022. CPA4 SEETEC MWA Order Form and Annexes 1 and 2 Redacted FINAL

8/3/2019 022. CPA4 SEETEC MWA Order Form and Annexes 1 and 2 Redacted FINAL

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ORDER FORM

Mandatory Work Activity

This Order Form is issued subject to the provisions of the framework agreemententered into between the Secretary of State for Work and Pensions and the PrimeContractor on 20 January 2011 (the Framework Agreement). The Prime

Contractor agrees to supply the services specified below on and subject to the termsof this Contract. For the avoidance of doubt, the Contract consists of:-

(a) the terms set out in this Order Form;

(b) the Mandatory Work Activity Call-Off Terms and Conditions together withthe appendices thereto (being in the form set out at Annex 1 of this OrderForm) (the Mandatory Work Activity Call-Off Terms and Conditions);

(c) the Mandatory Work Activity Specification (being in the form set out atAppendix 11 of the Mandatory Work Activity Call-Off Terms andConditions);

(d) the Prime Contractors tender response (being in the form set out atAppendix 13 of the Mandatory Work Activity Call-Off Terms andConditions); and

(e) the Contractor Guidance (as more particularly described in the MandatoryWork Activity Call-Off Terms and Conditions).

Order Number 01/04MWA

Date 3 May 2011

FROM

ContractingBody

The Secretary of State for Work and Pensions (theContracting Body)

Service AddressCaxton House

Tothill StreetGreater LondonSW1H 9NA

ContactReference

Redacted

TO

PimeContractor:

Seetec (the Prime Contractor)

For the attentionRedacted


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of:

E-mail

Telephonenumber

AddressRedacted

GUARANTEE

Guarantee to beprovided

NO

1. TERM

(1.1) Commencement Date

16 May 2011

(1.2) Expiry Date

Referrals under the Contract will be made up until 31 March 2015. After this datethere will be a further four (4) week period for the Prime Contractor to carry out itsservice delivery obligations.

Mandatory Work Activity Contracts will have a common end date of 1 April 2015.

(1.3) Implementation Commencement Date

12 April 2011

(1.4) Extension Period

Not applicable

2. SERVICES REQUIREMENTS

(2.1) Services required

The provision of employment related support services. Details on the specification ofthe Services are set out in the Mandatory Work Activity Specification (set out atAppendix 11 of the Mandatory Work Activity Call-Off Terms and Conditions).

(2.2) Framework Lot under which the above Services are being supplied

Lot 4


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(2.3) Contract Package Area in respect of which the above Services are beingsupplied

Contract Package Area 4 East of England

(2.4) PremisesN/A

3. PRICE AND PAYMENT

(3.1) Fees (exclusive of any applicable VAT) and payment profile

Set out in Appendix 5 (Payment Profile) of the Mandatory Work Activity Call-OffTerms and Conditions

(3.2) Payment

Set out in Clause 3.1 (Fees and Payment), Appendix 4 (Payment Requirements) andAppendix 5 (Payment Profile) of the Mandatory Work Activity Call-Off Terms andConditions

4. CONFIDENTIAL INFORMATION

(4.1) The following information shall be deemed Commercially Sensitive

Information or Confidential Information:

(a) Commercially Sensitive Information

Set out in Appendix 12 (Commercially Sensitive Information) of the Mandatory WorkActivity Call-Off Terms and Conditions

(b) Confidential Information

None identified by Prime Contractor

(4.2) Duration that the information shall be deemed Commercially SensitiveInformation or Confidential Information:

a) Commercially Sensitive InformationSet out in Appendix 12 (Commercially Sensitive Information) of the Mandatory WorkActivity Call-Off Terms and Conditions

(b) Confidential Information

None identified by Prime Contractor

5. MANDATORY WORK ACTIVITY ALTERNATIVE AND/OR ADDITIONALREQUIREMENTS

(5.1) Supplemental requirements in addition to and variations to the StandardCall-Off Terms and Conditions (as set out in Schedule 4 of the FrameworkAgreement)


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Set out at Annex 2 of this Order Form

BY SIGNING AND RETURNING THIS ORDER FORM THE PRIME CONTRACTORAGREES to enter a legally binding contract with the Contracting Body to provide the

Services. The Prime Contractor and the Contracting Body hereby acknowledge andagree that they have read the Mandatory Work Activity Call-Off Terms andConditions and this Order Form and by signing below agree to be bound by theterms of this Contract.

For and on behalf of the Prime Contractor:-

Name and Title

Signature

Date

For and on behalf of the Contracting Body:-

Name and Title

Signature

Date


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ANNEX 1

MANDATORY WORK ACTIVITY CALL-OFF TERMS AND CONDITIONS

1. General Provisions

1.1 Definitions

1.2 Interpretation

1.3 Contract Period

1.4 Prime Contractors Status

1.5 Contracting Bodys Obligations

1.6 Entire Agreement

1.7 Notices

1.8 Mistakes in Information

1.9 Conflicts of Interest

1.10 Prevention of Fraud

1.11 Guarantee

2. Supply of Services

2.1 The Services

2.2 Volumes

2.3 Provision and Removal of Equipment

2.4 Manner of Carrying Out the Services

2.5 Prime Contractors Staff

2.6 Inspection of Premises

2.7 Licence to occupy Contracting Body Premises

2.8 Property

2.9 Offers of Employment

2.10 Monitoring of Prime Contractor Performance

3. Payment and Fees

3.1 Fees

3.2 Payment and VAT


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3.3 Recovery of Sums Due

3.4 Euro

3.5 Grossing Up

4. Statutory Obligations and Regulations

4.1 Prevention of Corruption

4.2 Non-Discrimination

4.3 TUPE Compliance (General) and Employment Matters

4.4 Employee Provisions on Expiry or Termination

4.5 The Contracts (Rights of Third Parties) Act 1999

4.6 Environmental Requirements

4.7 Health and Safety

5. Protection of Information

5.1 Contracting Body Data

5.2 Data Protection Act

5.3 Official Secrets Acts 1911 to 1989, Section 182 of the Finance Act 1989

5.4 Confidential Information

5.5 Freedom of Information

5.6 Publicity, Visits, Media and Official Enquiries

5.7 European Social Fund and Other Funding

5.8 Security of Premises

5.9 Security Requirements and Plan

5.10 Malicious Software

5.11 Intellectual Property Rights

5.12 Provision of Management Information

5.13 Records and Audit Access

6. Control of the Contract

6.1 Transfer and Sub-Contracting


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6.2 Waiver

6.3 Change Control

6.4 Severability

6.5 Remedies in the event of inadequate performance

6.6 Cumulative Remedies

6.7 Extension of Initial Contract Period

6.8 Future Services

7. Liabilities

7.1 Liability, Indemnity and Insurance

7.2 Taxation, National Insurance and Employment Liability

7.3 Warranties and Representations

8. Default, Disruption and Termination

8.1 Termination on insolvency and change of control

8.2 Termination on Default

8.3 Break

8.4 Framework Agreement

8.5 Consequences of Expiry or Termination

8.6 Disruption

8.7 Recovery upon Termination

8.8 Force Majeure

9. Disputes and Law

9.1 Governing Law and Jurisdiction

9.2 Dispute Resolution

Appendix 1 Guarantee

Appendix 2 Security Requirements and Plan

Appendix 3 Monitoring Requirements


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Appendix 4 Payment Requirements

Appendix 5 Payment Profile

Appendix 6 Diversity and Equality Requirements

Appendix 7 Welsh Language Scheme

Appendix 8 Information Requirements

Appendix 9 Sustainable Development Requirements

Appendix 10 Apprenticeships and Skills Requirements

Appendix 11 MWA Specification

Appendix 12 Commercially Sensitive Information

Appendix 13 Tender Form

Appendix 14 Contract Performance

Appendix 15 Future Services


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1. GENERAL PROVISIONS

1.1 Definitions

In the Contract unless the context otherwise requires the following provisions

shall have the meanings given to them below:-

Affiliate means, in relation to a body corporate, anyother entity which directly or indirectly Controls,is Controlled by, or is under direct or indirectcommon Control with, that body corporate fromtime to time

Allotted Time means four weeks from and including the datethe Customer starts an MWA placement

"Approval" and

"Approved"

means the prior written consent of the

Contracting Body

"Auditor" means the National Audit Office or an auditorappointed by the Audit Commission as thecontext requires or any internal auditor or anyother body appointed by the Contracting Bodyfrom time to time

Breach of Security means the occurrence of unauthorised accessto or use of the Premises, the Services, thePrime Contractor System or any informationand communications technology or data(including the Contracting Body Data) used bythe Contracting Body or the Prime Contractorin connection with the Contract

Change Control Notice means the notice referred to in Clause 6.3(Change Control)

"Commencement Date" means the date set out in the Order Form

"Commercially SensitiveInformation"

means the information (i) listed in the OrderForm; or (ii) notified to the Contracting Body inwriting including in Appendix 12 (prior to thecommencement of the Contract) which hasbeen clearly marked as Commercially SensitiveInformation comprised of information:-

