Guidance

List of changes for version 1.2 of the Mid-Tier Contract

Published 1 August 2023

Key thematic updates

• Ensuring that the IPR clauses work as intended;
• Ensuring that indemnities are capped/unlimited in line with cross-government policy (e.g. making the TUPE indemnity from the Buyer to the Supplier that the Buyer gives in Schedule 7 (Staff Transfer) unlimited);
• Adding an unlimited indemnity from the Buyer to Supplier in relation to employees’ / agents’ claims and and a capped indemnity from the Supplier to the Buyer in relation to losses caused during Goods delivery or installation;
• Amending the Buyer termination rights so the Buyer may only terminate the contract for repeated defaults or material defaults of particular key clauses (e.g. data protection; confidentiality; and IPR clauses);
• Updating as required by PPNs, particularly in respect of GDPR;
• Updating Schedule 7 (Staff Transfer) (TUPE);
• Updating the indexation provisions; and
• Updating security requirements.

Note: The list is divided into ‘themes’ for ease of use. Corrections of typos, very minor amendments, and renumbered cross-references may not be listed.

Every effort has been made to create a fulsome list of the changes at an overview level. For a full picture of the changes, and to see all relevant clause references, please see the Mid-Tier Contract Compare Document, comparing this version 1.2 against the previous version 1.1.

Clause and paragraph numbers refer to the clauses / paragraphs as numbered in v1.2, unless otherwise stated.

List of changes by contract reference

Shorter & easier to use contract

Contract reference	Area	Change
‘Supply Chain’ Core Terms	What is required to be included in sub-contracts	‘Running together’ the clauses on what provisions are required to be included/the Supplier must take reasonable endeavours to try to include in sub-contracts entered into wholly or substantially for the purpose of performing or contributing to the performance of the whole or any part of the contract - depending on whether the contract was entered into before or after the start date. No changes to the content of these clauses.
Throughout the contract	Central Government Body & Crown Body definitions - amalgamation	Deleting the definition of ‘Central Government Body’ and replacing the references to this throughout the contract.
Definitions Schedule (1) & ‘Obeying the law’ Core Terms	Compliance Officer definition removal	Deleting the definition of ‘Compliance Officer’ in the Definitions clauses since this is effectively defined in the ‘Obeying the law’ clauses.
Definitions Schedule (1)	EU definition removal	Deleting the definition of ‘EU’ in the Definitions clauses since this is a well understood term.
Definitions Schedule (1)	Information definition removal	Deleting the definition of ‘Information’ in the Definitions clauses since this is not needed, given the defined term “Request For Information”, and use the non-defined version of this word throughout the contract.
‘Goods clauses’ & ‘Rights and protection’ Core Terms	Manufacturers’ warranties - amalgamation	Deleting (previous) clause 3.2.2 (assignment of manufacturer warranties), and combining this with clause 9.7 of the ‘Right and protection’ clauses by adding the words “for free” to the end of “All third party warranties and indemnities covering the Deliverables must be assigned for the Buyer’s benefit by the Supplier.”
‘Supplier Staff’ Core Terms	Replacing Supplier Staff re: fraud and bribery - amalgamation	Deleting (previous) clause 7.3 (replacing Supplier Staff regarding fraud and bribery breaches), as this is already captured in clause 31.5.1 of the ‘Preventing fraud, bribery and corruption’ clauses of the Core Terms.
‘When you can share information’ Core Terms	Requests for Information - tidying	In clause 20.2 (Supplier to assist Buyer with requests for information including FOIA) removing the references to the FOIA requests and EIR requests, since these are included in the definition of “Request for Information”, and instead just refer to “Request for Information.”
Definitions Schedule (1); Core Terms	Removal of unnecessary explanatory clauses	Deleting (previous) clauses 2.3 (headings in contract), 2.5 (singular and plural), and 2.8(b) (EU institutions) in ‘Understanding the Contract’.
‘Contract’ & ‘Deliverables’ Award Form	Combine Contract and Deliverables sections, deleting Deliverables section	Combining these two sections in the Award Form as the definition of “Deliverables” does not refer to the Award Form, making this section legally superfluous, but keeping a brief explanation of what the Deliverables are in the ‘Contract’ section for ease of future reference for the parties.
‘Guarantee’ Award Form	Amending reference from Guarantee to Guarantor	Amending this section in the Award Form so that the identity of any guarantor providing a guarantee based on the form in Schedule 23 (Guarantee) is stated in the Award Form. Previously the section referred to whether a guarantee was required under the Contract but this was not legally necessary as the definition of “Guarantee” does not refer to the Award Form.
‘Sustainability’, ‘Commercially Sensitive Information’, ‘Insurance’ Award Form	Removing references to schedules in the Award Form where no detail required	Removing the sections in the Award Form dealing with ‘Sustainability’, ‘Commercially Sensitive Information’, ‘Insurance’, because no detail needs to be inserted/option needs to be chosen in the Award Form, other than in the ‘Incorporated Terms’ section where applicable schedules are listed. Details are included in relevant schedules, assuming these are used.

