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CONSULTANCY SERVICES

TERMS & CONDITIONS

FOR:

ORGANISATIONAL CONSULTANCY

FUNCTIONAL CONSULTANCY

FINANCIAL CONSULTANCY

CONTENTS

Clause Page No

ANNEX A ALTERNATIVE & ADDITIONAL CLAUSES 29

IT IS AGREED AS FOLLOWS:

  1. INTERPRETATIONS

    1. As used in this Contract:

      1. the terms and expressions set out in Schedule 2-1 shall have the meanings ascribed therein;

      2. the masculine includes the feminine and the neuter;

      3. the singular includes the plural and vice versa; and

      4. the words “include”, “includes” and “including” are to be construed as if they were immediately followed by the words “without limitation”.

    2. A reference to any statute, enactment, order, regulation or other similar instrument shall be construed as a reference to the statute, enactment, order, regulation or instrument as amended by any subsequent statute, enactment, order, regulation or instrument or as contained in any subsequent re-enactment thereof.

    3. A reference to any document other than as specified in Clause 1.2 shall be construed as a reference to the document as at the date of execution of this Contract.

    4. Headings are included in this Contract for ease of reference only and shall not affect the interpretation or construction of this Contract.

    5. References to “Clauses” and “Schedules” are, unless otherwise provided, references to the Clauses of and Schedules to this Contract.

    6. Terms or expressions contained in this Contract which are capitalised but which do not have an interpretation in Schedule 2-1 shall be interpreted in accordance with the common interpretation within the [ ] industry where appropriate. Otherwise they shall be interpreted in accordance with the dictionary meaning.

    7. In the event and to the extent only of any conflict or inconsistency in the provisions of the Clauses of this Contract and the provisions of the Schedules, the following order of precedence shall prevail:

      1. the Clauses, including Annex A thereto;

      2. Schedule 2-1; and

      3. the remaining Schedules.

  2. THE SERVICES

    1. This Contract governs the overall relationship of the SERVICE PROVIDER and the CUSTOMER with respect to the provision of the Ordered Services. The CUSTOMER has ordered the Ordered Services specified in Schedule 2-2 and the SERVICE PROVIDER shall provide those Ordered Services in accordance with the provisions of this Contract throughout the duration of this Contract.

    2. In the provision of the Ordered Services, should the SERVICE PROVIDER become aware of any breach in its performance of the Ordered Services, the SERVICE PROVIDER shall, where such breach is capable of remedy, at its own expense use all reasonable endeavours to remedy the same as soon as is reasonably practicable.

  3. STANDARDS AND REGULATIONS

    1. The SERVICE PROVIDER shall provide the Ordered Services and meet its responsibilities and obligations hereunder in accordance with the Standards and Regulations as set out in Schedule 2-10.

  4. NON-SOLICITATION

    1. Other than as provided for in Clause 4.5, the CUSTOMER will not, during the Term and for a period of six (6) Months thereafter, directly or indirectly procure the services of any person employed or engaged by the SERVICE PROVIDER hereunder or in connection with this Contract.

    2. In the event that the CUSTOMER breaches Clause 4.1, the CUSTOMER shall pay to the SERVICE PROVIDER all unavoidable and reasonable costs incurred by the SERVICE PROVIDER including a sum equal to the gross salary of the relevant person due during any relevant period of notice to be worked.

    3. Other than as provided for in Clause 4.5, the SERVICE PROVIDER will not, during the Term and for a period of six (6) Months thereafter, directly or indirectly procure the services of any person employed or engaged by the CUSTOMER in connection with the subject matter of this Contract.

    4. In the event that the SERVICE PROVIDER breaches Clause 4.3, the SERVICE PROVIDER shall pay to the CUSTOMER all unavoidable and reasonable costs incurred by the CUSTOMER including a sum equal to the gross salary of the relevant person due during any relevant period of notice to be worked.