(a) which is provided in writing by thePrime Contractor to the ContractingBody in confidence for the period setout in the Order Form or thenotification; and/or

(b) that constitutes a trade secret

Completer means a Customer who has reached the endof the Allotted Time


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"Confidential Information" means:-

(a) any information, which has beendesignated as confidential by eitherParty in writing or that oughtreasonably to be considered asconfidential however it is conveyed,

including information that relates to thebusiness, affairs, developments, tradesecrets, know-how, personnel andsuppliers of the Prime Contractor,including IPRs, together with allinformation derived from the above,and any other information clearlydesignated as being confidential(whether or not it is marked as"confidential") or which oughtreasonably to be considered to beconfidential; and

(b) all personal data and sensitivepersonal data within the meaning ofthe DPA; and

and does not include any information:-

(i) which was public knowledge at thetime of disclosure (otherwise than bybreach of Clause 5.4 (ConfidentialInformation);

(ii) which was in the possession of thereceiving Party, without restriction asto its disclosure, before receiving itfrom the disclosing Party;

(iii) which is received from a third party(who lawfully acquired it) withoutrestriction as to its disclosure; or

(iv) is independently developed withoutaccess to the Confidential Information

and does not include any the Contract inaccordance with Clause 5.4.9

"Contract" means the written agreement between theContracting Body and the Prime Contractorconsisting of:-

(a) the Order Form;

(b) the Specification;

(c) the Tender;

(d) the Contractor Guidance; and


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(e) these clauses and the appendicessave that, for the purposes of Clause1.6.4 only, reference to 'Contract' shallnot include the Order Form, theSpecification, the Tender, or theContractor Guidance

"Contract Period" means the period as described in Clause 1.3(Contract Period)

"Contracting Authority" means any contracting authority as defined inRegulation 3 of the Public ContractsRegulations 2006 (as amended) other than theContracting Body

"Contracting Body" means the customer(s) identified in the OrderForm

Contracting Body Data

(a) the data, text, drawings, diagrams, imagesor sounds (together with any databasemade up of any of these) which areembodied in any electronic, magnetic,optical or tangible media, and which are:

(i) supplied to the Prime Contractor byor on behalf of the ContractingBody; or

(ii) which the Prime Contractor isrequired to generate, process, storeor transmit pursuant to the

Contract; or

(b) any Personal Data for which theContracting Body is the Data Controller

"Contracting BodyPremises"

means premises owned, controlled or occupiedby the Contracting Body which are madeavailable for use by the Prime Contractor or itsSub-contractors for provision of the Services(or any of them) on the terms set out in theContract or any separate agreement or licence

Contracting BodySoftware means software which is owned by or licensedto the Contracting Body, including softwarewhich is or will be used by the Prime Contractorfor the purposes of providing the Services butexcluding the Prime Contractor Software

Contracting BodySystem

means the Contracting Bodys computingenvironment (consisting of hardware, softwareand/or telecommunications networks orequipment) used by the Contracting Body orthe Prime Contractor in connection with theContract which is owned by or licensed to the

Contracting Body by a third party and whichinterfaces with the Prime Contractor System orwhich is necessary for the Contracting Body to


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receive the Services

Contractor Guidance means the instructions and recommendedpractices, including any instructions of anoperational nature, and/or relating toSustainable Development and promotion ofrace equality and non-discrimination, copies of

which have been provided by the ContractingBody to the Prime Contractor prior to theCommencement Date, and any otherinstructions and recommended practicesnotified by the Contracting Body to the PrimeContractor from time to time

Control means that a person possesses, directly orindirectly, the power to direct or cause thedirection of the management and policies of theother person (whether through the ownershipof voting shares, by contract or otherwise) and"Controls" and "Controlled" shall be interpretedaccordingly

"Crown" means the government of the United Kingdom(including the Northern Ireland Assembly andExecutive Committee, the Scottish Executiveand the National Assembly for Wales),including, but not limited to, governmentministers and government departments andparticular bodies, persons, commissions oragencies from time to time carrying out

functions on its behalf and Crown Body shallbe construed accordingly

Customers means the customers of the Contracting Bodywho are directly in receipt of the Services

"Default" means any breach of the obligations of therelevant Party (including but not limited tofundamental breach or breach of afundamental term) or any other default, act,omission, negligence or negligent statement ofthe relevant Party or the Staff in connection

with or in relation to the subject-matter of theContract and in respect of which such Party isliable to the other

"Deliverables" means an item, feature or service associatedwith the provision of the Services or a change inthe provision of the Services which is required tobe delivered by the Prime Contractor at anystage during the performance of the Contract

Directive means the European Directive 2001/23/EC asamended

"DPA" means the Data Protection Act 1998 and anysubordinate legislation made under such Actfrom time to time together with any guidance


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and/or codes of practice issued by theInformation Commissioner or relevantgovernment department in relation to suchlegislation

DWP Off shoring Policy means the Contracting Bodys policy andprocedures as advised to the Prime Contractor

from time to time

Engagement Activity means the initial contact between theCustomer and the Prime Contractor which shallhave been communicated to the Customer inwriting prior to the MWA Placement Start Date

"EnvironmentalInformation Regulations"

means the Environmental InformationRegulations 2004 together with any guidanceand/or codes of practice issued by theInformation Commissioner or relevantgovernment department in relation to suchregulations

"Equipment" means the Prime Contractor's equipment,plant, materials and such other items suppliedand used by the Prime Contractor in theperformance of its obligations under theContract

Euro Compliant means that the relevant software and firmwareis capable of performing all functions in Sterlingand Euros; of complying with all legalrequirements now or hereafter (at the time ofsuch requirements becoming law) applicable tothe Euro including the rules on conversion androunding set out in EC Regulation number1103/97 (as amended); and of displaying andprinting and will (at the time of the enactment oflaw requiring it to be the case) incorporate in allrelevant screen layouts all symbols and codesadopted by any government or any otherEuropean Union body or other regulatoryauthority in relation to the Euro

Fees means the price (exclusive of any applicableVAT), payable to the Prime Contractor by theContracting Body under the Contract, as setout in the Order Form, for the full and properperformance by the Prime Contractor of itsobligations under the Contract

"Fees Regulations" means the Freedom of Information and DataProtection (Appropriate Limit and Fees)Regulations 2004

"FOIA" means the Freedom of Information Act 2000

and any subordinate legislation made underthis Act from time to time, together with anyguidance and/or codes of practice issued bythe Information Commissioner or relevant


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government department in relation to suchlegislation

"Force Majeure" means any event or occurrence which isoutside the reasonable control of the Partyconcerned and which is not attributable to anyact or failure to take preventative action by that

Party, including fire; flood; violent storm;pestilence; explosion; malicious damage;armed conflict; acts of terrorism; nuclear,biological or chemical warfare; or any otherdisaster, natural or man-made, but excluding:-

(a) any industrial action occurring withinthe Prime Contractor's or any Sub-contractor's organisation; or

(b) the failure by any Sub-contractor toperform its obligations under any Sub-contract unless the Sub-contractor isitself affected by an event of ForceMajeure

"Framework Agreement" means the framework agreement for theprovision of employment related supportservices between the Secretary of State forWork and Pensions and the Prime Contractordated 20 January 2011

"Fraud" means any offence under Laws creatingoffences in respect of fraudulent acts or atcommon law in respect of fraudulent acts inrelation to the Contract or defrauding orattempting to defraud or conspiring to defraudthe Crown

Guarantee means the deed of guarantee in favour of theContracting Body entered into by the Guarantoron or about the date of the Contract (which issubstantially in the form set out in Appendix 1(Guarantee) or such similar or analogous formacceptable to the Contracting Body from time

to time)

Guarantor means the guarantor identified in the OrderForm

"Good Industry Practice" means standards, practices, methods andprocedures conforming to the Law and thedegree of skill and care, diligence, prudenceand foresight which would reasonably andordinarily be expected from a skilled andexperienced person or body engaged in asimilar type of undertaking under the same or

similar circumstances

ICT Environment means the Contracting Body System and the


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Prime Contractor System

Incumbent Contractor means any contractor providing any servicewhich constitutes or which will constitute part ofthe Services immediately before the TransferDate

"Information" has the meaning given under Section 84 of theFOIA

"Initial Contract Period" means the period from the CommencementDate to the date of expiry set out in the OrderForm, or such earlier date of termination orpartial termination of the agreement inaccordance with the provisions of the Contract

"Intellectual PropertyRights" and "IPRs"

means patents, inventions, trade marks,service marks, logos, design rights (whetherregisterable or otherwise), applications for any

of the foregoing, copyright, database rights,domain names, trade or business names,moral rights and other similar rights orobligations whether registerable or not in anycountry (including but not limited to the UnitedKingdom) and the right to sue for passing off

