Guidance

Reserve Forces' and Cadets' Associations Purchase Order Terms

Updated 12 June 2026

1. Definitions used in the contract

In this contract, unless the context otherwise requires, the following words shall have the following meanings:

Audit

The Buyer’s right to:

• (a) verify the accuracy of the Charges and any other amounts payable by the Buyer under the Contract (including proposed or actual variations to them in accordance with the Contract);

• (b) verify the costs of the Supplier (including the costs of all Subcontractors and any third party suppliers) in connection with the provision of the deliverables;

• (c) verify the Supplier’s and each Subcontractor’s compliance with the applicable Law;

• (d) identify or investigate actual or suspected breach of this Contract, impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Buyer shall have no obligation to inform the Supplier of the purpose or objective of its investigations;

• (e) identify or investigate any circumstances which may impact upon the financial stability of the Supplier and/or any Subcontractors or their ability to provide the deliverables;

• (f) obtain such information as is necessary to fulfil the Buyer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General;

• (g) review any books of account and the internal contract management accounts kept by the Supplier in connection with the Contract;

• (h) carry out the Buyer’s internal and statutory audits and to prepare, examine and/or certify the Buyer’s annual and interim reports and accounts; and

• (i) enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Buyer has used its resources;

Buyer’s Premises

Any location, site, or facility that is owned, leased, or otherwise controlled by the Buyer, where the Supplier is obligated to deliver goods or perform services as stipulated under this Contract, including Government Establishments. The Buyer’s Premises encompasses all properties and facilities that the Buyer has the legal right to use or occupy, whether through ownership, leasehold interest, or any other form of control, and where the Supplier’s obligations under this Contract are to be executed

Central Government Body

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) Government Department;

• (b) Non-Departmental Public Body or Assembly Sponsored Public Body (advisory, executive, or tribunal);

• (c) Non-Ministerial Department; or

• (d) Executive Agency;

Charges

The agreed charges payable by the Buyer to the Supplier for the deliverables under this Contract, which shall be specified in the Procurement Order or the Specification (including whether such Charges are fixed or firm (and subject to indexation);

Compliance Officer

The person(s) appointed by the Supplier who is responsible for ensuring that the Supplier complies with its legal obligations set out in Clause 14.4;

Confidential Information

All information, whether written or oral (however recorded), provided by the disclosing Party to the receiving Party and which:

• (a) is known by the receiving Party to be confidential;

Conflict of Interest

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 the Contract, in the reasonable opinion of the Buyer;

Contract

This contract between the Buyer and the Supplier which is effective upon the valid execution of the Procurement Order and includes the Procurement Order, these terms and conditions and all schedules;

Contract Year

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

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

• (c) with the final Contract Year ending on the earlier of the expiry or termination of the Term;

Controller

Has the meaning given to it in the UK GDPR;

Counterfeit Material

Any deliverables or any part thereof whose origin, age, composition, configuration, certification status or other characteristic (including whether or not such deliverables or part thereof has been used previously) has been falsely represented by:

• (a) misleading marking of the material, labelling or packaging;

• (b) misleading documentation; or

• (c) any other means, including failing to disclose information,

Except where it has been demonstrated that the false representation was not the result of dishonesty by the Supplier or any party within the Supplier’s supply chain;

Buyer

The Reserve Forces’ and Cadets’ Association identified in the letterhead of the Procurement Order;

Buyer Cause

Any material breach of the obligations of the Buyer or any other default, act, omission, negligence or statement of the Buyer, of its employees, servants, agents in connection with or in relation to the subject-matter of the Contract and in respect of which the Buyer is liable to the Supplier;

Data Protection Legislation

All applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a Party;

Data Protection Impact Assessment

An assessment by the Controller of the impact of the envisaged processing on the protection of Personal Data;

Data Protection Liability Cap

The Supplier’s total aggregate liability under Paragraph 1.5.4 of Schedule 4 (Data Protection) which shall be no more than the amount stated as such in the Procurement Order and/or Specification;

Data Protection Officer

Has the meaning given to it in the UK GDPR;

Data Subject

Has the meaning given to it in the UK GDPR;

Data Loss Event

Any event that results, or may result, in unauthorised access to Personal Data held by the Supplier under this Contract, and/or actual or potential loss and/or destruction of Personal Data in breach of this Contract, including any Personal Data Breach;

Data Subject Access Request

A request made by, or on behalf of, a Data Subject in accordance with rights granted pursuant to the Data Protection Legislation to access their Personal Data;

Deliver

The hand over of the deliverables from the Supplier to the Buyer in accordance with the Contract at the address and on the Delivery Date specified in the Procurement Order and/or the Specification (as applicable), which shall include unloading and any other specific arrangements agreed between the Parties in accordance with the Procurement Order and/or the Specification (as applicable). ‘Delivered’ and ‘Delivery’ shall be construed accordingly;

Delivery Date

The date and time on a Working Day and within Working Hours by which the deliverables must be delivered to the Buyer, as specified in the Procurement Order and/or the Specification (as applicable);

Deliverables

The Goods and/or the Services and any other item specified in the Procurement Order and/or Specification (as applicable) to be supplied or Delivered by the Supplier to the Buyer under the Contract;

Existing IPR

All intellectual property rights that are owned by or licensed to either Party and which have been developed independently of the Contract (whether prior to the date of the Contract or otherwise);

Expiry Date

The date for expiry of the Contract as set out in the Procurement Order and/or the Specification (as applicable);

FOIA

The Freedom of Information Act 2000 together with any guidance and/or codes of practice issued by the Information Commissioner or relevant Government department in relation to such legislation;

Force Majeure Event

Any event, occurrence, circumstance, matter or cause affecting the performance by either Party of its obligations under the Contract arising from acts, events, omissions, happenings or non-happenings, pandemic or epidemic beyond its reasonable control which prevent or materially delay it from performing its obligations under the Contract but excluding:

• (a) any industrial dispute relating to the Supplier, the Supplier Staff (including any subsets of them) or any other failure in the Supplier or the Subcontractor’s supply chain;

• (b) any event, occurrence, circumstance, matter or cause which is attributable to the wilful act, neglect or failure to take reasonable precautions against it by the Party concerned; and

• (c) any failure of delay caused by a lack of funds;

Goods

The goods to be supplied by the Supplier to the Buyer under the Contract;

Good Industry Practice

The standards, practices, methods and procedures conforming to the Law and the exercise of the degree of skill and care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person or body engaged within the relevant industry or business sector;

Government Data

• (a) data, text, drawings, diagrams, images or sounds (together with any database made up of any of these) which are embodied in any electronic, magnetic, optical or tangible media;

• (b) Personal Data for which the Buyer is a, or the, Data Controller; or

• (c) any meta-data relating to categories of data referred to in (a) or (b) that:

  • (i) is supplied to the Supplier by or on behalf of the Buyer; and/or
  • (ii) that the Supplier is required to generate, process, handle, store or transmit under this Contract;

Government Establishments

Shall be deemed to include any of Her Majesty’s Ships or Vessels and Service Stations;

Information

Has the meaning given under section 84 of the FOIA;

Information Commissioner

The UK’s independent authority which deals with ensuring information relating to rights in the public interest and data privacy for individuals is met, whilst promoting openness by public bodies;

Insolvency Event

In respect of a person:

• (a) if that person is insolvent;

• (b) if an order is made or a resolution is passed for the winding up of the person (other than voluntarily for the purpose of solvent amalgamation or reconstruction);

• (c) if an administrator or administrative receiver is appointed in respect of the whole or any part of the persons assets or business; or

• (d) if the person makes any composition with its creditors or takes or suffers any similar or analogous action to any of the actions detailed in this definition as a result of debt in any jurisdiction

Law

Any law, subordinate legislation within the meaning of Section’21(1) of the Interpretation Act 1978, bye-law, regulation, order, regulatory policy, mandatory guidance or code of practice, judgment of a relevant court of law, or directives or requirements with which the relevant Party is bound to comply;

Material Breach

A single serious breach (or default) or a number of breaches (or defaults) or repeated breaches (or defaults) (whether of the same or different obligations and regardless of whether such breaches or defaults are remedied);

New IPR

All and intellectual property rights in any materials created or developed by or on behalf of the Supplier pursuant to the Contract but shall not include  either Party’s Existing IPR;

Packaging

The materials, and components, used for the preparation and labelling of the Goods for transportation, storage and delivery in accordance with any applicable statutory requirements, requirements specified in the Procurement Order and/or the Specification (as applicable) or relevant specifications contained in the Def Stans, NATO Standardisation Agreements (STANAGs);

Party

The Supplier or the Buyer (as appropriate) and ‘Parties’ shall mean both of them;

Personal Data

Has the meaning given to it in the UK GDPR;

Personal Data Breach

Has the meaning given to it in the UK GDPR;

Prescribed Person

A legal adviser, an MP or an appropriate body which a whistle-blower may make a disclosure to as detailed in ‘Whistleblowing: list of prescribed people and bodies’, 24 November 2016, available on GOV.UK ;

Processor

Has the meaning given to it in the UK GDPR;

Processor Personnel

All directors, officers, employees, agents, consultants and suppliers of the Processor and/or of any Subprocessor engaged in the performance of its obligations under the Contract;

Procurement Order

The order issued by the Buyer to the Supplier for deliverables to be supplied by the Supplier to the Buyer in accordance with the terms of the Contract;

Prohibited Act

• (a) to directly or indirectly offer, promise or give any person working for or engaged by the Buyer a financial or other advantage as an inducement or reward for any improper performance of a relevant function or activity;

• (b) to directly or indirectly request, agree to receive or accept any financial or other advantage as an inducement or a reward for improper performance of a relevant function or activity in connection with this Contract;

• (c) an offence:
  • (i) under the Bribery Act 2010 (or any or any legislation repealed or revoked by such Act);
  • (ii) under legislation or common law concerning fraudulent acts; or
  • (iii) of defrauding, attempting to defraud or conspiring to defraud the Buyer (including offences by the Supplier under Part 3 of the Criminal Finances Act 2017); or

• (d) any activity, practice or conduct which would constitute one of the offences listed under

• (e) above if such activity, practice or conduct had been carried out in the UK;

Protective Measures

Technical and organisational measures which must take account of:

• (a) the nature of the data to be protected;

• (b) harm that might result from Data Loss Event;

• (c) state of technological development; and

• (d) the cost of implementing any measures;

Including pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of such measures adopted by it, including those outlined in the Annex (Processing Personal Data) at Schedule 4 (Data Protection) and the Security Requirements;

Purchase Order Number

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 Contract;

Rectification Plan

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);

Relevant Requirements

All applicable law relating to bribery, corruption and fraud, including the Bribery Act 2010 and any guidance issued by the Secretary of State for Justice pursuant to section 9 of the Bribery Act 2010;

Request for Information

Has the meaning set out in the FOIA or the Environmental Information Regulations 2004 as relevant (where the meaning set out for the term “request” shall apply);

Security Requirements

The security requirements set out in the Specification and/or Procurement Order (as applicable);

Services

The services to be supplied by the Supplier to the Buyer under the Contract;

Specification

The specification for the deliverables to be supplied by the Supplier to the Buyer (including as to quantity, description and quality) as specified in the Procurement Order, as set out at Schedule 2, where applicable;

Staff

All directors, officers, employees, agents, consultants and contractors of the Supplier and/or of any Subcontractor of the Supplier engaged in the performance of the Supplier’s obligations under the Contract;

Start Date

The start date of the Contract set out in the Procurement Order and/or the Specification (as applicable);

Sub-Contract

Any contract or agreement (or proposed contract or agreement), other than the Contract, pursuant to which a third party:

• (a) provides the deliverables (or any part of them);

• (b) provides facilities or services necessary for the provision of the deliverables (or any part of them); and/or

• (c) is responsible for the management, direction or control of the provision of the deliverables (or any part of them);

Subcontractor

Any person other than the Supplier, who is a party to a Sub-Contract and the servants or agents of that person;

Subprocessor

Any third Party appointed to process Personal Data on behalf of the Supplier related to the Contract;

Supplier Staff

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 Contract;

Supplier

The person named as Supplier in the Procurement Order;

Supplier’s Quote

The Supplier’s proposal to the Buyer for the Supplier’s provisions of the deliverables (including as to quantity, description and quality) under this Contract, as set out at Schedule 3;

Supply Chain Intermediary

Any entity (including any company or partnership) in an arrangement with a Worker, where the Worker performs or is under an obligation personally to perform, services for the Buyer;

Term

The period from the Start Date to the earlier of:

• (i) the Expiry Date (including any extension of such date in accordance with the Procurement Order and/or the Specification (as applicable)); and

• (ii) earlier termination of the Contract in accordance with its terms and conditions;

Third Party IPR

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

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

• (b) any information or notices, permitted or required to be published by the Procurement Act 2023, any regulations published under it, and any PPNs, subject to any exemptions set out in sections 94 and 99 of the Procurement Act 2023, which shall be determined by the Buyer, taking into consideration any information which is Confidential Information; and

• (c) any information about the Contract, including the content of the Contract, and any changes to this Contract agreed from time to time, as well as any information relating to the deliverables and performance pursuant to the Contract required to be disclosed under FOIA or the Environmental Information Regulations 2004, subject to any exemptions, which shall be determined by the Buyer, taking into consideration any information which is Confidential Information;

UK GDPR

The UK General Data Protection Regulation;

VAT

Value added tax in accordance with the provisions of the Value Added Tax Act 1994;

Worker

Any individual that personally performs, or is under an obligation personally to perform services for the Buyer;

Working Day

A day (other than a Saturday or Sunday) on which banks are open for business in the City of London; and

Working Hours

The standard hours during which business operations are conducted. Working Hours are typically from 9:00am to 5:00pm Working Days.