IPR working as intended & consistent

Contract reference	Area	Change
Definitions Schedule (1), ‘Buyer’ and signature block - Award Form, ‘Intellectual Property Rights’ Core Terms, ICT Schedule (28), IPR Schedule (36) & Exit Management Schedule (30)	IPR	Making it clearer that where the Buyer is a Crown Body, the Supplier is contracting with the Crown as a whole, and adding guidance about how this interacts with IPR drafting options. Amending clause 10 of the Core Terms relating to IPR Claims, so that where a third party IPR claim is anticipated or made and the Supplier must either (a) procure relevant rights; or (b) replace/modify the item with non-infringing substitutes - this is at the Supplier’s option (rather than Buyer’s option), and if the Supplier is not able to resolve the IPR Claim to the Buyer’s reasonable satisfaction within a reasonable time, and the Buyer terminates the Contract the consequences of termination in clause 14.5.1 shall apply. Putting the IPR provisions from the ICT Schedule (28) into the IPR Schedule (36). The combined IPR Schedule is divided into Part A (non-ICT/software) and Part B (ICT-software), and Buyers will select which Part applies. These work as stand-alone clauses (along with the Core Terms). Amending the definitions in the Definitions Schedule (1) for “Deliverable” and “Open Licence”. Adding definitions to the Definitions Schedule (1) and/or moving the definitions from the ICT Schedule (28) to the Definitions Schedule (1) for: “Buyer Property”, “Buyer Software”, “Buyer System”, “COTS Software”, “ICT Environment”, “Malicious Software”, “Object Code”, “Open Source”, “Software”, “Software Supporting Materials”, “Source Code”, “Specially Written Software”, “Supplier New and Existing IPR Licence”, “Supplier System” Moving the definition of “Termination Assistance Period” from the Exit Management Schedule (30) to the Definitions Schedule (1). Updating the Exit Management Schedule (30) at para 2.2.2 so that the schedule of the IPRs required for the Virtual Library is (consistent with Annex 1 of Schedule 36 (Intellectual Property), and deleting (previous) para 7.4 about licences, leases and authorisations being terminated with effect from the end of the Termination Assistance Period – as this is adequately dealt with in the IPR Schedule (36). Amending the definition of “IPR Claim” in the Definitions Schedule (1) so that the Supplier unlimited indemnity in favour of the Buyer (in the Core Terms) excludes any claims in respect of Commercial Off The Shelf (‘COTS’) Software where Part B of the Intellectual Property Rights Schedule (36) is used. Moving definitions out of the ICT Schedule (28) to the Definitions Schedule (1) (as detailed above), adding guidance to the Schedule about the movement of IPR terms, and deleting (previous) para 9 (except the ‘Malicious Software’ provisions, which become new para 9) and (previous) paras 10.3.1 and 10.3.2. In the IPR Schedule (36) - for both Part A and Part B: a) In relation to drafting ‘option 3’ (Supplier owns foreground IPR, Buyer has licence to this for the current contract) aligning the clauses and guidance more with the IPR Guidance Note (PDF, 268 KB), so that it applies for Deliverables only for the Termination Assistance Period of the Contract and not for ‘replacement’ Deliverables; b) Ensuring that under drafting ‘option 1’ (Buyer owns foreground IPR, Supplier has licence to this to deliver the contract only) and ‘option 2’ (Buyer owns foreground IPR, Supplier has licence to this to deliver the contract & for commercial exploitation) the IPR licences the Buyer grants to the Supplier for foreground IPR and Buyer background IPR are effectively the same: a. In option 1, these are for the Supplier to fulfil its obligations under the contract, for the Term & any Termination Assistance Period, and can be sublicensed for this purpose. b. In option 2, these are for the Supplier to fulfil its obligations under the contract and to enable commercial exploitation of the foreground IPR outside the contract. These can be sublicensed for the former purpose and termination / expiry of the contract does not terminate these licences. Buyer needs to approve exploitation of these outside the contract - deemed approval applies, and the Buyer can only refuse this for harm to reputation /interests. Adding in a clause stating that the Buyer has the right to terminate these licences if the Supplier breaches any conditions the Buyer has placed on the use of these licences; c) Ensuring that under drafting ‘option 3’ (Supplier owns foreground IPR, Buyer has licence to this for the current contract) and ‘option 4’ (Supplier owns foreground IPR, Buyer has licence to this for the current contract and other government purposes), the licence to Buyer background IPR is for the Supplier to fulfil its obligations under the contract and to enable commercial exploitation of the foreground IPR outside the contract. These can be sublicensed for the former purpose and termination/expiry of the contract does not terminate these licences. Buyer needs to approve exploitation of this outside the contract - deemed approval applies, and the Buyer can only refuse this for harm to reputation/interests. Adding in a clause stating that the Buyer has the right to terminate this licence if the Supplier breaches any conditions the Buyer has placed on the use of these licences; d) Ensuring that under drafting ‘option 3’ Ensuring that under drafting ‘option 3’ and ‘option 4’ the IPR licences the Supplier grants to the Buyer for foreground IPR and Supplier background IPR are effectively the same (below for the terms of the licence): a. In option 3, these are for the Term & any Termination Assistance Period. b. In option 4, termination/expiry of the contract does not terminate these licences; e) Amending the approach to the licence the Buyer receives in respect of Supplier background IPR (this is limited to non-COTS IPR, as COTS IPR is dealt with differently - see below) so that where this is (a) embedded in a Deliverable; (b) is necessary for the Buyer to use the Deliverable, or (c) the Deliverable is a customisation or adaptation of Supplier background IPR - the Buyer gets different rights to this: a. In all cases* the Buyer gets a non-exclusive, perpetual, royalty-free, irrevocable, transferable, sub-licensable, and worldwide licence to the Supplier background IPR. *except for ‘option 3’ (Supplier owns foreground IPR, Buyer has licence to this for the current contract), where this is not perpetual. b. Where this IPR is embedded in a Deliverable - Buyers / transferees / sub-licensees can use, adapt and copy this Supplier background IPR for particular purposes. There are no restrictions on the identity of any transferee or sub-licensee in this case. c. Where this is necessary for the use of a Deliverable or the Deliverable is a customisation or adaptation of Supplier background IPR - Buyers / transferees / sub-licensees can use, copy, but not adapt, disassemble or reverse engineer this Supplier background IPR for particular purposes. It is transferable to a Crown Body, or any body that takes over the Buyer’s functions, or any body that is not a direct competitor of the Supplier (subject to, in this case, confidentiality undertakings). It is also sub-licensable to a replacement supplier, subject to confidentiality undertakings. Confidentiality undertakings are either between with the Supplier (a form of confidentiality undertakings has been added to Schedule 36 at Annex 2) or with the Buyer as per clause 19 of the Core Terms. d. The purposes this can be used for are: i. In ‘option 1’ and ‘option 2 - (a) to allow the Buyer or any End User to receive and use the Deliverables; (b) to allow the Buyer to commercially exploit the foreground IPR and foreground IPR Items; (c) for any purpose relating to the exercise of the Buyer’s (or, if the Buyer is a Public Sector Body, any other Public Sector Body’s) business or function. ii. In option 3 - to allow the Buyer or any End User to receive and use the Deliverables. iii. In option 4 - (a) to allow the Buyer or any End User to receive and use the Deliverables; (b) for any purpose relating to the exercise of the Buyer’s (or, if the Buyer is a Public Sector Body, any other Public Sector Body’s) business or function; f) Amending the approach (across all options) to the licence the Buyer receives in respect of any background third party IPR (this is limited to non-COTS IPR, as COTS IPR is dealt with differently - see below), so that either (a) the owner of the third party IPR grants a licence to the Buyer equivalent to the licence the Buyer gets from the Supplier for Supplier background IPR (see above for the terms of this licence); or - if the Supplier cannot, after commercially reasonable endeavours get that licence - (b) the Supplier tells the Buyer what alternative licence terms are available from the third party/other third parties and the Buyer accepts this and gets a direct licence from that third party; or (c) the Buyer gives authorisation to use third party IPR without a licence; g) Ensuring coherent provisions for publication of the foreground IPR as open licence by the Buyer if it wishes to under ‘option 1’ (Buyer owns foreground IPR, Supplier has licence to this to deliver the contract only), including removing the indemnity in respect of this, as it is covered by the existing Supplier indemnity to the Buyer for third party IPR claims. Adding that the Buyer will not be liable if any Supplier background IPR or third party IPR is included in the Open Licence Publication Material published by the Buyer. Also ensuring that any Supplier background IPR included in any open licence material becomes open licence; h) Moving clauses on the Buyer requiring detailed exploitation information including business plans and financials, and on clawback of any foreground IPR if not exploited by the Buyer to ‘option 5’ (Royalties) (not to be used when ‘option 2’ also used). Retaining clauses in options 3-5 on requiring some information to be provided about foreground IPR exploitation; i) Amending ‘option 5’ (Royalties) so that the Buyer gets royalties upon Supplier exploitation, if this option is used. Providing a formula for their calculation and provisions around payment and supporting records. If required, the Parties may need to enter into additional agreements / variations in line with this royalties provision. j) Ensuring that foreground IPR created under the contract is recorded in Annex 1; k) Ensuring that the Buyer has any patent licence it requires to use the foreground IPR; In the IPR Schedule (36) - for Part B: a) Ensuring the IPR clauses cover both software (Specially Written Software) and other types of IPR; b) Aligning the approach to COTS and non-COTS, to align with the DDAT Playbook refresh, including: i. Giving the Buyer 10 working days to reject a Supplier’s use of COTS software (its own, or a third party’s), and if a Buyer does not reject in the timeframe, the Buyer will have been deemed to approve this us ii. Removing the ability for the Supplier to terminate its background non-COTS IPR licence if the Buyer materially defaults on the licence.