    5. No breach of Clauses 4.1 and 4.3 shall be deemed to have occurred where any person employed or engaged by one party becomes an employee of the second party as a result of a response by that person to an advertisement placed by or on behalf of the second party where it is apparent that the principal purpose of the advertisement was not the solicitation or recruitment of a person directly engaged with the subject matter of this Contract and that the advertisement was equally likely to attract applications from people who were not employed or engaged by the first party.

  5. REPLACEMENT AND SUBSTITUTION OF PERSONNEL

    1. The SERVICE PROVIDER shall take all reasonable actions to ensure that the personnel specified in Schedule 2-2 are available to provide the relevant Services to the CUSTOMER.

    2. The personnel specified in Schedule 2-2 may only be replaced or substituted by the SERVICE PROVIDER in the event that they cease to be an employee of the SERVICE PROVIDER or relevant Sub-Contractor or are absent from their employment due to maternity leave, paternity leave or ill health. In such circumstances the SERVICE PROVIDER shall give the CUSTOMER reasonable notice of the need for replacement or substitution and without undue delay assign personnel of at least equal status and experience who are acceptable to the CUSTOMER.

    3. If, in the reasonable opinion of the CUSTOMER, a change in the personnel specified in Schedule 2-2 becomes necessary, the CUSTOMER shall notify the SERVICE PROVIDER accordingly and the SERVICE PROVIDER shall without undue delay assign replacement personnel of at least equal status and experience who are acceptable to the CUSTOMER.

    4. Where replacement or substitute personnel are to be provided pursuant to Clause 5.2 or Clause 5.3, the SERVICE PROVIDER shall ensure that such personnel are fully briefed in respect of their obligations under this Contract.

  6. CONFLICT OF INTEREST

    1. The SERVICE PROVIDER shall use all reasonable endeavours to ensure that no conflicts of interest arise in connection with this Contract and shall make available to the CUSTOMER any information of which it is aware concerning assignments being undertaken by personnel concurrently with this Contract which may give rise to such a conflict of interest.

    2. If, in the reasonable opinion of the CUSTOMER, a conflict of interest arises during the Term then the SERVICE PROVIDER shall take all necessary measures as are required by the CUSTOMER to resolve the conflict of interest or alleviate its effect.

    3. If a resolution of the conflict of interest is not possible, then the CUSTOMER shall have the right to terminate this Contract.

  1. CHARGES FOR ORDERED SERVICES

    1. Charges

      1. The Charges for the Ordered Services are set out in Schedule 2-3.

      2. In consideration of the SERVICE PROVIDER's provision of the Ordered Services as set out in the Order and in accordance with the terms and conditions of this Contract, the CUSTOMER shall pay the Charges to the SERVICE PROVIDER.

      3. The SERVICE PROVIDER shall invoice the CUSTOMER for the Charges in accordance with the provisions of Schedule 2-4. All such invoices shall be payable by the CUSTOMER within twenty eight (28) days of the date of issue of the invoice.

      4. The Charges are exclusive of Value Added Tax. The CUSTOMER shall pay the Value Added Tax on the Charges at the rate and in the manner prescribed by law from time to time.

      5. The SERVICE PROVIDER shall continuously indemnify the CUSTOMER against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the CUSTOMER at any time in respect of the SERVICE PROVIDER's failure to account for or to pay any Value Added Tax relating to payments made to the SERVICE PROVIDER under this Contract. Any amounts due under this Clause 7.1.5 shall be paid in cleared funds by the SERVICE PROVIDER to the relevant authority not less than five (5) Working Days before the date upon which the tax or other liability is payable by the CUSTOMER.

      6. Interest shall be payable on any late payments of the Charges under this Contract in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

      7. The SERVICE PROVIDER shall accept payment electronically via the Banks Automated Clearing Service (BACS).

    2. Euro

      1. In the event that the United Kingdom joins the Economic and Monetary Union (and provided always that the exchange rate for conversion between Sterling and the Euro has been fixed), the CUSTOMER shall at any time thereafter upon three (3) Months notice to the SERVICE PROVIDER, be entitled to require the SERVICE PROVIDER at no additional charge to convert the Charges from Sterling into Euros (in accordance with EC Regulation number 1103/97). The SERVICE PROVIDER shall thereafter submit valid invoices denominated in Euros.