2. Understanding the contract

In the contract, unless the context otherwise requires:

• References to numbered Clauses are references to the relevant Clause in these terms and conditions;

• References to Schedules are references to the relevant Schedules of these terms and conditions;

• 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;

• The headings in this contract are for information only and do not affect the interpretation of the contract;

• References to “writing” include printing, display on a screen and electronic transmission and other modes of representing or reproducing words in a visible form;

• The singular includes the plural and vice versa;

• A reference to a Law includes a reference to that Law as modified, amended, extended, consolidated or re-enacted from time to time before or after the date of the contract and any prior or subsequent legislation made under it;

• The word “including”, “for example” and similar words shall be understood as if they were immediately followed by the words “without limitation”;

• Time is of the essence for all times, dates and periods specified in this contract; and

• A reference to a document (including this contract) is to that document as varied, amended, novated, ratified or replaced in accordance with the terms of this contract from time to time.

3. How the contract works

The Procurement Order is an offer by the Buyer to purchase the deliverables from the Supplier subject to and in accordance with the terms and conditions of the contract. The Procurement Order is deemed to incorporate the terms and conditions of this contract including all Schedules.

The Supplier is deemed to accept the offer in the Procurement Order when the Buyer receives a copy of the Procurement Order duly and validly completed (to be determined by the Buyer acting reasonably), and accompanied by all reasonably necessary documents and information (if required), by the Supplier.

The completed Procurement Order must be returned to the Buyer for the Buyer’s signature prior to commencement of delivery of the deliverables. In the event the Supplier commences delivery of the deliverables and has not yet completed and returned the Procurement Order to the Buyer, the Supplier will be deemed to have accepted the terms and conditions of this contract and must return a duly and validly completed Procurement Order forthwith.

This contract shall be deemed to be entered into at the moment of acceptance pursuant to Clause 3.2 and Clause 3.3 (as applicable).

The Supplier warrants and represents that the Supplier’s Quote and all statements made and documents submitted as part of the procurement of the deliverables are and shall remain true and accurate. The Parties agree that the Supplier’s Quote is incorporated into this contract even where it is not attached as a schedule.

Where there is any conflict or inconsistency in the provisions of this contract such conflict or inconsistency shall be resolved according to the following order of priority:

• the Procurement Order;

• the terms of this contract;

• the Specification at Schedule 2;

• all other schedules attached to this contract except the schedules listed at clause

• below; and

• the Supplier’s Quote at Schedule 3,

save to the extent that the standards or levels of Service set out in the Supplier’s Quote exceed those set out in Schedule 2 (Specification), in which case, such higher standards or levels of performance set out in the Supplier’s Quote shall prevail (to the extent necessary to achieve the performance of such higher standards or levels of performance only). 

4. What needs to be Delivered

All Deliverables

• The Supplier must provide deliverables:
  • (i) in accordance with the Buyer’s Procurement Order and Specification;
  • (ii) to a professional standard;
  • (iii) using reasonable skill and care;
  • (iv) using good industry practice;
  • (v) using its own policies, processes and internal quality control measures as long as they don’t conflict with the contract;
  • (vi) on the dates agreed; and
  • (vii) that comply with all law.
• The Supplier must provide deliverables with a warranty of at least ninety (90) days (or longer where the Supplier offers a longer warranty period to its Buyers or the Buyer has otherwise specified a longer period in the Procurement Order and/or the Specification (as applicable)) from Delivery against all obvious defects.

Goods clauses:

• All goods must correspond with the Specification and be satisfactory (within the meaning of the Sale of Goods Act 1979);

• All goods must be fit for any purpose held out by the Supplier or made known to the Supplier by the Buyer expressly or by implication, and the Supplier acknowledges in this respect the Buyer relied on the Supplier’s skill and judgement;

• All goods must be free from defects in design, material and workmanship and remain so for at least ninety (90) days (or longer where the Supplier offers a longer warranty period to its buyers or the Buyer has otherwise specified a longer period in the Procurement Order and/or Specification (as applicable)) after delivery;

• All goods must comply with all applicable statutory and regulatory requirements;

• All goods Delivered must be new, or as new if recycled, unused and of recent origin;

• All manufacturer warranties covering the goods must be assignable to the Buyer on request and at no cost to the Buyer;

• The Supplier transfers ownership of the goods on delivery (including off-loading and stacking) or payment for those goods, whichever is earlier;

• Risk in the goods transfers to the Buyer on delivery, but remains with the Supplier if the Buyer notices damage following delivery and lets the Supplier know within five (5) working days of delivery;

• The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under this contract;

• The Supplier warrants that it has full and unrestricted ownership of the goods at the time of transfer of ownership;

• The Supplier must deliver the goods on or before the delivery date(s) and to the specified location as set out in the Procurement Order and/or Specification (as applicable);

• The Supplier must provide compliant packaging for the goods to ensure the goods reach the point of delivery safely and undamaged;

• All deliveries made by the Supplier to the Buyer of goods must have a delivery note attached that specifies the order number, type and quantity of goods;

• The Supplier must provide all tools, information and instructions the Buyer needs to make use of the goods;

• 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;

• The Buyer can cancel any order or part order of goods which has not been Delivered. If the Buyer gives less than fourteen (14) days’ notice then it will pay the Supplier’s reasonable and proven costs already incurred on the cancelled order as long as the Supplier takes all reasonable steps to mitigate and minimise these costs;

• The Supplier must at its own cost repair, replace, refund or substitute (at the Buyer’s option and request) any goods that the Buyer rejects because they do not conform with Clause 4.2. If the Supplier fails to repair, replace, refund or substitute such goods in accordance with this Clause to the reasonable satisfaction of the Buyer, the Supplier will pay the Buyer’s costs incurred in repairing, replacing, or substituting such goods (including to procure such by a third party);

• The Buyer will not be liable for any actions, claims, costs and expenses incurred by the Supplier or any third party during delivery of the goods unless and to the extent that it is caused by negligence or other wrongful act of the Buyer or its servant or agent. If the Buyer suffers or incurs any damage 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 damage or injury where it is attributable to any act or omission of the Supplier or any of its sub-suppliers;

Counterfeit Material

Where the Buyer reasonably suspects that any deliverables or consignment of deliverables contains Counterfeit Material, the Buyer shall notify the Supplier in writing of its suspicion and reasons. Upon notification by the Buyer, the Supplier (at its cost) must promptly investigate the suspected Counterfeit Material and report its findings to the Buyer within ten (10) working days (or such other period agreed between the parties).

Where the Buyer determines, on the balance of probabilities and strictly on the evidence available to it at the time, that the deliverables or consignment or any part thereof contain Counterfeit Material then it may reject the deliverables, part or consignment under Clause 4.2.19 above, and provide written notification of such rejection to the Supplier.

• In addition to its rights under Clause 4.2.20, where the Buyer has determined that a deliverable or consignment of deliverables contains Counterfeit Material, the Buyer shall be entitled to:

  • retain any Counterfeit Material; and/or
  • retain the whole or any part of such deliverables or consignment where it is not possible to separate the Counterfeit Material from the rest of the deliverables or consignment;
  • and such retention shall not constitute acceptance or delivery of the deliverables under the contract.

• Where the Buyer intends to exercise its rights under Clause 4.2.21 above, the Supplier may, subject to the agreement of the Buyer - and at the Supplier’s own risk and expense and subject to any reasonable controls and timeframe agreed between the parties, arrange for:

  • the separation of counterfeit material from any deliverable or part of a deliverable; and/or;

  • the removal of any deliverable or part of a deliverable that the Buyer is reasonably satisfied does not contain Counterfeit Material;

• In respect of any deliverable, consignment or part thereof that is retained in accordance with Clause 4.2.21, including where the Supplier has failed to remove non-Counterfeit Material in the agreed timeframe pursuant to Clause 4.2.22 and subject to Clause 4.2.26, the Buyer shall be entitled to exercise any, all, or a combination of the following rights:

  • to dispose of it responsibly and in a manner that does not permit its reintroduction into the supply chain or market;

  • to pass it to a relevant investigatory or regulatory authority;

  • to retain conduct or have conducted further testing including destructive testing, for further investigatory, regulatory or risk management purposes. Results from any such tests shall, at the discretion of the Buyer, be shared with the Supplier; and/or

  • to recover the appropriate, attributable, and reasonable costs incurred by the Buyer in respect of testing, storage, access, and/or disposal of it from the Supplier, and exercise of the rights granted at Clauses 4.2.23(a) and 4.2.23(c) shall not constitute acceptance or delivery of the deliverables under the contract.

The Buyer shall not use a retained deliverable or consignment other than as permitted in Clauses 4.2.19 to 4.2.29.

The Buyer may report a discovery of counterfeit material and disclose information necessary for the identification of similar material and its possible sources.

The Supplier shall not be entitled to any payment or compensation from the Buyer as a result of the Buyer exercising the rights set out in Clauses 4.2.19 to 4.2.23 except where it has been determined in accordance with Clause 37 (Resolving disputes) that the Buyer has made an incorrect determination in accordance with Clause 4.2.19. In such circumstances the Authority shall reimburse the Supplier’s reasonable and demonstrable costs of complying with Clause 4.2.19.

If Counterfeit Material is found in any deliverables, the Supplier shall refund any payment made in advance by the Buyer for those deliverables. The refund shall be processed within thirty (30) days of the Supplier receiving notice of the Counterfeit Material.

The Supplier shall indemnify the Buyer against all costs arising from the supply of Counterfeit Material to the Buyer.

Failure by the Supplier to comply with these provisions in respect of Counterfeit Material shall be considered a Material Breach of the contract.