Alignment of indemnities

Contract reference	Area	Change
‘Supplier Staff’ Core Terms	Indemnity from Supplier to Buyer in relation to employees / agents	Extending the unlimited Supplier indemnity for employee claims out to those “engaged by” as well as “employed” by the Supplier.
‘Goods Clauses’ Core Terms	Indemnity from Supplier to Buyer in relation to delivery of Goods	Aligning the contract with the Short Form by including a capped indemnity from the Supplier to the Buyer in respect of any Loss or injury (whether fatal or otherwise) occurring in the course of delivery or installation then the Supplier shall indemnify the Buyer from any losses, charges, costs or expenses which arise as a result of or in connection with such Loss or injury where it is attributable to any act or omission of the Supplier or any of its Subcontractors or Supplier Staff: [Note: The existing liability caps will apply]
‘How much you can be held responsible for‘ Core Terms	Indemnity from Supplier to Buyer in relation to wilful misconduct of staff	Amending the indemnity from the Supplier to the Buyer in respect of wilful misconduct of the Supplier, Subcontractor and Supplier Personnel that impacts the Contract to make it clear this indemnity is capped.
‘Obeying the law’ & ‘How much you can be held responsible for‘ Core Terms	Indemnity from Supplier to Buyer in relation to breaches of applicable law	Amending the capped indemnity from the Supplier to the Buyer for “any costs resulting from any default by the Supplier relating to any applicable Law to do with the Contract,” to “any costs resulting from any Supplier breach of applicable Law to do with the Contract.” Amending the indemnity to make it clear this indemnity is capped.
‘Supplier Staff’ & ‘How much you can be held responsible for’ Core Terms	Indemnity from Buyer to Supplier in relation to employees’ / agents’ claims	Including an unlimited indemnity from the Buyer to the Supplier for “all claims brought by any person employed or engaged by the Buyer caused by an act or omission of the Buyer or any of the Buyer’s employees, agents, consultants and contractors.”
‘How much you can be held responsible for’ Core Terms	Indemnity from Buyer to Supplier in relation to TUPE / Staff Transfer	Making the TUPE indemnities from the Buyer to the Supplier that the Buyer gives in Schedule 7 (Staff Transfer) unlimited, rather than capped.
‘How much you can be held responsible for’ Core Terms	Unlimited indemnity from Supplier to Buyer in relation to IPR - correction	Replacing the reference in the clause (15.4) specifying which indemnities/liabilities from the Supplier are unlimited from clause 10.2.1 to 10.2 (Supplier indemnity for IPR claims), as there is no clause 10.2.1.

Alignment of Buyer termination provisions

Contract reference	Area	Change
‘When the Buyer can end the contract’ Core Terms	Buyer termination right - material defaults of key clauses	Amending the following Buyer termination rights so that a material default of these clauses, rather than just a default is required: a) Confidentiality b) Personal Data c) The IPR schedule/IPR clauses d) The Cyber Essentials obligations under the Security Schedule.
‘When the Buyer can end the contract’ Core Terms	Buyer termination right - persistent breaches and material breaches	Removing the Buyer termination right for a Supplier Default that occurs and continues to occur on one or more occasions within 6 Months following the Buyer serving a warning notice that it may terminate for persistent breach, and stating that, for the purposes of that termination right, a material default is either a single material default or repeated defaults. The termination right will be for material breaches that are incapable of remedy. Those that are capable of remedy will be dealt with via the rectification plan process.