    3. Charges Variation

      1. The Charges may only be varied in accordance with the provisions of the Charges Variation Procedure.

  2. CONTRACT MANAGEMENT

    1. The SERVICE PROVIDER and the CUSTOMER shall comply with their respective contract management obligations set out in Schedule 2-5.

  3. ALTERNATIVE CLAUSES AND ADDITIONAL CLAUSES

    1. The Alternative and/or Additional Clauses specified in Annex A to the Clauses shall apply.

  4. AMENDMENTS TO THIS CONTRACT

    1. No amendment to the provisions of this Contract, other than a variation of the Charges pursuant to the provisions of Schedule 2-3, shall be effective unless made in accordance with the Contract Change Procedures specified in Schedule 2-6.

    2. The control of change to this Contract shall be in accordance with the Contract Change Procedures. For each Change that is agreed by the CUSTOMER and the SERVICE PROVIDER pursuant to this Clause 10, this Contract shall be amended to the extent necessary to give effect to that Change, and for this purpose the CUSTOMER and the SERVICE PROVIDER shall use the form of amendment as set out in Schedule 2-6. Unless and until such amendment is made in accordance with this Clause 10 no change shall be considered effective, and this Contract shall not in any way be considered to have been varied.

  5. COMMUNICATIONS

    1. Except as otherwise expressly provided, no communication from one party to the other shall have any validity under this Contract unless made in writing by or on behalf of the party sending such communication.

    2. Except as otherwise expressly provided, any notice or other communication whatsoever which either the CUSTOMER or the SERVICE PROVIDER is required or authorised by this Contract to give or make to the other shall be given or made by first class post in a prepaid letter, addressed to the other at the address specified in Clause 11.3. If that letter is not returned as being undelivered, that notice or communication shall be deemed, for the purposes of this Contract, to have been given or made two (2) Working Days after dispatch by the sender.

    3. For the purposes of Clause 11.2 the address of each party shall be:

For the CUSTOMER:

      1. [***insert contact name/job title and address***]

      2. Telephone Number: [*** insert ***]

      3. For the SERVICE PROVIDER:

[***insert contact name/job title and address***]

Telephone Number: [*** insert ***]

  1. TERM AND TERMINATION

    1. This Contract shall take effect on the date hereof and shall expire on:

      1. the date specified in the Order;

      2. three (3) years after the date hereof; or

      3. two (2) years after the expiry of the Framework Agreement,

whichever is the earlier, unless terminated earlier pursuant to this Clause 12.

    1. The CUSTOMER may at any time by notice in writing terminate this Contract as from the date of service of such notice, or a later date specified in such notice, if any of the Termination Events specified in Clause 12.3 occur:

    2. Termination Events

      1. A change of control, as defined by Section 416 of the Income and Corporation Taxes Act 1988, in the SERVICE PROVIDER or its Parent Company where the proposed new owner has:

        1. been convicted of a criminal offence relating to the conduct of its business or profession; or

        2. committed an act of grave misconduct in the course of its business or profession; or

        3. failed to comply with any obligations relating to the payment of any taxes or social security contributions; or

        4. made any serious misrepresentations in the tendering process for any project or matter in which the public sector has or had a significant participation; or

        5. failed to obtain any necessary licences or membership of any relevant body.

      2. A change of control, as defined in Clause 12.3.1 and there are reasonable grounds for the CUSTOMER to withhold its consent, relating to the financial standing of the new owner, any security concerns arising from the new ownership or issues relating to the provision of the Ordered Services by the new owner.

      3. Any of the events listed in Clauses 12.3.1 to 12.3.1.5 occur in relation to or in respect of the SERVICE PROVIDER itself, or if the CUSTOMER has reasonable grounds to object to the SERVICE PROVIDER arising from security concerns in respect of the SERVICE PROVIDER.

