Guidance

Companies House low value terms and conditions

Published 19 February 2026

1. Definitions

1.1

In these terms and conditions, the following definitions apply (unless the context otherwise requires):

‘Agreement’

‘Agreement’ means the contract between the Buyer and the Supplier for the supply of the Deliverables in accordance with these terms and conditions and the Order;

‘Associated Person’

‘Associated Person’ means an ‘associated person’ as defined in section 26(4) of the PA 2023;

‘Buyer’

‘Buyer’ means the person named as Buyer in the Order;

‘Central Government Body’

‘Central Government Body’ means a body listed in one of the following sub-categories of the central government classification of the public sector classification guide, as published and amended from time to time by the Office for National Statistics:

a) a government department;

b) a non-departmental public body or assembly sponsored public body (advisory, executive, or tribunal);

c) a non-ministerial department; or

d) an executive agency

‘Charges’

‘Charges’ means the charges for the Deliverables as specified in the Order;

‘Confidential Information’

‘Confidential Information’ means all information, whether written or oral (however recorded), provided by the disclosing Party to the receiving Party that is:

a) known by the receiving Party to be confidential;

b) marked as or stated to be confidential; or

c) ought reasonably to be considered by the receiving Party to be confidential,

save that this does not include information that:

d) the receiving Party already had without obligation of confidentiality before it was disclosed by the disclosing Party;

e) was given to the receiving Party by a third party without obligation of confidentiality;

f) was in the public domain at the time of the disclosure; or

g) was independently developed without access to the disclosing Party’s Confidential Information;

‘Commercially Sensitive Information’

‘Commercially Sensitive Information’ means the information of a commercially sensitive nature relating to the Supplier, its intellectual property rights and/or its business and which the Supplier has indicated to the Buyer that, if disclosed by the Buyer, would cause the Supplier significant commercial disadvantage or material financial loss;

‘Conflict of Interest’

‘Conflict of Interest’ means a direct or indirect conflict between the financial, professional or personal interests of the Supplier or the Supplier Staff and the duties owed to the Buyer under this Agreement, in the reasonable opinion of the Buyer;

‘Contract Year’

‘Contract Year’ means:

a) the period of twelve (12) months commencing on the Start Date; and

b) thereafter, the period of twelve (12) months commencing on each anniversary of the Start Date,

with the final Contract Year ending on the expiry or termination of the Term;

‘Convertible Contract’

‘Convertible Contract’ has the meaning given in section 74(1) of the PA 2023;

‘Data Protection Legislation’

‘Data Protection Legislation’ means:

a) the UK GDPR;

b) the Data Protection Act 2018;

c) the Data (Use and Access) Act 2025;

d) all applicable Law about the processing, privacy and use of personal data and guidance, guidelines, codes of practice and/or codes of conduct issued by the Information Commissioner and any other regulatory authority (in each case whether or not legally binding); and

e) the EU GDPR (as applicable);

‘Date of Delivery’

‘Date of Delivery’ means that date by which the Deliverables must be Delivered to the Buyer, as specified in the Order;

‘Deliver’

‘Deliver’ means to hand over the Deliverables to the Buyer at the address and on the date specified in the Order. This includes unloading and any other specific arrangements agreed in accordance with clause 5 (and ‘Delivered’ and ‘Delivery’ shall be construed accordingly);

‘Deliverables’

‘Deliverables’ means the Goods and/or Services (including, in each case, any software) to be supplied under the Agreement, as set out in the Order;

‘EIR’

‘EIR’ means the Environmental Information Regulations 2004;

‘EU GDPR’

‘EU GDPR’ means the General Data Protection Regulation (Regulation (EU) 2016/679);

‘Existing IPR’

‘Existing IPR’ means any and all Intellectual Property Rights that are owned by or licensed to either Party and which have been developed independently of the Agreement (whether prior to the date of the Agreement or otherwise);

‘Expiry Date’

Expiry Date’ means the end date for provision of the Services and the date on which the Agreement will expire, as set out in the Order;

‘FOIA’

‘FOIA’ means the Freedom of Information Act 2000 together with any guidance and codes of practice issued by the UK Information Commissioner or relevant government department in relation to such legislation;

‘Good Industry Practice’

‘Good Industry Practice’ means the standards, practices, methods and procedures conforming to the Law and the exercise of the degree of skill and care, diligence, prudence, efficiency, timeliness and foresight which would reasonably and ordinarily be expected from a skilled and experienced person or body engaged in a similar type of undertaking under the same or similar circumstances;

‘Goods’

‘Goods’ means any and all goods (or any part of them) to be supplied by the Supplier to the Buyer under the Agreement;

‘Insolvency Event’

‘Insolvency Event’ means where:

a) the Supplier suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

b) the Supplier commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;

c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Supplier (being a company, limited liability partnership or partnership);

d) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Supplier (being a company, partnership or limited liability partnership);

e) the holder of a qualifying floating charge over the assets of the Supplier (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;

f) a person becomes entitled to appoint a receiver over the assets of the Supplier or a receiver is appointed over the assets of the Supplier;

g) the Supplier (being an individual) is the subject of a bankruptcy petition or order;

h) a creditor or encumbrancer of the Supplier attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 10 Business Days;

i) any event occurs, or proceeding is taken, with respect to the Supplier in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in (a) to (h) (inclusive);

j) the Supplier suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

k) the Supplier (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation;

‘Intellectual Property Rights’

‘Intellectual Property Rights’ means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

‘Law’

‘Law’ means any law, statute, subordinate legislation within the meaning of section 21(1) of the Interpretation Act 1978, bye-law, right within the meaning of the European Union (Withdrawal) Act 2018 as amended by European Union (Withdrawal Agreement) Act 2020, regulation, order, regulatory policy, mandatory guidance or code of practice, judgment of a relevant court of law, or directives or requirements of any regulatory body;

‘Losses’

‘Losses’ means all actions, suits, claims, demands, losses, damages, costs or expenses (including professional fees);

‘New IPR’

New IPR’ means all and Intellectual Property Rights in any materials created or developed by or on behalf of the Supplier pursuant to the Agreement but shall not include the Supplier’s Existing IPR;

‘Order’

‘Order’ means the Buyer’s purchase order for the supply of the Deliverables;

‘PA 2023’

‘PA 2023’ means the Procurement Act 2023 (https://www.legislation.gov.uk/ukpga/2023/54/contents);

‘Party’

‘Party’ means the Supplier or the Buyer (as appropriate) (and ‘Parties’ means both the Supplier and Buyer);

‘Purchase Order Number’

‘Purchase Order Number’ means the Buyer’s unique number relating to the Order for Deliverables to be supplied by the Supplier to the Buyer in accordance with the terms of the Agreement;

‘Rectification Plan’

‘Rectification Plan’ means the Supplier’s plan (or revised plan) to rectify its material breach which shall include:

a) full details of the material breach that has occurred, including a root cause analysis;

b) the actual or anticipated effect of the material breach; and

c) the steps which the Supplier proposes to take to rectify the material breach (if applicable) and to prevent such material breach from recurring, including timescales for such steps and for the rectification of the material breach (where applicable);

‘Request for Information’

‘Request for Information’ has the meaning set out in the FOIA or EIR, as relevant (where the meaning set out for the term ‘request’ shall apply);

‘Security Requirements’

‘Security Requirements’ means the security requirements set out in the Order;

‘Services’

‘Services’ means any and all services to be supplied by the Supplier to the Buyer under the Agreement;

‘Specification’

‘Specification’ means the specification for the Deliverables supplied by the Supplier to the Buyer (including as to quantity, description, quality and any applicable codes of practice) as specified in, or appended to, the Order;

‘Staff Vetting Procedures’

‘Staff Vetting Procedures’ means the vetting procedures that accord with Good Industry Practice or, where applicable the Buyer’s procedures for the vetting of personnel as provided to the Supplier from time to time;

‘Start Date’

‘Start Date’ has the meaning given in clause 2.2;

‘Subcontract’

Subcontract’ means any contract or agreement (or proposed contract or agreement) between the Supplier (or a Subcontractor) and any third party whereby that third party agrees to provide to the Supplier (or the Subcontractor) all or any part of the Deliverables, or facilities or services which are material for the provision of the Deliverables or any part thereof, or necessary for the management, direction or control of the Deliverables or any part thereof;