TUPE / Staff Transfer

Contract reference	Area	Change
-	Indemnity from Buyer to Supplier in relation to TUPE / Staff Transfer	[See under “Liabilities and Indemnities” above]
‘Incorporated Terms’ Award Form, optional Staff Transfer Schedule (7), throughout the contract & Guidance	Making Part E of TUPE Schedule mandatory in Mid-Tier	Amending the Award Form (and guidance) so that [Part E of] the Staff Transfer Schedule (7) is mandatory in the Mid-Tier. The guidance in the schedule sets out when you need to use Parts A-E of the schedule & now makes clear that Part E (Staff transfer on exit) is always mandatory.
‘Other people’s rights in the Contract Core Terms	Third Party Rights to enforce TUPE obligations	Amending the Core Terms to ensure that third parties can use the Contracts (Rights of Third Parties) Act (CRTPA) to enforce relevant terms in the Staff Transfer Schedule (7).
optional Staff Transfer Schedule (7)	Relevant Transfer Dates	Amending the references throughout the schedule from “the” Relevant Transfer Date(s) to “any” Relevant Transfer Date(s) and from “the Effective Transfer Date” to “the relevant Relevant Transfer Date”.
optional Staff Transfer Schedule (7)	Reg 10 Employment Regulations	Amending the references to Reg 10(2) of the Transfer of Undertakings (Protection of Employment) Regulations 2006 throughout the schedule to Reg 10.
optional Staff Transfer Schedule (7)	Part D – Pensions is to apply if unexpected transfers	In Parts A, B, and C, amending the provisions dealing with unexpected transfers, by extending the requirement that the new employer comply with applicable law, to also include the new employer complying with the “provisions of Part D (Pensions) and its Annexes”, including New Fair Deal.
Part C, optional Staff Transfer Schedule (7)	Part C – no staff transfer expected	Amending the references throughout the schedules from “No Staff Transfer On Start Date” to “No Staff Transfer Expected On Start Date”, as well as any reference to agreeing that there “will not” be a relevant transfer to “is not expected to be” a relevant transfer.
optional Staff Transfer Schedule (7)	Reflecting changes to statement of practice, paper, or other guidance in the contract	Rewording the provision dealing with changes to a relevant statement of practice, paper, or other guidance (to include Cabinet Office Statement of Practice on Staff Transfers, the Fair Deal and/or the New Fair Deal) and how these are reflected in the contract via the change control procedure, so that instead of stating that “Any changes embodied in” replacements to these documents will be agreed in accordance with the change control procedure, it states that “Any changes necessary to this Contract as a result of changes to, or any replacement of” these documents with be changed in accordance with the change control procedure.
Part A, optional Staff Transfer Schedule (7) & Guidance	Civil Service Compensation Scheme to apply	Including in Part A (first generation outsourcing TUPE transfers) a clause stating that “The Supplier acknowledges, in respect of those Transferring Authority Employees who were eligible for compensation under the terms of Civil Service Compensation Scheme (“CSCS”) immediately prior to transfer, that the right to benefits calculated in accordance with the terms of the CSCS will transfer under the Employment Regulations. The Supplier acknowledges and accepts that for any employee who was eligible for compensation under or in accordance with the terms of the CSCS, the right to compensation, is a right to compensation in accordance with the terms of the CSCS applicable at the time at which the employee becomes entitled to such compensation (including voluntary or compulsory redundancy). Suppliers are advised to check the Civil Service Pensions website for the current CSCS terms.”
Part B, optional Staff Transfer Schedule (7)	Identification of transferring former supplier employees in Part B	Deleting the references to “the Authority” [not] identifying transferring former supplier employees, where Part B deals with employees transferring unexpectedly, and the resulting obligations and indemnities.
Part B, optional Staff Transfer Schedule (7)	Reg 13(4) Employment Regulations	Amending the reference to “Reg 13” of the Transfer of Undertakings (Protection of Employment) Regulations 2006 to “Reg 13(4)” in para 3.1.8 of Part B.
optional Staff Transfer Schedule (7)	Definition of Admission Agreement	Amending the definition of Admission Agreement at para 1 of the Staff Transfer Schedule by replacing the current definition with “either or both of the CSPS Admission Agreement (as defined in Annex D1: CSPS) or the LGPS Admission Agreement) as defined in Annex D3: LGPS), as the context requires,” so it aligns with how it is defined in Part D. Removing this definition in para 1 of Part D of the Staff Transfer Schedule, to avoid repetition.
Part D, optional Staff Transfer Schedule (7)	Definition of Fair Deal Employees	Amending the definition of Fair Deal Employees, by fixing the formatting, so it is clear the final sentence (“who at the Relevant Transfer Date are or become entitled to New Fair Deal or Best Value Direction protection in respect of any of the Statutory Schemes as notified by the Buyer”) applies to each of (a)-(d) of the definition.
Annex D1, optional Staff Transfer Schedule (7)	Definition of CSPS	Amending the definition of CSPS by replacing the start of the definition “the Principal Civil Service Pension Scheme” with “The “Alpha” pension scheme introduced under The Public Service (Civil Servants and Others) Pensions Regulations 2014” and deleting the reference to “and “alpha” introduced under The Public Service (Civil Servants and Others) Pensions Regulations 2014” at the end of the definition.
Part E, optional Staff Transfer Schedule (7)	Definition of DPA	Updating the reference from “DPA” to “DPA 2018”.
Annex D3, optional Staff Transfer Schedule (7)	LGPS Admission Agreement - timing	Amending the clause around the Supplier becoming a LGPS Admission Body, by making it clear that if required, the Supplier will need to enter into an LGPS Admission Agreement “with effect from” the Relevant Transfer Date to enable the LGPS Fair Deal Employees to retain either continuous active membership of or eligibility for the LGPS.
Para 1.6, Part E, optional Staff Transfer Schedule (7)	Suppliers and subcontractors providing TUPE information about way in which services organised	Updating the clause requiring suppliers and subcontractors to provide information to the Buyer on exit relating to the manner in which the Services are organised by: a) Requiring this information to be provided within 20 working days; b) Amending sub-paras 1.6.1, 1.6.2, and 1.6.4 so they refer to “Supplier Personnel” rather than “employees”& including a guidance note at the start of Part E to explain this change.
Part E optional Staff Transfer Schedule (7)	New clauses - aligning to future delivery models – avoiding split contracts	Inserting a new clause in Part E stating that “From the date of the earliest event referred to in Paragraph 1.1.1, 1.1.2, and 1.1.3 the Supplier agrees that following a request from the Authority it shall and shall procure that each Sub-contractor shall use reasonable endeavours to comply with any reasonable request to align and assign Supplier Staff to any future delivery model proposed by the Authority for Replacement Services within 30 Working Days or such longer timescale as may be agreed. Inserting a new clause in Part E stating that “Any changes necessary to this Contract as a result of alignment referred to in [the above Para] shall be agreed in accordance with the Variation Procedure.”
Para 1.7, Part E, optional Staff Transfer Schedule (7) & Guidance	Additional information about transferring employees to ensure smooth transition and employees being paid	Adding two additional sub-paras so that the Supplier must also provide (for each transferring employee) (a) a copy of any personnel file and/or any other records regarding the service of the Transferring Supplier Employee; and (b) a complete copy of the information required to meet the minimum recording keeping requirements under the Working Time Regulations 1998 and the National Minimum Wage Regulations 1998 to the Buyer/Replacement Supplier.
Part E, optional Staff Transfer Schedule (7)	Obligations at relevant transfer date	Amending the time periods for the obligations and indemnities given by the [Former] Supplier in Part E, so that these apply up until (but excluding) the Relevant Transfer Date, since the obligations and indemnities given the [Replacement] Supplier are from and including the Relevant Transfer Date in the remainder of the Schedule. Similarly, Amending the time periods relating to the Replacement Supplier indemnification of the Supplier for financial obligations (e.g. HMRC claims, PAYE and NI contributions), making it clear that this only relates to these financial obligations arising “on and” after the transfer date. Amalgamating para 2.2 and (previous) para 2.10 in Part E as these are essentially the same. Para 2.10 is deleted and any additional wording carried over to para 2.2. Referring to “Statutory Schemes” rather than “Schemes” as this is the defined term.
Annex E2, optional Staff Transfer Schedule (7) & Guidance	Employee information template – age / DOB	Updating the template table in Annex E2 for employee details/information by amending the “age” category to “date of birth”.
‘When the Buyer can end the Contract’ Core Terms	Definition of Supplier Termination Event - TUPE related	Amending the definition of “Supplier Termination Event” in the ‘When the Buyer can end the Contract’ clause in the Core Terms so that it covers “any failure by the Supplier to enter into or to comply with an Admission Agreement under Part D” of the Staff Transfer Schedule, rather than “the Annex to either Part A or Part B” of this Schedule.
What you must keep confidential Core Terms	Information shared on a confidential basis	Adding a new sub-clause added to the Core Terms to make clear that information obtained during an audit, due to step-in rights and on Exit or staff transfer can only be shared on a confidential basis.

