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Tender Document Page 0 of 62

Invitation to Tender for Preferred Supplier of Online Payment, Messaging and other associated services

Invitation to Tender for Preferred Supplier of Online Payment, Messaging and other associated services

Section 0 - Introduction and BackgroundThe Trust are undertaking reviews of systems and services used by academies and are looking to provide academies with an option to leverage efficiency and cost savings by selecting a preferred supplier for Online Payments, Messaging and other associated services.

The invitation to tender document comprises the following:

Section 1 Invitation to TenderSection 2 PreliminariesSection 3 Schedule

Appendices (tender return documents)

1.0 General1.1 Declaration1.2 Pricing Schedule1.3 General Questionnaire1.4 Evidence of accreditations enclosed / attached2.0 Collusive Tendering Certificate3.0 Confidentiality Agreement4.0 Supplementary Tender Checklist5.0 Contractual Terms and Conditions6.0 Data Protection Third Party Due Diligence Questionaire

This tender documentation is to be read in conjunction with any supporting documents, and any necessary allowances to achieve compliance with those documents must be included within the value submitted on the Form of Tender.

Section 1 – Invitation to Tender

1.1 Definitions

‘The Trust’ means Our Lady of Lourdes Catholic Multi-Academy Trust;‘The Employer’ means the Trust;‘Site’ and ‘Sites’ means the buildings including educational and administration establishments given in the Schedule;‘Agreement’ means this proposed agreement, once executed with the successful bidder, as amended from time to time in accordance with clause 18 of the Terms and Conditions.‘Contract Administrator’ means the designated person identified by the Trust;‘Supplier’ means the legal entity tendering for this agreement;‘Schedule’ means the Specification;


‘Charges’ means the charges payable by the Trust for the supply of the goods and/or services detailed in the Schedule;‘Confidential Information’ means all secret or confidential commercial, financial and technical information, know-how, trade secrets, inventions, computer software and any other information in any form or medium, whether disclosed orally or in writing, together with all reproductions in any form or medium, and any part(s) of it;‘DPA’ means the Data Protection Act 2018 and any subordinate legislation made under the Act from time to time;‘FOIA’ means the Freedom of Information Act 2000, and any subordinate legislation made under the Act from time to time, together with any guidance and/or codes of practice issued by the Information Commissioner or relevant government department in relation to such legislation;‘Intellectual Property Rights’ means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;‘DBS’ and ‘DBS Check’ means an enhanced disclosure and barring service certificate issued within the previous 36 calendar Months at the date and time that access to Sites is requested;‘Written Instruction’ means a written instruction to proceed with any works in addition to those explicitly stated in the schedule. 1.2 Not used.

Tender Programme

1.3 The anticipated tender programme is as follows:

Date Stage30th March 2020 Invitation to Tender issued30th March 2020 Tender clarification and query period commences24th April 2020 Tender clarification and query period ends1st May 2020 at 11am Tender Close (Return Date and Time)5th May 2020 Tender Evaluation18th May 2020 Potential date for Demonstrations25th May 2020 Provisional date for Intention to award notices, including identification of preferred bidder8th June 2020 Contract signed

Please note, the above timelines may change due to requirements within the Trust.

Obligations to Tenderer and Tender Pricing Documents

1.4 Tenderers must ensure that they are fully familiar with the nature and extent of the obligations of the Instructions to Tenderers and Conditions of Tender, Tender and Pricing Document and be aware that the performance standards will be strictly enforced. The Tenderer will be deemed to have read, examined and accepted the Instructions to Tenderers, Tender and Pricing Document and the requirements contained therein


prior to the submission of the Tender. It is the responsibility of Tenderers to obtain themselves, at their own expense, all information necessary for the preparation of their tender.1.5 This Invitation to tender is intended for the addressee only. If you intend using Sub-contractors to help fulfil the Contract, this must be clearly stated within your response.

Accuracy1.6 You are advised to check the accuracy of your Tender prior to submission.

Form of Submission1.7 Tenderers shall complete and return the Tender response documents.1.8 The Tender must be submitted duly signed. Any items for which you are unable to offer a price should be identified. Any other revisions to the Tender may invalidate the tender submitted.1.9 All Tenders must expressly state that the Tenderer accepts the Terms and Conditions in Appendix 5 as the basis of any future contract.

Expenses/ Losses1.9 The Trust will not be responsible for payment of costs, expenses or losses which may be incurred by any Tenderer in the preparation and submission of their Tender, including site visits, attending pre or post contract presentations/ interviews or negotiations in connection therewith.

Format of Tender Submissions1.10 All tenders are to be returned to the Trust as detailed in section 1.34 of this document.1.11 The Trust cannot undertake to give consideration to any tender submitted otherwise, including telephone, email, and facsimile.1.12 The closing time and date for receipt of tenders is given in clause 1.3. Any tender submissions received after the closing date may be rejected in our absolute discretion. The contractor must ensure that they leave adequate time prior to the closing date to submit their response.1.13 Tenders not in accordance with these instructions may be rejected in our absolute discretion.1.14 Tender responses will not be opened until after the closing date for receipt of tenders has elapsed.1.15 No useful purpose is served by enquiring the result of competitive tendering – tenderers are notified as early as possible.

Unsuccessful Tenders

1.16 Notification of proposed award of contract will be given to all tenders during which time, unsuccessful tenderers may request a de-brief from The Trust in respect of their tender submission and evaluation itself.

Successful Tender1.17 An authorised representative of The Trust will notify the successful tenderer.

Invitation to Tender Material1.18 ITT material means information issued to the Tenderer by The Trust or on its behalf, or to which theTenderer has been given access, for the purposes of this ITT. ITT material remains the property of The Trust or other owners and is released solely for the purpose of tendering.1.19 Return of ITT Material: In the event that a recipient of ITT Material decides not to participate in the submission of a tender, the ITT Material shall be returned to its place of issue without delay. If a tender is submitted to The Trust, the ITT Material may be retained by the Tenderer until the result of the competition is known. In the event that the Tenderer’s bid is unsuccessful the ITT Material shall be returned to its place of issue without delay. This will not apply to written material as it is sent out electronically.


1.20 Intellectual Property Rights in ITT Material: The Intellectual Property in ITT Material will belong to The Trust or a third party. The ITT Material may only be used for the purpose of responding to this ITT and shall not be copied, or disclosed to anyone other than employees of the Tenderer involved in the preparation of the tender or Consultants, Contractors, Sub-Contractors and Suppliers provided always that they are bound by confidentiality agreements equivalent to those in this invitation to tender, and any confidentiality agreement signed by the Tenderer and the Trust. The Trust or the third party owner may suffer damage for which compensation may be sought from a Tenderer, if the Tenderer discloses the ITT Material other than to people involved in the tender preparation in accordance with clause 1.20, or uses the ITT Material other than for the purpose of tendering.

Consultants, Contractors, Sub-Contractors and Suppliers1.21 It is the responsibility of Tenderers to provide proposed Sub-Contractors and Suppliers where applicable with all the technical and commercial information necessary to allow those potential Sub-Contractors and Suppliers to provide their proposals to the Tenderer. The Trust will not answer to any direct approach from such potential Sub-Contractors and Suppliers for details of any particular Invitation to Tender. The Tenderer must ensure that all Consultants, Contractors, Sub-Contractors and Suppliers are bound by confidentiality agreements equivalent to those in this invitation to tender, and any confidentiality agreement signed by the Tenderer and the Trust. 1.22 Tenderers are required to submit with their tender a schedule of lead-in and construction times.

Errors in Tenders1.23 Tenderers will be given the opportunity to either stand by any genuine errors in their tender documents or withdraw from the tendering process. Tenderers must ensure that all tender documents are completed accurately before submission.

Confidentiality1.24 Tenderers are to note the following:a) They must not communicate any figures or other information indicating tender prices to any third party before the time set for the return of Tenders. (The only exception to this requirement is for the obtaining of insurance quotations, such information to be given in strict confidence).b) They must not obtain or try to obtain any information in connection with any other Tender before the time set for the return of Tenders.c) They must not make or discuss any arrangement with any third party regarding whether or not they should tender, or about their, or any other party’s Tender.d) They shall not, without any prior approval in writing, take, or authorise the taking of, any photographs of any project for use in publicity or advertising or publish alone, or in conjunction with others, any articles, photographs or other illustrations relating to any project or any part thereof, nor impart to any publication, journal, newspaper, film or any radio or television programme any information relating to any project.e) Tenderers are required to submit a signed ‘Declaration’ as provided for return with their tender.

Tender Queries

1.25 During the tender period all queries should be made via Mr W Ottewell at the following email address: [email protected] All written tender queries will be endeavoured to be acknowledged within 3 working days.1.27 For the purposes of transparency and equality, copies of all requests for information or queries will be sent to all suppliers but will not identify the source of the enquiry.1.28 Tender queries received after 24th April 2020 will not be answered.

Tender Information/ Revisions


mailto:[email protected]

1.29 At any time after the issue of the invitation to tender, The Trust reserves the right to issue changes to the invitation to tender Information/ requirements. Tenderers, when preparing their submissions, must, as with the information generated by Tender Queries and Responses take these changes into account in drawing up offer(s).1.30 No alterations or qualifications to any of the tender documents shall be made unless they have been agreed in writing by the Trust.1.31 The purpose of this Invitation to Tender is to elicit an unequivocal bona-fide tender which is capable of acceptance for the purpose of appointing a contractor.1.32 The Tenderer’s submission should not include any brochures or commercial information.

Tender Acceptance

1.33 The Trust does not bind itself to accept the lowest or any tender and may refuse to consider any tender which is incomplete or qualified in any way or not completed in strict accordance with the instructions contained within the tender documents.