Services clauses:

• Late delivery of the services by the Supplier will be a default of the contract by the Supplier;

• The Supplier must co-operate with the Buyer and third party suppliers at all times on all aspects connected with the delivery of the services and ensure that Supplier Staff comply with any reasonable instructions including any Security Requirements;

• The Buyer may provide the Supplier with reasonable access to the Buyer’s Premises as licensee at reasonable times for the sole purpose of supplying the Services. The Supplier shall have no claim against the Buyer for any additional cost or delay occasioned by the closure for holidays of Government Establishments, where this is made known to them prior to entering into the contract;

• The Supplier must at its own risk and expense provide all equipment required to deliver the services;

• Any equipment provided by the Buyer to the Supplier for supplying the Services shall be set out at Schedule 5 (Buyer Equipment). Such Buyer equipment shall remain the property of the Buyer and the Supplier shall ensure such Buyer equipment is kept in safe custody at its own risk, maintain it in good condition until returned to the Buyer, and not dispose of or use the same other than in accordance with the Buyer’s written instructions or authorisation. All Buyer equipment provided to the Supplier must be returned to the Buyer in the same or similar good condition (other than fair wear and tear) on the earlier of expiry or termination of the contract;

• The Supplier must allocate sufficient resources and appropriate expertise to the contract. All property/equipment of the Supplier shall be at the risk of the Supplier whilst it is on the Buyer’s Premises, and the Buyer shall accept no liability for any loss or damage howsoever occurring thereto or caused thereby, except where any such loss or damage was caused or contributed to by any act, neglect or default of a Buyer’s employee, agent or contractor then the Buyer shall accept liability therefore to the extent to which such loss or damage is so caused or contributed;

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

• On completion of the Services, the Supplier is responsible for leaving the Buyer’s Premises in a clean, safe and tidy condition and making good any damage that it has caused to the Buyer’s Premises;

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

• The Buyer is entitled to withhold payment for partially or undelivered Services, but doing so does not stop it from using its other rights under the contract

5. Pricing and payments

In exchange for the deliverables, the Supplier shall be entitled to invoice the Buyer for the charges. The Supplier shall issue invoices thirty (30) days in arrear of delivery of the deliverables, unless otherwise agreed in writing between the Parties.

All charges shall:

• exclude VAT, which is payable on provision of a valid VAT invoice; and

• include only those costs incurred by the Supplier to supply the deliverables.

The Buyer must pay the Supplier the charges within thirty (30) days beginning with:

• the day on which an invoice is received by the Buyer in respect of the sum; or

• 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.

A Supplier invoice is only valid if it:

• includes the minimum required information set out in Section 88(7) of the Procurement Act 2023;

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

• includes a detailed breakdown of deliverables which have been delivered (if any);

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 provision of the deliverables unless the Supplier is entitled to terminate the contract for a failure to pay undisputed sums in accordance with Clause 12.7. Any disputed amounts shall be resolved through the dispute resolution procedure detailed in Clause 36.1.

The Buyer may retain or set-off payment of any amount owed to it by the Supplier under this contract or any other agreement between the Supplier and the Buyer if notice and reasons are provided.

The Supplier must ensure that all Subcontractors are paid, in full within thirty (30) days beginning with:

• the day on which an invoice is received by the Buyer in respect of the sum; or

• if later, the date by which the payment falls due in accordance with the invoice. subject to the invoice being verified as valid and undisputed.

Any progress payment under the contract will be made at the sole discretion of the Buyer and, if the Buyer considers that the Supplier has failed to perform any of their obligations under the contract it may, wholly or in part, withhold progress payments or recover from the Supplier any progress payment (including the addition in respect of VAT) already made, or both. The making of any progress payment shall in no way reduce the liability of the Supplier to carry out their obligations under the contract.

Where any invoice does not conform to the Buyer’s requirements set out in Clause 5.4, or the Buyer disputes the invoice, the Buyer shall notify the Supplier without undue delay and the Supplier shall promptly issue a replacement invoice which shall comply with such requirements.

6. The Buyer’s obligations to the Supplier

If Supplier fails to comply with the contract as a result of a Buyer Cause:

• the Buyer cannot terminate the contract under Clause 12;

• the Supplier is entitled to recover the reasonable and proven additional expenses incurred as a direct result of such Buyer Cause and relief from any liability under this contract, but only to the extent that such liability is directly attributable to the Buyer Cause;

• the Supplier is entitled to a reasonable extension of time needed to deliver the deliverables, as agreed between the Parties;

• the Supplier shall not suspend the ongoing supply of deliverables.

Clause 6.1 only applies if the Supplier:

• gives notice to the Buyer within ten (10) working days of becoming aware of its non-compliance.

• demonstrates that its non-compliance only happened because of the Buyer Cause; and

• took all reasonable steps to mitigate and minimise the impact of the Buyer Cause.

7. Record keeping and reporting

The Supplier must ensure that suitably qualified Supplier representatives attend progress meetings with the Buyer and provide progress reports when specified in the Procurement Order and/or the Specification (as applicable).

The Supplier must keep and maintain full and accurate records and accounts on everything to do with the contract for seven (7) years after the date of expiry or termination of the contract, copies of which shall be supplied as required from time to time by the Buyer at the Buyer’ expense.

The Supplier must allow any auditor appointed by the Buyer access to the Supplier’s premises to verify all contract accounts and records of everything to do with the contract and provide copies for the Audit.

The Supplier must provide information to the auditor and reasonably co-operate with their requests.

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

If the Supplier is not providing any of the deliverables, or is unable to provide them, it must immediately submit to the Buyer details and reasons of such failure in writing including to:

• propose corrective action to remedy the default; and

• provide a proposed deadline for completing such corrective action.

Within three (3) working days of notification from the Supplier pursuant to Clause 7.6, the Buyer shall notify the Supplier whether it:

• does not approve the proposed corrective action and/or deadline for the same, including to provide the Supplier with the Buyer’s reasons in writing, following which the Supplier shall promptly and in any event within three (3) working days, re-submit a proposal for corrective action including deadlines in accordance with the process set out in this Clause (taking into account the Buyer’s comments); or

• approves the proposed corrective action and deadline for the same, following which (without the Buyer limiting its rights) the Supplier must immediately commence the agreed corrective action(s) at its own cost.

If the Buyer does not agree to the re-submitted corrective action submitted by the Supplier under Clause 7.7.1 or the Supplier fails to immediately commence approved corrective action, the Buyer shall be entitled to immediately terminate this contract on notice to the Supplier. For the avoidance of doubt, the Supplier shall not be entitled to any compensation for termination under this Clause 7.8 and Clause 12.5 shall apply.

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 contract 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 contract 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; and

• if the Supplier fails to provide a plan or fails to agree any changes which are requested by the Buyer or fails to implement or provide updates on progress with the plan, terminate the contract immediately for Material Breach (or on such date as the Buyer notifies).

If there is a Material Breach, the Supplier must notify the Buyer within three (3) working days of the Supplier becoming aware of the Material Breach. The Buyer may request that the Supplier provide a Rectification Plan within ten (10) working days of the Buyer’s request alongside any additional documentation that the Buyer requires.

Within five (5) working days of receipt of the Rectification Plan, the Buyer shall notify the Supplier whether it:

• Does not approve the Rectification Plan, including to provide the Supplier with the Buyer’s reasons in writing, following which the Supplier shall re-submit a revised Rectification Plan in accordance with the process set out in this Clause (taking into account the Buyer’s comments); or

• Approves the Rectification Plan, following which (without the Buyer limiting its rights) the Supplier must immediately start work on the actions in the approved Rectification Plan at its own cost.

Failure to notify the Supplier within five (5) working days in accordance with Clause 7.11 of the Buyer’s decision regarding the Rectification Plan shall be deemed to be the Buyer’s approval of the Rectification Plan and Clause 7.11.2 shall apply.

At the end of each contract Year, at its own expense, the Supplier will provide a report to the Buyer setting out a summary of its compliance with Clause 5.7 such report to be certified by the Supplier’s authorised representative (as identified in the Procurement Order and/or the Specification (as applicable)) as being accurate and not misleading.

8. Supplier staff

The Supplier Staff involved in the performance of the contract must:

• be appropriately trained and qualified;

• be vetted in accordance with the Buyer’s staff vetting procedures as specified in the Procurement Order and/or the Specification (as applicable); and

• comply with all conduct requirements when on the Buyer’s Premises.

Where a Buyer decides one of the Supplier’s Staff isn’t suitable to work on the contract, the Supplier must replace them with a suitably qualified alternative within a reasonable timeframe or such other timeframe as agreed by the Parties.

If requested, the Supplier must replace any person whose act’s or omissions have caused the Supplier to breach Clause 8.

The Supplier must provide a list of Supplier Staff and information reasonably requested by the Buyer in relation to those Supplier Staff, needing to access the Buyer’s Premises and provide reasons why such access is required.

The Supplier indemnifies the Buyer against all claims brought by any person employed or engaged by the Supplier as a result of any act or omission of the Supplier or any Supplier Staff.

The Supplier shall use those persons nominated in the Procurement Order and/or the Specification (as applicable) (if any) to provide the deliverables and shall not remove or replace any of them unless:

• requested to do so by the Buyer (acting reasonably) (in which event such removal or replacement shall have immediate effect);

• the person concerned resigns, retires or dies or is on maternity or long-term sick leave; or

• the person’s employment or contractual arrangement with the Supplier or any Subcontractor is terminated for Material Breach.

The Buyer may require the Supplier to ensure that any person employed in the delivery of the deliverables has undertaken a Disclosure and Barring Service check and/or clearance under the relevant national security vetting level.

The Supplier shall ensure that no person who discloses that they have a conviction that is relevant to the nature of the contract, relevant to the work of the Buyer, or is of a type otherwise advised by the Buyer (each such conviction a Relevant Conviction), or is found by the Supplier to have a Relevant Conviction (whether as a result of a police check, a Disclosure and Barring Service check or otherwise) is employed or engaged in the provision of any part of the deliverables.

9. TUPE

The Buyer and the Supplier agree that the provisions of Schedule 6 (Staff Transfers) shall apply to any Relevant Transfer (as such term is defined in Schedule 6) of Services.

The Supplier shall provide the Buyer with the information set out in Schedule 6 (Staff Transfers) and such other information and data as the Buyer may reasonably require to enable it to prepare the necessary documentation to carry out a procurement process or to appoint a Replacement Supplier (as such term is defined in Schedule 6) to provide the Services in place of the Supplier.

10. Rights and protection

The Supplier warrants and represents that:

• it has full capacity and authority to enter into and to perform the contract;

• the contract is executed by its authorised representative;

• it is a legally valid and existing organisation incorporated in the place it was formed;

• there are no known legal or regulatory actions or investigations before any court, administrative body or arbitration tribunal pending or threatened against it or its affiliates that might affect its ability to perform the contract;

• it maintains all necessary rights, authorisations, licences and consents to perform its obligations under the contract;

• it doesn’t have any contractual obligations which are likely to have a material adverse effect on its ability to perform the contract; and

• it is not impacted by an Insolvency Event.

The warranties and representations in Clause 3.5 and Clause 10.1 are repeated each time the Supplier provides deliverables under the contract.

In addition to the other indemnities expressly provided in this contract, the Supplier indemnifies the Buyer against each of the following:

• wilful misconduct of the Supplier, any of its Subcontractors and/or Supplier Staff; and

• non-payment by the Supplier of any tax or National Insurance.

If the Supplier becomes aware of a representation or warranty that becomes untrue or misleading, it must immediately notify the Buyer.

All third party warranties and indemnities covering the deliverables shall be assigned for the Buyer’s benefit by the supplier on delivery.

11. Intellectual Property Rights (IPR)

Each Party keeps ownership of its own Existing IPR. 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:

• receive and use the deliverables; and

• use the new IPR.

The termination or expiry of the contract does not terminate any licence granted under this Clause 11.

Any New IPR created under this contract is owned by the Buyer. The Buyer gives the Supplier a royalty-free, non-exclusive, non-transferable licence to use, copy, and adapt any Existing IPR and the New IPR which the Supplier reasonably requires for the purpose of fulfilling its obligations during the Term and commercially exploiting the New IPR developed under the contract. This licence is sub-licensable to a Subcontractor for the purpose of enabling the Supplier to fulfil its obligations under this contract, and in that case the Subcontractor must enter into a confidentiality undertaking with the Supplier on the same terms as set out in Clause 16 (What you must keep confidential).

Unless otherwise agreed in writing, the Supplier and the Buyer will record any New IPR and keep this record updated throughout the Term.

Where a Party acquires ownership of intellectual property rights incorrectly under this contract, it must do everything reasonably necessary to complete a transfer assigning them in writing to the other Party on request and at its own cost.

Neither Party has the right to use the other Party’s intellectual property rights, including any use of the other Party’s names, logos or trademarks, except as provided in this Clause 11 or otherwise agreed in writing.

If any claim is 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”), then the Supplier indemnifies the Buyer against all losses, damages, costs or expenses (including professional fees and fines) incurred as a result of the IPR Claim.