‘Subcontractor’

‘Subcontractor’ means any third party with whom:

a) the Supplier enters into a Subcontract;

b) a third party under (a) above enters into a Subcontract,

or the servants or agents of that third party;

‘Supplier’

‘Supplier’ means the person named as Supplier in the Order;

‘Supplier Staff’

‘Supplier Staff’ means any individual engaged, directly or indirectly, or employed by the Supplier or any Subcontractor, in the management or performance of the Supplier’s obligations under this Agreement;

‘Term’

‘Term’ means the period from the Start Date to the Expiry Date as such period may be extended in accordance with clause 6.8 (in the case of the provision of Services), or terminated in accordance with the Agreement;

‘Third Party IPR’

Third Party IPR’ means intellectual property rights owned by a third party which is or will be used by the Supplier for the purpose of providing the Deliverables;

‘Transparency Information’

‘Transparency Information’ means:

a) any information permitted or required to be published by the PA 2023, any regulations published under it, and any Procurement Policy Notes, subject to any exemptions set out in Sections 94 and 99 of the PA 2023 which shall be determined by the Buyer taking into account the Commercially Sensitive Information;

b) any information about this Agreement, including the content of this Agreement requested and required to be disclosed under FOIA or the EIRs, and any changes to this Agreement agreed from time to time, subject to any relevant exemptions, which shall be determined by the Buyer taking into account the Commercially Sensitive Information; and

c) any information which is published in accordance with guidance issued by His Majesty’s Government, from time to time;

‘UK GDPR’

‘UK GDPR’ has the meaning as set out in section 3(10) of the Data Protection Act 2018, supplemented by section 205(4) of the Data Protection Act 2018;

‘VAT’

‘VAT’ means value added tax in accordance with the provisions of the Value Added Tax Act 1994; and

‘Working Day’

‘Working Day’ means a day (other than a Saturday or Sunday) on which banks are open for business in the City of London.

1.2

In these terms and conditions, unless the context otherwise requires:

1.2.1

references to numbered clauses are references to the relevant clause in these terms and conditions;

1.2.2

any obligation on any Party not to do or omit to do anything shall include an obligation not to allow that thing to be done or omitted to be done;

1.2.3

the headings to the clauses of these terms and conditions are for information only and do not affect the interpretation of the Agreement;

1.2.4

references to a document (including the Agreement) means that document as varied, amended, novated, ratified or replaced from time to time;

1.2.5

any reference to an enactment includes a reference to that enactment as modified, amended, extended, consolidated, replaced or re-enacted (including as a consequence of the Retained EU Law (Revocation and Reform) Act 2023) from time to time before or after the date of this Agreement and any prior or subsequent legislation under it; and

1.2.6

the word ‘including’ shall be understood as meaning ‘including without limitation’.

1.3

Clauses 10.4, 10.5 and 18.3 of the Agreement only come into effect if, at any time, the Agreement becomes a Convertible Contract.

2. Basis of agreement

2.1

The Order constitutes an offer by the Buyer to purchase the Deliverables subject to and in accordance with the terms and conditions of this Agreement. The Order supersedes (and shall be deemed to be a counter-offer to) any offer made, or purported to be made, by the Supplier in connection with the Deliverables.

2.2

The offer comprised in the Order shall be deemed to be accepted by the Supplier on the earlier of:

2.2.1

receipt by the Buyer of the Supplier’s notification of acceptance in writing (and the Supplier acknowledges and agrees that any terms and conditions it seeks to impose or incorporate upon providing such notification shall not apply to the Deliverables); or

2.2.2

the occurrence of any act by the Supplier consistent with fulfilling the Order,

at which point and on which date the Agreement shall come into existence (‘Start Date’). The Buyer reserves the right to withdraw its offer prior to the Supplier’s acceptance in accordance with this clause 2.2.

2.3

These terms and conditions apply to the Agreement to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.4

All of these terms and conditions shall apply to the supply of both Goods and Services except where the application to one or the other is specified.

2.5

The Supplier waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Supplier.

2.6

In consideration of the Buyer’s agreement to pay the Charges, the Supplier shall supply the Deliverables to the Buyer subject to and in accordance with the terms and conditions of the Agreement.

2.7

In supplying the Deliverables, the Supplier shall co-operate with the Buyer in all matters relating to the supply of the Deliverables, and comply with all the Buyer’s instructions.

3. All Deliverables

3.1

The Supplier shall supply the Deliverables in accordance with the Specification using all reasonable skill, care and diligence, with sufficient allocated resource and expertise, and in accordance with the Agreement and Good Industry Practice. The Deliverables must be provided on the dates specified in the Agreement and in compliance with all Law.

3.2

The Supplier, in connection with the Deliverables, will meet and require its Subcontractors to meet the standards set out in the Supplier Code of Conduct (Supplier Code of Conduct (HTML) - GOV.UK) as such Code is updated from time to time.

3.3

The Supplier must provide Deliverables with a warranty of at least 90 days (or longer where the Supplier offers a longer warranty period to its buyers) from Delivery against all obvious defects.

4. Supply of Goods

4.1

The Supplier warrants, represents, undertakes and guarantees that the Goods shall:

4.1.1

be new, or where expressly agreed in writing by the Buyer, as new if recycled, unused and of recent origin;

4.1.2

be free from all defects (manifest or latent) in materials and workmanship and shall remain so for a period of 12 months from putting the Goods into intended service, or 18 months from Delivery, whichever is the less, or as otherwise agreed in writing;

4.1.3

be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and satisfy any applicable statutory and regulatory requirements;

4.1.4

conform with the specifications (including the Specification), drawings, descriptions given in quotations, estimates, brochures, sales, marketing and technical literature or material (in whatever format made available by the Contractor) supplied by, or on behalf of, the Supplier;

4.1.5

be free from design defects; and

4.1.6

be fit for any purpose held out by the Supplier or made known to the Supplier by the Buyer expressly or by implication, and in this respect the Buyer relies on the Supplier’s skill and judgement. The Supplier acknowledges and agrees that the approval by the Buyer of any designs provided by the Supplier shall not relieve the Supplier of any of its obligations under this sub-clause.

4.2

The Buyer may inspect and test the Goods at any time before Delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Agreement.

4.3

If following such inspection or testing the Buyer considers that the Goods do not comply or are unlikely to comply with the Supplier’s undertakings at clause 4.1, the Buyer shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.

4.4

The Buyer may conduct further inspections and tests after the Supplier has carried out its remedial actions.

4.5

The Supplier must provide all tools, information and instructions the Buyer needs to make use of the Goods.

5. Cancellation, delivery and guarantee of title

5.1

The Buyer shall have the right to cancel the order for the Goods, or any part of the Goods, which have not yet been Delivered to the Buyer. The cancellation shall be made in writing. Without prejudice to the generality of the foregoing, if the Buyer gives less than 14 days’ notice, the Buyer shall pay such Charges or that part of the Charges for Goods which have been Delivered to the Buyer or, on the deemed date of service of the notice of cancellation, are already in transit, and the costs of materials which the Supplier has purchased to fulfil the order for the Goods and which cannot be used for other orders or be returned to the supplier of those materials for a refund. For the avoidance of doubt the Buyer shall not be liable for any loss of anticipated profits or any consequential loss.

5.2

The Supplier shall Deliver the Goods to the Buyer on or by the Date of Delivery. Unless otherwise agreed in writing by the Buyer, Delivery shall be on the date and to the address specified in the Order. Delivery of the Goods shall be completed once the completion of unloading the Goods from the transporting vehicle at the Delivery address has taken place and the Buyer has signed for the Delivery.

5.3

Unless otherwise stipulated by the Buyer in the Order, Deliveries shall only be accepted by the Buyer on Working Days and during normal business hours.

5.4

The Supplier must provide all tools, information and instructions the Buyer needs to make use of the Goods.

5.5

The Supplier must provide sufficient packaging for the Goods to reach the point of Delivery safely and undamaged.