1.33.1 Tender EvaluationThe award criteria for this tender will be based on the most economically advantageous tender in terms of the criteria below:

Criteria WeightingPricing 50%General Questionnaire 40%Demonstraton 10%

Pricing

This section will be evaluated on a best cost value. The cost used to evaluate in this section will be the cost for the combined messaging and online payments column and any transaction fee or text message cost – where the number of text messages is high and likely to be decreased by inapp messaging (ie where it’s clear that this is not currently in place), the Trust will have the text message cost for purpose of evaluation – please still include the full cost for the number of text messages. This section will be scored on a comparative basis with the lowest compliant bid that meets the Trust’s requirements receiving 100% of the available marks (50% following weighting). All other Tenders will be compared against that lowest Tender and be awarded a mark (up to a maximum of 50% following weighting) using the following formula:

(Lowest bidder’s price)/(Bidder’s price) * weighting [50%]

General Questionnaire

This section will be objectively assessed by an evaluation panel and attracts a maximum 30% weighting. Each question will be scored out of 5, with a response which provides an unacceptable level of information and lack of features receives a zero score, and a very high quality response with significant information and high level of features would score 5. This score will be moderated within the panel and then weighted according to the question sheet.

Demonstration

The top 3 scored tenderers with compliant bids that meet the Trust’s requirements after the Pricing and General Questionnaire have been evaluated will be invited to demonstrate the capabilities of the solution they propose. There will be a demonstration script provided and this will be assessed by a number of Trust staff.

Tender Return Information

1.34 Tender returns must be sent via email as following:

Subject: Tender Response – Preferred supplier of Online Payments and Messaging SystemTo: [email protected]

Section 2 – Preliminaries

BACKGROUNDAs part of providing efficient and engaging service to parents and pupils at our academies we utilise online payment and messaging solutions to allow parents to be kept informed about academy events and to pay for trips, clubs and school dinners. At present the vast majority of our academies have both messaging and payment systems in place, however there are some who do not currently have payment in place and a wide variety of systems used for


messaging. We are looking to appoint a preferred supplier with a view that academies can move to using the same supplier to give a consistent parental and staff experience, enhance capabilities of the systems, ease support and reduce costs across the Trust.

EMPLOYER (CLIENT)Name: Our Lady of Lourdes Catholic Multi-Academy TrustAddress: Our Lady of Lourdes Catholic Multi-Academy Trust, Loxley House, First Floor West, Tottle Road, Riverside Business Park, Nottingham NG2 1RT

Contact: Mr W OttewellTelephone: 0115 851 54 54Email: [email protected]

CONTRACT ADMINISTRATOR (CA)Name: Mr W OttewellAddress: Our Lady of Lourdes Catholic Multi-Academy Trust, Loxley House, First Floor West, Tottle Road, Riverside Business Park, Nottingham NG2 1RTTelephone: 0115 851 54 54Email: [email protected]

EXECUTIONThe contract will be executed as a CONTRACT.

CONTRACT TENDERING

SCOPEGeneral: These conditions are supplementary to those stated on the form of tender.

TENDERING PROCEDUREGeneral: In accordance with the requirements of THIS DOCUMENT.Arithmetical errors: Alternative 1 is dominant (stand by or withdraw).

EXCLUSIONSInability to tender: Immediately inform if any parts of the work as defined in the tender documents cannot be tendered.Relevant parts of the work: Define those parts, stating reasons for the inability to tender.

ACCEPTANCE OF TENDERAcceptance: No guarantee is offered that any tender will be recommended for acceptance or be accepted, or that detailed reasons for non-acceptance will be given. Acceptance will be in the form of a contract signed by both parties together with an associated official purchase order from the Trust.Costs: No liability is accepted for any cost incurred in the preparation of any tender.

PERIOD OF VALIDITYPeriod: After submission or lodgement, keep tender open for consideration (unless previously withdrawn) for not less than 90 days. On appointment the tender price is accepted and may not be adjusted.


Section 3 - Schedule

GENERAL SPECIFICATION

For the supply of services for online payments and messaging for academies within the trust, to be specified/priced on the below details. The contract will be an overarching agreement allowing academies to purchase the service at any point between the proposed contract start and the expiration of proposed contract. If, at any time, they do require services, then they will be contracted for within the contract or a variation to it on the same terms, conditions and common requirements agreed for the main services. Academies may require Online Payment Functions initially with a move towards Messaging at a later stage, and the specification and pricing below is structured to allow for these costs to be taken into account on a Payment system first basis, an example of this will be given in the pricing schedule.

Due to current contract end dates and integration with other systems, we offer no guarantee of the volume of academies taking up services or of any final volumes of online payments required.

Any service must follow the Government’s Cloud First policy, and ideally be access through browser with minimal software installation requirements (eg sync agent for MIS would be expected). Contractual uptime will be 99.99% (announced maintenance windows would not impact on this). Any service is expected to have a client app available on popular mobile operating systems to allow parental access.

Any service must include training for staff in academies, both in the forms of online training and optional onsite training. Full documentation must be available online for all users and where possible, video tutorials made available.

Any service must allow multiple concurrent logins by school staff.

ONLINE PAYMENT ONLY SPECIFICATION – for sites who currently have no Online Payments or whose payment solution contract ends before messaging

1 System must be capable of providing a payment facility to parents, staff and other parties.2 Service must be able to provide facility for payments to be sent to multiple bank accounts as required – there

is a central Trust bank account, however there are currently a number of catering providers – although this will be changing under another Tender opportunity.

3 Service must be capable of providing consolidated reports detailing the academy, trip/event/category of purchase and value of transactions to ease import into the Trust Finance package.

4 Service must be able to accept debit and credit card payments and bank transfer (BACS/Faster Payments), and routes to allow cash transactions, as a minimum this will include shop top-up and manual cash entry.

5 Service must allow multiple pupils to be added to a single parental account securely across educational institutions.

6 Service must allow payments and bookings for School Dinners/Dinner money balance, trips, events, wrap around care, clubs, school shop and other ad-hoc payments associated with academy functions relating to pupils.

7 Service must integrate with a variety of MIS systems to enable import of data. Currently the Trust use SIMs and RM Integris, however, this may be under review during the term of the contract.

8 Service must integrate with a variety of Cashless Catering Systems – currently this includes CRB Cunninghams, Biostore, Transact but may include others and there may be changes to systems during the changes to new


catering providers. This integration must include sending balances to catering system and reporting meal choices from catering system to parental accounts.

9 Service must allow for targeting of specific trips/events/offers, for example, instrumental lesson charges to specific groups/individuals.

10 Service must provide marketing to increase uptake of use of the service.11 Service must allow for a mechanism for refunds of payments in case of event cancellations or return of funds

on leaving the academy.12 Service may allow for other payments to be made and functions to be managed (such as lettings), however,

this is not a direct requirement.13 Direct integration with the Trust Finance package (PS Financials) would be beneficial, but is not a direct

requirement.

MESSAGING ONLY SPECIFICATION – for sites whose messaging solution contract ends before payments

1 Service must allow for messaging over SMS, App, email with the ability to provide letter format for users without other mechanisms

2 Messaging via email, app and letter must attract no additional charge other than license cost3 Service must allow for inbound responses to messaging4 Service must integrate with MIS (currently SIMs and RM Integris however, this may change) to allow

information to be recorded and for attendance monitoring messages to be sent and responded to5 Service must allow for messaging to groups imported from MIS or manually created in service (eg Year groups,

Classes, Demographics)6 Service must allow contacts to be collected from MIS to only include those with correspondence flags set and

where there are no legal requirements to not send messages7 Service must allow for customisable templates for messages to be created to allow efficient repeat messages

to be sent (eg absence, behaviour, detentions, achievements)8 Service must have an audit trail of all messages sent, delivery and any returned messages so contact details

can be checked and updated9 Service must provide marketing and training, including on methods of reducing messaging costs and increasing

engagement10 Service may allow for automation or scheduling of messages (eg the ability to schedule a message to be sent a

week before start of school year reminding of school dates or automatically sending a message when a certain level of behaviour points is reached)

11 Service may provide an unlimited SMS cost, however, the supplier must offer ways of encouraging move to App messaging to increase integration.

12 Service may provide centralised Trust login to allow messages/communications from the central Trust to send messages across the Trust.

MESSAGING AND ONLINE PAYMENT SPECIFICATION – for sites who either start with either Online Payments or Messaging and finish contract with the other solution during the term, or sites who move as a whole

1 Service must meet all the criteria of the Online Payment and Messaging specifications2 Service must allow integrated communication between modules – eg being able to message all users on a trip

who haven’t paid from the trip interface or automatic reminder emails sent when balances low3 Service must have a single interface and not require login to multiple systems

SECURITY SPECIFICATION

1 Service must provide TLS 1.2 or above encryption for all traffic between the service and external resources (eg any client interface or interface with MIS)


2 Supplier must be accredited to CyberEssentials standard or higher3 Service must provide encryption at rest for data4 Service must comply with GDPR regulations, and the Trust would prefer use of UK datacentres.

SERVICE LEVELS

1 As per general specification, uptime of the service and all individual modules is expected to be 99.99% except for announced maintenance windows (where maintenance has been announced 3 days in advance).

2 Any fall below 99.99% in a monthly period should be notified to the Trust and the Trust will require service credits to the order of 2% of the monthly licence cost for the academies affected.

3 Any fall below 98% in a monthly period should be notified to the Trust and the Trust will require service credits to the order of 10% of the monthly licence cost for the academies affected.

4 Any fall below 98% in 2 months within a 6th monthly period may be considered a critical service failure, at which point the Trust reserves the right to terminate any contract.

CONTRACT ARRANGEMENTS

5 The contract is being tendered as a preferred supplier contract; however the Trust reserves the right to buy from other suppliers, if for any reason the preferred supplier cannot meet the Trust’s requirements.