      4. The SERVICE PROVIDER:

        1. being an individual, or where the SERVICE PROVIDER is a firm, any partner or partners in that firm who together are able to exercise direct or indirect control, as defined by Section 416 of the Income and Corporation Taxes Act 1988, shall at any time become bankrupt or shall have a receiving order or administration order made against him or shall make any composition or arrangement with or for the benefit of his creditors, or shall make any conveyance or assignment for the benefit of his creditors, or shall purport so to do, or appears unable to pay or to have no reasonable prospect of being able to pay a debt within the meaning of Section 268 of the Insolvency Act 1986, or he shall become apparently insolvent within the meaning of the Bankruptcy (Scotland) Act 1985 as amended by the Bankruptcy (Scotland) Act 1993, or any application shall be made under any bankruptcy or insolvency act for the time being in force for sequestration of his estate, or a trust deed shall be granted by him on behalf of his creditors, or any similar event occurs under the law of any other jurisdiction; or

        2. being a company, passes a resolution, or the Court makes an order that the SERVICE PROVIDER or its Parent Company be wound up otherwise than for the purpose of a bona fide reconstruction or amalgamation, or a receiver, manager or administrator on behalf of a creditor is appointed in respect of the business or any part thereof of the SERVICE PROVIDER or the Parent Company (or an application for the appointment of an administrator is made or notice to appoint an administrator is given in relation to the SERVICE PROVIDER or the Parent Company), or circumstances arise which entitle the Court or a creditor to appoint a receiver, manager or administrator or which entitle the Court otherwise than for the purpose of a bona fide reconstruction or amalgamation to make a winding-up order, or the SERVICE PROVIDER or its Parent Company is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 (except where the claim is made under Section 123(1)(a) and is for an amount of less than ten thousand pounds (£10,000)) or any similar event occurs under the law of any other jurisdiction; or

      5. Where the circumstances detailed in, Clause 6.3, Clause 12.5, Clause 14.2, Clause 17.14.1 or Clause 28.2 arise.

      6. Failure to remedy a breach of warranties in accordance with the provisions of Clause 14.2

    3. For the purposes of Clause 12.3.1 the following shall be disregarded:

      1. any change in beneficial or legal ownership of any shares that are listed on a stock exchange resulting in the relevant shareholding being less than or equal to five per cent (5%) of the total issued share capital; and

      2. any transfer of shares or of any interest in shares by a person to its Affiliate where such transfer forms part of a bona fide reorganisation or restructuring.

    4. Without prejudice to the provisions of Clause 12.2 the CUSTOMER may at any time by notice in writing terminate this Contract forthwith if the SERVICE PROVIDER is in material Default of any obligation under this Contract and:

      1. the material Default is capable of remedy and the SERVICE PROVIDER shall have failed to remedy the material Default within thirty (30) Days of written notice to the SERVICE PROVIDER specifying the material Default and requiring its remedy; or

      2. the material Default is not capable of remedy.

    5. Without prejudice to the provisions of Clause 12.5, where the CUSTOMER considers that the SERVICE PROVIDER has committed a Persistent Breach, the CUSTOMER shall be entitled to serve a notice on the SERVICE PROVIDER:

      1. specifying that it is a formal warning notice;

      2. giving reasonable details of the breach; and

      3. stating that such breach is a breach which, if it recurs or continues, may result in a termination of this Contract.

    6. If, thirty (30) days after service of a formal warning notice as described in Clause 12.6, the SERVICE PROVIDER has failed to demonstrate to the satisfaction of the CUSTOMER that the breach specified has not continued or recurred and that the SERVICE PROVIDER has put in place measures to ensure that such breach does not recur, then the CUSTOMER may deem such failure shall be a material Default not capable of remedy for the purposes of Clause 12.5.

    7. The SERVICE PROVIDER shall promptly notify the CUSTOMER in writing on each occasion of the occurrence of any of the events specified in Clause 12.3.

    8. The CUSTOMER shall only be permitted to exercise its rights pursuant to Clause 12.2 for six (6) Months after service of a notice by the SERVICE PROVIDER pursuant to Clause 12.8 relative to each such change of control and shall not be permitted to exercise such rights where the CUSTOMER has agreed in advance in writing to the particular change of control and such change of control takes place as proposed.