5.6

Where the Goods are not Delivered by the Date of Delivery, or do not conform with clauses 3 or 4, then without limiting any of its other rights or remedies implied by statute or common law, the Buyer shall be entitled to:

5.6.1

terminate the Agreement;

5.6.2

request the Supplier, free of charge, to deliver substitute Goods within the timescales specified by the Buyer;

5.6.3

require the Supplier, free of charge, to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);

5.6.4

reject the Goods (in whole or part) and return them to the Supplier at the Supplier’s own risk and expense, and the Buyer shall be entitled to a full refund on those Goods or part of Goods duly returned; or

5.6.5

buy the same or similar Goods from another supplier and to recover any expenses incurred in respect of buying the goods from another supplier which shall include but not be limited to administration costs, chargeable staff time and extra delivery costs.

5.7

The Supplier warrants that it has full and unrestricted ownership of the Goods at the time of transfer of ownership. Such ownership of the Goods shall transfer to the Buyer on Delivery or payment for those Goods, whichever is earlier. The Supplier further warrants that, on Delivery or payment for the Goods (whichever is earlier), the Buyer shall acquire a valid and unencumbered title to the Goods.

5.8

Risk in the Goods transfers to the Buyer on Delivery, but remains with the Supplier if the Buyer notices damage or any defect following Delivery, and notifies the Supplier within 3 Working Days of becoming aware of such damage or defect.

5.9

All deliveries must have a delivery note attached specifying the order number, type and quantity of Goods and in the case of part Delivery, the outstanding balance remaining to be Delivered (and when such balance will be delivered) and be sufficiently packaged to reach the point of Delivery undamaged.

5.10

The Supplier shall indemnify the Buyer in respect of any Losses which the Buyer 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 Supplier, the Supplier Staff and/or any Subcontractor.

5.11

The Supplier will notify the Buyer of any request that Goods are returned to it or the manufacturer after the discovery of safety issues or defects that might endanger health or hinder performance and shall indemnify the Buyer against the costs arising as a result of any such request.

6. Supply of services

6.1

In respect of Services, the Agreement shall take effect on the Start Date and shall expire on the Expiry Date, unless it is otherwise extended or terminated in accordance with the Agreement.

6.2

The Supplier warrants, represents, undertakes and guarantees that the Services shall conform with the Specification.

6.3

The Supplier will provide all equipment, tools and vehicles and other items as are required to provide the Services in accordance with the Agreement.

6.4

The Supplier must cooperate with the Buyer and third party suppliers on all aspects connected to the delivery of the Services and ensure that Supplier Staff comply with any reasonable instructions including the Security Requirements (where any such requirements have been provided).

6.5

The Supplier must allocate sufficient resources and appropriate expertise to the Agreement.

6.6

The Supplier must take all reasonable care to ensure performance does not disrupt the Buyer’s operations, employees or other contractors.

6.7

The Supplier must ensure all Services, and anything used to deliver the Services, are of good quality and free from defects.

6.8

The Buyer may extend the Agreement for a period of up to one year by giving not less than 10 Working Days’ notice in writing to the Supplier prior to the Expiry Date. The terms and conditions of the Agreement shall apply throughout any such extended period.

6.9

The Buyer is entitled to withhold payment for partially or undelivered Services without affecting its other rights under the Agreement.

6.10

The Buyer may by written notice to the Supplier at any time request a variation to the scope of the Services. In the event that the Supplier agrees to any variation to the scope of the Services, the Charges for such Services shall be subject to fair and reasonable adjustment to be agreed in writing between the Buyer and the Supplier.

7. Premises and equipment

7.1

If necessary, the Buyer shall provide the Supplier with reasonable access at reasonable times to its premises for the purpose of supplying the Services. All equipment, tools and vehicles brought onto the Buyer’s premises by the Supplier or the Supplier Staff shall be at the Supplier’s risk.

7.2

While on the Buyer’s premises the Supplier shall, and shall procure that all Supplier Staff shall, comply with all the  Security Requirements.

7.3

Any equipment provided by the Buyer for the purposes of the Agreement shall remain the property of the Buyer and shall be used by the Supplier and the Supplier Staff only for the purpose of carrying out the Agreement. Such equipment shall be returned promptly to the Buyer on expiry or termination of the Agreement. The Supplier shall reimburse the Buyer for any loss or damage to the Buyer’s equipment (other than deterioration resulting from normal and proper use) caused by the Supplier or any Supplier Staff. Equipment supplied by the Buyer shall be deemed to be in a good condition when received by the Supplier or relevant Supplier Staff unless the Buyer is notified otherwise in writing within 5 Working Days of being received by the Supplier.

8. Charges and payment

8.1

The Charges for the Deliverables shall be as set out in the Order and shall be the full and exclusive remuneration of the Supplier in respect of the supply of the Deliverables. Unless otherwise agreed in writing by the Buyer, the Charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the supply of the Deliverables, including but not limited to the costs of packaging, insurance, delivery, unloading, stacking and carriage.

8.2

All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Buyer shall, following the receipt of a valid VAT invoice, pay to the Supplier a sum equal to the VAT chargeable in respect of the Deliverables.

8.3

In respect of the Goods, the Supplier shall invoice the Buyer after Delivery as specified in the Order. In respect of Services, the Supplier shall invoice the Buyer on completion of the Services as specified in the Order.

8.4

In consideration of the supply of the Deliverables by the Supplier, the Buyer shall pay the Charges:

8.4.1

no later than 30 days beginning with the day the invoice was received by the Buyer; or

8.4.2

if later, the day by which the payment falls due in accordance with the invoice,

subject to the invoice being verified as valid and undisputed.

8.5

The Buyer will verify that the invoice is valid. An invoice is only valid if it:

8.5.1

includes:

8.5.1.1

the name of the Supplier;

8.5.1.2

a description of the Deliverables supplied;

8.5.1.3

the sum requested; and

8.5.1.4

a unique identification number; and

8.5.2

includes all appropriate references including the Purchase Order Number and other details reasonably requested by the Buyer.

8.6

Where an invoice does not conform to the Buyer’s requirements set out in clause 8.5, or the Buyer disputes the invoice, the Buyer shall notify the Supplier without undue delay and the Buyer shall promptly issue a replacement invoice which shall comply with such requirements.

8.7

The Buyer may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance.

8.8

If there is a dispute between the Parties as to the amount invoiced, the Buyer shall pay the undisputed amount. The Supplier shall not suspend the supply of the Deliverables. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in clause 21.

8.9

The Buyer may retain or set-off payment of any liability owed to it by the Supplier against any liability of the Buyer to the Supplier, under this Agreement or any other agreement between the Parties, if notice and reasons are provided, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Agreement. Any exercise by the Buyer of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Agreement or otherwise.

8.10

If a payment of an undisputed amount is not made by the Buyer by the due date, then the Buyer shall pay the Supplier interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) Act 1998.

8.11

In respect of Subcontracts entered into by the Supplier wholly or substantially for the purpose of performing or contributing to the performance of the whole or any part of this Agreement (subject to the Buyer providing its consent, in accordance with clause 10, to the relevant Subcontract being entered into):

8.11.1

the Supplier shall, in respect of Subcontracts that are entered into after the Start Date; or

8.11.2

the Supplier shall use all reasonable endeavours to, in respect of Subcontracts that have been entered into before the Start Date,

ensure that such Subcontracts contain provisions:

8.11.3

requiring that all Subcontractors are paid:

8.11.3.1

before the end of 30 days beginning with the day on which an invoice is received by the Supplier or other party in respect of the sum; or

8.11.3.2

if later, the date by which the payment falls due in accordance with the invoice,

subject to the invoice being verified by the party making payment as valid and undisputed;

8.11.4

requiring the party receiving the Deliverables under the Subcontract to consider and verify invoices under that contract in a timely fashion and notify the Subcontractor without undue delay if it considers the invoice invalid or it disputes the invoice;

8.11.5

allow the Buyer to publish the details of the late payment or non-payment if the 30 day limit is exceeded.

8.12

The Supplier must ensure that a term equivalent to clause 8.11 is included in each Subcontract in its supply chain, such that each Subcontractor is obliged to include those terms in any of its own Subcontracts in the supply chain for the delivery of this Agreement. References to the “Supplier” and “Subcontractor” are to be replaced with references to the respective Subcontractors who are parties to the relevant contract.

8.13

Where invoices are not paid by the Supplier in accordance with this clause 8, the Buyer may publish the details of the late or non-payment.