Sourcing Playbook & associated Guidance Notes updates

Contract reference	Area	Change
Sustainability Schedule (26);	Supplier Code of Conduct update	Updating the references to the Supplier Code of Conduct (PDF, 249 KB) to refer to the most recent version of the Code (v3).
Charges Schedule (3)	Index referred to; Indexation included	Amending the indexation clauses by replacing the reference to ‘CPI’ with a reference to inserting an appropriate index / indices so that Buyers can insert an appropriate index. Removing references to CPI in the Guidance in para 5.3 of the Charges Schedule about increases in charges, and replacing this with a reference to an appropriate price index. Updating the indexation guidance about the use of appropriate indices, including referring to the updated Sourcing Playbook.
Charges Schedule (3)	What happens if index is revised / missing	Amending the wording about what happens if an index is no longer published - changing the reference from the Buyer and the Supplier shall agree “a fair and reasonable replacement that will have substantially the same effect”, to “an appropriate replacement index which shall cover to the maximum extent possible the same economic activities as the original index.”
Charges Schedule (3)	Reference period for index changes	Amending the wording allowing for a period during which Indexation will not occur by including a definition for this period - the “Non-Indexation Period. Amending the wording stating that adjustments will be made to reflect the percentage change in relevant selected index since the Start Date, replacing this with with Indexation occurring annually on the anniversary of the Start Date, with it first occurring 12 months after the end of the Non-Indexation Period by reference to the 12 months following the end of the Non-Indexation Period.
Table 2 - Annex Charges Schedule (3)	Firm & fixed pricing - indexation	Amending Table 2 in the Charges Annex dealing with Fixed pricing, by extending this to Firm pricing and making it clear that firm pricing does not involve indexation, and fixed pricing does. The Buyer is able to select whichever applies.
Charges Schedule (3)	Guidance on indexation	Including some guidance in the contract that OBCM (Financial Transparency Objectives in the MT) can be a helpful compliment to Indexation (where proportionate to use).
Charges Schedule (3)	Excluding from indexation historical costs incurred but not yet recovered through charges	Including wording providing that “any costs charged by the Supplier to the Buyer in respect of Supplier Assets or Buyer Assets (including capital costs and installation, maintenance and support costs) which are incurred by the Supplier prior to the relevant adjustment date but which remain to be recovered through the Charges” are not to be adjusted, and will be exempt from indexation.

DDAT Playbook & associated Guidance Notes updates

Contract reference	Area	Change
optional Agile Schedule (28A)	Guidance - refer to Agile Guidance Note	In line with the publication of the Contracting for Agile Guidance Note (PDF, 221 KB) with the DDAT Playbook refresh, referring to this guidance in the optional Agile Schedule.
Guidance	Guidance - refer to IPR Guidance Note	In line with the publication of the IPR Guidance Note (PDF, 268 KB) with the DDAT Playbook refresh, reflecting this guidance in IPR guidance in the contract and guidance documents and referring out to it.
Part B Sustainability Schedule (26)	Guidance - Tech Code of Practice & Greening Gov ICT – Sustainability	In line with the DDAT Playbook PDF, 4.2 MB) refresh, updating the guidance sections of the ‘Environmental - Further Requirements’ section of the Sustainability Schedule to refer to the #12 Tech Code of Practice (Make your technology sustainable), and Greening government: ICT and digital services strategy 2020 to 2025, as places where you might look for sustainability requirements where buying DDAT/ICT.

PPNs

Contract reference	Area	Change
Definitions Schedule (1) & Processing Data Schedule (20)	Data Protection Legislation PPN	In line with PPN 03/22 – Updated Guidance on Data Protection Legislation, amending the data protection clauses in the contract in line with the model clauses in Annex A of that PPN. However, in light of Supplier and Buyer feedback, retaining the wording covering either party as Controller or Processor, the parties as Joint Controllers, and the parties as Independent Controllers, in case one of these scenarios applies, although it is rarer than Buyer as Controller and Supplier as Processor. Adding guidance that the Buyer will be the Controller, and the Supplier the Processor in the vast majority of cases, and Buyers must speak to their DPO if they believe another data processing scenario applies. Retaining the drafting covering transfers outside of the EEA, and responding to other regulatory authorities where the EU GDPR applies (see below). These updates include amendments to the Data Processing Schedule (20) of the MT, including additional clauses on instructions infringing legislation, providing assistance for DPIAs, using the term “Data Loss Event” rather than “Data Protection Breach”, the term “best endeavours” as opposed to “all reasonable endeavours” and removing the clause about the Buyer being able to revise data protection clauses on notice to the Supplier. It also covers updated section references in the DPA 2018 and removes references to the parties agreeing to take account of guidance issued by a Central Government Body. The updates include amendments to the Definition Schedules (1), including adding a definition of “Data Loss Event”, amending the definitions of “Joint Controllers”, “Protective Measures”, and “UK GDPR”. Updating the Annex to be completed by the Controller in line with Annex A - Part 2 (Schedule of Processing, Personal Data and Data Subjects) to PPN 03/22. This includes adding a section for ‘subject matter of the processing’ and more details about transfers.
MT: Sustainability Schedule (26)	Modern Slavery PPN	In line with the revised Modern Slavery Procurement Guidance published with PPN 02/23: Tackling Modern Slavery in Government Supply Chains, amending the clauses dealing with modern slavery, in line with the model clauses in Annex C of that document.
Annex A ‘Transparency Reports’ – Transparency Reports Schedule (6)	Procuring Steel PPN	In line with PPN 04/23: Procuring Steel in Government Contracts, including guidance in the transparency reports annex about when the PPN applies, and the types of draft clauses that will need inserting in this case, to enable the Buyer to collect data and report on steel usage.
‘When the Supplier can end the contract’ Core Terms	Buyer termination rights - Occasion of Tax Non-Compliance - Promoting tax compliance PPN	Adding wording so that this right of termination (Occasion of tax non-compliance) applies where the Supplier fails to provide details of proposed mitigating factors which the Buyer considers acceptable, in line with PPN 03/14: promoting tax compliance.

Data Protection* protection of Government Data, and Security

*other than GDPR PPN, above.