JSA means Job Seekers Allowance

JCP means Jobcentre Plus, an Executive Agency ofthe Contracting Body

Landed Resources means when the Prime Contractor (or any of itsSub-contractors) cause foreign nationals to bebrought to the United Kingdom, to provide theServices

"Law" means any applicable Act of Parliament,subordinate legislation within the meaning ofSection 21(1) of the Interpretation Act 1978,exercise of the royal prerogative, enforceablecommunity right within the meaning of Section2 of the European Communities Act 1972,

regulatory policy, guidance or industry code, judgment of a relevant court of law, ordirectives or requirements of any RegulatoryBody of which the Prime Contractor is bound tocomply

MWA means Mandatory Work Activity a provisionwhereby customers in receipt of JSA arereferred to the Prime Contractor by JCPPersonal Advisors to complete not less thanthirty (30) hours of work related activity overnot less than a four (4) week period

MWA Placement StartDate

means the date recorded by the PrimeContractor as the date the Customer starts theMWA placement and recorded on the


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Contracting Bodys PRaP system or such otherinformation technology or clerical systemprescribed by the Contracting Body

Malicious Software means any software program or code intendedto destroy, interfere with, corrupt, or causeundesired effects on program files, data or other

information, executable code or applicationsoftware macros, whether or not its operation isimmediate or delayed, and whether themalicious software is introduced wilfully,negligently or without knowledge of its existence

Management Information means the information specified in Appendix 8(Information Requirements) and any otherinformation which may come into itspossession or otherwise come to theContracting Bodys attention during theContract Period which may be beneficial toand/or assist the Contracting Body

Merlin Standard means the standard in respect of supply chainmanagement as detailed in the Specification

"Month" means calendar month

"Order Form" means the order submitted to the PrimeContractor by the Contracting Body inaccordance with the Framework Agreementwhich sets out the description of the Servicesto be supplied including, where appropriate, thePremises, the timeframe, the Deliverables andthe Quality Standards

Original Public SectorEmployee

means a former employee of the Crown orother public sector body who as a result of theapplication of Transfer of Undertakings(Protection of Employment) Regulations 1981or of the TUPE Regulations, in relation to whatwas done for the purposes of carrying out acontract for the provision of services whichwere the equivalent of or similar to the

Services, becomes or became an employee ofsomeone other than the Crown or other publicsector body

"Parent Company" means any company which is the ultimateHolding Company of the Prime Contractor orany other company of which the ultimateHolding Company of the Prime Contractor isalso the ultimate Holding Company and whichis either responsible directly or indirectly for thebusiness activities of the Prime Contractor orwhich is engaged by the same or similar

business to the Prime Contractor. The term"Holding Company" shall have the meaningascribed in Section 1159 of the Companies Act


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2006 or any statutory re-enactment oramendment thereto

"Party" means the Prime Contractor or the ContractingBody as the context so admits

PRaP means the Provider Referral and Payment

system

"Pre-Existing IPR" means any Intellectual Property Rights vestedin or licensed to the Contracting Body or thePrime Contractor prior to or independently ofthe performance by the Contracting Body orthe Prime Contractor of their obligations underthe Contract and in respect of the ContractingBody includes software, guidance,specifications, instructions, toolkits, plans, data,drawings, databases, patents, patterns, models

and designs"Premises" means the location where the Services are to

be supplied, as set out in the Order Form or asfurther detailed in the Specification

"Prime Contractor"means the person, firm or company with whomthe Contracting Body enters into the Contractas identified in the Order Form

Prime ContractorsGroup

means the Prime Contractor, its ultimateholding company and all subsidiaries of its

ultimate holding company, the definitions ofholding company and subsidiary being thoseset out in Section 1159 of the Companies Act2006

Prime ContractorSoftware

means software which is proprietary to thePrime Contractor, including software which isor will be used by the Prime Contractor for thepurposes of providing the Services

Prime Contractor Systemmeans any such electronic or hard copysystem/process utilised in the delivery of the

Services and that is used to transfer, disclose,receive or store Contracting Body Dataincluding, but not limited to, any web enabledsystem, database, electronic media, e-mail orhard copy system

"Project Specific IPRs"means:-

(a) IPRs in items created by the PrimeContractor (or by a third party on behalfof the Prime Contractor) specifically forthe purposes of the Contract including

any IPRs in the Deliverables and/orsoftware and all updates andamendments of these items created


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hereunder; and/or

(b) IPRs arising as a result of theperformance of the Prime Contractor'sobligations under the Contract

Provider Assurance

Team

means the team appointed by the Contracting

Body to provide assurance over risk relating tothe Prime Contractors systems and processes

"Property" means the property, other than real property,issued or made available to the PrimeContractor by the Contracting Body inconnection with the Contract

"Quality Standards" means the quality standards published by BSIBritish Standards, the National Standards Bodyof the United Kingdom, the International

Organisation for Standardisation or otherreputable or equivalent body, (and theirsuccessor bodies) that a skilled andexperienced operator in the same type ofindustry or business sector as the PrimeContractor would reasonably and ordinarily beexpected to comply with (as may be furtherdetailed in the Order Form), and any otherquality standards set out in the Order Form oras further detailed in the Specification

Referral means the date JCP records a referral to the

MWA Prime Contractor on the ContractingBodys PRaP system or such other informationor clerical system prescribed by theContracting Body

"Regulatory Bodies" means those government departments andregulatory, statutory and other entities,committees, ombudsmen and bodies which,whether under statute, rules, regulations,codes of practice or otherwise, are entitled toregulate, investigate, or influence the mattersdealt with in the Contract or any other affairs of

the Contracting Body

Relevant Conviction means a conviction that is relevant to thenature of the Services (or as listed by theContracting Body) and/or relevant to the workof the Contracting Body

Relevant Employees means the employees who are the subject of aRelevant Transfer

Relevant Transfer means a relevant transfer for the purposes ofthe TUPE Regulations

"Replacement Contractor" means any third party service providerappointed by the Contracting Body to supply


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any services which are substantially similar toany of the Services and which the ContractingBody receives in substitution for any of theServices following the expiry, termination orpartial termination of the Contract

"Request for Information" shall have the meaning set out in the FOIA or

the Environmental Information Regulations asrelevant (where the meaning set out for theterm "request" shall apply)

Security Plan means the Prime Contractors security planprepared pursuant to paragraph 3 of Appendix2 (Security Requirements and Plan)

Security Policy means the Contracting Bodys Security Policyannexed to Appendix 2 (Security Requirementsand Plan) as updated from time to time

"Services" means the employment related supportservices to be supplied as specified in theOrder Form and the Specification

Specification means the Contracting Bodys specification forthe Services as set out in Appendix 11 (MWASpecification);

"Staff" means all persons employed or engaged bythe Prime Contractor (and/or each Sub-contractor) to perform its obligations under theContract together with the Prime Contractors(and/or each Sub-contractors) servants,consultants, agents, volunteers, suppliers andsub-contractors used in the performance of itsobligations under the Contract

Staff Vetting Procedures means the Contracting Bodys procedures andpolicies for the vetting of Staff as set out in theSpecification and any other procedures andpolicies as notified by the Contracting Body tothe Prime Contractor from time to time

Start means that the Prime Contractor has confirmedthat the Customer can be provided with aplacement for the Allotted Time and that theCustomer has received the necessary healthand safety and standards of behaviourinduction and has attended the placement

Start Fee means the fee payable when the PrimeContractor records the MWA Placement StartDate on the Contracting Bodys PRaP systemor such other information technology or clericalsystem prescribed by the Contracting Body

declaring that all conditions for paymentspecified herein have been met


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Sub-contract means any contract or agreement or proposedcontract or agreement between the PrimeContractor and any third party whereby thatthird party agrees to provide to the PrimeContractor the Services or any part thereof orfacilities or services necessary for the provisionof the Services or any part thereof or

necessary for the management, direction orcontrol of the Services or any part thereof

Sub-contractor means the third party with whom the PrimeContractor enters into a Sub-contract or itsservants or agents and any third party withwhom that third party enters into a Sub-contractor its servants or agents

"Tender" means the document(s) submitted by the PrimeContractor to the Contracting Body in responseto the Contracting Body's invitation to suppliersfor formal offers to supply it with the Servicespursuant to the Framework Agreement, asincluded at Appendix 13 (Tender Form)

Third Party Software means software which is proprietary to any thirdparty which is or will be used by the PrimeContractor for the purposes of providing theServices

Transfer Date means the date the Transferring Employee istransferred to the employment of the Prime

Contractor or each Sub-contractor

Transferring Employee means an employee of an IncumbentContractor whose contract of employmentbecomes, by virtue of the application of theTUPE Regulations in relation to what is donefor the purposes of carrying out the Contract, acontract of employment with someone otherthan the Incumbent Contractor

TUPE Regulations means the Transfer of Undertakings(Protection of Employment) Regulations 2006

(as amended)

Unsupported Services means Services which may or may not havebeen supplied by the Prime Contractor forwhich the Prime Contractor is unable to verifyby the production of records required under thisContract

"VAT" means value added tax in accordance with theprovisions of the Value Added Tax Act 1994

"Working Day" means any day other than a Saturday or

Sunday or public holiday in England and Wales

1.2 Interpretation


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The interpretation and construction of the Contract shall be subject to thefollowing provisions:-

1.2.1 words importing the singular meaning include where the context soadmits the plural meaning and vice versa;

1.2.2 words importing the masculine include the feminine and the neuter;

1.2.3 reference to a clause is a reference to the whole of that clauseunless stated otherwise;

1.2.4 references to any statute, enactment, order, regulation or othersimilar instrument shall be construed as a reference to the statute,enactment, order, regulation or instrument as amended by anysubsequent enactment, modification, order, regulation or instrumentas subsequently amended or re-enacted;

1.2.5 references to any person shall include natural persons andpartnerships, firms and other incorporated bodies and all other legal

persons of whatever kind and however constituted and theirsuccessors and permitted assigns or transferees;

1.2.6 the words "include", "includes" and "including" are to be construedas if they were immediately followed by the words "withoutlimitation"; and

1.2.7 headings are included in the Contract for ease of reference only andshall not affect the interpretation or construction of the Contract.