9. Staff

9.1

If the Buyer reasonably believes that any of the Supplier Staff are unsuitable to undertake work in respect of the Agreement, it may, by giving written notice to the Supplier:

9.1.1

refuse admission to the relevant persons to the Buyer’s premises; and/or

9.1.2

require that the Supplier replace the relevant with another suitably qualified person,

and the Supplier shall comply with any such notice.

9.2

The Supplier shall:

9.2.1

at its own cost ensure that all Supplier Staff are appropriately trained and qualified and are vetted in accordance with the Staff Vetting Procedures and if requested, comply with the Buyer’s Staff Vetting Procedures as supplied from time to time;

9.2.2

if requested, provide the Buyer with a list of the names and addresses (and any other relevant information) of all persons who may require admission to the Buyer’s premises in connection with the Agreement (if such information is requested the provisions of clause 15 shall apply); and

9.2.3

procure that all Supplier Staff comply with any rules, regulations and requirements reasonably specified by the Buyer.

10. Assignment and subcontracting

10.1

The Supplier shall not without the prior written consent of the Buyer assign, subcontract, novate or in any way dispose of the benefit or the burden (or both) of the Agreement or any part of the Agreement. The Buyer shall not unreasonably withhold its consent. The Buyer may, in the granting of such consent, provide for additional terms and conditions relating to such assignment, subcontract, novation or disposal. The Supplier shall be responsible for the acts and omissions of its Subcontractors as though those acts and omissions were its own.

10.2

Where the Buyer has consented to any Subcontract being entered into, the Supplier shall, at the request of the Buyer, provide the details of the Subcontractors at all levels of the supply chain including their name and scope and duration of their appointment, to the Buyer as soon as is reasonably practicable. Prior to subcontracting any of its obligations under this Agreement, the Supplier shall notify the Buyer in writing of whether the Supplier considers that an exclusion ground, within the meaning of the PA 2023 and/or any associated regulations, does or may apply to the proposed Subcontractor.

10.3

The Supplier must ensure that it does not at any time during the Term enter into a Subcontract with:

10.3.1

any supplier that is on the debarment list on the basis of a mandatory exclusion ground within the meaning of the PA 2023 and/or associated regulations; or

10.3.2

any supplier that is on the debarment list on the basis of a discretionary exclusion ground within the meaning of the PA 2023 and/or associated regulations, unless the Supplier has obtained the Buyer’s prior written consent to the appointment of the relevant proposed Subcontractor.

10.4

This clause 10.4 only comes into effect if the Agreement, at any time, becomes a Convertible Contract. If a Subcontractor is to be appointed under this Agreement, then the Buyer may, in accordance with section 72(2) of the PA 2023 (and provided that the conditions of section 72(1) of the PA 2023 are met), require that the Supplier enters into a legally binding arrangement with the proposed Subcontractor within such reasonable period after the Start Date as the Buyer may specify.

10.5

This clause 10.5 only comes into effect if the Agreement, at any time, becomes a Convertible Contract. If the Supplier does not enter into a legally binding arrangement in accordance with clause 10.4, the Buyer shall be entitled to:

10.5.1

terminate this Agreement; or

10.5.2

require the Supplier to enter into a legally binding arrangement with an alternative Subcontractor.

10.6

The Buyer may assign, novate, or otherwise dispose of its rights and obligations under the Agreement without the consent of the Supplier provided that such assignment, novation or disposal shall not increase the burden of the Supplier’s obligations under the Agreement.

11. Intellectual property and indemnity

11.1

Each Party retains ownership of its own Existing IPRs. The Supplier gives the Buyer a non-exclusive, perpetual, royalty-free, irrevocable, transferable, sub-licensable worldwide licence to use, copy and adapt the Supplier’s Existing IPR to enable the Buyer and its sub-licensees to both:

11.1.1

receive and use the Deliverables; and

11.1.2

use the New IPR,

and this licence includes any modifications to or derivative versions of any such Intellectual Property Rights, which the Buyer reasonably requires in order to exercise its rights and take the benefit of the Agreement, including the Deliverables. The termination or expiry of the Agreement does not terminate any licence granted under this clause 11.1.

11.2

All New IPR created under the Agreement is owned by the Buyer. The Buyer hereby grants the Supplier a royalty-free, non-exclusive and non-transferable licence to use its Existing IPR and the New IPR until termination or expiry of the Agreement for the sole purpose of enabling the Supplier to perform its obligations under the Agreement. This licence is sub-licensable to a Subcontractor for the purpose of enabling the Supplier to fulfil its obligations under the Agreement, and in that case the Subcontractor must enter into a confidentiality undertaking with the Supplier on the same terms as set out in clause 13.

11.3

If, and to the extent, that any New IPR vests in the Supplier by operation of law or otherwise, the Supplier hereby assigns to the Buyer by way of a present assignment of future rights (that shall take place immediately on the coming into existence of any such New IPR) all its Intellectual Property Rights in such New IPR (with full title guarantee and free from all third party rights).

11.4

The Supplier will, to the maximum extent permitted by Law, obtain waivers of all moral rights in the Deliverables to which any person is now, or may at any future time be, entitled to under the Copyright, Designs and Patents Act 1988 or under any similar legislation from time to time in force anywhere in the world.

11.5

The Supplier shall indemnify, and keep indemnified, the Buyer in full against all Losses awarded against or incurred or paid by the Buyer as a result of or in connection with any claim made against the Buyer for actual or alleged infringement of a third party’s intellectual property arising out of, or in connection with, the supply or use of the Deliverables (an ‘IPR Claim’), to the extent that the claim is attributable to the acts or omission of the Supplier or any Supplier Staff.

11.6

If an IPR Claim is made or anticipated, the Supplier must at its own option and expense, either:

11.6.1

obtain for the Buyer the rights in clause 11.1 without infringing any third party Intellectual Property Rights; or

11.6.2

replace or modify the relevant item with substitutes that don’t infringe Intellectual Property Rights without adversely affecting the functionality or performance of the Deliverables,

and if the Supplier is not able to resolve the IPR Claim to the Buyer’s reasonable satisfaction within a reasonable time, the Buyer may give written notice that it terminates the Agreement from the date set out in the notice, or where no date is given in the notice, the date of the notice. On termination, the consequences of termination in clauses 18.5 and 18.6 shall apply.

11.7

The Supplier shall not use in the Delivery of the Deliverables any Third Party IPR unless:

11.7.1

the Buyer gives its approval to do so; and

11.7.2

one of the following conditions applies:

11.7.2.1

the owner or an authorised licensor of the relevant Third Party IPR has granted the Buyer a direct licence that provides the Buyer with the rights in clause 11.1; or

11.7.2.2

if the Supplier cannot, after commercially reasonable endeavours, obtain for the Buyer a direct licence to the Third Party IPR as set out in clause 11.7.2.1:

a) the Supplier provides the Buyer with details of the licence terms it can obtain and the identity of those licensors;

b) the Buyer agrees to those licence terms; and

c) the owner or authorised licensor of the Third Party IPR grants a direct licence to the Buyer on those terms; or

11.7.2.3

the Buyer approves in writing, with reference to the acts authorised and the specific Intellectual Property Rights involved.

11.8

In spite of any other provisions of the Agreement and for the avoidance of doubt, award of this Agreement by the Buyer and the ordering of any Deliverable under it, does not constitute an authorisation by the Crown under Sections 55 and 56 of the Patents Act 1977, Section 12 of the Registered Designs Act 1949 or Sections 240 – 243 of the Copyright, Designs and Patents Act 1988.

12. Governance and records

12.1

The Supplier shall keep and maintain until 7 years after the end of the Agreement in accordance with UK GDPR (or the EU GDPR, as the context requires), full and accurate records of everything to do with the Agreement including the Deliverables supplied under it, and all payments made by the Buyer.

12.2

The Supplier shall on request afford the Buyer or the Buyer’s representatives such access to those records as may be reasonably requested by the Buyer in connection with the Agreement and provide reasonable cooperation for the purposes of audit.

12.3

The Parties will bear their own costs when an audit is undertaken unless the audit identifies a material default by the Supplier, in which case the Supplier will repay the Buyer’s reasonable costs in connection with the audit.