Contract reference	Area	Change
Throughout the contract	Combining the definitions of Buyer Data and Government Data	Deleting the definition of Buyer Data, and the references to this term throughout the contract, and replacing it with the defined term Government Data. Including Personal Data which the Buyer controls in this definition.
Throughout the contract	Exempting some Supplier Data from the definition of Government Data for certain provisions	Carving out “any data which is owned or licenced by the Supplier and is in the joint or independent control of the Parties” from certain data protection provisions which use the definition of ‘Government Data’: a) the need to destroy storage media holding the Government Data. b) Government Data remaining under the effective control of the Supplier, but only in respect of Government Data which is licensed by the Supplier. c) devices used to access or manage Government Data being under the management or control of the Supplier or Buyer and have a minimum security policy applied, but only in respect of Government Data licenced by the Supplier. d) securely erasing Government Data held by the Supplier when requested to do so by the Buyer.
Data Processing Schedule (20) & Guidance	Transfers of data overseas	Combining the clauses on transfers of data outside the UK under UK GDPR and transfers of data outside the EEA under EU GDPR, so that this is now contained in one clause (applicable for either party as Controller or Processor, the parties as Joint Controllers, and the parties as Independent Controllers). Aligning these clauses on transfers out of the EEA and UK, across all 3 contracts, and all 3 processing scenarios (either party as Controller or Processor, the parties as Joint Controllers, and the parties as Independent Controllers) - e.g. including references in each to s 119A(1) of the DPA 2018. In the Independent Controllers clauses of the Data Processing Schedule (20), updating the clause dealing with transfers of data outside the UK, so that it is aligned with the other contracts and covers transfers out of the EEA and UK and applies where the UK or EU GDPR apply. As per above, this is a combined clause. Adding guidance around the use of Transfer Risk Assessments for transfers overseas.
“Subprocessor” Definitions Schedule (1)	Definition of ‘Subprocessor’	Amending the definition of “Subprocessor” so it refers to the “Processor” rather than the “Supplier.”
Annex 1 - Data Processing Schedule (20)	Independent Controllers - Replacing “business contact details” with “personally identifiable information”	In the table where details of data processing are to be recorded, in the provision for the scenario where the parties are Independent Controllers, replacing the references to “business contact details” with “personally identifiable information”.
Annex 2 - Data Processing Schedule (20)	Joint Controllers – cooperation and costs between parties	In the clause that says that when the parties are joint controllers, they must provide the other Party with full cooperation and assistance in relation to particular requests, complaints or to enable the other Party to comply with the relevant timescales set out in the Data Protection Legislation, also cross-referring to the clauses that say one party will be responsible re: Data Subject management. In the clause that says that when the parties are joint controllers, they must use best endeavours to restore, re-constitute and/or reconstruct any Personal Data where it has lost, damaged, destroyed, altered or corrupted as a result of a Personal Data Breach, amending the reference to this being at the Party’s own cost, so it the cost is met by the Party at fault.
‘Supplier Staff’ & ‘Data Protection’ Core Terms, Award Form	Protection of Government Data	Amending the title of the clause “Data protection” by adding “and security” in the Core Terms. Amending the requirement in the Core Terms that the Supplier make accessible back-ups of all Government Data from “every 6 Months” to “upon reasonable request”. In the Core Terms, amending the requirement that Supplier systems holding “any Government Data, including back-up data, is a secure system that complies with the Security Policy and any applicable Security Management Plan” to “any Supplier, Subcontractor and Subprocessor system (including any cloud services or end user devices used by the Supplier, Subcontractor and Subprocessor) holding any Government Data, including back-up data, is a secure system that complies with the Cyber Essentials Schedule (if used), the Security Schedule (if used), the Security Policy and the security requirements specified in the Award Form and otherwise as required by Data Protection Legislation.” In Core Terms removing the reference to the Buyer being “entirely” at fault in respect of which party bears the costs of restoring Government Data, to align with the Short Form (and MSC). Amending the requirements in the Core Terms that Government Data is to be provided in an agreed “open” format upon Buyer request - replacing this with the requirement that it must be an “agreed format (provided it is secure and readable)”. Amending the requirements in the Core Terms around Supplier erasure of Government Data on Buyer request, so that Suppliers must certify to the Buyer when this is completed. Stating that where Suppliers are required by Law to retain this data and therefore are not required to delete it, they may only rely on this to the extent required by Law.
‘Supplier Staff’ & ‘Data Protection’ Core Terms, optional Security Schedule (16) & ‘Buyer’s Security Policy’ Award Form	Security - Other	In the Core Terms, amending the requirement for the Supplier Staff to be vetted against the Security Policy by adding “if used”, in case this is not utilised. In the Award Form, replacing the section “Buyer’s Security Policy” with “Buyer’s Security Requirements and Security and ICT Policy”. This provides a space for Buyers to put their security requirements or to refer to the optional Security Schedule (16). We have kept the space for a Buyer to insert the details of their Security Policy (if used), but have added spaces where Buyers specify whether for the purposes of Schedule 16, or for Supplier Staff vetting, the Supplier is/is not required to comply with this policy. Including the space for a Buyer to insert the details of their ICT Policy (if used), with added spaces where Buyers specify whether for the purposes of Schedule 16, or for the optional ICT Schedule (28), the Supplier is/is not required to comply with this policy. In the optional Security Schedule (16) adding guidance noting that the Cabinet Office Information Assurance Team has produced some stand-alone security schedules published on https://www.security.gov.uk/guidance/procurement-security-contracts/ and that Buyers may consider whether they would like to include these instead. In the optional Security Schedule (16) at para 2.1 of Part A and para 5.1.4 of Part B, adding the words “and ICT Policy” after the words “Security Policy”, which refers to the Supplier complying with and/or amending these polic(ies). In the optional Security Schedule (16) at para 3.2 of Part A, requiring Suppliers to provide a level of security “for its own system and any cloud services used”, as well as adding a requirement at new para 3.2.5 that this must “compl[y] with the 14 Cloud Security Principles available at: https://www.ncsc.gov.uk/collection/cloud/the-cloud-security-principles. The Supplier must document how it and any cloud service providers they use comply with these principles, and provide this documentation upon request by the Buyer.” We also have added this cloud security principles requirement to the level of security required of the ISMS at para 3.4.3 of Part B.
‘Cyber Essentials certification’ Award Form & optional Cyber Essentials Schedule (19)	Cyber Essentials	In the Award Form, amending the ‘Cyber Essentials certification’ section by adding guidance about when this Schedule should be used and which level should be required, by reference to the current Cyber Essentials PPN. In the optional Cyber Essentials Schedule (19), adding guidance setting out that the Buyer needs to set out in the Award Form whether a Cyber Essentials or Cyber Essentials Plus Certificate is required. In the optional Cyber Essentials Schedule (19) amending para 2.5 to make it clearer that relevant subcontractors need to provide a valid Cyber Essentials Certificate, at the equivalent level to that held by the Supplier and that the Supplier is prohibited from requiring the subcontractor to commence any provision of the Deliverables under the contract until this certification is evidenced. In the optional Cyber Essentials Schedule (19) inserting a requirement that the Supplier must (and ensure its subcontractors’ do also) make sure any end user devices it uses for any Cyber Essentials Scheme Data are within the scope of the current Cyber Essentials Certificates the Supplier/Subcontractor have (or an equivalent ISO/IEC 27001 (at least ISO/IEC 27001:2013) certification issued by a UKAS-approved certification body).