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

• obtain for the Buyer the rights in Clause 11.1 without infringing any third-party intellectual property rights; and

• 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.

• 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 this contract 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 Clause 12.5 shall apply.

The Supplier shall not use in the delivery of the deliverables any Third Party IPR unless:

• the Buyer gives its approval to do so; and

• one of the following conditions applies:

  • 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
  • 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 11.8.2(a):
  • the Supplier provides the Buyer with details of the licence terms it can obtain and the identity of those licensors;
  • the Buyer agrees to those licence terms; and
  • the owner or authorised licensor of the Third Party IPR grants a direct licence to the Buyer on those terms; or
  • the Buyer approves in writing, with reference to the acts authorised and the specific intellectual property rights involved.

Notwithstanding any other provisions of this contract and for the avoidance of doubt, award of this contract 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. Ending the contract

The contract takes effect on the start date and ends on the earlier of the expiry date (including any permitted extension of such date as set out in the Procurement Order and/or the Specification (as applicable)) and the earlier termination of the contract.

The Buyer can extend the contract where set out in the Procurement Order and/or the Specification (as applicable) in accordance with the terms in the Procurement Order and/or the Specification (as applicable). Any such extension shall be on the same terms and conditions.

Ending the contract without a reason: The Buyer has the right to terminate the contract at any time without reason or liability by giving the Supplier not less than ninety (90) days’ written notice. Where the contract is terminated by the Buyer pursuant to this Clause, Clause 12.7.2 shall apply.

When the Buyer can end the contract: If any of the following events occur, the Buyer has the right to immediately terminate the contract by issuing a termination notice in writing to the Supplier, and such termination shall take effect from the date specified in the termination notice:

• there’s a Supplier Insolvency Event;

• if the Supplier is in a material breach of the contract;

• there’s a change of control (within the meaning of section 450 of the Corporation Tax Act 2010) of the Supplier which isn’t pre-approved by the Buyer in writing;

• the Supplier is in breach of Clause 29

• the Supplier fails to provide a Rectification Plan when required pursuant to Clause 7.10, or where the Supplier fails to comply with a Rectification Plan approved in accordance with Clause 7.11;

• the Buyer does not agree to the re-submitted corrective action submitted by the Supplier under Clause 7.7.1 or the Supplier fails to immediately commence approved corrective action;

• the Supplier or its affiliates embarrass or bring the Buyer into disrepute or diminish the public trust in the Buyer; or

• the Supplier fails to comply with its legal obligations in respect of environmental, social or employment Law when providing the deliverables.

What happens if the contract ends: Where the Buyer terminates the contract under Clause 12.4 (or where otherwise expressly stated in this contract that this Clause 12.5 shall apply on termination) all of the following shall apply:

• the Supplier is responsible for the Buyer’s reasonable costs and expenses incurred in procuring replacement deliverables for the remainder of the Term;

• the Buyer’s payment obligations to the Supplier shall immediately cease;

• the accumulated rights of the Parties are not affected;

• the Supplier must (at the Buyer’s election) promptly delete, confidentially destroy or return the Government data other than Government data
  • (i) that is personal data in respect of which the Supplier is a controller;
  • (ii) in respect of which the Supplier has rights to hold the Government data independently of this contract; and
  • (iii) where required to retain copies by Law, in each case subject to the Supplier providing sufficient evidence to the Buyer of its rights to retain such Government data;

• the Supplier must promptly return any of the Buyer’s property including any equipment provided under the contract;

• the Supplier must, at no cost to the Buyer, give all reasonable assistance to the Buyer and any incoming supplier and co-operate fully in the handover of deliverables and re-procurement;

• any licence or access rights granted to the Supplier under Clause 4.3.3 shall terminate and the Supplier shall have no rights to access the Buyer’s Premises; and

• the Supplier must repay to the Buyer all the charges that it has been paid in advance for deliverables that it has not provided as at the date of termination or expiry of the contract.

The following Clauses survive the termination or expiry of the contract: 4.2.15, 6, 7.2, 9.2, 12, 15, 16, 17, 18, 18.5, 20, 36.1, 38 and any Clauses which are expressly or by implication intended to continue in force.

When the Supplier can end the contract:

• The Supplier shall issue a reminder notice if the Buyer does not pay an undisputed invoice on time. The Supplier can terminate the contract if the Buyer fails to pay an undisputed invoiced sum due and such sum due is in excess of 10% of the total charges or £1,000, whichever is the lower, within thirty (30) days of the date of the reminder notice.

• Where the Buyer terminates the contract in accordance with Clause 12.3 or the Supplier terminates the contract under Clause 12.7.1 or Clause 25.4:

  • the Buyer must promptly pay all outstanding charges reasonably and demonstrably incurred to the Supplier;
  • the Buyer must pay the Supplier reasonable and demonstrable committed and unavoidable losses provided the Supplier has provided a fully itemised and costed schedule with evidence reasonably required by the Buyer - the maximum value of this payment is limited to the total sum payable to the Supplier if the contract had not been terminated; and
  • Clauses 12.5.2 to 12.6 apply.

• The Supplier also has the right to terminate the contract in accordance with Clauses 22.3 and 25.4.

Partially ending and suspending the contract

• Where the Buyer has the right to terminate the contract it can terminate or suspend (for any period), all or part of the contract. If the Buyer suspends the contract it can provide the deliverables itself or buy them from a third party.

• The Buyer can only partially terminate or suspend the contract if the remaining parts of it can still be used to effectively deliver the intended purpose.

• The Parties must agree (in accordance with Clause 26) any necessary variation required by Clause 12.8, but the Supplier may not:

  • reject the variation; or
  • increase the charges, except where the right to partial termination is exercised by the Buyer under Clause 12.3.

• The Buyer can still use other rights available, or subsequently available to it if it exercises its rights under this Clause 12.8.

13. How much a Party can be held responsible for

Each Party’s total aggregate liability under or in connection with the contract (whether in tort, contract or otherwise) is no more than 125% of the charges paid or payable to the Supplier.

No Party is liable to the other for:

• any indirect or consequential losses; or

• loss of profits, turnover, savings, business opportunities or damage to goodwill (in each case whether direct or indirect).

• In spite of Clause 13.1, neither Party limits or excludes any of the following:

  • its liability for death or personal injury caused by its negligence, or that of its employees, agents or subcontractors;

  • its liability for bribery or fraud or fraudulent misrepresentation by it or its employees;

  • any liability for breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;

  • its liability for wilful default;

  • its liability for any Prohibited Act; and

  • any liability that cannot be excluded or limited by Law.

In spite of Clause 13.1, the Supplier does not limit or exclude its liability for any indemnity given under Clauses 8.5, 10.3.2, 11.6, 14.3 or 33.2.2, and any indemnity given under Schedule 6 (Staff Transfers).

In spite of Clause 13.1, the Supplier’s total aggregate liability in each contract Year under Paragraph 1.5.4 of Schedule 4 (data protection) is no more than the data protection liability cap.

Each Party must use all reasonable endeavours to mitigate any loss or damage which it suffers under or in connection with the contract, including any indemnities.

If more than one Supplier is party to the contract, each Supplier Party is fully responsible for both their own liabilities and the liabilities of the other Suppliers.

14. Obeying the law

The Supplier must, in connection with provision of the deliverables:

• comply and procure that its Subcontractors comply with the Supplier Code of Conduct appearing and such other corporate social responsibility requirements as the Buyer may notify to the Supplier from time to time;

• comply with the provisions of the Official Secrets Acts 1911 to 1989 and section 182 of the Finance Act 1989;

• support the Buyer in fulfilling its Public Sector Equality duty under Section 149 of the Equality Act 2010;

• must comply with the model contract terms contained in (a) to (l) of Annex C of the guidance to PPN 009 (Tackling Modern Slavery in Government Supply Chains), as such clauses may be amended or updated from time to time, in so far as such PPN applies to the Buyer; and

• meet the applicable Government Buying Standards applicable to deliverables which can be found online on GOV.UK, sustainable procurement page.

The Supplier indemnifies the Buyer against any costs resulting from any breach or default by the Supplier relating to any applicable Law to do with the contract.

The Supplier indemnifies the Buyer against any claims including third party claims for loss or damage to property of the Buyer occurring as a result of the Supplier’s provision of the deliverables.

The Supplier must appoint a Compliance Officer who must be responsible for ensuring that the Supplier complies with Law, Clause 14.1 and Clauses 29 to 35.

15. Data protection

The Parties agree that Schedule 4 (data protection) shall apply.

16. What you must keep confidential

Each Party must:

• keep all confidential information it receives confidential and secure;

• not disclose, use or exploit the disclosing Party’s confidential information without the disclosing Party’s prior written consent, except for the purposes anticipated under the contract; and

• immediately notify the disclosing Party if it suspects unauthorised access, copying, use or disclosure of the Confidential Information.

In spite of Clause 16.1, a Party may disclose Confidential Information which it receives from the disclosing Party in any of the following instances:

• where disclosure is required by applicable Law or by a court with the relevant jurisdiction if the recipient Party notifies the disclosing Party of the full circumstances, the affected Confidential Information and extent of the disclosure;

• if the recipient Party already had the information without obligation of confidentiality before it was disclosed by the disclosing Party;

• if the information was given to it by a third party without obligation of confidentiality;

• if the information was in the public domain at the time of the disclosure;

• if the information was independently developed without access to the disclosing Party’s Confidential Information;

• to its auditors or for the purposes of regulatory requirements;

• on a confidential basis, to its professional advisers on a need-to-know basis; or

• to the Serious Fraud Office where the recipient Party has reasonable grounds to believe that the disclosing Party is involved in activity that may be a criminal offence under the Bribery Act 2010.

The Supplier may disclose Confidential Information on a confidential basis to Supplier Staff on a need-to-know basis to allow the Supplier to meet its obligations under the contract. The Supplier Staff must enter into a direct confidentiality agreement with the Buyer at its request.

The Buyer may disclose Confidential Information in any of the following cases:

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

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

• if the Buyer (acting reasonably) considers disclosure necessary or appropriate to carry out its public functions;

• where requested by Parliament;

• under Clause 17.2.

For the purposes of Clauses 16.2 to 16.4 references to disclosure on a confidential basis means disclosure under a confidentiality agreement or arrangement including terms as strict as those required in Clause 16.

Transparency Information and any information which is disclosed under Clause 17.2 is not Confidential Information.

The Supplier must not make any press announcement or publicise the contract or any part of it in any way, without the prior written consent of the Buyer and must take all reasonable steps to ensure that Supplier Staff do not either.

17. Insurance

During the Term and for a period of six (6) years afterwards, the Supplier shall maintain in force the required insurances and at the minimum levels of cover specified in the Procurement Order and/or Specification (as applicable), and produce to the Buyer on demand full particulars of those insurances and the receipt for the then current premiums.

The Supplier shall retain and make available for inspection by Buyer or its advisors copies of all such insurance policies for at least seven (7) years after termination of cover.

18. When you can share information

The Supplier must tell the Buyer within forty-eight (48) hours if it receives a Request For Information.

In accordance with a reasonable timetable and in any event within five (5) working days of a request from the Buyer, at no additional cost, the Supplier must give the Buyer full co-operation and information needed so the Buyer can:

• comply with any Request for Information; and

• comply with any of its obligations in relation to publishing Transparency Information.

Any such co-operation and/or information from the Supplier shall be provided at no additional cost.

The Buyer may talk to the Supplier to help it decide whether to publish information under Clause 18.2. However, the extent, content and format of the disclosure shall be decided by the Buyer, in its sole discretion.

The Supplier shall in no circumstance respond to a Request for Information directly in so far as it relates in any way to this contract and/or the Buyer. The Supplier shall forward any such Request for Information to the Buyer and/or its nominated representative as set out in the Procurement Order and/or the Specification.

19. Invalid parts of the contract

If any part of the contract is prohibited by Law or judged by a court to be unlawful, void or unenforceable, it must be read as if it was removed from that contract as much as required and rendered ineffective as far as possible without affecting the rest of the contract, whether it’s valid or enforceable.