12.4

If the Supplier is not providing any of the Deliverables, or is unable to provide them (or becomes aware of a material default), it must immediately:

12.4.1

tell the Buyer and give reasons;

12.4.2

propose corrective action, including (if requested by the Buyer) providing a Rectification Plan in respect of such corrective actions, alongside any additional documentation that the Buyer requires; and

12.4.3

provide a deadline for completing the corrective action.

12.5

If the Buyer, acting reasonably, is concerned as to the financial stability of the Supplier such that it may impact on the continued performance of the Agreement then the Buyer may require that the Supplier provide to the Buyer (for its approval) a plan setting out how the Supplier will ensure continued performance of the Agreement, and the Supplier will make changes to such plan as reasonably required by the Buyer and once it is agreed then the Supplier shall act in accordance with such plan and report to the Buyer on demand.

13. Confidentiality, transparency and publicity

13.1

Subject to clause 13.2, each Party shall:

13.1.1

treat all Confidential Information it receives as confidential, safeguard it accordingly and not disclose it to any other person without the prior written permission of the disclosing Party; and

13.1.2

not use or exploit the disclosing Party’s Confidential Information in any way except for the purposes anticipated under the Agreement

13.2

Notwithstanding clause 13.1, a Party may disclose Confidential Information which it receives from the other Party:

13.2.1

where disclosure is required by applicable law or by a court of competent jurisdiction;

13.2.2

to its auditors or for the purposes of regulatory requirements;

13.2.3

on a confidential basis, to its professional advisers;

13.2.4

to the Serious Fraud Office where the Party has reasonable grounds to believe that the other Party is involved in activity that may constitute a criminal offence under the Bribery Act 2010; or

13.2.5

where the receiving Party is the Supplier, to the Supplier Staff on a ‘need to know’ basis to enable performance of the Supplier’s obligations under the Agreement provided that the Supplier shall procure that any Supplier Staff to whom it discloses Confidential Information pursuant to this subclause shall observe the Supplier’s confidentiality obligations under the Agreement;

13.2.6

where the receiving Party is the Buyer:

13.2.6.1

on a confidential basis to the employees, agents, consultants and suppliers of the Buyer;

13.2.6.2

on a confidential basis to any other Central Government Body, any successor body to a Central Government Body or any company to which the Buyer transfers or proposes to transfer all or any part of its business;

13.2.6.3

to the extent that the Buyer (acting reasonably) deems disclosure necessary or appropriate in the course of carrying out its public functions; or

13.2.6.4

in accordance with clause 14,

and for the purposes of the foregoing, references to disclosure on a confidential basis shall mean disclosure subject to a confidentiality agreement or arrangement containing terms no less stringent than those placed on the Buyer under this clause 13.

13.3

The Parties acknowledge that, except for any information which is exempt from disclosure in accordance with the provisions of the FOIA or the EIR (or both), the content of the Agreement is not Confidential Information and the Supplier hereby gives its consent for the Buyer to publish the Agreement in its entirety to the general public (but with any information that is exempt from disclosure in accordance with the FOIA or the EIR (or both) redacted) including any changes to the Agreement agreed from time to time. The Buyer may consult with the Supplier to inform its decision regarding any redactions but shall have the final decision in its absolute discretion as to whether any of the content of the Agreement is exempt from disclosure in accordance with the provisions of the FOIA or the EIR (or both).

13.4

The Supplier shall not, and shall take reasonable steps to ensure that the Supplier Staff shall not, make any press announcement or publicise the Agreement or any part of the Agreement in any way, except with the prior written consent of the Buyer.

14. Freedom of information

14.1

The Supplier acknowledges that the Buyer is subject to the requirements of the FOIA, the EIR and the PA 2023 and shall, at no additional cost to the Buyer:

14.1.1

provide all necessary assistance and cooperation as reasonably requested by the Buyer to enable the Buyer to comply with:

14.1.1.1

its obligations under the FOIA and the EIR;

14.1.1.2

any of its obligations in relation to publishing Transparency Information;

14.1.2

transfer to the Buyer all Requests for Information relating to the Agreement that it receives as soon as practicable and in any event within 2 Working Days of receipt;

14.1.3

provide the Buyer with a copy of all information belonging to the Buyer requested in the Request for Information which is in its possession or control in the form that the Buyer requires within 5 Working Days (or such other period as the Buyer may reasonably specify) of the Buyer’s request for such information; and

14.1.4

not respond directly to a Request for Information unless authorised in writing to do so by the Buyer.

14.2

The Supplier acknowledges that the Buyer may be required under the FOIA, the EIR and the PA 2023 to disclose information concerning the Supplier and/or the Deliverables (including Confidential Information and/or Commercially Sensitive Information) without consulting or obtaining consent from the Supplier. In these circumstances the Buyer shall, in accordance with any relevant guidance issued under the FOIA or EIR (or both), take reasonable steps, where appropriate, to give the Supplier advance notice, or failing that, to draw the disclosure to the Supplier’s attention after any such disclosure.

14.3

Notwithstanding any other provision in the Agreement, the Buyer shall be responsible for determining in its absolute discretion whether any information relating to the Supplier and/or the Deliverables is exempt from disclosure in accordance with the FOIA and/or the EIR and/or the PA 2023 (as applicable).

15. Protection and security of data

15.1

When handling Buyer data, the Supplier shall ensure the security of the data is maintained in line with the security requirements of the Buyer (including the Security Requirements) as notified to the Supplier from time to time.

15.2

The Supplier shall duly observe all its obligations under the Data Protection Legislation and shall provide all necessary assistance and cooperation as reasonably requested by the Buyer to comply with its obligations under Data Protection Legislation which arise in connection with this Agreement.

15.3

The Parties acknowledge and agree that the identity, job title/role and contact details of representatives of the Buyer and the Supplier (as applicable), and details of their communications with Supplier or Buyer (as applicable), will be shared for the performance of each Party of its obligations and exercise of its rights under the Agreement and the management of the Agreement and the relationship between the Parties.  The lawful basis for this will be necessity for the purposes of the legitimate interests pursued by the Parties.

15.4

From the Start Date, each Party shall comply with all the obligations imposed on a Controller (‘Controller’ having the meaning given to it in the UK GDPR) under the Data Protection Legislation in relation to the personal data that it processes in connection with the Agreement as described in clause 15.3 above.

15.5

Subject to clause 15.6, the Parties acknowledge and agree that in connection with this Agreement neither Party will act as a processor of the other (‘processor’ having the meaning given to it in the UK GDPR). In the event that there is any change in circumstances which requires the Parties, in accordance with Law, to enter into (subject to clause 15.6) a data processing agreement or data sharing agreement, the Parties will co-operate and use best endeavours to agree and put in place the necessary agreement (at their own cost), using the Buyer’s standard data protection clauses (as amended or replaced from time to time).

15.6

If, on or before the Start Date, the Buyer has notified the Supplier that it is a processor of the Buyer (which notification includes a completed description of the details identified in Appendix 1 to this Agreement) (‘Processor Notification’), or if the Buyer provides such a Processor Notification to the Supplier at any time during the Term, the Supplier acknowledges and agrees that it shall be bound by the provisions of Appendix 2 to this Agreement.

15.7

The Parties agree to take account of any guidance issued by the Information Commissioner’s Office. The Buyer may, on not less than 30 Working Days’ notice to the Supplier, amend this Agreement to ensure that it complies with Data Protection Legislation and any guidance issued by the Information Commissioner’s Office. The Supplier will, at its own cost, implement any measures required for it to comply with requirements or recommendations of guidance issued by the Information Commissioner’s Office and with the terms of this Agreement.

16. Liability

16.1

Neither Party shall be responsible for any injury, loss, damage, cost or expense suffered by the other Party if and to the extent that it is caused by the negligence or wilful misconduct of the other Party or by breach by the other Party of its obligations under the Agreement.

16.2

Subject always to clauses 16.3, 16.4 and 16.5:

16.2.1

the total aggregate liability of the Supplier in respect of all Losses howsoever caused, whether arising from breach of the Agreement, the supply of (or failure to supply) the Deliverables, misrepresentation (whether tortuous or statutory), tort (including negligence), breach of statutory duty or otherwise, shall in no event exceed 125% of the Charges paid or payable to the Supplier unless an alternative amount is stated in the Order; and

16.2.2

the total aggregate liability of the Buyer in respect of all Losses howsoever caused, whether arising from breach of the Agreement, misrepresentation (whether tortuous or statutory), tort (including negligence), breach of statutory duty or otherwise shall in no event exceed a sum equal to the Charges paid or payable to the Supplier.