6 The Trust cannot guarantee any level of uptake of the contract.7 The Contract will be a for a 2 year term with the option to extend for an additional 1 year period with 3

months notice from the Trust for any extension.8 Any Academies who decide to join the contract during the contract term will be added as a variation to

contract and charged a pro-rata amount until annual renewal of the contract.9 Any Academies who are currently using the services of the supplier will be expected to be brought onto the

overarching contract with no detriment of termination of any current contract and allowing them to access any improved pricing from the overarching contract.

Tender Return Documents

Appendix 1.0 General

Tender Format: Open TenderContract: Preferred Supplier for Online Payments and Messaging Solution

Addresses: Academies across TrustPlanned Delivery Date: June 2020

Revision: A

Tender Close Date: 1 May 2020Return Tender to:

[email protected]

Appendix 1.1 Declaration

Having examined carefully and understood the tender documents for this contract/service, I/We hereby submit my/our proposal to supply the goods/services subject to the terms and conditions set out in the tender, specification and other documents (if any) at the prices and rates contained in the appendices 1.2 .

I/We wi l l keep our bid valid and open for acceptance by the Our Lady of Lourdes Catholic Multi Academy


Trust until the expiry of 90 days from the last date for the receipt of tenders. I/We understand that you are not bound to accept the lowest or any tender you may receive and you will not pay any expenses incurred by us in connection with the preparation and submission of this tender.

I/We declare that to the best of my/our knowledge the responses submitted in this tender are a correct and true representation. I/We understand that the information will be used in the process to assess my/our organisation’s ability to deliver the stated requirements. I/We understand that the tender may be rejected if there is a failure to answer all relevant questions fully or if I/We provide false/misleading information.

I/We accept the Terms and Conditions in Appendix 5 as the basis of any future contract.

Contractor Name: Click or tap here to enter text.

Company Reg Number: Click or tap here to enter text.

Company VAT Number: Click or tap here to enter text.

Signed: Date: Click or tap here to enter text.

Name of signatory: Click or tap here to enter text.

Position of signatory: Click or tap here to enter text.

Contractors Insurer: Click or tap here to enter text.

Period of Cover From:

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To:

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Liability (£m) Public:

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Product:

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Site

Size/Phase

Number on Roll

Estimated number of

SMS

Online Payment Only License(If online payment included in messaging, please use messaging cost)

Messaging Only License (if included in online payment cost, please use online payment license cost)

Combined License

Suggested SMS Cost (or put “included” where unlimited SMS)

Transaction fees on £50,000 for single form primary, £75,000 for one and a half form primary, £100,000 for 2 form primary and £400,000 for a secondary academy, with a 50% split between debit and credit card payments and an average payment amount of £20.

ALSSecondary

1032 12000 Click or tap here to enter text.

Click or tap here to enter text.


Click or tap here to enter text. Click or tap here to enter text.

AUG1 ½ Form Primary 344 6500 Click or tap here to

enter text.Click or tap here

to enter text.Click or tap here


to enter text. Click or tap here to enter text.

CSH1 Form Primary 233 30000 Click or tap here to





CTKSecondary





HHC1 Form Primary 205 45000 Click or tap here to




to enter text.Click or tap here to enter text.

HTN1 ½ Form Primary 305 1200 Click or tap here to





JBO1 Form Primary 238 1200 Click or tap here to





LLJ1 Form Primary 209 1200 Click or tap here to





MNO1 Form Primary 259 6500 Click or tap here to





MSP1 Form Primary 226 1200 Click or tap here to





OLP1 Form Primary 240 9000 Click or tap here to





OUR1 Form Primary 251 30000 Click or tap here to





PNB2 Form Primary 474 12000 Click or tap here to





SEC2 Form Primary 429 2400 Click or tap here to





SMC1 Form Primary 228 1500 Click or tap here to





TBSSecondary





TGS2 Form Primary 404 2400 Click or tap here to





TER2 Form Primary 420 40000 Click or tap here to





TRISecondary





WID1 Form Primary 241 1500 Click or tap here to





WSP1 Form Primary 205 1200 Click or tap here to






Appendix 1.3 General Questionnaire

Please detail what end user payment methods are available within your solution and how it would allow/account for cash payments.Response (Max 250 words):Click or tap here to enter text.

Scoring 3%

Please detail (including examples as an appendix) reporting available both at a central, consolidated level and an individual academy level for your payment solution.Response (Max 250 words):Click or tap here to enter text.

Scoring 4%

Please detail any aspects of your payment solution which you believe would lead to time efficiency savings at an Academy and Trust level.Response (Max 250 words):Click or tap here to enter text.

Scoring 5%


Please detail any additional modules included as part of your payment solutions at no additional cost (e.g. lettings, management of music lessons)Response (Max 250 words):Click or tap here to enter text.

Scoring 5%

Please detail any additional paid for modules available as part of your solution and how they can reduce workload or increase efficiency.Response (Max 500 words):Click or tap here to enter text.

Scoring 4%

Please detail the messaging reporting capabilities of your solution and how this can be used to ensure up to date contact details are available for multiple contacts of pupils.Response (Max 500 words):Click or tap here to enter text.

Scoring 5%

Please detail any aspects of your messaging solution which you believe would lead to time efficiency savings at an Academy and Trust level.


Response (Max 500 words):Click or tap here to enter text.

Scoring 5%

Please detail any automation or workflow features of your solution.

Response (Max 500 words):Click or tap here to enter text.

Scoring 5%

Please detail what security accreditations you hold and how you ensure that user logins are secure to the system.Response (Max 500 words):Click or tap here to enter text.

Scoring 4%

Please provide any further information you feel is relevant to this tender. Please note, this will not be scored directly, but may be used to help moderate tender scores, and for information and gathering an understanding of your experience within the sector.


Response (Max 750 Words):Click or tap here to enter text.


Appendix 2.0 Collusive Tendering Certificate

To: Finance Director, Our Lady of Lourdes Catholic Multi Academy Trust in response to Invitation to Tender for Preferred Supplier for Online Payments and Messaging Solution

I/We declare that:

1. This is a bona fide tender, intended to be competitive, and that I/we have not fixed or adjusted the amount of the tender by or in accordance with any agreement or arrangement with any other person.

2. I/We have not done and I/we undertake that I/we will not do at any time before the hour and date specified for the return of this tender any of the following acts:

a. communicate to a person other than the person calling for those tenders the amount, or approximate amount of the proposed tender except where disclosure, in confidence, of the approximate amount of the tender was necessary to obtain premium quotations required for the preparation of the tender;

b. enter into any agreement or arrangement with any other persons that they shall refrain from tendering or as to the amount of any tender to be submitted;

c. offer or pay or give or agree to pay or give any sum of money or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done in relation to any other tender or proposed tender for the said work any act or thing of the sort described above. We acknowledge that if we, or anyone who acts on our behalf behaves improperly or commits an offence under the Prevention of Corruption Acts 1889-1916, Our Lady of Lourdes Catholic Multi Academy Trust or the Academy tendering for services may cancel the contract and recover all costs and losses.

In this certificate, the word ‘person’ includes any persons or anybody or associated, corporate or unincorporated, and ‘any agreement or arrangement’ includes any such transaction, formal or informal, and whether legally binding or not.

Signature ………………………………………………………

Position held Click or tap here to enter text.

Name and Address of Supplier Click or tap here to enter text.

Dated Click or tap here to enter text.


Note to Organisation: Refusal to give this declaration and undertaking means that your tender will

not be considered.

Appendix 3.0 Confidentiality Agreement

Appendix 3: Confidentiality Agreement

To: Director of Estates and Facilities, Our Lady of Lourdes Catholic Multi Academy Trust in response to Invitation to Tender for Preferred Supplier for Online Payments and Messaging Solution

I/We declare that:

1. This agreement is made on the understanding that the disclosing party has, and will retain, all rights to the documents and files that are subject to copyright and their trademarks, whether registered or not, and other intellectual property. Further the receiving party hereby agrees that all information, whether oral, written or otherwise communicated that is supplied by the disclosing party in the course of the project shall be treated as confidential.

2. The receiving party undertakes not to use the information for any purpose, other than for the purpose of working within the project specification, without obtaining the prior written agreement of the disclosing party.

3. This agreement applies to technical and commercial information, intellectual property, as well as goodwill and know-how contained within the disclosed information and supplementary or supporting data howsoever communicated between the parties.

4. This agreement does not apply either to any information that is in the public domain, nor to information which the receiving party can demonstrate was:

a. already lawfully in their possession prior to its disclosure by the other party, or;b. acquired without the direct or indirect involvement of the disclosing party.

5. On request from the other party either party shall return any documents or other information relating to this agreement. No unauthorised copies in any form are permitted to be retained.

6. Signature to this agreement does not create a licence, title or interest in respect of any intellectual property rights of the disclosing party.

7. After three years from the date of this agreement both parties shall be relieved of all obligations under this agreement.

8. The receiving party and the disclosing party shall continue to comply with any existing signed confidentiality agreements that are relevant to this proposed procurement of online messaging and other associated services.

In this confidentiality agreement, the word ‘person’ includes any persons or anybody or associated, corporate or unincorporated, and ‘any agreement or arrangement’ includes any such transaction, formal or informal, and whether legally binding or not.

Signature ………………………………………………………

Position held Click or tap here to enter text.Name and Address of Contractor Click or tap here to enter text.



Note to Organisation: Refusal to give this declaration and undertaking means that your tender will

not be considered.

Appendix 4.0 Supplementary Tender Checklist

Appendix Title YES NO

1.1 Declaration ☐ ☐1.2 Appendix 1.2 Pricing Schedule ☐ ☐1.3 General Questionnaire ☐ ☐1.3 Evidence of accreditations enclosed / attached ☐ ☐2.0 Collusive Tendering Certificate ☐ ☐3.0 Confidentiality Agreement ☐ ☐4.0 Supplementary Tender Checklist ☐ ☐6.0 GDPR Third Party Due Dilligence ☐ ☐

Signature ………………………………………………………

Position held Click or tap here to enter text.Name and Address of Contractor Click or tap here to enter text.