20. No other terms apply

The provisions of this contract are the entire agreement between the Parties.  The contract replaces all previous statements and agreements whether written or oral. No other provisions apply.

The deliverables shall be supplied solely in accordance with this contract. Save as otherwise explicitly set out in this contract, all other contractual terms which in any way add to, vary or contradict this contract (including, but not limited to, either Party’s own invoice or  purchase order terms and conditions or standard terms of business including those on any website, portal or any “click-wrap” or “clickthrough” terms) upon which a Party may seek to rely or otherwise incorporate or impose on the other Party shall be excluded and not form part of this contract (whether or not such other contractual terms post-date these conditions and whether or not implied by custom, practice or course of dealing) unless the Parties have explicitly agreed in writing to be bound by any such other contractual terms.

21. Other people’s rights in the contract

Subject to Clause 21.2, no third parties may use the contracts (Rights of Third Parties) Act (“CRTPA”) to enforce any term of the contract unless stated (referring to CRTPA) in the contract.  This does not affect third party rights and remedies that exist independently from CRTPA.

Clause 5.7 confers benefits on persons named or identified in such provisions other than the Parties (each such person a “Third Party Beneficiary”) and are intended to be enforceable by Third Parties Beneficiaries by virtue of the CRTPA.

22. Circumstances beyond your control

Any Party affected by a force majeure event is excused from performing its obligations under the contract while the inability to perform continues, if it both:

• provides written notice to the other Party; and

• uses all reasonable measures practical to reduce the impact of the force majeure event.

Any failure or delay by the Supplier to perform its obligations under the contract that is due to a failure or delay by an agent, Subcontractor and/or Supplier Staff will only be considered a force majeure event if that third party is itself prevented from complying with an obligation to the Supplier due to a force majeure event.

Either party can partially or fully terminate the contract if the provision of the deliverables is materially affected by a force majeure event which lasts for ninety (90) days continuously.

Where a Party terminates under Clause 22.3:

• each Party must cover its own losses; and

• Clauses 12.5.2 to 12.6 shall apply.

23. Relationships created by the contract

The contract does not create a partnership, joint venture or employment relationship between the Parties. The Supplier must represent themselves accordingly and ensure others do so.

24. Giving up contract rights

A partial or full waiver or relaxation of the terms of the contract is only valid if it is stated to be a waiver in writing to the other Party.

25. Transferring responsibilities

The Supplier cannot assign, novate or in any other way dispose of the contract without the Buyer’s prior written consent (which consent the Buyer may in its absolute discretion refuse and/or grant on terms)

The Buyer can assign, novate or transfer its contract or any part of it to any Crown Body, public or private sector body which performs the functions of the Buyer (including but not limited to another public sector body/non departmental public body as a result of changes in internal governance or re-organisation).

When the Buyer uses its rights under Clause 25.2 the Supplier must enter into a novation agreement in the form that the Buyer specifies.

The Supplier can terminate the contract novated under Clause 25.2 to a private sector body that is experiencing an Insolvency Event.

The Supplier remains responsible for all acts and omissions of the Supplier Staff as if they were its own.

If the Buyer asks the Supplier for details about Subcontractors, the Supplier must provide details of Subcontractors at all levels of the supply chain including:

• their name, registered address and company number (if relevant);

• the scope of their appointment;

• the duration of their appointment.

26. Supply chain

The Supplier cannot Sub-contract the contract or any part of it without the Buyer’s prior written consent. The Supplier shall provide the Buyer with the name of any Subcontractor the Supplier proposes to engage for the purposes of the contract. The decision of the Buyer to consent or not will not be unreasonably withheld or delayed. If the Buyer does not communicate a decision to the Supplier within ten (10) working days of the request for consent then its consent will be deemed to have been given. The Buyer may reasonably withhold its consent to the appointment of a Subcontractor if it considers that:

• the appointment of a proposed Subcontractor may prejudice the provision of the deliverables or may be contrary to its interests;

• the proposed Subcontractor is unreliable and/or has not provided reliable goods and or reasonable services to its other customers; and/or

• the proposed Subcontractor employs unfit persons.

If the Buyer asks the Supplier for details about Subcontractors, the Supplier must provide details of all such Subcontractors at all levels of the supply chain including:

• their name;

• the scope of their appointment; and

• the duration of their appointment.

The Supplier must exercise due skill and care when it selects and appoints Subcontractors.

For Sub-contracts in the Supplier’s supply chain entered into wholly or substantially for the purpose of performing or contributing to the performance of the whole or any part of this contract:

• where such Sub-contracts are entered into after the start date, the Supplier will ensure that they all contain provisions that; or

• where such Sub-contracts are entered into before the start date, the Supplier will take all reasonable endeavours to ensure that they all contain provisions that:

  • allow the Supplier to terminate the Sub-contract if the Subcontractor fails to comply with its obligations in respect of environmental, social or employment Law; and
  • require that all Subcontractors are paid before the end of the period of thirty (30) days beginning with:
  • the day on which an invoice is received by the Supplier or other party in respect of the sum; or
  • 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:

• require the party receiving goods or services under the contract 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; and

• allow the Buyer to publish the details of the late payment or non-payment if this thirty (30) day limit is exceeded.

The Supplier must ensure that a term equivalent to Clause 26.4 is included in each Sub-contract in its supply chain, such that each Subcontractor is obliged to include those terms in any of its own Sub-contracts in the supply chain for the delivery of this contract.

At the Buyer’s request, the Supplier must terminate any Sub-contracts in any of the following events:

• there is a change of control within the meaning of Section 450 of the Corporation Tax Act 2010 of a Subcontractor which isn’t pre-approved by the Buyer in writing;

• the acts or omissions of the Subcontractor have caused or materially contributed to a right of termination under Clause 12.4;

• a Subcontractor or its Affiliates embarrasses or brings into disrepute or diminishes the public trust in the Buyer; and/or

• the Subcontractor fails to comply with its obligations in respect of environmental, social or employment Law.

The Supplier is responsible for all acts and omissions of its Subcontractors and those employed or engaged by them as if they were its own.

27. Changing the contract

Either Party can request a variation to the contract which is only effective if agreed in writing and signed by both Parties. The Buyer is not required to accept a variation request made by the Supplier.

28. How to communicate about the contract

All notices under the contract shall be in writing and be served by e-mail unless it is not practicable to do so. An e-mail is effective at 9am on the first working day after sending unless an error message is received.

If it is not practicable for a notice to be served by e-mail in accordance with Clause 25.1, notices can be served my means of personal delivery or Prepaid, Royal Mail Signed For™ 1st Class or other prepaid, next working day service providing proof of delivery.  If either of these options are used to serve a notice, such notices are considered effective on the working day of delivery as long as they’re delivered before 5:00pm on a working day. Otherwise, the  notice is effective on the next working day.

Notices to the Buyer or Supplier must be sent to their e-mail address (or address, where e-mail is not practicable) in the Procurement Order and/or the Specification (as applicable).

This Clause does not apply to the service of legal proceedings or any documents in any legal action, arbitration or dispute resolution.

29. Prevention of fraud and bribery

The Supplier represents and warrants that neither it, nor any Supplier Staff, have at any time prior to the start date:

• committed a Prohibited Act;

• been subject of any investigation, inquiry or enforcement proceedings by a governmental, administrative or regulatory body regarding any Prohibited Act or alleged Prohibited Act; or

• been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or other government contracts on the grounds of a Prohibited Act.

The Supplier shall promptly notify the Buyer if, at any time during the Term, its circumstances, knowledge or awareness changes such that it would not be able to repeat the warranties set out in Clause 29.1 at the relevant time.

The Supplier shall (and shall procure that its Supplier Staff shall) during the Term:

• not commit a Prohibited Act;

• not do, suffer or omit to do anything that would cause the Buyer or any of the Buyer’s employees, consultants, contractors, sub-contractors or agents to contravene any of the Relevant Requirements or otherwise incur any liability in relation to the Relevant Requirements;

• comply with the Buyer’s Anti-bribery and Anti-corruption Policy as updated from time to time;

• notify the Buyer (in writing) if it becomes aware of any breach of Clause 29.3.1 or Clause 29.3.2, or has reason to believe that it or any person associated with it has received a request or demand for any undue financial or other advantage in connection with performance of this contract.

The Supplier shall maintain appropriate and up to date records showing all payments made by the Supplier in connection with this contract and the steps taken to comply with its obligations under Clause 29.3.

The Supplier shall allow the Buyer and its third party representatives to Audit any of the Supplier’s records and any other relevant documentation.

If the Supplier is in breach of this Clause 29, the Buyer may by notice:

• require the Supplier to remove from performance of this contract any Supplier Staff whose acts or omissions have caused the breach; or

• immediately terminate this contract.

Any notice served by the Buyer under Clause 29.6 shall specify the nature of the Prohibited Act, the identity of the party who the Buyer believes has committed the Prohibited Act and the action that the Buyer has elected to take (including, where relevant, the date on which this contract shall terminate).

30. Equality, diversity and human rights

The Supplier must follow all applicable equality Law when it performs its obligations under the contract, including:

• protections against discrimination on the grounds of race, sex, gender reassignment, religion or belief, disability, sexual orientation, pregnancy, maternity, age or otherwise; and

• any other requirements and instructions which the Buyer reasonably imposes related to equality Law.

The Supplier must take all necessary steps, and inform the Buyer of the steps taken, to prevent anything that is considered to be unlawful discrimination by any court or tribunal, or the Equality and Human Rights Commission (or any successor organisation) when working on the contract.

31. Health and safety

The Supplier must perform its obligations meeting the requirements of:

• all applicable Law regarding health and safety; and

• the Buyer’s current health and safety policy while at the Buyer’s Premises, as provided to the Supplier.

The Supplier and the Buyer must as soon as possible notify the other of any health and safety incidents or material hazards it becomes aware of at the Buyer’s Premises that relate to the performance of the contract.

32. Environment and sustainability

In performing its obligations under the contract, the Supplier shall, to the reasonable satisfaction of the Buyer:

• meet, in all material respects, the requirements of all applicable Laws regarding the environment; and

• comply with its obligations under the Buyer’s current environmental policy, which the Buyer must provide, and make Supplier Staff aware of such policy.

33. Tax

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 any fines. The Buyer cannot terminate the contract where the Supplier has not paid a minor tax or social security contribution.

Where the Supplier or any Supplier Staff are liable to be taxed or to pay National Insurance contributions in the UK relating to payment received under the contract, the Supplier shall:

• comply with the Income Tax (Earnings and Pensions) Act 2003, the Social Security contributions and Benefits Act 1992 and all other statutes and regulations relating to income tax National Insurance contributions; and

• indemnify the Buyer against any Income Tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made during or after the Term in connection with the provision of the deliverables by the Supplier or any of the Supplier Staff.

At any time during the Term, the Buyer may specify information that the Supplier must provide with regard to the Supplier, the Supplier Staff, the Workers, or the Supply Chain Intermediaries and set a deadline for responding, which:

• demonstrates that the Supplier, Supplier Staff, Workers, or Supply Chain Intermediaries comply with the legislation specified in Clause33.2.1, or why those requirements do not apply; and

• assists with the Buyer’s due diligence, compliance, reporting, or demonstrating its compliance with any of the legislation in Clause33.2.1.

The Buyer may supply any information it receives from the Supplier under Clause 29.3 to HMRC for revenue collection and management and for Audit purposes.

The Supplier must inform the Buyer as soon as reasonably practicable if there any Workers or Supplier Staff providing services to the Buyer who are contracting, begin contracting, or stop contracting via an intermediary which meets one of conditions A-C set out in section 61N of the Income Tax (Earnings and Pensions) Act 2003 and/or Regulation 14 of the Social Security Contributions (Intermediaries) Regulations 2000.

If any of the Supplier Staff are Workers who receive payment relating to the deliverables, then the Supplier must ensure that its contract with the Worker contains the following requirements:

• the Buyer may, at any time during the Term, request that the Worker provides information which demonstrates they comply with Clause 33.2, or why those requirements do not apply, the Buyer can specify the information the Worker must provide and the deadline for responding;

• the Worker’s contract may be terminated at the Buyer’s request if the Worker fails to provide the information requested by the Buyer within the time specified by the Buyer;

• the Worker’s contract may be terminated at the Buyer’s request if the Worker provides information which the Buyer considers does not satisfactorily demonstrate how it complies with Clause 33.2 or confirms that the Worker is not complying with those requirements; and

• the Buyer may supply any information it receives from the Worker to HMRC for revenue collection and management.