16.3

Neither Party shall be liable to the other Party for any:

16.3.1

loss of profits, turnover or savings

16.3.2

loss of business opportunities;

16.3.3

loss of revenue;

16.3.4

loss of or damage to goodwill;

16.3.5

loss of savings (whether anticipated or otherwise); or

16.3.6

any indirect, special or consequential loss or damage.

16.4

Nothing in the Agreement shall be construed to limit or exclude either Party’s liability for the following:

16.4.1

death or personal injury caused by its negligence or that of its staff, directors, officers, employees, agents, consultants and Suppliers;

16.4.2

bribery, fraud or fraudulent misrepresentation by it or that of its staff, directors, officers, employees, agents, consultants and Suppliers;

16.4.3

breach of any obligation as to title implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;

16.4.4

any liability that cannot be excluded or limited by Law; or

16.4.5

breach of clause 13.

16.5

The Supplier’s liability:

16.5.1

under the indemnities in clauses 5.10, 5.11 and 11.5 shall be unlimited;

16.5.2

for breach of clause 15 shall not exceed five million pounds (£5,000,000) in each Contract Year;

16.5.3

for breach of Appendix 2 (where applicable) shall not exceed five million pounds (£5,000,000) in each Contract Year; and

16.5.4

under the indemnity in clause 19.4 shall not exceed 100% of the Charges for any one claim or series of linked claims.

16.6

The Supplier acknowledges that, subject to the restrictions and limitations on liability set out in this clause 16, any Losses suffered by the Buyer that are caused by a breach, default, act, omission, negligence or statement of the Supplier, the Supplier Staff, or the Supplier’s directors, officers, employees, agents, consultants or Subcontractors shall be deemed to be Losses that have been suffered by, and which are recoverable by, the Buyer.

16.7

Subject to clauses 16.1 and 16.4, the Buyer does not accept any liability for any Losses the Supplier may incur or suffer arising from any access to the Buyer’s premises and any labour and equipment that may be provided by the Buyer in connection with the Deliverables.

17. Force majeure

17.1

Neither Party shall have any liability under or be deemed to be in breach of the Agreement for any delays or failures in performance of the Agreement which result from circumstances beyond the reasonable control of the Party affected where such Party:

17.1.1

provides prompt notice the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so; and

17.1.2

uses all reasonable measures practical to reduce the impact of such circumstances.

17.2

If such circumstances continue for a continuous period of more than 90 days, either Party may terminate the Agreement by written notice to the other Party. Where the Agreement is terminated in accordance with this clause, both Parties shall cover their own costs and Losses.

18. Termination

18.1

In respect of the supply of Services, the Buyer may terminate the Agreement at any time by notice in writing to the Supplier to take effect on any date falling at least 1 month (or, if the Agreement is less than 3 months in duration, at least 10 Working Days) later than the date of service of the relevant notice.

18.2

Without prejudice to any other right or remedy it might have, including any express rights of termination set out in the Agreement, the Buyer may terminate the Agreement in whole or in part by written notice to the Supplier with immediate effect if any of the following apply:

18.2.1

in the Buyer’s reasonable opinion, the provision of the Deliverables will or is likely to conflict with the Buyer’s statutory obligations or where applicable with the Buyer’s obligations as a statutory consultee under any applicable Law;

18.2.2

(without prejudice to clause 18.2.6), the Supplier is in material breach of any obligation under the Agreement which is not capable of remedy;

18.2.3

the Supplier repeatedly breaches any of the terms and conditions of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms and conditions of the Agreement;

18.2.4

the Supplier is in material breach of any obligation under this Agreement which is capable of remedy, and that breach is not remedied within 30 days of the Supplier receiving notice specifying the breach and requiring it to be remedied;

18.2.5

the Supplier undergoes a change of control within the meaning of section 450 of the Corporation Tax Act 2010;

18.2.6

the Supplier breaches the provisions of clauses 10.2, 13, 14, 15 or 19 (or any combination of these clauses);

18.2.7

the Supplier becomes the subject of an Insolvency Event;

18.2.8

the Supplier fails to comply with legal obligations in the fields of environmental, social or labour law; or

18.2.9

where:

18.2.9.1

the Supplier has, since the Start Date become an excluded or excludable supplier (including by reference to an Associated Person) as set out in section 57 of the PA 2023; and/or

18.2.9.2

any Subcontractor has, since the Start Date become an excluded or excludable supplier as set out in section 57 of the PA 2023.

18.3

This clause 18.3 only comes into effect if, at any time, the Agreement becomes a Convertible Contract. Without prejudice to the other rights of the Buyer to terminate this Agreement, the Buyer may terminate this Agreement immediately on providing notice to the Supplier:

18.3.1

in accordance with section 78 and/or section 79 (where applicable) of the PA 2023, and provided that the requirements of section 78(7) of the Procurement Act 2023 have been met, where:

18.3.1.1

the Buyer considers that the Agreement was awarded or modified in material breach of the PA 2023 and/or regulations made under it; and/or

18.3.1.2

the Supplier has, since the award of the Agreement become an excluded supplier or excludable supplier (including by reference to an Associated Person) as set out in section 57 of the PA 2023 and provided that the conditions in section 78(8) (where applicable) of the PA 2023 have been met; and/or

18.3.1.3

any Subcontractor has, since the award of the Agreement become an excluded supplier or excludable supplier as set out in section 57 of the PA 2023 and provided that the conditions in section 78(3) to 78(8) of the PA 2023 have been met; and/or

18.3.2

where any Subcontractor of the Supplier has, since the award of the Agreement, become an excluded supplier or excludable supplier as defined in section 57 of the PA 2023, provided that prior to exercising its right of termination under this clause 18.3.2, the Buyer:

18.3.2.1

has notified the Supplier of its intention to terminate under this clause 18.3.2, and why the Buyer has decided to terminate the Agreement;

18.3.2.2

has given the Supplier reasonable opportunity to make representations about whether the termination ground referred to in this clause 18.3.2 applies, and the Buyer’s decision to terminate; and

18.3.2.3

has given the Supplier a reasonable opportunity to end its Subcontract with the excluded supplier or excludable supplier and, if necessary, find an alternative subcontractor.

18.4

The Supplier shall notify the Buyer as soon as practicable of any change of control as referred to in clause 18.2.5 or any potential such change of control.

18.5

Termination or expiry of the Agreement shall be without prejudice to the rights of either Party accrued prior to termination or expiry (including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry) and shall not affect the continuing rights of the Parties under any provision of the Agreement that either expressly or by implication is intended to come into or continue in force on or after termination (which provisions shall remain in full force and effect).

18.6

Upon termination or expiry of the Agreement, the Supplier shall:

18.6.1

give all reasonable assistance to the Buyer and any incoming and/or replacement Supplier of the Deliverables.

18.6.2

as soon as reasonably practicable, return to the Buyer any equipment and other property supplied by the Buyer in connection with the Agreement;

18.6.3

as soon as reasonably practicable, return to the Buyer all documents, information (including Confidential Information) and data in the possession or control of the Supplier;

18.6.4

as soon as reasonably practicable, erase all personal data (as defined in the Data Protection Legislation) after it has ceased to be necessary for the Supplier to retain it under the Data Protection Legislation save to the extent required for legislative compliance; and

18.6.5

where the Buyer terminates other than in accordance with clause 18.2.1, then without prejudice to any other rights that have accrued to the Buyer, or any other rights of the Buyer to claim damages or other monetary amounts, the Supplier shall be responsible for the Buyer’s reasonable costs of procuring replacement Deliverables for the rest of the Term.

19. Compliance

19.1

The Supplier shall promptly notify the Buyer of any health and safety hazards which may arise in connection with the performance of its obligations under the Agreement. The Buyer shall promptly notify the Supplier of any health and safety hazards which may exist or arise at the Buyer’s premises and which may affect the Supplier in the performance of its obligations under the Agreement.