Appendix 5.0 Terms and Conditions

CONTRACT FOR PREFERRED SUPPLIER FOR ONLINE PAYMENTS AND MESSAGING SOLUTION

THIS CONTRACT IS DATED [Insert in live ink the date the second party signs]

Parties:

1) Our Lady of Lourdes Catholic Multi-Academy Trust, a company registered in England under Company Number 07743523, whose registered office is at First Floor, Loxley House, Riverside Business Park, Tottle Road, Nottingham, NG2 1RT (“OLOL”); and

2) [Details] (“the Contractor”)

Recitals

The Contractor has agreed to provide the following services on the terms and conditions set out in this Contract: [brief details].

OLOL's reference number for this Contract is [Number].

1 Interpretation

1.1 In this Contract the following words shall mean:

“the Services”" the services to be performed by the Contractor as described in Schedule 1;

"Affiliate" in relation to a body corporate, any other entity which directly or indirectly Controls, is Controlled by, or is under direct or indirect


common Control with, that body corporate from time to time;

“Central Government Body”

“the Contract Manager”

means a body listed in one of the following sub-categories of the Central Government classification of the Public Sector Classification Guide, as published and amended from time to time by the Office for National Statistics:

(a) Government Department;

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

(c) Non-Ministerial Department; or

(d) Executive Agency;

William Ottewell

"Contractor Personnel" all employees, agents, Contractors and contractors of the Contractor and/or of any Sub-contractor;

“the Contractor’s Contract Manager

[Name of the Contractor’s Contract Manager]

“Confidential Information” OLOL's Confidential Information and/or the Contractor's Confidential Information;

"Contracting Authority" any contracting authority as defined in Regulation 5(2) of the Public Contracts (Works, Services and Supply) (Amendment) Regulations 2000 other than OLOL;

"Contractor Personnel" all employees, agents, consultants and contractors of the Contractor and/or of any Sub-contractor;

"Control" means that a person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the


other person (whether through the ownership of voting shares, by contract or otherwise) and "Controls" and "Controlled" shall be interpreted accordingly;

“Controller”, “Processor,” “Data Subject”, “Personal Data”, “Personal Data Breach”, “Data Protection Officer”

take the meaning given in the GDPR

“Crown” means Queen Elizabeth II and any successor

"Crown Body" any department, office or agency of the Crown;

“Data Loss Event” any event that results, or may result, in unauthorised access to Personal Data held by the Contractor 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.

“DPA 2018” Data Protection Act 2018

“Data Protection Impact Assessment”

an assessment by the Controller of the impact of the envisaged processing on the protection of Personal Data.

“Data Protection Legislation” (i) the GDPR, the LED and any applicable national implementing Laws as amended from time to time (ii) the DPA 2018 to the extent that it relates to processing of personal data and privacy; (iiii) all applicable Law about the processing of personal data and privacy;

“Data Subject 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.

"OLOL’s Confidential Information"

all Personal Data and any information, however it is conveyed, that relates to the business, affairs,


developments, trade secrets, know-how, personnel, and suppliers of OLOL, including all IPRs, together with all information derived from any of the above, and any other information clearly designated as being confidential (whether or not it is marked "confidential") or which ought reasonably be considered to be confidential;

"OLOL's Intellectual Property Rights"

means all Intellectual Property Rights comprised in or necessary for or arising from the performance of the Services

"Environmental Information Regulations"

the Environmental Information Regulations 2004 together with any guidance and/or codes of practice issues by the Information Commissioner or relevant Government Department in relation to such regulations;

"FOIA" the Freedom of Information Act 2000 and any subordinate legislation made under this Act from time to time together with any guidance and/or codes of practice issued by the Information Commissioner or relevant Government Department in relation to such legislation;

“GDPR” the General Data Protection Regulation (Regulation (EU) 2016/679)

“Her Majesty's Government” means the duly elected Government for the time being during the reign of Her Majesty and/or any department, committee, office, servant or officer of such Government

"Information" has the meaning given under section 84 of the Freedom of Information Act 2000;

"Intellectual Property Rights" means any copyright, rights in designs, database rights, domain names, trade marks, service marks, patents or any applications for any of the foregoing, know-how or similar rights or obligations (whether registerable or not) including Moral Rights as defined in Chapter IV of the Copyright, Designs and Patents Act 1988

“Joint Controllers” Where two or more Controllers jointly determine the purposes and means of


processing

“Law” means any law, subordinate legislation within the meaning of Section 21(1) of the Interpretation Act 1978, bye-law, enforceable right within the meaning of Section 2 of the European Communities Act 1972, regulation, order, regulatory policy, mandatory guidance or code of practice, judgment of a relevant court of law, or directives or requirements with which the Processor is bound to comply;

“LED” Law Enforcement Directive (Directive (EU) 2016/680)

"Personal Data" shall have the same meaning as set out in the Data Protection Act 1998;

“Processor Personnel” employees, agents, consultants and contractors of the Processor and/or of any Sub-Processor engaged in the performance of its obligations under this Contract.

“Property” means the property, other than real property, issued or made available to the Contractor by the Client / OLOL in connection with the Contract.

“Protective Measures” appropriate technical and organisational measures which may include: 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 the such measures adopted by it including those set out in the Contract.


“Regulatory Bodies” those government and regulatory, statutory and other entities, committees and bodies which, whether under statute, rules, regulations, codes of practice or otherwise, are entitled to regulate, investigate, or influence the matters dealt with in this Contract or any other affairs of OLOL and "Regulatory Body" shall be construed accordingly.

"Request for Information" a request for information or an apparent request under the Code of Practice on Access to Government Information, FOIA or the Environmental Information Regulations;

"SME" means a micro, small or medium-sized enterprise defined in accordance with the European Commission Recommendation 2003/361/EC and any subsequent revisions.

"Sub-contractor" the third party with whom the Contractor enters into a Sub-contract or its servants or agents and any third party with whom that third party enters into a Sub-contract or its servants or agents;

“Sub-processor” any third Party appointed to process Personal Data on behalf of the Contractor related to this Contract

"Working Day" any day other than a Saturday, Sunday or public holiday in England and Wales.

1.2 References to “Contract” mean this contract (and include the Schedules). References to “Clauses” and “Schedules” mean clauses of and schedules to this Contract. The provisions of the Schedules shall be binding on the parties as if set out in full in this Contract.

1.3 Reference to the singular include the plural and vice versa and references to any gender include both genders and the neuter. References to a person include any individual, firm, unincorporated association or body corporate.

2 Commencement and Continuation


The Contractor shall commence the Services on [enter start date] and, subject to Clause 10.1 shall complete the Services on or before [enter end date].

This Contract shall be deemed to have been effective from its date of execution.

3 Contractor's Obligations

3.1 The Contractor shall promptly and efficiently complete the Services in accordance with the provisions set out in Schedule 1, and any special conditions set out in Schedule 3. Where there is any conflict between the terms of this Contract and any special conditions set out in Schedule 3, the special conditions shall prevail.

3.2 The Contractor shall comply with the accounting and information provisions of Schedule 2.

3.3 The Contractor shall comply with all statutory provisions including all prior and subsequent enactments, amendments and substitutions relating to that provision and to any regulations made under it.

4 OLOL’s Obligations

OLOL will comply with the payment provisions of Schedule 2 provided that OLOL has received full and accurate information and documentation as required by Schedule 2 to be submitted by the Contractor for work completed to the satisfaction of OLOL.

5 Changes to OLOL's Requirements

5.1 OLOL shall notify the Contractor of any material change to OLOL's requirement under this Contract.

5.2 The Contractor shall use its best endeavours to accommodate any changes to the needs and requirements of OLOL provided that it shall be entitled to payment for any reasonable


additional costs it incurs as a result of any such changes. The amount of such reasonable additional costs to be agreed between the parties in writing.

6 Management

6.1 The Contractor shall promptly comply with all reasonable requests or directions of the Contract Manager in respect of the Services.

6.2 The Contractor shall address any enquiries about procedural or contractual matters in writing to the Contract Manager. Any correspondence relating to this Contract shall either quote the reference number set out in the Recitals to this Contract or otherwise unequivocally and uniquely identify this Contract.

7 Contractor's Employees and Sub-Contractors

7.1 Where the Contractor enters into a contract with a supplier or contractor for the purpose of performing its obligations under the Contract (the “Sub-contractor”) it shall ensure prompt payment in accordance with this clause 7.1. Unless otherwise agreed by OLOL in writing, the Contractor shall ensure that any contract requiring payment to a Sub-contractor shall provide for undisputed sums due to the Sub-contractor to be made within a specified period from the receipt of a valid invoice not exceeding:

7.1.1 10 days, where the Sub-contractor is an SME; or

7.1.2 30 days either, where the sub-contractor is not an SME, or where both the Contractor and the Sub-contractor are SMEs,

The Contractor shall comply with such terms and shall provide, at OLOL’s request, sufficient evidence to demonstrate compliance.

7.2 OLOL shall be entitled to withhold payment due under clause 7.1 for so long as the Contractor, in OLOL’s reasonable opinion, has failed to comply with its obligations to pay any Sub-contractors promptly in accordance with clause 7.1. For the avoidance of doubt OLOL shall not be liable to pay any interest or penalty in withholding such payment.

7.3 The Contractor shall take all reasonable steps to satisfy itself that its employees or sub-contractors (or their employees) are suitable in all respects to perform the Services.

7.4 The Contractor shall give to OLOL if so requested a list of all persons who are or may be at any time directly concerned with the performance of this Contract specifying the


capacity in which they are concerned with the provision of the Services and giving such other particulars as OLOL may reasonably require.