Miscellaneous

Contract reference	Area	Change
‘IPR’ and ‘Ending the Contract’ Core Terms	Consequences of termination – tie in	Adding in some wording in Clauses 10.4 (termination due to unresolved IPR Claim) setting out which consequences of termination (the full consequences in clause 14.5.1) apply when the Buyer terminates the contract for un-avoided or unresolved IPR claims (‘What happens when the contract ends when a Buyer terminates for reasons’).
‘When the Supplier can end the contract’ Core Terms	Heading - When the Supplier can end the contract	Amending this heading to “When the Supplier (and the Buyer)” can end the contract in clause 14.6.
‘When the Supplier can end the contract’ Core Terms	Clauses surviving termination (and expiry)	Creating a new clause 14.5.3 by moving the (previous) clause 14.5.1(h) (clauses which survive termination) out of clause 14.5.1 and rewording this so it states that these clauses also survive expiry as well as termination.
‘When the Supplier can end the contract’ Core Terms & throughout the contract & Guidance document	Consequences of termination / Buyer’s right to terminate contained elsewhere in the Contract	Amending clause 14.3 (Buyer termination for convenience) to reference clause 14.6.3 (which contains clauses dealing with payment of charges and Supplier’s committed unrecoverable costs, as well as which aspects of clause 14.5.1 apply), instead of just referring to which aspects of clause 14.5.1 apply. Removing (previous) clause 14.4.2 (Buyer’s right to terminate contained elsewhere in the Contract) as it is not comprehensive and merely lists some other termination rights. Adding some guidance to mention these termination rights in the Guidance document. Amending clause 14.5.1 (what happens when the contract ends - Buyer termination for cause) to list the other fault-based termination rights throughout the contract that are not already included - for example, clauses 10.4 (termination due to unresolved IPR Claim), 12.3 (termination due to Supplier default under escalating issues/rectification plan process), Paragraph 7 of Part D of Schedule 7 (Staff Transfer) (termination for Supplier breach of Part D), Paragraph 2.2 of Schedule 12 (Benchmarking) (termination if Supplier does not comply with benchmarking obligations) (if used). Cross referencing clause 14.5.1 in each of these termination right clauses, to the extent it is not already referred to. Amending clause 14.5.1 by removing the reference to clause 9.5 (to be amended as set out below) as this is not a termination right.
Insurance Schedule (22)	Insurance in the aggregate wording	Amending the current clauses on “Making sure you are insured to the required amount” by replacing it with clauses stating that the Supplier must ensure insurances that are stated to have a minimum limit “in the aggregate” are maintained for the minimum limit of indemnity for the periods specified in this Schedule, and that where the Supplier intends to claim under any of the Insurances for any matters that are not related to the Deliverables and/or the Contract the Supplier shall, where such claim is likely to result in the level of cover available being reduced below the minimum limit of indemnity specified in this Schedule, promptly notify the Buyer and provide details of its proposed solution for maintaining such minimum limit of indemnity.”
optional Buyer-specific Terms Schedule (31)	MoD’s and HMRC’s Buyer-Specific Terms - MT	Amending the Buyer-Specific Terms schedule (31) by adding HMRC’s specific terms as an example, to be used by HMRC when using the contract. Amending the Buyer-specific terms schedule (31) by deleting the MoD terms provided as an example, except those relating to DEFCONS and DEFFORMS. Making clear that these specific terms are only for use by these Departments.
‘Services’ Core Terms	Return of Buyer equipment	Aligning the contract with the MSC and Short Form by including a provision stating that any equipment provided by the Buyer to the Supplier for supplying the Services remains the property of the Buyer and is to be returned to the Buyer on expiry or termination of the Contract.
‘Services’ Core Terms	Buyer premises and assets at end of Contract	Aligning the contract with the MSC and Short Form by including a provision stating that on completion of the Services, the Supplier is responsible for leaving the Buyer Premises in a clean, safe and tidy condition and making good any damage that it has caused to the Buyer Premises or Buyer Assets, other than fair wear and tear.
‘Rights & Protection’ Core Terms	Warranties and termination rights	Amending clause 9.5 of the Core Terms by replacing the clause that states “The Buyer can terminate the Contract for breach of any warranty or indemnity where they are entitled to do so” with “The description of any provision of this Contract as a warranty does not prevent the Buyer from exercising any termination right that it may have for breach of that clause by the Supplier.”
‘Pricing and Payments’ Core Terms	Payment as specified on invoice	Amending the Core Terms to state that Buyers may also be paid via the payment method and details stated in the invoice or in the Award Form.
optional Key Supplier Staff (29) Schedule	Amending ‘maternity leave’ to ‘parental leave’	Amending all references to “maternity leave” to “parental leave”
‘Health and safety’ Core Terms	Notification to other party of health and safety issues	Amending the contract to align with the Short Form, by adding in that “the Buyer” as well as the Supplier “must as soon as possible notify the other of any health and safety incidents or material hazards they’re aware of at the Buyer Premises that relate to the performance of the Contract.”
‘When you can share information’ Core Terms	Supplier responsible for staff and confidential information – rather than NDAs	Amending the contract to align with the Short Form, by removing the requirement that “Supplier Staff must enter into a direct confidentiality agreement with the Buyer at its request” and instead providing that the Supplier “shall remain responsible at all times for compliance with the confidentiality obligations set out in this Contract by the persons to whom disclosure has been made.”
‘Record keeping and reporting’ Core Terms	Right to conduct audit	Amending the contract (aligning with the MSC) by including a clause stating that “The Buyer or an Auditor can Audit the Supplier”.
‘Invalid parts of the Contract’ Core Terms	Severance / invalid clauses	Replacing the current clauses on severance / invalid parts of the contract with the clause “If any provision or part provision of this Contract is or becomes invalid, illegal or unenforceable for any reason, such provision or part-provision shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Contract”.
‘What happens if the contract ends’ Core Terms	Clauses intended to survive termination/expiry of contract	In order to align with the MSC, adding the following clauses to the list of clauses intending to survive the end of the contract: clauses 4 [pricing and payments], 7.6 [indemnity from Supplier to Buyer for employee claims], 14.5 [what happens if the contract ends], 14.6.3 [what happens when Buyer ends contract for convenience or Supplier ends it for reasons], 23 [other people’s rights in the contract], 35.3.2 [indemnity from Supplier to Buyer for tax/NI etc], Schedule 1 (Definitions), Schedule 3 (Charges), Schedule 7 (Staff Transfer), Schedule 30 (Exit Management)). Clause 7.2 is removed from the list [replacing unsuitable supplier staff at Buyer request].
‘Buyer Cause’ Award Form & “Buyer Cause” Definitions Schedule (1)	Buyer Cause	Amending the Buyer Cause section to add guidance about the 2 options available to Buyers, clarify that both options relate to a breach of some sort by the Buyer, and reference Schedule 7 (Authority Responsibilities) of the MSC by way of guidance. Amending the definition of Buyer Cause to align with the MSC, so that Suppliers are only entitled to relief where there is a material Buyer breach, rather than just a breach.
Throughout the contract	Supplier entering into Contract	Amending the wording within the contract so that the Contract only need be signed by one director/signatory of the Supplier. This includes changing signature blocks and referring to the contact being “entered into” rather than being “executed” by the Supplier.
optional Scottish Northern Irish Schedules (33, 34)	Scottish version and Scottish & optional Scottish Northern Irish Schedules	Updating these Schedules, as required, making sure that any changes reflected elsewhere in the Contract are amended for Scottish or Northern Ireland law.
‘Ending the contract’ Core Terms &‘Ending the contract without a reason’ Award Form	Compensation for losses on Buyer termination for convenience - clarifying	Amending the Core Terms, as one clause says that no liability is owed by the Buyer upon termination for convenience unless less than 90 days’ notice is selected in the Award Form, and another says that upon Buyer termination for convenience, the Buyer must pay the Supplier reasonable committed and unavoidable Losses as long as the Supplier provides a fully itemised and costed schedule with evidence – the maximum value of this payment is limited to the total sum payable to the Supplier if the Contract had not been terminated. Deleting the reference to no liability, and keeping the clause which provides for the Buyer paying for unavoidable losses. Amending the Award Form by removing the part that says: “[Guidance: only insert the following if the notice period in Clause 14.3 is shortened or if generally accepted market conditions are such that the Supplier cannot reasonably avoid costs arising from an early termination of the Contract without a reason] Upon any termination in accordance with Clause 14.3, the Buyer shall pay to the Supplier the costs that the Supplier has incurred directly as a result of the early termination of the Contract which are unavoidable, reasonable and not capable of recovery as long as the Supplier provides a fully itemised and costed schedule with evidence. The maximum value of this payment is limited to the total costs which would have been paid to the Supplier as part of the Charges if the Contract had not been terminated.]”. This is generally the same position as what is in the contract as standard.
‘Good Industry Practice” Definitions Schedule (1)	Good Industry Practice definition	Amending the definition of “Good Industry Practice” by including references to the standards, practices, methods and procedures conforming to the Law “At any time” and the exercise of the degree of skill and care, diligence, prudence and foresight which would reasonably and ordinarily be expected “at such time”.
Throughout the contract	Start Date and Effective Date - use	Amending the guidance in the Award Form to be clear that the Start Date should be the date on which the provisions of Deliverables commences. Amending the definition of Contract Year to refer to the Effective Date rather than the Start Date. Amending instances of Start Date and Effective Date as required throughout the Contract, so the correct instance is used. Amending Core Terms so that: a) a financial plan is provided on or before the Effective Date. b) the Supplier warrants that no Prohibited Acts have occurred prior to the Effective Date. c) the Supplier must certify (if required by the Buyer) within 20 Working Days of the Effective Date that they have policies to prevent Prohibited Acts and comply with Relevant Requirements. Amending the Implementation Plan and Testing Schedule so that Test Plans are to be submitted for approval 20 Working Days prior to the date of the relevant Test. Amending the timescales in optional BCDR Schedule (14) for providing a BCDR plan from 90 Working Days before the Start Date to 40 Working Days after the Effective Date. Amending the timescales in the Security Schedule (16) for submitting an information security management system to 20 Working Days after the Effective Date, rather than the Start Date. Amending the Financial Difficulties Schedule (24) so that the Supplier warrants the credit scores for the entities in the FDE Group at the Effective Date, rather than the Start Date.