19.2

The Supplier shall:

19.2.1

comply with the reasonable requirements of the Buyer’s security arrangements, including (i) security assurance activity on the Buyer’s preferred third party platform (or facilitated by alternative means otherwise agreed by the parties) and (ii) the Security Requirements;

19.2.2

comply with all the Buyer’s health and safety measures;

19.2.3

comply with the requirements of the Health and Safety at Work etc Act 1974, and with any other acts, orders, regulations and codes of practice relating to health and safety, which may apply to Supplier Staff and other persons working on the Buyer’s premises;

19.2.4

perform its obligations under the Agreement in accordance with all applicable equality Law and the Buyer’s equality, diversity and inclusion policies (as amended and provided to the Supplier on request);

19.2.5

take all reasonable steps to secure the observance of applicable equality Law and the Buyer’s equality, diversity and inclusion policies (as amended and provided to the Supplier from time to time) by all Staff;

19.2.6

share the Buyer’s commitment to ensure that workers employed within its supply chains are treated fairly, humanely and equitably. The Buyer requires the Supplier to take reasonable steps to identify any areas of risk associated with this Agreement to ensure that it is meeting the International Labour Organisation) (ILO) International Labour Standards and as a minimum comply with the Fundamental Standards under the ILO’s Conventions and Recommendations, encompassing the right to freedom of association and collective bargaining, prohibition of forced labour, prohibition of discrimination and prohibition of child labour;

19.2.7

ensure that it and its Subcontractors:

19.2.7.1

pay staff fair wages

19.2.7.2

implement fair shift arrangements, providing sufficient gaps between shifts, adequate rest breaks; and reasonable shift length, and other best practices for staff welfare and performance;

19.2.8

ensure the Supplier Staff and Subcontractors comply with the provisions of the Modern Slavery Act 2015 including Section 54 of the Act which requires certain organisations to publish annual modern slavery statements;

19.2.9

throughout the Term:

19.2.9.1

report the discovery or suspicion of any slavery, trafficking, forced labour, child labour, involuntary prison labour or labour rights abuses by it or its Subcontractors to the Buyer and Modern Slavery Helpline (0800 0121 700) and relevant national or local law enforcement agencies;

19.2.9.2

if the Supplier or the Buyer identifies any occurrence of modern slavery connected to this Agreement, comply with any request of the Buyer to submit a remedial action plan which follows the form set out in Annex D of the Tackling Modern Slavery in Government Supply Chains guidance; and

19.2.9.3

supply the Deliverables and any packaging in accordance with the Buyer’s environmental policy as provided to the Supplier from time to time.

19.3

The Supplier in the performance of this Agreement should use reasonable endeavours to adopt a sound proactive environmental approach, designed to:

19.3.1

minimise harm to the environment;

19.3.2

conserve energy, water, wood, paper and other resources;

19.3.3

reduce waste;

19.3.4

phase out the use of single-use plastic and ozone depleting substances; and

19.3.5

minimise the release of greenhouse gases, volatile organic compounds and other substances damaging to health or the environment (or both),

and the Supplier shall provide proof of so doing to the Buyer on demand.

19.4

The Goods shall be packed and marked in a proper manner and in accordance with any instructions specified in the Order, any statutory requirements and any requirements of the carriers. All packaging materials shall be considered non-returnable. The Supplier shall indemnify the Buyer against all Losses which the Buyer may suffer or incur as a result of, or in connection with, any breach of this clause 19.4.

19.5

The Supplier shall comply with, and shall ensure that the Supplier Staff shall comply with, the provisions of:

19.5.1

the Official Secrets Acts 1911 to 1989; and

19.5.2

section 182 of the Finance Act 1989.

19.6

The Supplier must not breach any tax or social security obligations and must enter into a binding agreement to pay any late contributions due, including where applicable, any interest or fines.

20. Prevention of fraud, bribery, corruption and conflicts of interest

20.1

The Supplier shall not offer, give or agree to give anything to any person 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 the Agreement or for showing or refraining from showing favour or disfavour to any person in relation to the Agreement.

20.2

The Supplier shall take all reasonable steps, in accordance with Good Industry Practice, to prevent fraud by the Supplier Staff and the Supplier (including its shareholders, members and directors) in connection with the Agreement and shall notify the Buyer immediately if it has reason to suspect that any fraud has occurred or is occurring or is likely to occur.

20.3

If the Supplier or any of the Supplier Staff engages in conduct prohibited by clause 20.1 or commits fraud in relation to the Agreement or any other contract with the Crown (including the Buyer) the Buyer may take either of the following actions:

20.3.1

the Buyer may terminate the Agreement and recover from the Supplier the amount of any loss suffered by the Buyer resulting from the termination, including the cost reasonably incurred by the Buyer of making other arrangements for the supply of the Deliverables and any additional expenditure incurred by the Buyer  throughout the remainder of the Agreement; or

20.3.2

the Buyer may recover in full from the Supplier any other loss sustained by the Buyer in consequence of any breach of this clause.

20.4

The Supplier must take action to ensure that neither the Supplier nor the Supplier Staff are placed in the position of an actual or potential Conflict of Interest.

20.5

The Supplier must promptly notify and provide details to the Buyer if an actual, perceived or potential Conflict of Interest happens or is expected to happen.

20.6

The Buyer will consider whether there are any reasonable steps that can be put in place to mitigate an actual, perceived or potential Conflict of Interest. If, in the reasonable opinion of the Buyer, such steps do not or will not resolve an actual or potential Conflict of Interest, the Buyer may terminate this Agreement immediately by giving notice in writing to the Supplier where there is or may be an actual or potential Conflict of Interest and, subject to clause 20.7 where the reason for the unresolvable actual or potential Conflict of Interest is in the reasonable opinion of the Buyer:

20.6.1

outside of the control of the Supplier:

20.6.1.1

the consequences of termination set out in clauses 18.5 and 18.6 (other than clause 18.6.5) shall apply, and

20.6.1.2

the Supplier must repay to the Buyer all the Charges that it has been paid in advance for the Deliverables that it has not provided as at the date of termination or expiry; or

20.6.2

within the control of the Supplier:

20.6.2.1

the consequences of termination set out in clauses 18.5 and 18.6 shall apply; and

20.6.2.2

the Supplier must repay to the Buyer all the Charges that it has been paid in advance for the Deliverables that it has not provided as at the date of termination or expiry; and

20.6.2.3

the Supplier is responsible for the Buyer’s reasonable costs of procuring replacement Deliverables for the rest of the Term.

20.7

Where the Supplier has failed to notify the Buyer about an actual or potential Conflict of Interest and the Buyer terminates under clause 20.6:

20.7.1

the consequences of termination set out in clauses 18.5 and 18.6 shall apply;

20.7.2

the Supplier must repay to the Buyer all the Charges that it has been paid in advance for the Deliverables that it has not provided as at the date of termination or expiry; and

20.7.3

the Supplier is responsible for the Buyer’s reasonable costs of procuring replacement Deliverables for the rest of the Term.

21. Dispute resolution

21.1

The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Agreement and such efforts shall involve the escalation of the dispute to an appropriately senior representative of each Party.

21.2

If the dispute cannot be resolved by the Parties within one month of being escalated as referred to in clause 21.1, the dispute may by agreement between the Parties be referred to a neutral adviser or mediator (the ‘Mediator’) chosen by agreement between the Parties. All negotiations connected with the dispute shall be conducted in confidence and without prejudice to the rights of the Parties in any further proceedings.

21.3

If the Parties fail to appoint a Mediator within one month, or fail to enter into a written agreement resolving the dispute within one month of the Mediator being appointed, either Party may exercise any remedy it has under applicable law.

21.4

Where a dispute exists between the Parties, in circumstances where the Agreement has not been terminated, the Parties shall continue to comply with the terms and conditions of this Agreement, and the existence of the dispute shall not (without prejudice to any right of either Party to terminate the Agreement, or the provisions of clause 17) permit either party to suspend performance of its obligations under this Agreement.

22. General

22.1

Each of the Parties represents and warrants to the other that it has full capacity and authority, and all necessary consents, licences and permissions to enter into and perform its obligations under the Agreement, and that the Agreement is executed by its duly authorised representative.