7.5 If OLOL notifies the Contractor that it considers that an employee or sub-contractor is not appropriately qualified or trained to provide the Services or otherwise is not providing the Services in accordance with this Contract, then the Contractor shall, as soon as is reasonably practicable, take all such steps as OLOL considers necessary to remedy the situation or, if so required by OLOL, shall remove the said employee or sub-contractor from providing the Services and shall provide a suitable replacement (at no cost to OLOL).

7.6 The Contractor shall take all reasonable steps to avoid changes of employees or sub-contractors assigned to and accepted to provide the Services under the Contract except whenever changes are unavoidable or of a temporary nature. The Contractor shall give at least one month's written notice to the Contract Manager of proposals to change key employees or sub-contractors.

7.7 The Contractor shall immediately notify OLOL if the Contractor has any concerns regarding the propriety of any of its sub-contractors in respect of work/services rendered in connection with this Contract.

7.8 The Contractor, its employees and sub-contractors (or their employees), whilst on OLOL premises, shall comply with such rules, regulations and requirements (including those relating to security arrangements) as may be in force from time to time.

7.9 The Contractor shall ensure the security of all the Property whilst in its possession, during the supply of the Services, in accordance with OLOL’s reasonable security requirements as required from time to time.

7.10 In addition to any other management information requirements set out in this Contract, the Contractor agrees and acknowledges that it shall, on request and at no charge, provide timely, full, accurate and complete SME Management Information (MI) Reports to OLOL including:

7.10.1 the total contract revenue received directly on a specific contract;

7.10.1 the total value of sub-contracted revenues under the contract (including revenues for non-SMEs/non-VCSEs); and

7.10.3 the total value of sub-contracted revenues to SMEs and VCSEs.


8 Intellectual Property Rights

8.1 It is acknowledged and agreed between the parties that all existing or future OLOL Intellectual Property Rights shall vest in OLOL absolutely.

8.2 Any Intellectual Property Rights of the Contractor which are in existence at the date of this Contract and which are comprised in or necessary for or arising from the performance of the Services owned by the Contractor ("Background Intellectual Property") shall remain in the ownership of the Contractor but in consideration of the fees payable pursuant to this Contract, the Contractor hereby grants to OLOL in respect of such Background Intellectual Property an irrevocable, non-exclusive, royalty-free, perpetual licence with rights to grant sub-licences.

8.3 The Contractor agrees that at the request and cost of OLOL it will and procure that the Contractor’s officers, employees and agents will at all times do all such reasonable acts and execute all such documents as may be reasonably necessary or desirable to ensure that the OLOL receives the full benefit of all of its rights under this Contract in respect of OLOL's Intellectual Property Rights or to assist in the resolution of any question concerning the Intellectual Property Rights.

8.4 The Contractor hereby waives any Moral Rights as defined at Chapter IV of the Copyright, Designs and Patents Act 1988.

8.5 The Contractor warrants:

8.5.1 that OLOL's Intellectual Property Rights comprise the original work of and were created by or on behalf of the Contractor;

8.5.2 that OLOL's Intellectual Property Rights have not and will not be copied wholly or in part from any other work or material;

8.5.3 That the use of or exercise by OLOL of its Intellectual Property Rights and the Background Intellectual Property will not infringe the rights of any third party;

8.5.4 that the Contractor has not granted or assigned any rights of any nature in OLOL's Intellectual Property Rights to any third party.

8.6 The Contractor shall ensure that any copyright materials produced by or on behalf of the Contractor shall be marked with the following copyright notice " © Our Lady of Lourdes Multi-Academy Trust [year of publication]".

9 Warranty and Indemnity


9.1 The Contractor warrants to OLOL that the obligations of the Contractor under this Contract will be performed by appropriately qualified and trained personnel with reasonable skill, care and diligence and to such high standards of quality as it is reasonable for OLOL to expect in all the circumstances. OLOL will be relying upon the Contractor's skill, expertise and experience in the performance of the Services and also upon the accuracy of all representations or statements made and the advice given by the Contractor in connection with the performance of the Services and the accuracy of any documents conceived, originated, made or developed by the Contractor as part of this Contract. The Contractor warrants that any goods supplied by the Contractor forming a part of the Services will be of satisfactory quality and fit for their purpose and will be free from defects in design, material and workmanship.

9.2 Without prejudice to any other remedy, if any part of the Services is not performed in accordance with this Contract then OLOL shall be entitled, where appropriate to:

9.2.1 require the Contractor promptly to re-perform or replace the relevant part of the Services without additional charge to OLOL; or

9.2.2 assess the cost of remedying the failure (“the Assessed Cost”) and to deduct from any sums due to the Contractor the Assessed Cost for the period that such failure continues.

9.3 The Contractor shall be liable for and shall indemnify OLOL in full against any expense, liability, loss, claim or proceedings arising under statute or at common law in respect of personal injury to or death of any person whomsoever or loss of or damage to property whether belonging to OLOL or otherwise arising out of or in the course of or caused by the provision of the Services.

9.4 The Contractor shall be liable for and shall indemnify OLOL against any expense, liability, loss, claim or proceedings arising as a result of or in connection with any breach of the terms of this Contract or otherwise through the default of the Contractor

9.5 All property of the Contractor whilst on OLOL's premises shall be there at the risk of the Contractor and OLOL shall accept no liability for any loss or damage howsoever occurring to it.


9.6 The Contractor shall ensure that it has adequate insurance cover with an insurer of good repute to cover claims under this Contract or any other claims or demands which may be brought or made against it by any person suffering any injury, damage or loss in connection with this Contract. The Contractor shall upon request produce to OLOL, its policy or policies of insurance, together with the receipt for the payment of the last premium in respect of each policy or produce documentary evidence that the policy or policies are properly maintained.

10 Termination

10.1 This Contract may be terminated by OLOL giving to the Contractor at least thirty (30) days’ notice in writing.

10.2 In the event of any breach of this Contract by either party, the other party may serve a notice on the party in breach requiring the breach to be remedied within a period specified in the notice which shall be reasonable in all the circumstances. If the breach has not been remedied by the expiry of the specified period, the party not in breach may terminate this Contract with immediate effect by notice in writing.

10.3 In the event of a material breach of this Contract by either party, the other party may terminate this Contract with immediate effect by notice in writing.

10.4 This Contract may be terminated by OLOL with immediate effect by notice in writing if at any time any of the following apply:

If the Contractor is a Company:

10.4.1 the Contractor passes a resolution that it be wound-up or that an application be made for an administration order or the Contractor applies to enter into a voluntary arrangement with its creditors; or

10.4.2 a receiver, liquidator, administrator, supervisor or administrative receiver be appointed in respect of the Contractor's property, assets or any part thereof; or


10.4.3 the court orders that the Contractor be wound-up or a receiver of all or any part of the Contractor's assets be appointed; or

10.4.4 the Contractor is unable to pay its debts in accordance with Section 123 of the Insolvency Act 1986; or

10.4.5 there is a change in the legal or beneficial ownership of 50% or more of the Contractor's share capital issued at the date of this Contract or there is a change in the control of the Contractor, unless the Contractor has previously notified OLOL in writing. For the purpose of this Sub-Clause 10.4.5 “control” means the power of a person to secure that the affairs of the Contractor are conducted in accordance with the wishes of that person by means of the holding of shares or the possession of voting power; or

10.4.6 the Contractor is convicted (or being a company, any officers or representatives of the Contractor are convicted) of a criminal offence related to the business or professional conduct; or

10.4.7 the Contractor commits (or being a company, any officers or representatives of the Contractor commit) an act of grave misconduct in the course of the business; or

10.4.8 the Contractor fails (or being a company, any officers or representatives of the Contractor fail) to fulfil its obligations relating to the payment of Social Security contributions; or

10.4.9 the Contractor fails (or being a company, any officers or representatives of the Contractor fail) to fulfil its obligations relating to payment of taxes; or

10.4.10 the Contractor fails (or being a company, any officers or representatives of the Contractor fail) to disclose any serious misrepresentation in supplying information required by OLOL in or pursuant to this Contract; or

if the Contractor is an individual or a partnership:


10.4.11 in England and Wales, a petition is presented for the Contractor's bankruptcy or a criminal bankruptcy order is made against the Contractor or it makes any composition or arrangement with or for the benefit of creditors or makes any conveyance or assignment for the benefit of creditors; or

10.4.12 in Scotland, if the Contractor becomes apparently insolvent within the meaning of Section 7 of the Bankruptcy (Scotland) act 1985; or

10.4.13 where the Contractor is a firm or a number of persons acting together in any capacity (including as trustees), any event referred to in Sub-Clauses 10.4.1 or 10.4.2 occurs in respect of any partner in the firm or any of those persons (including any trustees); or

10.4.14 the Contractor is convicted (or being a company, any officers or representatives of the Contractor are convicted) of a criminal offence related to the business or professional conduct; or

10.4.15 the Contractor commits (or being a company, any officers or representatives of the Contractor commit) an act of grave misconduct in the course of the business; or

10.4.16 the Contractor fails (or being a company, any officers or representatives of the Contractor fail) to fulfil its obligations relating to the payment of Social Security contributions; or

10.4.17 the Contractor fails (or being a company, any officers or representatives of the Contractor fail) to fulfil its obligations relating to payment of taxes; or

10.4.18 the Contractor fails (or being a company, any officers or representatives of the Contractor fail) to disclose any serious misrepresentation in supplying information required by OLOL in or pursuant to this Contract.

10.5 Nothing in this Clause 10 shall affect the coming into, or continuance in force of any provision of this Contract which is expressly or by implication intended to come into force or continue in force upon termination of this Contract.


11 Status of Contractor

11.1 In carrying out its obligations under this Contract the Contractor agrees that it will be acting as principal and not as the agent of OLOL.