1.2.8 in the event and to the extent only of any conflict between theclauses and the remainder of the appendices, the clauses shallprevail over the remainder of the appendices.

1.3 Contract Period

The Contract shall take effect on the Commencement Date and shall expireautomatically on the date set out in the Order Form or if extended under Clause6.7 (Extension of Initial Contract Period) on the date of expiry of suchextension, unless it is otherwise terminated in accordance with the provisionsof the Contract, or otherwise lawfully terminated.

1.4 Prime Contractor's Status

At all times during the Contract Period the Prime Contractor shall be anindependent contractor and nothing in the Contract shall create a contract ofemployment, a relationship of agency or partnership or a joint venture betweenthe Parties and, accordingly, neither Party shall be authorised to act in thename of, or on behalf of, or otherwise bind the other Party save as expresslypermitted by the terms of the Contract.

1.5 Contracting Body's Obligations

Save as otherwise expressly provided, the obligations of the Contracting Bodyunder the Contract are obligations of the Contracting Body in its capacity as a

contracting counterparty and nothing in the Contract shall operate as anobligation upon, or in any other way fetter or constrain the Contracting Body inany other capacity, nor shall the exercise by the Contracting Body of its dutiesand powers in any other capacity lead to any liability under the Contract


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(howsoever arising) on the part of the Contracting Body to the PrimeContractor.

1.6 Entire Agreement

1.6.1 This Contract constitutes the entire agreement and understandingbetween the Parties in respect of the matters dealt with in it and

supersedes, cancels or nullifies any previous agreement betweenthe Parties in relation to such matters.

1.6.2 Each of the Parties acknowledges and agrees that in entering intothe Contract it does not rely on, and shall have no remedy in respectof, any statement, representation, warranty or undertaking (whethernegligently or innocently made) other than as expressly set out inthe Contract. The only remedy available to either Party for any suchstatements, representation, warranty or understanding shall be forbreach of contract under the terms of the Contract.

1.6.3 Nothing in Clauses 1.6.1 or 1.6.2 shall operate to exclude Fraud or

fraudulent misrepresentation.

1.6.4 In the event of and only to the extent of any conflict between theOrder Form, the clauses of the Contract, the Tender, theSpecification, the Contractor Guidance and any document referredto in the clauses of the Contract, the conflict shall be resolved inaccordance with the following order of precedence:-

(a) the Order Form;

(b) the clauses of the Contract and Appendices;

(c) the Specification;

(d) the Tender;

(e) the Contractor Guidance; and

(f) any other document referred to in the clauses of theContract.

1.6.5 The Contract may be executed in counterparts each of which whenexecuted and delivered shall constitute an original but allcounterparts together shall constitute one and the same instrument.

1.7 Notices

1.7.1 Except as otherwise expressly provided within the Contract, nonotice or other communication from one Party to the other shallhave any validity under the Contract unless made in writing by or onbehalf of the Party sending the communication.

1.7.2 Any notice or other communication which is to be given by eitherParty to the other shall be given by letter (sent by hand, post,registered post or by the recorded delivery service) or by facsimiletransmission or electronic mail. Such letters shall be addressed tothe other Party in the manner referred to in Clause 1.7.3. Providedthe relevant communication is not returned as undelivered, thenotice or communication shall be deemed to have been given two


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(2) Working Days after the day on which the letter was posted, orfour (4) hours, in the case of electronic mail or facsimiletransmission or sooner where the other Party acknowledges receiptof such letters, facsimile transmission or item of electronic mail.

1.7.3 For the purposes of Clause 1.7.2, the address of each Party shallbe:-

(a) for the Contracting Body: the address set out in the OrderForm.

(b) for the Prime Contractor: the address set out in theFramework Agreement.

1.7.4 Either Party may change its address for service by serving a noticein accordance with this Clause.

1.8 Mistakes in Information

The Prime Contractor shall be responsible for the accuracy of alldocumentation and information supplied to the Contracting Body by the PrimeContractor in connection with the supply of the Services and shall pay theContracting Body any extra costs occasioned by any discrepancies, errors oromissions therein.

1.9 Conflicts of Interest

1.9.1 The Prime Contractor shall take appropriate steps to ensure thatneither the Prime Contractor nor any Staff are placed in a positionwhere (in the reasonable opinion of the Contracting Body), there isor may be an actual conflict, or a potential conflict, between thepecuniary or personal interests of the Prime Contractor (or of anyAffiliate or of the Prime Contractors Group) or Staff and the dutiesowed to the Contracting Body under the provisions of the Contract.

1.9.2 The Prime Contractor shall promptly notify the Contracting Body(and provide full particulars to the Contracting Body) if any conflictreferred to in Clause 1.9.1 above arises or is reasonablyforeseeable.

1.9.3 The Contracting Body reserves the right to terminate the Contractimmediately by giving notice in writing to the Prime Contractorand/or to take such other steps it deems necessary where, in thereasonable opinion of the Contracting Body, there is or may be anactual conflict, or a potential conflict, between the pecuniary orpersonal interests of the Prime Contractor (or of any Affiliate or ofthe Prime Contractors Group) and the duties owed to theContracting Body under the provisions of the Contract. The actionsof the Contracting Body pursuant to this Clause shall not prejudiceor affect any right of action or remedy which shall have accrued orshall thereafter accrue to the Contracting Body.

1.9.4 This Clause shall apply during the Contract Period and for a periodof two (2) years after expiry of the Contract Period.

1.10 Prevention of Fraud


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1.10.1 The Prime Contractor shall use its best endeavours, in accordancewith Good Industry Practice, to prevent Fraud and irregularity byStaff and the Prime Contractor (including its shareholders, membersand directors) in connection with the receipt of monies from theContracting Body.

1.10.2 The Prime Contractor shall notify the Contracting Body immediately

if it has reason to suspect that any Fraud or irregularity has occurredor is occurring or is likely to occur.

1.10.3 Notwithstanding the general obligations in Clauses 1.10.1 and1.10.2, the Prime Contractor shall and shall procure that each Sub-contractor shall:

(a) have an established system that enables its staff to reportinappropriate behaviour by colleagues in respect of anyclaims for payment under the Contract;

(b) ensure that the Prime Contractors (or each Sub-contractors) performance management systems do notencourage individual staff to make false claims forpayment under the Contract;

(c) ensure a segregation of duties within the PrimeContractors (or each Sub-contractors) operationsbetween those staff directly involved in delivering theServices and those making claims for payment under theContract; and

(d) establish an audit system to provide periodic checks, at a

minimum of six (6) monthly intervals, to ensure effectiveand accurate recording and reporting of performance ofthe Services.

1.10.4 The Prime Contractor shall co-operate fully with the ContractingBody and assist it in the identification of Customers who may beunlawfully claiming state benefits. The Contracting Body may fromtime to time brief the Prime Contractor as to the co-operation andassistance it reasonably requires including the provision ofinformation regarding Fraud by Customers. On receipt of theinformation, further evidence may be collected by the ContractingBody or other government department, office or agency of Her

Majestys Government with a view to prosecution.