34. Conflict of interest

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.

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

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 the contract 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 34.4, where the reason for the unresolvable actual or potential Conflict of Interest is in the reasonable opinion of the Buyer

• outside of the control of the Supplier, Clauses 12.5.2 to 12.5.8 shall apply; or

• within the control of the Supplier, the whole of Clause 12.5 shall apply.

Where the Supplier has failed to notify the Buyer of an actual or potential Conflict of Interest and the Buyer terminates under Clause 34.3, the whole of Clause 12.5 shall apply.

35. Reporting a breach of the contract

As soon as it is aware of it the Supplier and Supplier Staff must report to the Buyer any actual or suspected breach of Law, Clause 14.1 or Clause 34.

The Supplier must not retaliate against any of the Supplier Staff who in good faith reports a breach listed in Clause 35.1 to the Buyer of a prescribed person.

36. Further assurances

Each Party will, at the request and cost of the other Party, do all things which may be reasonably necessary to give effect to the meaning of this contract.

37. Resolving disputes

If there is a dispute between the Parties, their senior representatives who have authority to settle the dispute will, within twenty-eight (28) days of a written request from the other Party, meet in good faith to resolve the dispute.

If the dispute is not resolved at that meeting, the Parties can attempt to settle it by mediation using the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure current at the time of the dispute. If the Parties cannot agree on a mediator, the mediator will be nominated by CEDR. If either Party does not wish to use, or continue to use mediation, or mediation does not resolve the dispute, the dispute must be resolved using Clauses 37.3 to 37.5.

Unless the Buyer refers the dispute to arbitration using Clause 37.4, the Parties irrevocably agree that the courts of England and Wales have the exclusive jurisdiction to:

• determine the dispute;

• grant interim remedies; and

• grant any other provisional or protective relief.

The Supplier agrees that the Buyer has the exclusive right to refer any dispute to be finally resolved by arbitration under the London Court of International Arbitration Rules current at the time of the dispute. There will be only one arbitrator.  The seat or legal place of the arbitration will be London and the proceedings will be in English.

The Buyer has the right to refer a dispute to arbitration even if the Supplier has started or has attempted to start court proceedings under Clause 37.3, unless the Buyer has agreed to the court proceedings or participated in them. Even if court proceedings have started, the Parties must do everything necessary to ensure that the court proceedings are stayed in favour of any arbitration proceedings if they are started under Clause 37.4.

The Supplier cannot suspend the performance of the contract during any dispute between the Parties.

38. Which law applies

This contract and any issues arising out of, or connected to it, are governed by English law.

Schedule 1 - Procurement Order

Completed Purchase Order provide to Supplier.

Schedule 2 - Specification

Buyer’s Specification forms part of this Purchase Order.

Schedule 3 - Supplier’s Quote

Supplier’s quotation must be provided and forms part of this Purchase Order.

Schedule 4- Data Protection

The Supplier must not remove any ownership or security notices in or relating to the Government data.

The Supplier must ensure that any Supplier, Subcontractor, or Subprocessor system holding any Government data, including back-up data, is a secure system that complies with the Security Requirements or as otherwise provided in writing by the Buyer (where any such requirements have been provided).

If at any time the Supplier suspects or has reason to believe that the Government data is corrupted, lost or sufficiently degraded, then the Supplier must immediately notify the Buyer and suggest remedial action.

If the Government data is any of (i) corrupted, (ii) lost or (iii) sufficiently degraded, in each case as a result of the Supplier’s default so as to be unusable the Buyer may either or both:

• tell the Supplier (at the Supplier’s expense) to restore or get restored Government data as soon as practical but no later than five (5) working days from the date that the Buyer receives notice, or the date at which the Supplier finds out about the issue, whichever is earlier; and/or

• restore the Government data itself or by using a third party and the Buyer shall be reimbursed by the Supplier for all reasonable expenses incurred in doing so.

The Supplier:

• must, subject to the Security Requirements, provide the Buyer with all Government data in an agreed format (provided it is secure and readable) within ten (10) working days of a written request;

• must have documented processes to guarantee prompt availability of Government data if the Supplier stops trading;

• must, subject to the Security Requirements, securely erase (using a deletion method that ensures that even a determined expert using specialist techniques can recover only a small fraction of the data deleted) all Government data and any copies it or a Subcontractor holds when asked to do so by the Buyer unless required by Law to retain it, other than in relation to Government data in respect of which the Supplier is a controller or which the Supplier has rights to hold the Government data independently of this contract; and

• indemnifies the Buyer against any and all losses incurred if the Supplier breaches this Schedule or any Data Protection Legislation.

The Parties acknowledge that for the purposes of the Data Protection Legislation, the nature of the activity carried out by each of them in relation to their respective obligations under this contract dictates the status of each party under the DPA 2018.

Where one party is controller

Where a Party is a Processor, the only processing that the Processor is authorised to do is listed in (processing personal data) by the controller and may not be determined by the Processor. The term “processing” and any associated terms are to be read in accordance with Article 4 of the UK GDPR and EU GDPR (as applicable).

The Processor must notify the controller immediately if it thinks the controller’s instructions breach the data protection legislation.

The Processor must give all reasonable assistance to the controller in the preparation of any data protection impact assessment before starting any processing, which may include, at the discretion of the controller:

• a systematic description of the expected processing and its purpose;

• the necessity and proportionality of the processing operations;

• the risks to the rights and freedoms of data subjects; and

• the intended measures to address the risks, including safeguards, security measures and mechanisms to protect personal data and assurance that those measures comply with any security requirements.

The Processor must, in relation to any personal data processed under this contract:

• process that personal data only in accordance with this Schedule (including the Annex) and the security requirements, unless the Processor is required to do otherwise by Law. If lawful to notify the controller, the Processor must promptly notify the controller if the Processor is otherwise required to process personal data by Law before processing it.

• put in place appropriate protective measures to protect against a data loss event which must be approved by the controller.

• ensure that:

  • the processor personnel do not process personal data except in accordance with this Schedule (including the Annex) and the security requirements;
  • it uses the Buyer’s staff vetting procedures to ensure the reliability and integrity of any processor personnel who have access to the personal data and ensure that they:
  • are aware of and comply with the Processor’s duties under this Schedule and the Security Requirements;
  • are subject to appropriate confidentiality undertakings with the Processor or any Subprocessor;
  • are informed of the confidential nature of the personal data and do not provide any of the personal data to any third party unless directed in writing to do so by the controller or as otherwise allowed by the contract; and
  • have undergone adequate training in the use, care, protection and handling of personal data.

• the Processor must not transfer personal data outside of the UK and/or the EEA unless the prior written consent of the controller has been obtained and the following conditions are fulfilled:

  • the transfer is in accordance with Article 45 of the UK GDPR (or section 74A of DPA 2018) and/or the transfer is in accordance with Article 45 of the EU GDPR (where applicable), provided that if the destination country of a transfer is the United States:
  • the Supplier shall ensure that prior to the transfer of any personal data to the United States relying on this adequacy (including to any United States-based Subcontractors and/or Subprocessors), the Supplier (and/or the applicable Subcontractor and/or Subprocessor) must be self-certified and continue to be self-certified on the US data privacy framework;
  • the Supplier shall notify the Buyer immediately if there are any, or there are reasonable grounds to believe there may be any, changes in respect of their and/or their Subcontractor’s or Subprocessor’s position on the US fata privacy framework (for example if that entity ceases to be certified or is at risk of being so, or there is a strong likelihood of a competent court finding the US data privacy framework unlawful), and the Supplier must then take all appropriate steps to remedy the certification and/or put in place alternative data transfer mechanisms in compliance with this Paragraph; and
  • in the event that the Supplier (and/or the applicable Subcontractor or Subprocessor):
  • ceases to be certified on the US data privacy framework and the Supplier does not put in place the alternative data transfer mechanisms required for compliance with this paragraph;
  • the US data privacy framework is no longer available and the Supplier does not put in place the alternative data transfer mechanisms required for compliance with this paragraph; and/or
  • fails to notify the Buyer of any changes to its certification status in accordance with paragraph 1.10.3.3.1.2 above,

the Buyer shall have the right to terminate this contract with immediate effect (in which event Clause 12.5 shall apply); or

The controller or the Processor has provided appropriate safeguards in relation to the transfer (whether in accordance with UK GDPR Article 46 or section 75 of the DPA 2018) and/or the transfer is in accordance with Article 46 of the EU GDPR (where applicable) as determined by the controller which could include relevant parties entering into:

• where the transfer is subject to UK GDPR:

  • the International Data Transfer Agreement (the “IDTA”), as published by the Information Commissioner’s Office from time to time under section 119A(1) of the DPA 2018 as well as any additional measures determined by the controller;
  • the European Commission’s Standard contractual Clauses per decision 2021/914/EU or such updated version of such Standard Contractual Clauses as are published by the European Commission from time to time (“EU SCCs”), together with the UK International Data Transfer Agreement Addendum to the EU SCCs (the “Addendum”) as published by the Information Commissioner’s Office from time to time, and/or;
  • where the transfer is subject to EU GDPR, the EU SCCs;

• as well as any additional measures determined by the controller being implemented by the importing party

  • the data subject has enforceable rights and effective legal remedies when transferred,
  • the Processor meets its obligations under the data protection legislation by providing an adequate level of protection to any personal data that is transferred and,
  • the Processor complies with the controller’s reasonable prior instructions about the processing of the personal data.

The Processor must at the written direction of the controller, delete or return personal data (and any copies of it) to the controller on termination of the contract unless the Processor is required by Law to retain the personal data.

The Processor must notify the controller immediately if it:

• receives a data subject access request (or purported data subject access request);

• receives a request to rectify, block or erase any personal data;

• receives any other request, complaint or communication relating to either Party’s obligations under the data protection legislation;

• receives any communication from the Information Commissioner or any other regulatory authority in connection with personal data processed under this contract;

• receives a request from any third Party for disclosure of personal data where compliance with the request is required or claims to be required by Law; and

• becomes aware of a data loss event.

Any requirement to notify under Paragraph 1.12 includes the provision of further information to the controller in stages as details become available.

The Processor must promptly provide the controller with full assistance in relation to any Party’s obligations under data protection legislation and any complaint, communication or request made under Paragraph 1.13. This includes giving the controller:

• full details and copies of the complaint, communication or request;

• reasonably requested assistance so that it can comply with a data subject access request within the relevant timescales in the data protection legislation;

• any personal data it holds in relation to a data subject on request;

• assistance that it requests following any data loss event; and

• assistance that it requests relating to a consultation with, or request from, the Information Commissioner’s Office or any other regulatory authority.

The Processor must maintain full, accurate records and information to show it complies with this Schedule. This requirement does not apply where the Processor employs fewer than 250 staff, unless either the controller determines that the processing:

• is not occasional;

• includes special categories of data as referred to in Article 9(1) of the UK GDPR or personal data relating to criminal convictions and offences referred to in Article 10 of the UK GDPR; or

• is likely to result in a risk to the rights and freedoms of data subjects.

The Parties shall designate a data protection officer if required by the data protection legislation.

Before allowing any Subprocessor to process any personal data, the Processor must:

• notify the controller in writing of the intended Subprocessor and processing;

• obtain the written consent of the controller;

• enter into a written contract with the Subprocessor so that this Schedule applies to the Subprocessor; and

• provide the controller with any information about the Subprocessor that the controller reasonably requires.

The Processor remains fully liable for all acts or omissions of any Subprocessor.

The Parties agree to take account of any guidance issued by the Information Commissioner’s Office or any other regulatory authority.

Annex - Processing personal data

This Annex shall be completed by the controller, who may take account of the view of the Processor, however the final decision as to the content of this Annex shall be with the controller at its absolute discretion. 