11.2 The Contractor shall not say or do anything that may lead any other person to believe that the Contractor is acting as the agent of OLOL.

12 Confidentiality

12.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each party shall:

12.1.1 treat the other party's Confidential Information as confidential and safeguard it accordingly; and

12.1.2 not disclose the other party's Confidential Information to any other person without the owner's prior written consent.

12.2 Clause 12 shall not apply to the extent that:

12.2.1 such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, Code of Practice on Access to Government Information or the Environmental Information Regulations pursuant to Clause 13 (Freedom of Information);

12.2.2 such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner;

12.2.3 such information was obtained from a third party without obligation of confidentiality;

12.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or


12.2.5 it is independently developed without access to the other party's Confidential Information.

12.3 The Contractor may only disclose OLOL's Confidential Information to the Contractor Personnel who are directly involved in the provision of the Project and who need to know the information, and shall ensure that such Contractor Personnel are aware of and shall comply with these obligations as to confidentiality.

12.4 The Contractor shall not, and shall procure that the Contractor Personnel do not, use any of OLOL's Confidential Information received otherwise than for the purposes of this Contract.

12.5 The Contractor shall ensure that its employees, servants or such professional advisors or consultants are aware of the Contractor’s obligations under this Contract.

12.6 Nothing in this Contract shall prevent OLOL from disclosing the Contractor's Confidential Information:

12.6.1 on a confidential basis to any Central Government Body for any proper purpose of OLOL or of the relevant Central Government Body;

12.6.2 to Parliament and Parliamentary Committees or if required by any Parliamentary reporting requirement;

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

12.6.4 on a confidential basis to a professional adviser, consultant, supplier or other person engaged by any of the entities described in Clause 12.6.1 (including any benchmarking organisation) for any purpose relating to or connected with this Contract;

12.6.5 on a confidential basis for the purpose of the exercise of its rights under this Contract, including audit rights, step-in rights and exit management rights; or


12.6.6 on a confidential basis to a proposed successor body in connection with any assignment, novation or disposal of any of its rights, obligations or liabilities under this Contract.

12.7 OLOL shall use all reasonable endeavours to ensure that any Central Government Body, employee, third party or Sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to clause 12 is made aware of OLOL's obligations of confidentiality.

12.8 Nothing in this clause 12 shall prevent either party from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in a disclosure of the other party's Confidential Information or an infringement of Intellectual Property Rights.

12.9 The parties acknowledge that, except for any information which is exempt from disclosure in accordance with the provisions of the FOIA, the content of this Contract is not Confidential Information. OLOL shall be responsible for determining in its absolute discretion whether any of the content of the Contract is exempt from disclosure in accordance with the provisions of the FOIA.

12.10 Subject to Clause 12.9, the Contractor hereby gives its consent for OLOL to publish the Contract in its entirety, including from time to time agreed changes to the Contract, to the general public.

12.11 OLOL may consult with the Contractor to inform its decision regarding any redactions but OLOL shall have the final decision in its absolute discretion.

12.12 The Contractor shall assist and cooperate with OLOL to enable OLOL to publish this Contract.

13 Freedom of Information

13.1 The Contractor acknowledges that OLOL is subject to the requirements of the FOIA and the Environmental Information Regulations and shall assist and cooperate with OLOL to enable OLOL to comply with its information disclosure obligations.


13.2 The Contractor shall and shall procure that its Sub-contractors shall:

13.2.1 transfer to OLOL all Requests for Information that it receives as soon as practicable and in any event within two Working Days of receiving a Request for Information;

13.2.2 provide OLOL with a copy of all Information in its possession, or power in the form that OLOL requires within five Working Days (or such other period as OLOL may specify) of OLOL's request; and

13.2.3 provide all necessary assistance as reasonably requested by OLOL to enable OLOL to respond to the Request for Information within the time for compliance set out in section 10 of the FOIA or regulation 5 of the Environmental Information Regulations.

13.3 OLOL shall be responsible for determining in its absolute discretion and notwithstanding any other provision in this Contract or any other agreement whether any Information is exempt from disclosure in accordance with the provisions of the FOIA or the Environmental Information Regulations.

13.4 In no event shall the Contractor respond directly to a Request for Information unless expressly authorised to do so by OLOL.

13.5 The Contractor acknowledges that (notwithstanding the provisions of Clause 13) OLOL may, acting in accordance with the Ministry of Justice’s Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the Freedom of Information Act 2000 (“the Code”), be obliged under the FOIA, or the Environmental Information Regulations to disclose information concerning the Contractor or the Project:

13.5.1 in certain circumstances without consulting the Contractor; or

13.5.2 following consultation with the Contractor and having taken their views into account;

provided always that where 13.5.1 applies OLOL shall, in accordance with any recommendations of the Code, take reasonable steps, where appropriate, to give the Contractor advanced notice, or failing that, to draw the disclosure to the Contractor’s


attention after any such disclosure.

13.6 The Contractor shall ensure that all Information is retained for disclosure and shall permit OLOL to inspect such records as requested from time to time.

14 Access and Information

The Contractor shall provide access at all reasonable times to OLOL's internal auditors or other duly authorised staff or agents to inspect such documents as OLOL considers necessary in connection with this Contract and where appropriate speak to the Contractor’s employees.

15 Transfer of Responsibility on Expiry or Termination

15.1 The Contractor shall, at no cost to OLOL, promptly provide such assistance and comply with such timetable as OLOL may reasonably require for the purpose of ensuring an orderly transfer of responsibility upon the expiry or other termination of this Contract. OLOL shall be entitled to require the provision of such assistance both prior to and, for a reasonable period of time after the expiry or other termination of this Contract.

15.2 Such assistance may include (without limitation) the delivery of documents and data in the possession or control of the Contractor which relate to this Contract, including the documents and data, if any, referred to in the Schedule.

15.3 The Contractor undertakes that it shall not knowingly do or omit to do anything which may adversely affect the ability of OLOL to ensure an orderly transfer of responsibility.

16 Tax Indemnity

16.1 Where the Contractor is liable to be taxed in the UK in respect of consideration received under this contract, it shall at all times comply with the Income Tax (Earnings and Pensions) Act 2003 (ITEPA) and all other statutes and regulations relating to income tax in respect of that consideration. Where OLOL has deemed the Contractor to be an Off-Payroll Contractor as defined by Her Majesty’s Revenue and Customs OLOL reserves the right to calculate Income Tax and pay it to HMRC. The amounts will be deducted


from the Contractor’s fee for the work provided.

16.2 Where the Contractor is liable to National Insurance Contributions (NICs) in respect of consideration received under this contract, it shall at all times comply with the Social Security Contributions and Benefits Act 1992 (SSCBA) and all other statutes and regulations relating to NICs in respect of that consideration. Where OLOL has deemed the Contractor to be an Off-Payroll Contractor as defined by Her Majesty’s Revenue and Customs OLOL reserves the right to calculate primary (employee) National Insurance contributions (NICs) and pay them to HMRC. The amounts will be deducted from the Contractor’s fee for the work provided.

16.3 OLOL may, at any time during the term of this contract, ask the Contractor to provide information which demonstrates how the Contractor complies with Clauses 16.1 and 16.2 above or why those Clauses do not apply to it.

16.4 A request under Clause 16.3 above may specify the information which the Contractor must provide and the period within which that information must be provided.

16.5 OLOL may terminate this contract if -

(a) in the case of a request mentioned in Clause 16.3 above if the Contractor:

(i) fails to provide information in response to the request within a reasonable time,

or

(ii) provides information which is inadequate to demonstrate either how the Contractor complies with Clauses 16.1 and 16.2 above or why those Clauses do not apply to it;

(b) in the case of a request mentioned in Clause 16.4 above, the Contractor fails to provide the specified information within the specified period, or

(c) it receives information which demonstrates that, at any time when Clauses 16.1 and 16.2 apply, the Contractor is not complying with those Clauses.

16.6 OLOL may supply any information which it receives under Clause 16.3 to the Commissioners of Her Majesty’s Revenue and Customs for the purpose of the collection and management of revenue for which they are responsible.

If the Contractor is a Company:

16.7 The Contractor warrants and represents to the OLOL that it is an independent contractor and, as such, bears sole responsibility for the payment of tax and national insurance contributions which may be found due from it in relation to any payments or


arrangements made under this Contract or in relation to any payments made by the Contractor to its officers or employees in connection with this Contract;

16.8 The Contractor will account to the appropriate authorities for any income tax, national insurance, VAT and all other taxes, liabilities, charges and duties relating to any payments made to the Contractor under this Contract or in relation to any payments made by the Contractor to its officers or employees in connection with this Contract;

16.9 The Contractor shall indemnify OLOL against any liability, assessment or claim made by the HM Revenue and Customs or any other relevant authority arising out of the performance by the parties of their obligations under this Contract (other than in respect of employer's secondary national insurance contributions) and any costs, expenses, penalty fine or interest incurred or payable by OLOL in connection with any such assessment or claim; and

16.10 The Contractor authorises OLOL to provide the HM Revenue and Customs and all other departments or agencies of the Government with any information which they may request as to fees and/or expenses paid or due to be paid under this Contract whether or not OLOL is obliged as a matter of law to comply with such request;

If the Contractor is an individual or a partnership:

16.7 The Contractor warrants and represents to OLOL that it is an independent contractor and, as such, bears sole responsibility for the payment of tax and national insurance contributions which may be found due from it in relation to any payments or arrangements made under this Contract. The Contractor shall promptly and regularly pay all National Insurance Contributions due from it as a self-employed person and shall account to the HM Revenue and Customs for all taxes due from it in respect of the payments made to it under this Contract;

16.8 If, notwithstanding Clause Error: Reference source not found7, the HM Revenue and Customs and/or any other appropriate agency consider that the Contractor is an employee of OLOL for the purposes of tax and/or national insurance contributions; then OLOL shall be entitled to terminate this Contract immediately and deduct from the payments payable to the Contractor under the terms of this Contract, such sums as the HM Revenue and Customs and/or other agencies require in respect of income tax and employee national insurance contributions. The deduction of such tax and national insurance contributions will not affect the status of the Contractor as self-employed for all other purposes;

16.9 Without prejudice to the provisions of Clause 16.8 above, the Contractor shall indemnify OLOL against any liability, assessment or claim made by the HM Revenue and Customs or any other relevant authority arising out of the performance by the parties of their obligations under this Contract (other than in respect of employer's secondary national insurance contributions) and any costs, expenses, penalty fine or interest incurred or payable by OLOL in connection with any such assessment or claim;


16.10 The Contractor authorises OLOL to provide the HM Revenue and Customs and all other departments or agencies of the Government with any information which they may request as to fees and/or expenses paid or due to be paid under this Contract whether or not OLOL is obliged as a matter of law to comply with such request; and

16.11 The Contractor shall register for value added tax if and when required by law and shall promptly notify the Department for Work and Pensions of its liability for Class 2 and, where appropriate, Class 4 national insurance contributions.