1.10.5 If the Prime Contractor or its Staff commits any Fraud or irregularityin relation to the Contract or any other contract with a ContractingAuthority or the Contracting Body, the Contracting Body may:-

(a) terminate the Contract and any other contract theContracting Body has with the Prime Contractor withimmediate effect by giving the Prime Contractor notice inwriting and recover from the Prime Contractor the amountof any loss suffered by the Contracting Body resulting fromthe termination including the cost reasonably incurred by

the Contracting Body of making other arrangements forthe supply of the Services and any additional expenditureincurred by the Contracting Body throughout theremainder of the Contract Period;


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(b) recover in full from the Prime Contractor any other losssustained by the Contracting Body in consequence of anybreach of this Clause 1.10, whether or not the Contracthas been terminated;

(c) where the Contracting Body finds that the PrimeContractor has deliberately submitted a false claim for

payments in relation to the Contract with the knowledge ofits senior officers, recover in full from the Prime Contractorthe amount or value of such payment; and/or

(d) without prejudice to Clause 1.10.5 (c), where theContracting Body is a Crown Body and the ContractingBody finds that the Prime Contractor has deliberatelysubmitted a false claim for payment in relation to anycontract entered into with any Crown Body (including theContracting Body) with the knowledge of its senior officers,recover in full from the Prime Contractor the amount orvalue of such payment.

1.10.6 Without prejudice to the foregoing, if the Prime Contractor or itsStaff commits any Fraud or irregularity in relation to the Contract,the Prime Contractor shall also pay the Contracting Body a sum of5,000 (five thousand pounds) in the event of a minor Fraud orirregularity, or 25,000 (twenty-five thousand pounds) in the event ofa serious Fraud or irregularity, by way of liquidated damages. TheParties confirm that these sums represent an agreed genuine pre-estimate of the loss that the Contracting Body would suffer inrespect of the cost of senior management time in dealing with theact of Fraud or irregularity and damages for loss of reputation to the

Contracting Body. For the purposes of this Clause, a minor Fraud orirregularity shall be where the total amount of invalid payments inrespect of the act of Fraud or irregularity (or a series of relatedFrauds or irregularities) is less than 25,000 (twenty-five thousandpounds). A serious Fraud or irregularity shall be any act of Fraud orirregularity (or any series of related acts of Fraud or irregularities)where the total amount of invalid payments is equal to or exceed25,000 (twenty-five thousand pounds).

1.11 Guarantee

1.11.1 Unless otherwise expressly notified by the Contracting Body, before

the Commencement Date, the Prime Contractor shall procure thatthe Guarantor shall:

(a) execute and deliver to the Contracting Body theGuarantee; and

(b) deliver to the Contracting Body a certified copy extract ofthe board minutes of the Guarantor approving theexecution of the Guarantee.

1.11.2 In the event that the Prime Contractor fails to comply with thisClause 1.11, the Contracting Body reserves the right to terminate

the Contract with immediate effect and without liability by givingnotice in writing to the Prime Contractor.

2. SUPPLY OF SERVICES


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2.1 The Services

2.1.1 The Prime Contractor shall supply the Services during the ContractPeriod in accordance with the Contracting Body's requirements asset out in the Contract in consideration for the payment of theContract Price. The Contracting Body may inspect and examine themanner in which the Prime Contractor supplies the Services at the

Premises during normal business hours on reasonable notice.

2.1.2 If the Contracting Body informs the Prime Contractor in writing thatthe Contracting Body reasonably believes that any part of theServices does not meet the requirements of the Contract or differsin any way from those requirements, and this is other than as aresult of a Default on the part of the Contracting Body, the PrimeContractor shall at its own expense re-schedule and carry out theServices in accordance with the requirements of the Contract withinsuch reasonable time as may be specified by the Contracting Body.

2.1.3 Subject to the Contracting Body providing Approval in accordancewith Clause 2.3 (Provision and Removal of Equipment), timelysupply of the Services shall be of the essence of the Contract,including in relation to commencing the supply of the Services withinthe time agreed or on a specified date.

2.1.4 The Prime Contractor shall notify the Contracting Body immediatelyupon becoming aware of any claim brought against the PrimeContractor arising out of, or relating to, the provision of the Services,including any claim made against any Sub-contractor.

2.1.5 Whilst not in anyway limiting any other provision of this Contract, indelivering the Services the Prime Contractor, or any of its Sub-contractors, shall comply with the DWP Off Shoring Policy. TheDWP Off Shoring Policy shall apply to Landed Resources.

2.2 Volumes

2.2.1 The Prime Contractor acknowledges that, in entering the Contract,no form of volume guarantee has been granted by the ContractingBody in respect of the number or volume of Customers during theContract Period. The Prime Contractor acknowledges that anyvolumes of Customers referred to in the Order Form and/or theSpecification shall be indicative only and shall not be binding on the

Contracting Body.

2.2.2 The Prime Contractor acknowledges that the volume of Customersmay fluctuate.

2.3 Provision and Removal of Equipment

2.3.1 Unless otherwise stated in the Order Form, the Prime Contractorshall provide all the Equipment necessary for the supply of theServices.

2.3.2 The Prime Contractor shall not deliver any Equipment nor begin any

work on the Contracting Body Premises without obtaining Approval(such Approval not to be unreasonably withheld). The ContractingBody acknowledges that there shall be no breach of the Contract bythe Prime Contractor where the sole reason for the breach is a


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result of Approval being withheld or not granted pursuant to thisClause.

2.3.3 All Equipment brought onto the Contracting Body Premises shall beat the Prime Contractor's own risk and the Contracting Body shallhave no liability for any loss of or damage to any Equipment unlessthe Prime Contractor is able to demonstrate that such loss or

damage was caused or contributed to by the Contracting Body'sDefault. The Prime Contractor shall provide for the haulage orcarriage thereof to the Contracting Body Premises and the removalof Equipment when no longer required at its sole cost. Unlessotherwise agreed, Equipment brought onto the Contracting BodyPremises will remain the property of the Prime Contractor.

2.3.4 The Prime Contractor shall maintain all items of Equipment withinthe Premises in a safe, serviceable and clean condition.

2.3.5 The Prime Contractor shall, at the Contracting Body's writtenrequest, at its own expense and as soon as reasonably practicable:-

(a) remove from the Premises any Equipment which in thereasonable opinion of the Contracting Body is eitherhazardous, noxious or not in accordance with theContract; and

(b) replace such item with a suitable substitute item ofEquipment.

2.3.6 Where the Contracting Body Premises are being used in connectionwith provision of the Services, on completion of the Services, thePrime Contractor shall remove the Equipment together with anyother materials used by the Prime Contractor to supply the Servicesand shall leave the Contracting Body Premises in a clean, safe andtidy condition. The Prime Contractor is solely responsible for makinggood any damage to the Contracting Body Premises or any objectscontained thereon, other than fair wear and tear, which is caused bythe Prime Contractor or any Staff.

2.4 Manner of Carrying Out the Services

2.4.1 The Prime Contractor shall at all times comply with the QualityStandards, and, where applicable, shall maintain accreditation with

the relevant Quality Standards authorisation body which shall atleast conform with the minimum performance levels and minimumservice levels set out in Appendix 14 (Contract Performance) herein.To the extent that the standard of Services has not been specified inthe Contract the Prime Contractor shall agree the relevant standardof the Services with the Contracting Body prior to the supply of theServices and, in any event, the Prime Contractor shall perform itsobligations under the Contract in accordance with the Law andGood Industry Practice.

2.4.2 The Prime Contractor shall ensure that all Staff supplying theServices shall do so with all due skill, care and diligence and shall

possess such qualifications, skills and experience as are necessaryfor the proper supply of the Services.

2.5 Prime Contractor's Staff


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2.5.1 The Contracting Body may, by written notice to the PrimeContractor, refuse to admit onto, or withdraw permission to remainon, the Contracting Body Premises:-

(a) any member of the Staff; or

(b) any person employed or engaged by any member of the

Staff;

whose admission or continued presence would, in the reasonableopinion of the Contracting Body, be undesirable.

2.5.2 At the Contracting Body's written request, the Prime Contractor shallprovide a list of the names and addresses of all persons who mayrequire admission in connection with the Contract to the ContractingBody Premises, specifying the capacities in which they areconcerned with the Contract and giving such other particulars as theContracting Body may reasonably request.

2.5.3 The Prime Contractor's Staff, engaged within the boundaries of theContracting Body Premises, shall comply with such rules,regulations and requirements (including those relating to securityarrangements) as may be in force from time to time for the conductof personnel when at or within the boundaries of those ContractingBody Premises.

2.5.4 If the Prime Contractor fails to comply with Clause 2.5.2 within two(2) Months of the date of the request then the Contracting Body mayterminate the Contract with immediate effect by giving notice inwriting to the Prime Contractor, provided always that suchtermination shall not prejudice or affect any right of action or remedywhich shall have accrued or shall thereafter accrue to theContracting Body.

2.5.5 The decision of the Contracting Body as to whether any person is tobe refused access to the Contracting Body Premises and as towhether the Prime Contractor has failed to comply with Clause 2.5.2shall be final and conclusive.

2.5.6 The Prime Contractor shall comply with Staff Vetting Procedures inrespect of all persons employed or engaged in the provision of theServices. The Prime Contractor confirms that all persons employed

or engaged by the Prime Contractor shall have complied with theStaff Vetting Procedures prior to commencing the provision of theServices and accessing the Premises.