Minor / Clarificatory Changes

Contract reference	Area	Change
Throughout the contract	Minor non-substantive updates	Correcting typos, removal of square brackets, updating incorrect cross-references.
Throughout the Contract	KPIs/Service Levels language	Amending the wording in the contract where incorrect terminology has been used when describing KPIs/PIs/Service Levels/Service Credits etc, e.g. in the optional Service Levels Schedule (10), referring to a “Critical Service Level Failure”, rather than a “Critical Service Failure” and “Service Credits” rather than “Service Level Credits”.
Throughout Definitions Schedule (1);	Definitions	Amending the definitions in the contract as required, to reflect all of these changes and otherwise as required, e.g. In the Definitions Schedule, amend the definitions of “Security Policy” and “ICT Policy” to reflect the fact these may or may not be used. [Note - some of these types of definitions may be mentioned elsewhere in the table].
‘Incorporated Terms’ Award Form	Part of Tender taking precedence	In the Award Form at ‘‘Incorporated Terms’, replacing the words “if the documents conflict” with “if there is any conflict”, and the word “aspect” of the Tender with “part” of the Tender, when discussing document precedence.
Definitions Schedule (1)	Commercially sensitive information definition - listed in schedule	Amending the definition of “Commercially Sensitive Information” so it refers to information listed in the Commercially Sensitive Information schedule (5) (if used) rather than the Award Form, as that is the place where there is space for this information to be listed.
“Disaster” Definitions Schedule (1)	Disaster definition - disaster period not specified	Amending the definition of “Disaster Period” from the definition of “Disaster” as it refers to a period being specified in the Award Form.
Award Form	Estimated Year 1 Charges definition	Putting in a space for the “Estimated Year 1 Charges” to be specified in the Award Form.
“Invoicing Address” Definitions Schedule (1)	Invoicing Address definition - remove	Removing the definition of “Invoicing Address” from the contract.
“Key Subcontractor” Definitions Schedule (1)	Key Subcontractor definition	Amending the definition of “Key Subcontractor” by removing the reference to these being specified in “section 29” of the Award Form.
“Goods” Definitions Schedule (1)	Goods definition	Amending the definition of “Goods” so that it no longer includes goods specified in the Award Form because there is no section in the Award Form for goods to be delivered under the Contract to be stated.
“Indexation” Definitions Schedule (1)	Indexation definition	Amending the definition of “Indexation” so that it refers to Indexation being specified as applying in the Contract rather than the Award Form, as there is no section in the Award Form for indexation.
“Services” Definitions Schedule (1)	Services definition	Amending the definition of “Services” so that it no longer includes services specified in the Award Form because there is no section in the Award Form for services to be delivered under the Contract to be stated.
“Special IPR Terms” Definitions Schedule (1)	Delete ‘Special IPR Terms’ definition	Removing the defined term “Special IPR Terms” because this is not used in the Contract.
“Specification” Definitions Schedule (1)	Specification definition	Amending the definition of “Specification” so that it does not refer to the Award Form as there is no section for specifications in the Award Form.
“Standards” Definitions Schedule (1)	Standards definition - MT	Amending the definition of “Standards” to remove the reference to standards included in the Award Form because there is no section in the Award Form for any standards to be listed.
“Step-In Trigger Event” Definitions Schedule (1)	Step-In Trigger Event definition	Amending the definition of “Step-In Trigger Event” by removing the reference to the Guarantor requirement being specified in the Award Form in limb (d).
“Law” Definitions Schedule (1)	Law definition - Retained EU Law (Revocation and Reform) Act	Amending the definition of “Law” to refer to statutes/statutory provisions that may be replaced or assimilated as a result of the Retained EU Law (Revocation and Reform) Act 2023.
Throughout the contract	Replacing gendered terminology	Amending use of “his/her” to “they/them” wording throughout contract.
Definition of ‘Crown Body’	Definitions	Amending the definition to refer to the Welsh Government, rather than the National Assembly for Wales.
Lease Terms Schedule (35)	Buyer notification of any issues with Equipment	Amending para 6.2 by adding the word “hours” after 72, for the time period the Buyer has to notify the Supplier of any issues with Equipment.
Throughout the guidance document & contract	Guidance	Amending the guidance documents for the contract, and the guidance in the contract itself, so as to reflect the above changes and otherwise as required, e.g. amending guidance in the Guidance document on signing the deed of guarantee, so that it matches requirements (e.g. only requiring signature by Guarantor & Guarantee, not the Buyer also). [Note - some of this guidance may be mentioned elsewhere in the table].