If the Contract has a value over £5M:

16.12 The Contractor represents and warrants that as at the Date of this Contract, it has notified OLOL in writing of any Occasions of Tax Non-Compliance or any litigation that it is involved in that is in connection with any Occasions of Tax Non Compliance.

16.13 If at any point during the Term, an Occasion of Tax Non-Compliance occurs, the Contractor shall:

a) notify OLOL in writing of such fact within 5 Working Days of its occurrence; and

b) promptly provide OLOL with:

i) details of the steps which the Contractor is taking to address the Occasion of Tax Non-Compliance and to prevent the same from recurring, together with any mitigating factors that it considers relevant; and

ii) such other information in relation to the Occasion of Tax Non-Compliance as OLOL may reasonably require.

16.14 In the event that:

(a) the warranty given by the Contractor pursuant to Clause 16.1 is materially untrue; or

(b) the Contractor commits a material breach of its obligation to notify OLOL of any Occasion of Tax Non-Compliance as required by Clause 16.2; or


(c) the Contractor fails to provide details of proposed mitigating factors which in the reasonable opinion of OLOL, are acceptable

OLOL shall be entitled to terminate this Contract with immediate effect by notice in writing.

17 Data Protection

17.1 The Parties acknowledge that for the purposes of the Data Protection Legislation, OLOL or the Customer is the Controller and the Contractor is the Processor, unless otherwise specified in Schedule 3a. The only processing that the Processor is authorised to do is listed in Schedule 3a by the Controller and may not be determined by the Processor.

17.2 The Processor shall notify the Controller immediately if it considers that any of the Controller's instructions infringe the Data Protection Legislation.

17.3 The Processor shall provide all reasonable assistance to the Controller in the preparation of any Data Protection Impact Assessment prior to commencing any processing. Such assistance may, at the discretion of the Controller, include:

(a) a systematic description of the envisaged processing operations and the purpose of the processing;

(b) an assessment of the necessity and proportionality of the processing operations in relation to the Services;

(c) an assessment of the risks to the rights and freedoms of Data Subjects; and

(d) the measures envisaged to address the risks, including safeguards, security measures and mechanisms to ensure the protection of Personal Data.

17.4 The Processor shall, in relation to any Personal Data processed in connection with its obligations under this Contract:

(a) process that Personal Data only in accordance with Schedule 3a , unless the Processor is required to do otherwise by Law. If it is so required the Processor


shall promptly notify the Controller before processing the Personal Data unless prohibited by Law;

(b) ensure that it has in place Protective Measures, which are appropriate to protect against a Data Loss Event, which the Controller may reasonably reject (but failure to reject shall not amount to approval by the Controller of the adequacy of the Protective Measures), having taken account of the:

(i) nature of the data to be protected;

(ii) harm that might result from a Data Loss Event;

(iii) state of technological development; and

(iv) cost of implementing any measures;

(c) ensure that:

(i) the Processor Personnel do not process Personal Data except in accordance with this Contract (and in particular Schedule 3a);

(ii) it takes all reasonable steps to ensure the reliability and integrity of any Processor Personnel who have access to the Personal Data and ensure that they:

(A) are aware of and comply with the Processor’s duties under this clause;

(B) are subject to appropriate confidentiality undertakings with the Processor or any Sub-processor;

(C) are informed of the confidential nature of the Personal Data and do not publish, disclose or divulge any of the Personal Data to any third Party unless directed in writing to do so by the Controller or as otherwise permitted by this Contract; and

(D) have undergone adequate training in the use, care, protection and handling of Personal Data; and

(d) not transfer Personal Data outside of the EU unless the prior written consent of the Controller has been obtained and the following conditions are fulfilled:


(i) the Controller or the Processor has provided appropriate safeguards in relation to the transfer (whether in accordance with GDPR Article 46 or LED Article 37) as determined by the Controller;

(ii) the Data Subject has enforceable rights and effective legal remedies;

(iii) the Processor complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred (or, if it is not so bound, uses its best endeavours to assist the Controller in meeting its obligations); and

(iv) the Processor complies with any reasonable instructions notified to it in advance by the Controller with respect to the processing of the Personal Data;

(e) 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.

17.5 Subject to clause 17.6, the Processor shall notify the Controller immediately if it:

(a) receives a Data Subject Request (or purported Data Subject Request);

(b) receives a request to rectify, block or erase any Personal Data;

(c) receives any other request, complaint or communication relating to either Party's obligations under the Data Protection Legislation;

(d) receives any communication from the Information Commissioner or any other regulatory authority in connection with Personal Data processed under this Contract;

(e) receives a request from any third Party for disclosure of Personal Data where compliance with such request is required or purported to be required by Law; or

(f) becomes aware of a Data Loss Event.

17.6 The Processor’s obligation to notify under clause 17.5 shall include the provision of further information to the Controller in phases, as details become available.

17.7 Taking into account the nature of the processing, the Processor shall provide the Controller with full assistance in relation to either Party's obligations under Data Protection


Legislation and any complaint, communication or request made under clause 17.5 (and insofar as possible within the timescales reasonably required by the Controller) including by promptly providing:

(a) the Controller with full details and copies of the complaint, communication or request;

(b) such assistance as is reasonably requested by the Controller to enable the Controller to comply with a Data Subject Request within the relevant timescales set out in the Data Protection Legislation;

(c) the Controller, at its request, with any Personal Data it holds in relation to a Data Subject;

(d) assistance as requested by the Controller following any Data Loss Event;

(e) assistance as requested by the Controller with respect to any request from the Information Commissioner’s Office, or any consultation by the Controller with the Information Commissioner's Office.

17.8 The Processor shall maintain complete and accurate records and information to demonstrate its compliance with this clause. This requirement does not apply where the Processor employs fewer than 250 staff, unless:

(a) the Controller determines that the processing is not occasional;

(b) the Controller determines the processing includes special categories of data as referred to in Article 9(1) of the GDPR or Personal Data relating to criminal convictions and offences referred to in Article 10 of the GDPR; and

(c) the Controller determines that the processing is likely to result in a risk to the rights and freedoms of Data Subjects.

17.9 The Processor shall allow for audits of its Data Processing activity by the Controller or the Controller’s designated auditor.

17.10 Each Party shall designate its own data protection officer if required by the Data Protection Legislation.

17.11 Before allowing any Sub-processor to process any Personal Data related to this Contract, the Processor must:


(a) notify the Controller in writing of the intended Sub-processor and processing;

(b) obtain the written consent of the Controller;

(c) enter into a written agreement with the Sub-processor which give effect to the terms set out in this clause 17 such that they apply to the Sub-processor; and

(d) provide the Controller with such information regarding the Sub-processor as the Controller may reasonably require.

17.12 The Processor shall remain fully liable for all acts or omissions of any Sub-processor.

17.13 The Controller may, at any time on not less than 30 Working Days’ notice, revise this clause by replacing it with any applicable controller-to-processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when incorporated by attachment to this Contract).

17.14 The Parties agree to take account of any guidance issued by the Information Commissioner’s Office. The Controller may on not less than 30 Working Days’ notice to the Processor amend this Contract to ensure that it complies with any guidance issued by the Information Commissioner’s Office.

17.15 Where the Parties include two or more Joint Controllers, as identified in Schedule 3a in accordance with GDPR Article 26, those Parties shall enter into a Joint Controller agreement based on the terms outlined in Schedule 3b in replacement of Clauses 17.1 - 17.14 for the Personal Data under Joint Control.

18 Amendment and variation

No amendment or variation to this Contract shall be effective unless it is in writing and signed by or on behalf of each of the parties hereto. The Contractor shall comply with any formal procedures for amending or varying contracts which OLOL may have in place from time to time.

19 Assignment and Sub-contracting


The benefit and burden of this Contract may not be assigned or sub-contracted in whole or in part by the Contractor without the prior written consent of OLOL. Such consent may be given subject to any conditions which OLOL considers necessary. OLOL may withdraw its consent to any sub-contractor where it no longer has reasonable grounds to approve of the sub-contractor or the sub-contracting arrangement and where these grounds have been presented in writing to the Contractor.

20 The Contract (Rights of Third Parties) Act 1999

This Contract is not intended to create any benefit, claim or rights of any kind whatsoever enforceable by any

person not a party to the Contract.

21 Waiver

No delay by or omission by either Party in exercising any right, power, privilege or remedy under this Contract shall operate to impair such right, power, privilege or remedy or be construed as a waiver thereof. Any single or partial exercise of any such right, power, privilege or remedy shall not preclude any other or further exercise thereof or the exercise of any other right, power, privilege or remedy.