2.5.7 TheContracting Body may require the Prime Contractor to ensurethat any relevant staff employed in the provision of the Services hasundertaken a Criminal Records Bureau check. The PrimeContractor shall ensure that no member of relevant staff whodiscloses that he/she has a Relevant Conviction, or is found by thePrime Contractor to have a Relevant Conviction (whether as a resultof a police check or through the Criminal Records Bureau check orotherwise) is employed or engaged in the provision of any part of

the Services.


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2.5.8 The Prime Contractor shall provide training on a continuing basis forall Staff employed or engaged in the provision of the Services incompliance with the Security Policy and Security Plan.

2.5.9 The Prime Contractor shall comply with all applicable legislationrelating to safeguarding and protecting vulnerable groups, includingthe Safeguarding Vulnerable Groups Act 2006, the Safeguarding

Vulnerable Groups Order (Northern Ireland) 2007 and the ProtectingVulnerable Groups Act 2007 or other relevant or equivalentlegislation, or any statutory modification or re-enactment thereof.

2.5.10 The Prime Contractor shall use all reasonable endeavours to ensurethat its Staff are not claiming any Social Security Benefit, wherepayment of that Social Security Benefit is precluded due toearnings.

2.5.11 The Prime Contractor shall further use all reasonable endeavours toensure that its Staff who are not EC nationals are legally entitled tobe resident in the United Kingdom and have a work permit, whereapplicable. The Prime Contractor shall promptly take all reasonablesteps to ensure compliance with this Clause by each Sub-Contractor.

2.5.12 Without prejudice to Clause 2.5.4, if the Prime Contractor fails tocomply with this Clause 2.5 (and in the reasonable opinion of theContracting Body) such failure may be prejudicial to the interests ofthe Crown, then the Contracting Body may terminate the Contractwith immediate effect by giving notice in writing to the PrimeContractor, provided always that such termination shall notprejudice or affect any right of action or remedy which shall have

accrued or shall thereafter accrue to the Contracting Body.

2.6 Inspection of Premises

Save as the Contracting Body may otherwise direct, the Prime Contractor isdeemed to have inspected the Premises before submitting the Tender and tohave made appropriate enquiries so as to be satisfied in relation to all mattersconnected with the performance of its obligations under the Contract.

2.7 Licence to occupy Contracting Body Premises

2.7.1 Any land or Contracting Body Premises made available from time to

time to the Prime Contractor by the Contracting Body in connectionwith the Contract shall be made available to the Prime Contractor ona non-exclusive licence basis and shall be used by the PrimeContractor solely for the purpose of performing its obligations underthe Contract. The Prime Contractor shall have the use of such landor Contracting Body Premises as licensee and shall vacate thesame on completion, termination or abandonment of the Contract.

2.7.2 The Prime Contractor shall limit access to such land or ContractingBody Premises to such Staff as is necessary to enable it to performits obligations under the Contract and the Prime Contractor shall co-operate (and ensure that its Staff co-operate) with such other

persons working concurrently on such land or Contracting BodyPremises as the Contracting Body may reasonably request.


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2.7.3 Should the Prime Contractor require modifications to such land orContracting Body Premises, such modifications shall be subject toApproval and shall be carried out by the Contracting Body at thePrime Contractor's expense. The Contracting Body shall undertakemodification work approved by the Contracting Body in writingwithout undue delay. Ownership of such modifications shall rest withthe Contracting Body.

2.7.4 The Prime Contractor shall (and shall ensure that its Staff shall)observe and comply with such rules and regulations as may be inforce at any time for the use of such land or Contracting BodyPremises and conduct of personnel at the land or Contracting BodyPremises as determined by the Contracting Body, and the PrimeContractor shall pay for the cost of making good any damagecaused by the Prime Contractor or its Staff other than fair wear andtear. For the avoidance of doubt, damage includes damage to thefabric of the buildings, plant, fixed equipment or fittings therein.

2.7.5 The Parties agree that there is no intention on the part of theContracting Body to create a tenancy of any nature whatsoever infavour of the Prime Contractor or its Staff and that no such tenancyhas or shall come into being and, notwithstanding any rights grantedpursuant to the Contract, the Contracting Body retains the right atany time to use any premises owned or occupied by it in anymanner it sees fit.

2.8 Property

2.8.1 Where the Contracting Body issues Property free of charge to thePrime Contractor such Property shall be and remain the property of

the Contracting Body and the Prime Contractor irrevocably licencesthe Contracting Body and its agents to enter upon any premises ofthe Prime Contractor during normal business hours on reasonablenotice to recover any such Property. The Prime Contractor shall notin any circumstances have a lien or any other interest on theProperty and at all times the Prime Contractor shall possess theProperty as fiduciary agent and bailee of the Contracting Body. ThePrime Contractor shall take all reasonable steps to ensure that thetitle of the Contracting Body to the Property and the exclusion of anysuch lien or other interest are brought to the notice of all Sub-contractors and other appropriate persons and shall, at theContracting Body's request, store the Property separately and

ensure that it is clearly identifiable as belonging to the ContractingBody.

2.8.2 The Property shall be deemed to be in good condition whenreceived by or on behalf of the Prime Contractor unless the PrimeContractor notifies the Contracting Body otherwise within five (5)Working Days of receipt.

2.8.3 The Prime Contractor shall maintain the Property in good order andcondition (excluding fair wear and tear), and shall use the Propertysolely in connection with the Contract and for no other purposewithout Approval.

2.8.4 The Prime Contractor shall ensure the security of all the Propertywhilst in its possession, either on the Premises or elsewhere during


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the supply of the Services, in accordance with the ContractingBody's reasonable security requirements as required from time totime.

2.8.5 The Prime Contractor shall be liable for all loss of, or damage to, theProperty (excluding fair wear and tear), unless such loss or damagewas caused by the Contracting Body's Default. The Prime

Contractor shall inform the Contracting Body within two (2) WorkingDays of becoming aware of any defects appearing in or losses ordamage occurring to, the Property.

2.9 Offers of Employment

For the duration of the Contract and for a period of twelve (12) Monthsthereafter neither the Contracting Body nor the Prime Contractor shall employor offer employment to any of the other Party's staff who have been associatedwith the procurement and/or the contract management of the Services withoutthat other Party's prior written consent, unless the employment is as a directresult of a bona fide, advertised, recruitment process.

2.10 Monitoring of Prime Contractor Performance

2.10.1 The Contracting Body shall monitor the Prime Contractorsperformance of the Services in accordance with the provisions ofAppendix 3 (Monitoring Requirements) or such other requirementsas notified by the Contracting Body to the Prime Contractor fromtime to time. The Contracting Body may organise regular monitoringand spot checks of the Premises at any time to ensure that thePrime Contractor is complying with its obligations under theContract and the Prime Contractor shall co-operate fully, at its owncost, with the Contracting Body. The Contracting Body shall use allreasonable endeavours to ensure that the onsite monitoring will notinterfere with the delivery of the Services by the Prime Contractor.

2.10.2 The Contracting Body may also appoint an external assessor,subject to them entering into a non disclosure arrangement andhaving the relevant expertise and competence, to participate in themonitoring of the Prime Contractors performance of the Servicesand the Prime Contractor will co-operate with the assessor and takeall reasonable and necessary steps to implement recommendationsmade. Any changes to any Services made as a result of arecommendation of any such persons shall be made in writing and

in accordance with Clause 6.3 (Change Control).

2.10.3 The Prime Contractor shall ensure that the Contracting Body (andits authorised representatives) have access upon reasonable noticeto all relevant property, including the Premises, and information (andwhere requested are given a copy of such information) necessary tocarry out the monitoring referred to in this Clause 2.10 includingputting in place arrangements to permit legal access to informationas may be required.

2.10.4 With effect from the date of the Contract the Contracting Body andthe Prime Contractor shall meet at the times and with such

frequency as specified in Appendix 3 (Monitoring Requirements) oras notified by the Contracting Body to the Prime Contractor fromtime to time. Such meetings shall be convened by the Contracting


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Body upon the Contracting Body giving reasonable notice to thePrime Contractor.

3. PAYMENT AND FEES

3.1 Fees

3.1.1 In consideration of the Prime Contractor's performance of itsobligations under the Contract, the Contracting Body shall pay theFees in accordance with Clause 3.2 (Payment and VAT).

3.1.2 The Contracting Body shall, in addition to the Fees and followingevidence of a valid VAT invoice, pay the Prime Contractor a sumequal to the VAT chargeable on the value of the Services suppliedin accordance with the Contract.

3.2 Payment and VAT

3.2.1 The Contracting Body shall pay all sums due to the Prime

Contractor in accordance with the payment requirements set out inAppendix 4 (Payment Requirements) within thirty (30) days ofreceipt of a valid invoice, submitted in accordance with the paymentprofile set out in Appendix 5 (Payment Profile).

3.2.2 The Prime Contractor shall ensure that each invoice contains allappropriate references and a detailed breakdown of the Servicessupplied and that it is supported by any other documentationrequired by the Contracting Body to substantiate the invoice.