22.2

Subject to the further provisions of this clause 22.2, a person who is not a party to the Agreement shall have no right to enforce any of its provisions which, expressly or by implication, confer a benefit on him, without the prior written agreement of the Parties. Clause 8.11 confers benefits on the persons named or identified in that provision other than the parties to this Contract (each such person a “Third Party Beneficiary”) and is intended to be enforceable by Third Party Beneficiaries by virtue of the Contracts (Rights of Third Parties) Act 1999.

22.3

The Agreement cannot be varied except in writing signed by a duly authorised representative of both the Parties.

22.4

The Agreement contains the whole agreement between the Parties and supersedes and replaces any prior written or oral agreements, representations or understandings between them. The Parties confirm that they have not entered into the Agreement on the basis of any representation that is not expressly incorporated into the Agreement. Nothing in this clause shall exclude liability for fraud or fraudulent misrepresentation.

22.5

Any waiver or relaxation either partly, or wholly of any of the terms and conditions of the Agreement shall be valid only if it is communicated to the other Party in writing and expressly stated to be a waiver. 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 Agreement.

22.6

The Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in the Agreement. Neither Party shall have, nor represent that it has, any authority to make any commitments on the other Party’s behalf.

22.7

Except as otherwise expressly provided by the Agreement, all remedies available to either Party for breach of the Agreement (whether under the Agreement, statute or common law) are cumulative and may be exercised concurrently or separately, and the exercise of one remedy shall not be deemed an election of such remedy to the exclusion of other remedies.

22.8

If any provision of the Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from the Agreement and rendered ineffective as far as possible without modifying the remaining provisions of the Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of the Agreement.

22.9

Nothing in this Agreement shall prejudice, conflict with or affect the exercise by the Buyer of its statutory functions, powers, rights, duties, responsibilities or obligations arising or imposed under any Law, legislative provision enactment, bye-law or regulation whatsoever, nor shall it fetter the exercise of any discretion the Buyer may have.

23. Notices

23.1

Any notice to be given under the Agreement shall be in writing and must be:

23.1.1

delivered by hand or by pre-paid first-class post or other next working day delivery service to its address specified in the Order;

23.1.2

sent by email to the email address of the relevant Party specified in the Order,

or to such other address as a Party may from time to time notify to the other Party.

23.2

Any notice will be deemed to have been received:

23.2.1

if delivered by hand, at the time the notice is left at the proper address;

23.2.2

if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Working Day after posting; or

23.2.3

if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 23.2.3, business hours means 9am to 5pm Monday to Friday on a day that is not a public holiday in the place of receipt.

24. Governing law and jurisdiction

The validity, construction and performance of the Agreement, and all contractual and non-contractual matters, disputes or claims arising out of it, shall be governed by the laws of England and Wales and shall be subject to the exclusive jurisdiction of the English courts, to which the Parties submit.

Appendix 1: details to be included in notification provided in accordance with clause 15.6:

Scope: [Subject matter of the processing. For example, name of the specific service that involves processing.]

Nature: [Description of the type of processing, for example, data collection, storage, sharing and so on.]

Purpose of processing: [Description of the purposes of the processing. For example, recruitment, direct marketing and so on.]

Duration of processing: [Periods for which the data will be processed. This is likely to be the duration of the services.]

Types of personal data: [Types of personal data to be processed such as names, contact details and so on.]

Categories of data subject: [For example, employees, customers and so on.]

Appendix 2: Data processing clauses (Supplier as Processor)

1.1

In this Appendix 2, the following words and expressions shall have the following meanings (unless the context otherwise requires):

Buyer Personal Data means personal data that the Supplier processes in connection with the Agreement on behalf of the Buyer in the capacity of a processor; and

Commissioner, controller, data subject, personal data, personal data breach, processor and processing shall have the meanings given to them under the Data Protection Legislation.

1.2

The Supplier shall, in relation to Buyer Personal Data:

1.2.1

process that Buyer Personal Data only on the documented written instructions of the Buyer (including with regard to transfers of personal data to a third country or an international organisation), unless the Supplier is required by Law to otherwise process that Buyer Personal Data. Where the Supplier is relying on any Laws as the basis for processing Buyer Personal Data, the Supplier shall promptly notify the Buyer of this before performing the processing unless prohibited from doing so by those Laws. The Supplier shall immediately inform the Buyer if, in the opinion of the Supplier, the instructions of the Buyer infringe the Data Protection Legislation;

1.2.2

make sure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Buyer Personal Data and against its accidental loss, damage or destruction, including as appropriate:

1.2.2.1

the pseudonymisation and encryption of Buyer Personal Data;

1.2.2.2

the ability to ensure the ongoing confidentiality, integrity, availability and resilience of its processing systems and services;

1.2.2.3

the ability to restore the availability of and access to Buyer Personal Data in a timely manner in the event of a physical or technical incident; and

1.2.2.4

a process for regularly assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing;

1.2.3

make sure that:

1.2.3.1

access to Buyer Personnel Data is restricted only to those personnel who need access to perform the Services; and

1.2.3.2

all personnel who have access to or process Buyer Personal Data are obliged to keep the personal data confidential;

1.2.4

promptly assist the Buyer, at the Supplier’s expense, in responding to any request from a data subject and in ensuring compliance with the Buyer’s obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with the Information Commissioner or other regulators. In particular, the Supplier shall promptly notify the Buyer if it receives any complaint, notice or communication (whether from a data subject, the Information Commissioner or any other third party) which relates to the processing of Buyer Personal Data;

1.2.5

notify the Buyer without undue delay (and in any event within 24 hours) after becoming aware of a personal data breach, and when doing so the Supplier shall provide:

1.2.5.1

a description of the personal data breach, including the categories of personal data and approximate number of data subjects and the personal data records concerned;

1.2.5.2

the likely consequences; and

1.2.5.3

a description of the measures taken or proposed to be taken to address the personal data breach, including measures to mitigate its possible adverse effects;

1.2.6

at the written direction of the Buyer, delete or return to the Buyer all Buyer Personal Data when it is no longer needed to perform the Services and in any event on termination of the Agreement, unless the Supplier is required by Law to continue to process that Buyer Personal Data. The Supplier shall procure that any third party to which the Supplier has disclosed the Buyer Personal Data does the same and shall certify to the Buyer in writing that it has complied with this paragraph 1.2.6. If the Supplier is required by Law to continue to process any Buyer Personal Data, the Supplier shall promptly notify the Buyer of what that Law is and shall only be permitted to process that Buyer Personal Data for that specific purpose. All requirements set out in this Appendix 2 shall continue to apply to any Buyer Personal Data for as long as that Buyer Personal Data is processed by the Supplier. For the purposes of this paragraph 1.2.6, the obligation to “delete” data includes the obligation to delete data from back-up systems as well as live systems; and

1.2.7

maintain complete and accurate records and information to demonstrate its compliance with Data Protection Legislation and this Appendix 2 and make them available to the Buyer on request. The Supplier shall allow for and submit its premises and operations to audits, including inspections, by the Buyer or the Buyer’s designated auditor to demonstrate its compliance with Data Protection Legislation and this Appendix 2.

1.3

The Supplier shall not engage a third party to process any Buyer Personal Data without the Buyer’s prior written consent. The Supplier shall:

1.3.1

make sure that the terms on which it appoints any third party processor comply with Data Protection Legislation and are consistent with the obligations imposed on the Supplier in this Appendix 2; and

1.3.2

remain responsible for the acts and omissions of that third party as if they were the acts and omissions of the Supplier.

1.4

The Supplier shall not carry out, via itself or via any other processor, any processing of Buyer Personal Data, or transfer any Buyer Personal Data, outside of the UK or EEA, including processing Buyer Personal Data on equipment situated outside of the UK or EEA unless the Buyer’s prior written consent has been obtained and the Supplier:

1.4.1

makes sure that the processing is compliant with Data Protection Legislation, including by ensuring an adequate level of protection for the Buyer Personal Data; and

1.4.2

complies with any reasonable instructions notified to it by the Buyer with respect to the processing of the Buyer Personal Data.

1.5

The Supplier shall not do anything which may cause the Buyer to be in breach of Data Protection Legislation or damage its reputation with data subjects.

1.6

The Supplier shall indemnify the Buyer against all Losses incurred by the Buyer as a result of any claim (including any action or investigation by the Information Commissioner or any other regulator) arising out of or in connection with the Supplier’s failure to comply with this Appendix 2.