    9. The termination of this Contract pursuant to this Clause 12 shall be without prejudice to any rights of either the CUSTOMER or the SERVICE PROVIDER that shall have accrued before the date of such termination.

    10. Save as aforesaid, the SERVICE PROVIDER shall not be entitled to any payment from the CUSTOMER after the termination of this Contract.

  1. CONSEQUENCES OF TERMINATION AND EXPIRY

    1. Notwithstanding the service of a notice to terminate this Contract, the SERVICE PROVIDER shall continue to provide the Ordered Services until the date of expiry or termination of this Contract or such other date as required under this Clause 13.

    2. Within ten (10) Working Days of the date of termination of this Contract, the SERVICE PROVIDER shall offer any partially completed Deliverables to the CUSTOMER and the CUSTOMER may either choose to accept receipt of, or decline to receive such partially completed Deliverables. In the event that the CUSTOMER accepts receipt of such partially completed Deliverables the CUSTOMER shall pay any reasonable Charges incurred in production of such partially completed deliverables.

    3. Within ten (10) Working Days of the date of expiry or termination of this Contract, the SERVICE PROVIDER shall return to the CUSTOMER any data and Confidential Information belonging to the CUSTOMER in the SERVICE PROVIDER's possession, power or control, either in its then current format or in a format nominated by the CUSTOMER (in which event the CUSTOMER will reimburse the SERVICE PROVIDER's reasonable data conversion expenses), together with all training manuals and other related documentation, and any other information and all copies thereof owned by the CUSTOMER, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under Clause 13.5.

    4. Within ten (10) Working Days of the date of expiry or termination of this Contract, the SERVICE PROVIDER shall return to the CUSTOMER any sums prepaid in respect of Ordered Services not provided by the date of expiry or termination.

    5. The CUSTOMER shall for a period of twelve (12) Months following expiry or termination of this Contract be entitled to require access to data or information arising from the Ordered Services from the SERVICE PROVIDER.

  2. WARRANTIES AND REPRESENTATIONS

    1. The SERVICE PROVIDER warrants and represents that:

      1. it has full capacity and authority and all necessary consents (including, where its procedures so require, the consent of its Parent Company) to enter into and to perform this Contract and that this Contract is executed by a duly authorised representative of the SERVICE PROVIDER;

      2. this Contract shall be performed in compliance with all applicable laws, enactments, orders, regulations and other similar instruments as amended from time to time;

      3. the Ordered Services shall be provided and carried out by appropriately experienced, qualified and trained personnel with all due skill, care and diligence;

      4. it shall discharge its obligations hereunder with all due skill, care and diligence including good industry practice and (without limiting the generality of this Clause 14) in accordance with its own established internal procedures;

      5. it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary for the performance of this Contract and the use of the Ordered Services by the CUSTOMER;

      6. it has taken and shall continue to take all steps, in accordance with good industry practice, to prevent the introduction, creation or propagation of any disruptive element (including any virus, worm and/or trojan horse) onto the Ordered Service and into systems, data, software or Confidential Information (held in electronic form) owned by or under the control of, or used by, the CUSTOMER;

      7. it shall take all measures to avoid any and all data loss and data corruption during the provision of the Ordered Services in accordance with good industry practice;

      8. it shall take all measures to avoid the failure or reduced performance (in whole or in part) of the Ordered Services; and

      9. this Contract is established on the terms and conditions of the Model Contract for Consultancy 1 version [] without amendment thereto save for the necessary information to complete that Model Contract as specified in the Order placed by the CUSTOMER. In the event and to the extent only of any conflicts between this Contract and the Model Contract for Consultancy 1 version [], the Model Contract for Consultancy 1 version [] shall prevail over this Contract.

    2. The SERVICE PROVIDER acknowledges that any breach of the warranties in Clause 14.1 shall be remedied as a matter of urgency at no cost to the CUSTOMER. Failure to remedy (if capable of remedy) such to comply with Clause 14.1 within five (5) Working Days of notification by the CUSTOMER shall constitute a breach of this Contract entitling the CUSTOMER to terminate in accordance with Clause 12.