3.2.3 Where the Prime Contractor enters into a Sub-contract with asupplier or contractor for the purpose of performing its obligationsunder the Contract, it shall ensure that a provision is included insuch Sub-contract which requires payment to be made of all sumsdue by the Prime Contractor to the Sub-contractor within a specifiedperiod not exceeding thirty (30) days from the receipt of a validinvoice.

3.2.4 The Prime Contractor shall add VAT to the Fees at the prevailingrate as applicable.

3.2.5 The Prime Contractor shall indemnify the Contracting Body on acontinuing basis against any liability, including any interest,penalties or costs incurred, which is levied, demanded or assessedon the Contracting Body at any time in respect of the PrimeContractor's failure to account for or to pay any VAT relating topayments made to the Prime Contractor under the Contract. Anyamounts due under this Clause 3.2.5 shall be paid by the PrimeContractor to the Contracting Body not less than five (5) WorkingDays before the date upon which the tax or other liability is payableby the Contracting Body.

3.2.6 The Prime Contractor shall not suspend the supply of the Servicesunless the Prime Contractor is entitled to terminate the Contractunder Clause 8.2 (Termination on Default) for failure to pay

undisputed sums of money.

3.3 Recovery of Sums Due


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3.3.1 Wherever under the Contract any sum of money is recoverable fromor payable by the Prime Contractor (including any sum which thePrime Contractor is liable to pay to the Contracting Body in respectof any breach of the Contract), the Contracting Body mayunilaterally deduct that sum from any sum then due, or which at anylater time may become due to the Prime Contractor under theContract or under any other agreement or contract with the

Contracting Body or the Crown.

3.3.2 Any overpayment by either Party, whether of the Fees or of VAT orotherwise, shall be a sum of money recoverable by the Party whomade the overpayment from the Party in receipt of the overpayment.

3.3.3 The Prime Contractor shall make any payments due to theContracting Body without any deduction whether by way of set-off,counterclaim, discount, abatement or otherwise unless the PrimeContractor has a valid court order requiring an amount equal to suchdeduction to be paid by the Contracting Body to the PrimeContractor.

3.3.4 All payments due shall be made within a reasonable time unlessotherwise specified in the Contract, in cleared funds, to such bankor building society account as the recipient Party may from time totime direct.

3.4 Euro

3.4.1 Any requirement of Law to account for the Services in Euro (or toprepare for such accounting) instead of and/or in addition to sterling,shall be implemented by the Prime Contractor free of charge to theContracting Body.

3.4.2 The Contracting Body shall provide all reasonable assistance tofacilitate compliance with Clause 3.4.1 by the Prime Contractor.

3.5 Grossing Up

3.5.1 The Contracting Body may check a reasonably representative(statistically valid) sample of claims for payment made by the PrimeContractor. If the Contracting Body finds proof of an error or over-claim by the Prime Contractor the Contracting Body shall be entitledto gross-up the results of the sample checked, by assuming that the

same type and percentage of errors and over-claims have beenmade in respect of the Prime Contractors claim form from which thesample was taken.

3.5.2 Upon prior notice by the Contracting Body to the Prime Contractorof any error or over-claim that reduces the amount claimed, (unlessthe Prime Contractor provides sufficient evidence to satisfy theContracting Body that the error or over-claim has not been the resultof grossing-up the results of the representative sample, within thirty(30) days of being notified by the Contracting Body, or such otherperiod as the Parties may agree), the amount due under the claimform shall be reduced accordingly.

4. STATUTORY OBLIGATIONS AND REGULATIONS

4.1 Prevention of Corruption


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4.1.1 The Prime Contractor shall not offer or give, or agree to give, to anyemployee, agent, servant or representative of the Contracting Bodyor any other public body or person employed by or on behalf of theContracting Body any gift or consideration of any kind which couldact as an inducement or reward for doing, refraining from doing, orfor having done or refrained from doing, any act in relation to theContract or any other contract with the Contracting Body or any

other public body or person employed by or on behalf of theContracting Body, or for showing or refraining from showing favouror disfavour to any person in relation to any such contract.

4.1.2 The Prime Contractor warrants that it has not paid commission oragreed to pay commission to the Contracting Body or any otherpublic body or any person employed by or on behalf of theContracting Body or any other public body in connection with theContract.

4.1.3 If the Prime Contractor, its Staff or any person acting on the PrimeContractor's behalf, engages in conduct prohibited by Clauses 4.1.1or 4.1.2, the Contracting Body may:-

(a) terminate the Contract with immediate effect by givingnotice in writing to the Prime Contractor and recover fromthe Prime Contractor the amount of any loss suffered bythe Contracting Body resulting from the termination;

(b) recover in full from the Prime Contractor any other losssustained by the Contracting Body in consequence of anybreach of those Clauses; and/or

(c) recover in full from the Prime Contractor the amount orvalue of any gift, consideration or commission.

4.2 Non-Discrimination

4.2.1 The Prime Contractor shall not unlawfully discriminate either directlyor indirectly on such grounds as age, disability, genderreassignment, marriage and civil partnerships, pregnancy andmaternity, race, religion or belief, sex or sexual orientation andwithout prejudice to the generality of the foregoing the PrimeContractor shall not unlawfully discriminate within the meaning andscope of the Equality Act 2010 or other relevant or equivalent

legislation, or any statutory modification or re-enactment thereof.

4.2.2 The Prime Contractor shall take all reasonable steps to secure theobservance of Clause 4.2.1 by all Staff. Any breach by the PrimeContractor of Clause 4.2.1 shall be a material breach of the Contractfor the purposes of Clause 8.2 (Termination on Default).

4.2.3 In delivering the Services, the Prime Contractor shall operate at alltimes in accordance with the diversity and equality requirements setout in Appendix 6 (Diversity and Equality Requirements) or suchother diversity and equality requirements as notified by theContracting Body to the Prime Contractor from time to time. Any

breach by the Prime Contractor of paragraphs 3 to 7 (inclusive) ofAppendix 6 (Diversity and Equality Requirements) (or such otherdiversity and equality requirements which are the equivalent of orsimilar to paragraphs 3 to 7 (inclusive) of Appendix 6 (Diversity and


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Equality Requirements) as notified by the Contracting Body to thePrime Contractor from time to time) shall be a material breach of theContract for the purposes of Clause 8.2 (Termination on Default).

4.2.4 Where delivering the Services in Wales, the Prime Contractor shallcomply at all times with the requirements set out in Appendix 7(Welsh Language Scheme) or such other requirements as notified

by the Contracting Body to the Prime Contractor from time to time.

4.2.5 In delivering the Services, the Prime Contractor shall operate at alltimes in accordance with the apprenticeships and skillsrequirements set out in Appendix 10 (Apprenticeships and SkillsRequirements) or such other apprenticeships and skillsrequirements as notified by the Contracting Body to the PrimeContractor from time to time.

4.3 TUPE Compliance (General) and Employment Matters

Application of TUPE Regulations

4.3.1 The Contracting Body and the Prime Contractor agree that wherethe identity of a provider (including the Incumbent Contractor) of anyservice which constitutes or which will constitute part of the Servicesis changed pursuant to the Contract (including upon termination ofthe Contract) then the change shall constitute a Relevant Transfer.

4.3.2 On the occasion of any Relevant Transfer the Prime Contractorshall and shall use reasonable endeavours to procure that anyReplacement Contractor shall comply with all of its obligations underthe TUPE Regulations and the Directive in respect of the RelevantEmployees.

4.3.3 The Prime Contractor shall, from the Commencement Date andfrom the date of any subsequent Relevant Transfer, comply andprocure that each Sub-contractor shall comply with the CabinetOffice Statement of Practice on staff transfers in the Public Sector(COSOP) together with Annex A, Fair Deal on Pensions 2004, andany other relevant Code of Practice or guidance.

Sub-contractors

4.3.4 In the event that the Prime Contractor enters into any Sub-contractin connection with the Contract, it shall impose obligations on itsSub-contractor in the same terms as those imposed on it pursuant

to Clauses 4.3 and 4.4 and shall procure that the Sub-contractorcomplies with such terms. The Prime Contractor and the Sub-contractor shall indemnify the Contracting Body and keep theContracting Body indemnified in full from and against all directliability and any other loss suffered by the Contracting Body as aresult of, or in connection with, any failure on the part of the Sub-contractor to comply with such terms.

Emoluments and Outgoings

4.3.5 The Contracting Body and the Prime Contractor acknowledge thatany employer of a Relevant Employee is responsible for all

remuneration, benefits, entitlements and outgoings in respect of theRelevant Employees up to and including the date of a RelevantTransfer, including without limitation all wages, holiday pay,bonuses, commissions, payment of PAYE, national insurance


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contributions, pension contributions and otherwise, up to the date ofthe Relevant Transfer.