Please complete the .odt document, on GOV.UK RFCA Procurement Order

Schedule 6 - Staff Transfers

1. Definitions and interpretation

The following definitions and rules of interpretation apply in this Schedule 6 (Staff Transfers):

Acquired Rights Directive	means Directive 77/187/EEC as amended and updated;
Data Protection Legislation	means all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder) (“DPA 2018”); and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and any successor legislation;
Effective Date	means the date on which the Services (or any part of the Services), transfer from the Third-Party Employer to the Supplier or Sub-Contractor and a reference to the Effective Date shall be deemed to be the date on which the employees in question transferred or will transfer to the Supplier or Sub-Contractor. The first Effective Date shall occur on the Start Date;
Employed in Connection with	means employed by the Supplier (or its Sub-Contractor(s) if relevant) solely or mainly (i.e. more than 50% of their working time) in the delivery of the provision of the Services;
Employee Liability Information	means the information that a transferor is obliged to notify to a transferee under Regulation 11(2) of TUPE:
	(a) the identity and age of the employee;
	(b) the employee’s written statement of employment particulars (as required under section 1 of the Employment Rights Act 1996);
	(c) information about any disciplinary action taken against the employee and any grievances raised by the employee, where a Code of Practice issued under Part IV of the Trade Union and Labour Relations (Consolidation) Act 1992 relating exclusively or primarily to the resolution of disputes applies, within the previous two (2) years;
	(d) information about any court or tribunal case, claim or action either brought by the employee against the transferor within the previous two (2) years or where the transferor has reasonable grounds to believe that such action may be brought against the Supplier arising out of the employee’s employment with the transferor; and
	(e) information about any collective agreement that will have effect after the Effective Date or the Service Transfer Date, as the case may be, in relation to the employee under regulation 5(a) of TUPE; and
Employment Liabilities	means all claims, including without limitation claims for redundancy payments, unlawful deduction of wages, unfair, wrongful or constructive dismissal compensation, compensation for discrimination on grounds of sex, race, disability, age, religion or belief, gender reassignment, marriage or civil partnership, pregnancy or maternity, or sexual orientation discrimination, claims for equal pay, compensation for less favourable treatment of part-time workers, and any claims (whether in tort, contract, statute or otherwise), demands, actions, proceedings and any award, compensation, damages, tribunal awards, fine, loss, order, penalty, disbursement, payment made by way of settlement and costs and expenses reasonably incurred in connection with a claim or investigation (including any investigation by the Equality and Human Rights Commission or other enforcement, regulatory or supervisory body), and of implementing any requirements which may arise from such investigation, and any legal costs and expenses;
Relevant Employees	means those employees who are Employed in Connection with the Services and whose contracts of employment transfer with effect from the Service Transfer Date to the Buyer or a Replacement Supplier by virtue of the application of TUPE;
Relevant Transfer	means a relevant transfer of the Services for the purposes of TUPE, including upon or as a result of expiry or termination of this Contract;
Relevant Transfer Date	in relation to a Relevant Transfer, the date upon which the Relevant Transfer takes place;
Replacement Services	means any services that are fundamentally the same as any of the Services and which the Buyer receives in substitution for any of the Services following the termination or expiry of this Contract, whether those services are provided by the Buyer internally or by any Replacement Supplier;
Replacement Supplier	means any third-party supplier of Replacement Services appointed by the Buyer from time to time;
Suppliers Final Staff List	means the list of all the Suppliers and Sub-Contractor’s staff/personnel Employed in Connection with and engaged in, or wholly or mainly assigned to, the provision of the Services or any part of the Services at the Service Transfer Date;
Suppliers Provisional Staff List	means the list prepared and updated by the Supplier of all the Suppliers and Sub-Contractor’s staff/personnel Employed in Connection with and engaged in, or wholly or mainly assigned to, the provision of the Services or any part of the Services at the date of the preparation of the list, and in the format requested by the Buyer;
Service Transfer Date	means the date on which the Services (or any part of the Services), transfer from the Supplier or Sub-contractor to the Buyer or any Replacement Supplier;
Staffing Information	means in relation to all persons detailed on the Suppliers Provisional Staff List, in an anonymised format, such information as the Buyer may reasonably request including the Employee Liability Information and details of whether the staff/personnel are employees, workers, self-employed, contractors or consultants, agency workers or otherwise, and the amount of time spent on the provision of the Services;
Sub-Contractor	means any sub-contract entered into by the Supplier or by any Sub-Contractor for the purpose of the performance of any obligation on the part of the Supplier this Contract;
Sub-Contractor	means the contractors or service providers engaged by the Supplier (or a sub-contractor of the Supplier) to provide goods, services or works to, for or on behalf of the Supplier for the purposes of providing the Services to the Buyer;
Subsequent Transfer	means, following the commencement of this Contract, circumstances whereby the identity of the provider of the Services (or any part of the Services) changes (whether as a result of termination of this Contract, or part or otherwise) resulting in a transfer of the Services in whole or in part from the Supplier to the Buyer or Replacement Supplier;
Third Party Employee	means employees of Third Party Employers whose contracts of employment transfer with effect from the Effective Date to the Supplier or Sub-contractor by virtue of the application of TUPE. An indicative list of the Third Party Employees, as at the date of execution of the Contract, is attached at Appendix 1 of this Schedule 6.
Third Party Employer	means a former supplier engaged by the Buyer to provide some or all of the Services to the Buyer before the Effective Date and whose employees will transfer to the Supplier on the Effective Date;
TUPE	means the Transfer or Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246), as amended; and
TUPE Information	has the meaning given in paragraph 3.6;

All other words, terms and expressions used in this Schedule 6 (Staff Transfers) shall have the meanings given to them in Clause 1 of this contract.

Where a provision in this Schedule imposes an obligation on the Supplier to provide an indemnity, undertaking or warranty, the Supplier shall procure that each of its Sub-contractors shall comply with such obligation and provide such indemnity, undertaking or warranty to the Buyer, Replacement Supplier or replacement sub-contractor, as the case may be.

2. Transfer of employees to the supplier

The Buyer and the Supplier agree that where the identity of the provider of any of the Services changes, this shall constitute a Relevant Transfer and the contracts of employment, other than in relation to any benefits in respect of old age, invalidity or survivors under any occupational pension scheme, of any Third Party Employees shall transfer to the Supplier or Sub-contractor. The Supplier shall comply and shall procure that each Sub-contractor shall comply with their obligations under TUPE. A Relevant Transfer may occur on the effective date.

The Buyer shall procure that the Third Party Employer(s) shall provide the Employee Liability Information for the Third Party Employee(s) to the Supplier, and, where necessary, update such information, as required by TUPE. The Buyer shall give no warranty as to the accuracy or completeness of the Employee Liability Information supplied by any Third Party Employer(s).

The Supplier shall be liable for and indemnify and keep indemnified the Buyer and any Third Party Employer against any Employment Liabilities arising from or as a consequence of:

• any proposed changes to terms and conditions of employment the Supplier or Sub-contractor may consider making on or after the effective date;

• any of the employees informing the Buyer and/or any Third Party Employer they object to being employed by the Supplier or Sub-contractor pursuant to Regulation 4(7) of TUPE; and

• any change in identity of the Third Party Employees’ employer as a result of the operation of TUPE; or

• as a result of any proposed measures the Supplier or Sub-contractor may consider taking on or after the effective date.

The Supplier shall, and shall procure that any relevant Sub-contractor shall, be liable for and indemnify and keep indemnified the Buyer and any Third Party Employer against any failure to meet all remuneration, benefits, entitlements and outgoings for the Third Party Employees, and any other person who is or will be employed or engaged by the Supplier or any Sub-contractor in connection with the provision of the Services, including without limitation, all wages, holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions, pension contributions, termination costs, and otherwise from and including the effective date.

The Supplier shall immediately on request by the Buyer and/or the Third Party Employer provide details of any measures that the Supplier or any Sub-Contractor of the Supplier envisages it will take in relation to any Third Party Employees, including any proposed changes to terms and conditions of employment. If there are no measures, the Supplier will give confirmation of that fact, and shall indemnify and keep indemnified the Buyer and any Third Party Employer against all Employment Liabilities resulting from any failure by it to comply with this obligation.

The Supplier shall and shall procure that each and every Sub-contractor shall in accordance with TUPE recognise the trade unions representing the Third Party Employees after the transfer to the same extent as they were recognised by the relevant Third Party Employer before the effective date.

The Supplier shall ensure that any Sub-contract entered into pursuant to this contract contains equivalent provisions to those set out in this Schedule 6 (Staff Transfer).

Notwithstanding any other provisions of this Schedule, where in this Schedule the Buyer accepts an obligation to procure that a Third Party Employer does or does not do something, such obligation shall be limited so that it extends only to the extent that the Buye’s contract with the Third Party Employer contains a contractual right in that regard which the Buyer may enforce, or otherwise so that it requires only that the Buyer must use reasonable endeavours to procure that the Third Party Employer does or does not act accordingly.

3. Employment exit provisions

This contract envisages that subsequent to its commencement, the identity of the provider of the Services (or any part of the Services) may change (whether as a result of termination of this contract or otherwise) resulting in a transfer of the Services in whole or in part (“Subsequent Transfer”).

Where a Subsequent Transfer constitutes a Relevant Transfer then the Buyer or Replacement Supplier will inherit liabilities in respect of the Relevant Employees with effect from the relevant service transfer date.

The Supplier shall and shall procure that any Sub-contractor shall:

• on request from the Buyer on a date not more than twelve (12) months immediately preceding the expiry of the contract and/or any review date;

• on receiving notice of termination of this contract (on whatever grounds and in whatever circumstances) or otherwise; and/or

• at such times as required by TUPE,

provide promptly (and in any event within twenty one (21) days of request) and at no cost to the Buyer, in respect of any person engaged or employed by the Supplier or any Sub-contractor in the provision of the Services, the Supplier’s Provisional Staff List and the Staffing Information together with any additional information required by the Buyer (notwithstanding this may be beyond the information required to be provided under TUPE), including information as to the application of TUPE to the employees. The Supplier shall notify the Buyer, within ten (10) days of the event (and in any event before the service transfer date), of any material changes to the information supplied, discovery of further relevant information or on receipt of a request for or clarification or amplification by the Buyer.

At least twenty eight (28) days prior to the service transfer date (or at such other times as required by TUPE), the Supplier shall and shall procure that any Sub-contractor shall prepare and provide to the Buyer and/or, at the direction of the Buyer, to the Replacement Supplier, the Supplier’s Final Staff List, which shall be complete and accurate in all material respects. The Supplier’s Final Staff List shall identify which of the Supplier’s and Sub-contractor’s staff/personnel named are Relevant Employees.

The Buyer shall be permitted to use and disclose the Supplier’s Provisional Staff List, the Supplier’s Final Staff List and the Staffing Information for informing any tenderer or other prospective Replacement Supplier for any services that are substantially the same type of services as (or any part of) the Services.

The Supplier warrants to the Buyer and the Replacement Supplier that the Supplier’s Provisional Staff List, the Supplier’s Final Staff List, the Employee Liability Information and the Staffing Information (the “TUPE Information”) will be true and accurate in all material respects and that no persons are employed or engaged in the provision of the Services other than those included on the Supplier’s Final Staff List.

The Supplier shall and shall procure that any Sub-contractor shall ensure at all times that it has the right to provide the TUPE Information under Data Protection Legislation.

The Buyer regards compliance with this paragraph 3 as fundamental to this contract. In particular, failure to comply with paragraphs 3.3 and 3.4 in respect of the provision of accurate information about the Relevant Employees shall entitle the Buyer to suspend payment of the charges until such information is provided. The maximum sum that may be retained under this paragraph 3.8 shall not exceed an amount equivalent to the charges that would be payable in the three (3) month period following the Supplier’s failure to comply with paragraph(s) 3.3 or 3.4 as the case may be.

Any change to the TUPE Information which would increase the total employment costs of the staff/personnel in the six (6) months prior to expiry or termination of this contract shall not (so far as reasonably practicable) take place without the Buyer’s prior written consent, unless such changes are required by Law. The Supplier shall and shall procure that any Sub-contractor shall supply to the Buyer full particulars of such proposed changes and the Buyer shall be afforded reasonable time to consider them.