22 Notices

22.1 Any notice, demand or communication in connection with the Contract shall be in writing and may be delivered by hand, pre-paid first class post or (where being sent to an address in a different country to where posted) airmail, or e-mail, addressed to the recipient at its registered office or its address (or such other address, or e-mail address as may be notified in writing from time to time).

22.2 The notice, demand or communication shall be deemed to have been duly served:

22.2.1 if delivered by hand, when left at the proper address for service;

22.2.2 if given or made by prepaid first class post 48 hours after being posted or in the case of airmail 14 days after being posted;

22.2.3 if made by e-mail, at the time of transmission, dispatched as a pdf attachment to an e-mail to the correct e-mail address without any error message or, in the case of transmission by e-mail where the time of transmission is not between 9.00 am and


5.00 pm, service shall be deemed to occur at 9.00 am on the next following Business Day (such times being local time at the address of the recipient).

23 Dispute resolution

23.1 The Parties shall use all reasonable endeavours to negotiate in good faith and settle amicably any dispute that arises during the continuance of this Contract.

23.2 Any dispute not capable of resolution by the parties in accordance with the terms of Clause 23 shall be settled as far as possible by mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure.

23.3 No party may commence any court proceedings/arbitration in relation to any dispute arising out of this Contract until they have attempted to settle it by mediation, but any such mediation may be terminated by either party at any time of such party wishing to commence court proceedings/arbitration.

24 Discrimination

24.1 The Contractor shall not unlawfully discriminate within the meaning and scope of any law, enactment, order, or regulation relating to discrimination (whether in race, gender, religion, disability, sexual orientation or otherwise) in employment.

24.2 The Contractor shall take all reasonable steps to secure the observance of Clause 24.1 by all servants, employees or agents of the Contractor and all suppliers and sub-contractors employed in the execution of the Contract.

25 Law and Jurisdiction

This Contract shall be governed by and interpreted in accordance with English Law and the parties submit to the jurisdiction of the English courts.

As witness the hands of the parties


Authorised to sign for and on Authorised to sign for and on

behalf of Our Lady of Lourdes behalf of [insert full name

Catholic Multi-Academy Trust of Contractor]

Signature: Signature:

Name in CAPITALS: Name in CAPITALS:

Position in Organisation: Position in Organisation:

Address in full: Address in full:

First Floor, Loxley House,

Riverside Business Park,

Tottle Road,

Nottingham

NG2 1RT

Date: Date:


Schedule 1:

1 Background

[Details]

2 Aim

2.1 The Contractor shall use all reasonable endeavours to achieve the following aims and objectives:

[Details]

[Details]

[Details]

3 Methodology

The Contractor shall perform the tasks detailed in the following Schedule of Work:

SCHEDULE OF WORK

Task Output Date Required


End of Schedule 1


Schedule 2

1 All invoices shall be sent to Our Lady of Lourdes Catholic Multi-Academy Trust, First Floor, Loxley House, Riverside Business Park, Tottle Road, Nottingham, NG2 1RT. OLOL undertakes to pay correctly submitted invoices within 30 days of receipt. Any correctly submitted invoices that are not paid within 30 days will be subject to the provisions of the Late Payment of Commercial Debt (Interest) Act 1998. A correct invoice is one that: is delivered in timing in accordance with the contract; is for the correct sum; is in respect of goods/services supplied or delivered to the required quality; includes the date, supplier name, contact details and bank details; quotes the relevant purchase order/contract reference or otherwise unequivocally and uniquely identifies this Contract; and has been delivered to the nominated address. If any problems arise, contact OLOL's Contract Manager. OLOL aims to reply to complaints within 10 working days. OLOL shall not be responsible for any delay in payment caused by an incomplete or illegible invoice.

2 The Contractor shall have regard to the need for economy in all expenditure. Where any expenditure in any invoice, in OLOL's reasonable opinion, is excessive having due regard to the purpose for which it was incurred, OLOL shall only be liable to reimburse so much (if any) of the expenditure disallowed as, in OLOL's reasonable opinion after consultation with the Contractor, would reasonably have been required for that purpose.

3 Not used

4 OLOL shall not be obliged to pay any invoice or invoices until the Contractor has carried out all the elements of the Service specified in Schedule 1 to which the invoice or invoices relate. OLOL shall be invoiced monthly in arrears for core services, and invoices on order for any messaging bundles purchased as required.

5 It shall be the responsibility of the Contractor to ensure that the invoice or invoices cover all outstanding expenditure for which reimbursement may be claimed. On payment of the invoice or invoices by OLOL all amounts due to be reimbursed under this Contract shall be deemed to have been paid and OLOL shall have no further liability to make reimbursement of any kind. All invoices shall be submitted not later than 120 days after the date of completion of the Services to which they relate.


End of Schedule 2


Schedule 3

Schedule 3a

Processing, Personal Data and Data Subjects

This Schedule shall be completed by the Controller, who may take account of the view of the Processor(s), however the final decision as to the content of this Schedule shall be with the Controller at its absolute discretion.

1. The contact details of the Controller’s Data Protection Officer are: [Insert Contact details]

2. The contact details of the Processor’s Data Protection Officer are: [Insert Contact details]

3. The Processor shall comply with any further written instructions with respect to processing by the Controller.

4. Any such further instructions shall be incorporated into this Schedule.

Description Details

Identity of the Controller and Processor

The Parties acknowledge that for the purposes of the Data Protection Legislation, OLOL or the Customer is the Controller and the Contractor is the Processor in accordance with Clause 17.1.

Subject matter of the processing

Duration of the processing


Nature and purposes of the processing

Type of Personal Data

Categories of Data Subject

Plan for return and destruction of the data

once the processing is complete UNLESS requirement under union or member state law to preserve that type of data


Schedule 3b Joint Controller Agreement

[Delete all of the following words and replace with “Not used” if the Parties are not Joint Controllers for the purposes of the Data Protection Legislation.]

Notwithstanding Clause 17.1, the Parties acknowledge that they are also Joint Controllers for the purposes of the Data Protection Legislation in respect of:

[Insert the scope of Personal Data for which the purposes and means of the processing is determined by both Parties]

In respect of Personal Data under Joint Control, Clause 17.1 - 17.15 will not apply and the Parties agree to put in place a Joint Controller Agreement as outlined in Schedule 3b instead.

[In this Schedule the Parties must outline each party’s responsibilities for:

● providing information to data subjects under Article 13 and 14 of the GDPR.

● responding to data subject requests under Articles 15-22 of the GDPR

● notifying the Information Commissioner (and data subjects) where necessary about data breaches

● maintaining records of processing under Article 30 of the GDPR

● carrying out any required Data Protection Impact Assessment

● The agreement must include a statement as to who is the point of contact for data subjects.

The essence of this relationship shall be published.

You may wish to incorporate some clauses equivalent to those specified in Clause 1.2-1.14.

You may also wish to include an additional clause apportioning liability between the parties arising out of data protection of data that is jointly controlled.

Where there is a Joint Control relationship, but no controller to processor relationship under the contract, this completed Schedule 3b should be used instead of Clause 17.1 - 17.15 and Schedule 3a.]


Appendix 6.0 Data Protection Third Party Due Diligence

This document is provided by a Data Controller to a Data Processor to comply with the duty of the former to assist with definitions and duties as defined in Recital 95 of the General Data Protection Regulation.

Its purpose is to assess the level of compliance within your organisation. It is our belief that you are a Processor who handles personal data of individuals on our behalf, and as such we are required to enter into an agreement with you. Prior to that we have a duty to ensure the processor’s security arrangements are at least equivalent to the security that we are required to have in place as if we were processing the data ourselves. Please refer to the full requirements that we will be asking of you within Article 28 of GDPR.

Please provide the following information on your organisation for record purposes:

Organisation Name:Address:

Contact person:Email address:Telephone number:


Question Response

Do you have a Data Protection Officer or another role responsible for data protection? If so, please provide their name and contract details.

Please provide a summary of the activities undertaken to ensure compliance with the GDPR.

What personal data do you process on behalf of [TRUST/SCHOOL]?

For what purpose do you process this personal data?

“Purpose” is the specific reason why you are processing the data.

What are the risks to data subjects’ rights and freedoms if the personal data is destroyed, lost, altered, disclosed without authority, or accessed without authority?

Consider likelihood and severity.

In what countries is data stored?

4. The ability to restore the availability and access to the personal data in a timely manner in the event of physical or technical incident;

5. The process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for


ensuring the security of the processing.

Do you have any security accreditations (e.g. ISO27001)? If so, please provide evidence of certification.

Do you engage sub-processors?

Provide details of who and which data they process.

How do you ensure that your sub-processors have appropriate technical and security measures to ensure a level of security appropriate to the risk?

If your sub processors are in a third country, what steps do you take to ensure the transfer is legitimate under the GDPR?

What provisions do you have in place to either delete or return the personal data once the service comes to an end?

What provisions/training do you have in place to ensure that your employees process the personal data in accordance with [TRUST/SCHOOL]’s instructions?

What process do you have in place to identify personal data breaches and notify [TRUST/SCHOOL] without undue delay?

Do you have a formal Disaster Recovery Plan? If so, please specify the disaster recovery location and provide a copy of the plan.

Do you have a Data Security Breach Management plan, if so, has it ever been put into practice?


Have you performed internal / external technical vulnerability assessments? Was the assessment performed internally or by a 3rd party? Please provide a summary of the assessment.

Do you have formal data protection policies and procedure in place? If so, please provide copies of the following or their equivalents:

Information Security Policy

Data Protection Policy

Fair Processing Notices

Breach Reporting Policy

Disaster Recovery/Business Continuity Plan

Please sign below in confirmation that the information declared within this questionnaire is correct:

Data Processor/Supplier Confirmation:

Signed: Date:Print Name: Position:


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