4.3.6 The Prime Contractor shall be responsible for all remuneration,benefits, entitlements and outgoings in respect of the RelevantEmployees, including without limitation all wages, holiday pay,bonuses, commissions, payment of PAYE, national insurance

contributions, pension contributions and otherwise, from andincluding the Transfer Date.

Provision of Information

4.3.7 At any time prior to the Relevant Transfer and during the ContractPeriod, the Prime Contractor shall (and shall procure that each Sub-contractor shall) cooperate with the Contracting Body (and anyIncumbent Contractor), or Replacement Contractor, so far as legallypermissible, to provide information, including employee liabilityinformation under the TUPE Regulations, as and when requested.

Indemnities

4.3.8 The Prime Contractor shall indemnify the Contracting Body fromand against any and all loss suffered by the Contracting Body inconnection with or as a result of any claim or demand by anyRelevant Employee arising out of the employment of or terminationof the employment of any Relevant Employee on or after the date ofthe Relevant Transfer provided always that such claim or demandarises out of, or in connection with, any act or omission of the PrimeContractor or any Sub-contractor.

4.3.9 The Prime Contractor shall indemnify the Contracting Body fromand against any and all loss suffered by the Contracting Body inconnection with or as a result of any claim by any RelevantEmployee that the identity of the Prime Contractor or Sub-contractoris to that Relevant Employee's detriment or that the terms andconditions to be provided by the Prime Contractor or any Sub-contractor or any proposed measures of the Prime Contractor orany Sub-contractor are to that employee's detriment whether suchclaim arises before or after the Transfer Date.

Pension Protection

4.3.10 The Prime Contractor shall and shall procure that each Sub-contractor shall ensure, from the Commencement Date and from thedate of any subsequent Relevant Transfer during the period that theContract is in force, that Original Public Sector Employees who areeligible for public sector pension scheme to which COSOP and anyother relevant Code of Practice or guidance applies, shall be offeredmembership of a pension scheme broadly comparable to their pre-transfer pension scheme.

4.3.11 The Prime Contractor shall and shall procure that each Sub-contractor shall ensure, from the Commencement Date and from thedate of any subsequent Relevant Transfer during the period that the

Contract is in force, that, when employing staff who are not OriginalPublic Sector Employees, such staff have access to good qualitypension arrangements that comply with relevant legislation from


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time to time in force including the Pensions Act 2004, the pensionprovisions of the COSOP and any other relevant Code of Practice orguidance.

4.3.12 The Prime Contractor shall ensure, and shall procure that each Sub-contractor shall ensure, that from the Commencement Date, andfrom the date of any subsequent Relevant Transfer during the

period that the Contract is in force, it shall have certification from theGovernment Actuarys Department, that any pension arrangementsprovided to Original Public Sector Employees to which COSOP andany other relevant Code of Practice or guidance applies, are atleast, broadly comparable to their pre-transfer pension scheme.

4.3.13 The Prime Contractor shall ensure, and shall procure that each Sub-contractor shall ensure, that from the Commencement Date, fromthe date of any subsequent Relevant Transfer during the period thatthe Contract is in force and on expiry or termination of the Contract,that it will comply with COSOP and any other relevant Code ofPractice or Guidance in respect of compliance with bulk transfer

agreements received from incumbent providers of the Services andcooperating in the provision of information in respect of relevant bulktransfer agreements with any new provider of the Services.

4.3.14 Clauses 4.3.10 to 4.3.13 are intended to confer rights on theTransferring Employees pursuant to the Contracts (Rights of ThirdParties) Act 1999. Provided that if the Contracting Body and thePrime Contractor rescind this Contract or vary any of its terms(including any release or compromise in whole or in part of liability)in accordance with the relevant provisions of this Contract orterminate this Contract, such rescission, variation or termination willnot require the consent of any Transferring Employee.

4.4 Employee Provisions on Expiry or Termination

Handover on Expiry or Termination

4.4.1 During the twelve (12) months preceding the expiry of the Contractor after the Contracting Body has given notice to terminate theContract or at any other time as directed by the Contracting Body,and within ten (10) Working Days of being so requested by theContracting Body, the Prime Contractor shall fully and accuratelydisclose to the Contracting Body any and all information in relationto all personnel engaged in the provision of the Services including

all Relevant Employees who are to transfer as a consequence of aRelevant Transfer as the Contracting Body may request, inparticular but not necessarily restricted to any of the following:-

(a) a list of employees employed by the Prime Contractor;

(b) a list of agency workers, agents and independentcontractors engaged by the Prime Contractor;

(c) the total payroll bill (i.e. total taxable pay and allowancesincluding employer's contributions to pension schemes) ofthose personnel; and

(d) the terms and conditions of employment of the RelevantEmployees, their age, salary, date continuous employment


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commenced and (if different) the commencement date,accrued holiday entitlement, pension details, location,retirement age, enhancement rates, any other factorsaffecting their redundancy entitlement and any outstandingclaims arising from employment.

4.4.2 The Prime Contractor shall warrant the accuracy and completeness

of all the information provided to the Contracting Body pursuant toClause 4.4.1 and authorises the Contracting Body to use any and allthe information as it may consider necessary for the purposes of itsbusinesses or for informing any tenderer for any services which aresubstantially the same as the Services (or any part thereof).

4.4.3 During the twelve (12) months preceding the expiry of the Contractor where notice to terminate the Contract for whatever reason hasbeen given, the Prime Contractor shall allow the Contracting Bodyor such other persons as may be authorised by the ContractingBody to communicate with and meet the Relevant Employees andtheir trade union or employee representatives as the Contracting

Body may reasonably request.

4.4.4 During the twelve (12) months preceding the expiry of the Contractor where notice to terminate the Contract for whatever reason hasbeen given, the Prime Contractor shall not without Approval unlessbona fide in the ordinary course of business:

(a) vary or purport or promise to vary the terms and conditionsof employment of any employee employed in connectionwith provision of the Services;

(b) increase or decrease the number of employees employedin connection with provision of the Services; or

(c) assign or redeploy any employee employed in connectionwith provision of the Services to other duties unconnectedwith provision of the Services.

Indemnity

4.4.5 The Prime Contractor shall indemnify the Contracting Body and anyReplacement Contractor and keep the Contracting Body and anyReplacement Contractor indemnified in full from and against alldirect liability or any other loss suffered by the Contracting Body (orany Replacement Contractor) as a result of, or in connection with,the employment or termination of employment of any employee ofthe Prime Contractor during any period prior to the date of expiry ortermination of the Contract provided always that such liability or lossarises out of, or in connection with, any act or omission of the PrimeContractor or any Sub-contractor.

4.5 The Contracts (Rights of Third Parties) Act 1999

Without prejudice to Clause 4.3.14, a person who is not a party to the Contracthas no right under the Contracts (Rights of Third Parties) Act 1999 to enforceany of its provisions which, expressly or by implication, confer a benefit on him,without the prior written agreement of the Parties, but this does not affect anyright or remedy of any person which exists or is available otherwise than

pursuant to that Act and does not apply to the Crown. If the Contracting Bodyand the Prime Contractor rescind this Contract or vary any of its terms(including any release or compromise in whole or in part of liability) in


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accordance with the relevant provisions of this Contract or terminate thisContract, such rescission, variation or termination will not require the consentof any third party.

4.6 Environmental Requirements

4.6.1 The Prime Contractor shall, when working on the Premises, perform

its obligations under the Contract in accordance with the ContractingBody's environmental policy, which is to conserve energy, water,wood, paper and other resources, reduce waste and phase out theuse of ozone depleting substances and minimise the release ofgreenhouse gases, volatile organic compounds and othersubstances damaging to health and the environment.

4.6.2 In delivering the Services, the Prime Contractor shall comply at alltimes with the requirements set out in Appendix 9 (SustainableDevelopment Requirements) or such other requirements as notifiedby the Contracting Body to the Prime Contractor from time to time.

4.7 Health and Safety

4.7.1 The Prime Contractor shall take all necessary steps to ensure thehealth, safety and welfare of all Customers to the same extent andin the same manner as an employer is required to do in relation toemployees by or under the relevant legislation for the time being inforce in that part of the United Kingdom where the Prime Contractoris providing the Services.

4.7.2 Without prejudice to Clause 4.7.1, the Prime Contractor shallpromptly notify the Contracting Body of any health and safetyhazards which may arise in connection with the performance of its

obligations under the Contract. The Contracting Body shall promptlynotify the Prime Contractor of any health and safety hazards whichmay exist or arise at the Premises and which may affect the PrimeContractor in the performance of its obligations under the Contract.

4.7.3 While on the Contracting Body Premises, the Prime Contractor shallcomply with any health and safety measures implemented by theContracting Body in respect of Staff and other persons workingthere.

4.7.4 The Prime Contractor shall notify the Contracting Body

022. CPA4 SEETEC MWA Order Form and Annexes 1 and 2 Redacted FINAL

Documents

Transcript of 022. CPA4 SEETEC MWA Order Form and Annexes 1 and 2 Redacted FINAL