In the six (6) months prior to expiry or termination of this contract or from the date of service of a termination notice of this contract (whichever is the longer), the Supplier shall not and shall procure that any Sub-contractor shall not materially increase or decrease the total number of staff/personnel listed on the Supplier’s Provisional Staff List, their remuneration, or make any other change in the terms and conditions of those employees or transfer or remove from the performance of the Services any supervisory or managerial staff/personnel without the Buyer’s prior written consent, such consent not to be unreasonably withheld or delayed.

The Supplier shall indemnify and keep indemnified in full the Buyer and each and every Replacement Supplier against all Employment Liabilities arising from or connected with:

• any person who is or has been employed or engaged by the Supplier or any Sub-contractor in connection with the provision of any of the Services;

• any trade union or staff association or employee representative (where such claim arises as a result of any act, fault or omission of the Supplier and/or any Sub-contractor);

• any failure by the Supplier and/or any Sub-contractor to comply with any legal obligation, whether under regulation 13 or 14 of TUPE or any award of compensation under regulation 15 of TUPE, under the Acquired Rights Directive or otherwise and, whether any such claim arises or has its origin before or after the service transfer date.

• any failure by the Supplier or any Sub-contractor to supply or delay in supplying the Staffing Information, the Supplier’s Provisional Staff List, the Supplier’s Final Staff List and the Employee Liability Information and any other information herein required (or inaccuracy or incompleteness of the same) or to inform and consult in accordance with TUPE;

• any failure on the part of the Supplier or any Sub-contractor to provide the Relevant Employees with any benefit of any nature including any pension provision or failure to make all due payments to the Relevant Employees or applicable pension fund;

• any failure or omission of any legal or statutory obligation on the Supplier;

• any claim by any Relevant Employee arising out of any personal injury or injury at work of whatever nature prior to the termination of this contract; and

• any other obligations of or arising under this contract,

whether any such claim arises on or after the service transfer date if it has its origins before such date.

The Parties shall co-operate to ensure that any requirement to inform and consult with the employees and or employee representatives in relation to any Relevant Transfer as a consequence of a Subsequent Transfer will be fulfilled.

The Parties agree that the contracts (Rights of Third Parties) Act 1999 shall apply to paragraphs 3.2 to 3.12, to the extent necessary to ensure that any Replacement Supplier shall have the right to enforce the obligations owed to, and indemnities given to, the Replacement Supplier by the Supplier or the Buyer in its own right under section 1(1) of the contracts (Rights of Third Parties) Act 1999.

Notwithstanding paragraph 3.13, it is expressly agreed that the Parties may by agreement rescind or vary any terms of this contract without the consent of any other person who has the right to enforce its terms or the term in question despite that such rescission or variation may extinguish or alter that person’s entitlement under that right.

Appendix 1 - List of Third Party employees

The anonymised list of Third Party Employees anticipated to be in scope to TUPE transfer to the Supplier on the start date (as at the date of entering into this contract).  An anonymised list of Third Part Employees must be provided if TUPE applies.

Schedule 7- Scottish Law

When you should use this Schedule

• This Schedule 7 may be included to adapt the core terms of the contract so that this contract is under Scottish Law.

• This Schedule applies only where the Procurement Order is raised in Scotland and is below threshold to which Scottish procurement law applies.

Changes to the core terms of the contract

• Clause 5 (Pricing and Payments):

  • Clause 5.3: The Clause shall be deleted and replaced with “The Buyer must pay the Supplier the charges within thirty (30) days of receipt by the Buyer of a valid, undisputed invoice, in cleared funds using the payment method and details stated in the invoice or in the Procurement Order.”.
  • Clauses 5.4.1 and 5.9: Each Clause shall be deleted and replaced with “Not used”.
  • Clause 5.7: The Clause shall be deleted and replaced with “The Supplier must ensure that all Subcontractors are paid, in full, within thirty (30) days of receipt of a valid, undisputed invoice. If this does not happen, the Buyer can publish the details of the late payment or non-payment.”.

• Clause 7.12 (Record keeping and reporting): The Clause shall be deleted and replaced with “Not used”.

• Clause 10 (Rights and protection):

  • Clause 10.1.6: “and” shall be deleted.
  • Clause 10.1.7: the full stop shall be deleted and “; and” shall be added after “Event”.
  • A new Clause 10.1.8 shall be added as follows: “neither it nor, to the best of its knowledge the Supplier Staff, have committed a Prohibited Act prior to the start date or been subject to an investigation relating to a Prohibited Act.”.
  • Clause 10.5: “All third party warranties and indemnities covering the deliverables must be assigned for the Buyer’s benefit by the Supplier for free.” shall be replaced by “The Supplier must enter into assignation of all third party warranties and covering the deliverables for the Buyer’s benefit for free.”.

• Clause 21 (Other people’s rights in the contract): Clause 21.1 shall be amended as follows: “contracts (Rights of Third Parties) Act (“CRTPA”)” shall be replaced by “contract (Third Party Rights) (Scotland) Act 2017 (“CTPRSA”)” and references to “CRTPA” shall be replaced by “CTPRSA”.

  • Clause 21.2: References to “CRTPA” shall be replaced by “CTPRSA”.

• Clause 25 (Transferring responsibilities):

  • Clause 25.1: “The Supplier cannot assign, novate or in any other way dispose of this contract or any part of it without the Buyer’s written consent.” shall be replaced by “The Supplier cannot enter into assignation, novation or any other way of disposition of this contract or any part of it without the Buyer’s written consent.”.
  • Clause 25.2: “The Buyer can assign, novate or transfer its contract or any part of it to any Crown Body, public or private sector body which performs the functions of the Buyer.” shall be replaced by “The Buyer can enter into assignation, novation or transfer its contract or any part of it to any Crown Body, public or private sector body which performs the functions of the Buyer.”.

• Clause 28 (How to communicate about the contract):

  • Clause 28.1: The Clause shall be deleted and replaced with: “All notices under this contract must be in writing and are considered effective on the working day of delivery as long as they’re delivered before 5:00pm on a working day. Otherwise the notice is effective on the next working day. An email is effective at 9:00am on the first working day after sending unless an error message is received.”.
  • Clause 28.2: The Clause shall be deleted and replaced with: “Not used”.

Clause 34(Conflict of interest): The Clause shall be deleted in its entirety and replaced with: 31.  Conflict of Interest

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

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

• The Buyer will consider whether there are any appropriate measures that can be put in place to remedy an actual, perceived or potential Conflict of Interest. If, in the reasonable opinion of the Buyer, such measures do not or will not resolve an actual or potential Conflict of Interest, the Buyer may terminate its contract immediately by giving notice in writing to the Supplier where there is or may be an actual or potential Conflict of Interest and Clauses 12.5.2 to 12.5.8 shall apply.”

• Clause 37 (Resolving disputes):

  • Clause 37.2: Add the following wording: “The governing law and jurisdiction provisions of CEDR’s Model Mediation Agreement shall be deemed to be amended to refer to the laws of Scotland and the Court of Session.”.
  • Clause 37.3: The term “Courts of England and Wales” shall be amended to read “Court of Session”.
  • Clause 37.4 (Conduct of Arbitration):
    • The words “under the London Court of International Arbitration rules current at the time of the Dispute” shall be deleted.
    • The seat or legal place of the arbitration shall be amended so that it takes place in “Edinburgh” as opposed to “London”.
    • Add the following wording “The arbitration shall be conducted in accordance with the Arbitration (Scotland) Act 2010 subject to disapplication in whole or in part of any of the default rules of the Scottish Arbitration Rules comprising Schedule 1 to that Act as the Parties may agree.”.

• Clause 38 (Which law applies) – the words “English Law” shall be replaced by “the Law of Scotland”.

Changes to the definitions

Clause 1 (Definitions used in the contract) shall be amended as follows:

• The definition of “Conflict of Interest” shall be replaced with “a conflict between the financial or personal duties of the Supplier or the Supplier Staff and the duties owed to the Buyer under this contract, in the reasonable opinion of the Buyer;”.

• The definition of FOIA shall be amended to add, after “the Freedom of Information Act 2000” the words “or the Freedom of Information (Scotland) Act 2002”.

• Part (d) of the definition of “Insolvency Event” will be deleted and replaced with “that person has been served with a charge for payment which has expired, and a creditor has been granted an attachment order by a court, which is executed in relation to the property of that person, or such other process is enforced or pursued against the whole or any part of that person’s property”.

• A new defined term “Regulations” shall be added after the definition of “Rectification Plan” with the following definition: “the Public contracts (Scotland) Regulations 2015;”.

The definition of “Transparency Information” shall be deleted and replaced with the following wording:

• any information permitted or required to be published by the Regulations or Scottish Procurement Policy Notes, subject to any exemptions set out in the Regulations or Scottish Procurement Policy Notes (as applicable) which shall be determined by the Buyer taking into account Schedule 5 (Commercially Sensitive Information)

• any information about this contract, including the content of this contract requested and required to be disclosed under FOIA or the EIRs, and any changes to this contract agreed from time to time, subject to any relevant exemptions, which shall be determined by the Buyer taking into account Schedule 5 (Commercially Sensitive Information); and

• any information which is published in accordance with guidance issued by the Scottish Ministers, from time to time

• In the definition of “working day” the words “or public holiday in England and Wales” shall be replaced by “when banks in Edinburgh are open for business”.

Changes to Schedules

Schedule 6 (Staff Transfers), Paragraph 3.13: references to “contracts (Rights of Third Parties) Act” shall be replaced by “contract (Third Party Rights) (Scotland) Act 2017” and references to “CRTPA” shall be replaced by “CTPRSA”.

Schedule 8 - Northern Ireland Law

When you should use this Schedule

• This Schedule 8 may be included to adapt the core terms of the contract so that this contract is under Northern Ireland Law.

• This Schedule applies only where the Procurement Order is raised in Northern Ireland and is below threshold to which Northern Ireland procurement law applies.

Changes to the core terms of the contract

• Clause 29 (Equality diversity and human rights):

  • Clause 30.1.1: substitute the following wording: “protections against discrimination on the grounds of race, sex, gender reassignment, religion or belief, religious belief or political opinion, disability, sexual orientation, pregnancy, maternity, age or otherwise; and”.

  • Clause 30.2: substitute the following wording: “The Supplier must use all reasonable endeavours, and inform the Buyer of the steps taken, to prevent anything that is considered to be unlawful discrimination by any court or tribunal, or the Northern Ireland Human Rights Commission (or any successor organisation) when working on this contract.”.

• Clause 37 (Resolving disputes):

  • Clause 37.2: substitute the following wording: “If the Parties cannot resolve the Dispute via commercial negotiation, they can attempt to settle it by mediation using the Dispute Resolution Service (DRS) (administered by the Law Society of Northern Ireland) Code of Practice current at the time of the Dispute. If the Parties cannot agree on a mediator, the mediator will be nominated by DRS.  If either Party does not wish to use, or continue to use mediation, or mediation does not resolve the Dispute, the Dispute must be resolved using Clauses 37.3 to 37.5”.

  • Clause 37.3: the term “courts of England and Wales” shall be amended to read “courts of Northern Ireland”.

  • Clause 37.4: the seat or legal place of the arbitration shall be amended, so that it takes place in Belfast as opposed to London.

  • Clause 38 (Which law applies): the term “English law” shall be replaced with “the law of Northern Ireland”.

Changes to the definitions

• Clause 1 (Definitions used in the contract) shall be amended as follows:

  • “Prescribed Person” substitute the following wording “a list of prescribed persons to which a whistleblower may make a disclosure is contained within Appendix 1 to the Guide to the Public Interest Disclosure (Northern Ireland) Order 1998;”.

  • “working day”: reference to “England and Wales” replaced by “Northern Ireland”.

Changes to Schedules

• Schedule 6 (Staff Transfers):

  • Definitions: “Employment Liabilities”: - Include the words: “religious belief or political opinion” after the words “religion or belief”. - The words “including any investigation by the Equality and Human Rights Commission or other enforcement, regulatory or supervisory body” shall be replaced with “any investigation by the Northern Ireland Human Rights Commission or other enforcement, regulatory or supervisory body”.