    3. Except as expressly stated in this Contract, all warranties and conditions, whether express or implied by statute, common law or otherwise (including fitness for purpose) are hereby excluded to the extent permitted by law.

    4. Both the CUSTOMER and the SERVICE PROVIDER warrants to the other that it has undertaken all requisite corporate and other action to approve the entering into and performance of this Contract.

  3. LIMITATION OF LIABILITY

    1. Neither the CUSTOMER nor the SERVICE PROVIDER excludes or limits liability to the other for death or personal injury or any breach of any obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982 or for fraud or fraudulent misrepresentation.

    2. Nothing in this Clause 15 shall be taken as limiting the liability of the SERVICE PROVIDER in respect of Clause 16, Clause 17, and Clause 18.

    3. In respect of any claims of liability arising out of the wilful default of the SERVICE PROVIDER, its employees, servants or agents, the SERVICE PROVIDER will have unlimited liability for all reasonably foreseeable loss suffered by the CUSTOMER as a result of such act, omission or event giving rise to the claim.

    4. Subject always to the provisions of Clauses 15.1, 15.2 and 15.3, the aggregate liability of either the CUSTOMER or the SERVICE PROVIDER for each twelve (12) month period commencing on the Service Commencement Date, or an anniversary thereof for all Defaults whether arising under contract, tort (including negligence) or otherwise in connection with this Contract (but excluding any liability governed by Clause 15.5) shall in no event exceed a sum equivalent to one hundred and twenty five percent (125%) of the Charges paid or payable to the SERVICE PROVIDER during a twelve (12) Month period specified by the claiming party. Such twelve (12) Month period shall include the date on which the Default arose.

    5. Subject always to the provisions of Clauses 15.1, 15.2 and 15.3, the aggregate liability of either the CUSTOMER or the SERVICE PROVIDER for each twelve (12) Month period commencing on the Service Commencement Date, or an anniversary thereof, for all Defaults for direct loss of or damage to the tangible property of the other (but excluding any liability governed by Clause 15.4) shall in no event exceed one million pounds (£1,000,000).

    6. Subject always to the provisions of Clauses 15.1, 15.2 and 15.3, in no event shall either the CUSTOMER or the SERVICE PROVIDER be liable to the other for:

      1. indirect or consequential loss or damage; and/or

      2. loss of profits, business, revenue, goodwill or anticipated savings.

    7. Subject always to the provisions of Clauses 15.1, 15.2, 15.3, 15.4, and 15.5, the provisions of Clause 15.6 shall not be taken as limiting the right of either the CUSTOMER or the SERVICE PROVIDER to claim from the other for:

      1. additional operational and administrative costs and expenses;

      2. any costs or expenses rendered nugatory; and

      3. damage due to the loss of data, but only to the extent that such losses relate to the costs of working around any loss of data and the direct costs of recovering or reconstructing such data,

resulting directly from the Default of the other party.

    1. The CUSTOMER and the SERVICE PROVIDER expressly agree that should any limitation or provision contained in this Clause 15 be held to be invalid under any applicable statute or rule of law it shall to that extent be deemed omitted, but if any either of them thereby becomes liable for loss or damage which would otherwise have been excluded such liability shall be subject to the other limitations and provisions set out herein.

  1. DATA PROTECTION

    1. The SERVICE PROVIDER's attention is hereby drawn to the Data Protection Requirements. The CUSTOMER and the SERVICE PROVIDER shall observe their obligations under the Data Protection Requirements.

    2. Where the SERVICE PROVIDER, pursuant to its obligations under this Contract, processes Personal Data on behalf of the CUSTOMER, it shall:

      1. process the Personal Data only in accordance with instructions from the CUSTOMER (which may be specific instructions or instructions of a general nature as set out in this Contract or as otherwise notified by the CUSTOMER to the SERVICE PROVIDER during the Term);

      2. process the Personal Data only to the extent, and in such manner, as is necessary for the provision of the Ordered Services or as is required by Law or any Regulatory Body;

      3. implement appropriate technical and organisational measures to protect the Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure. These measures shall be appropriate to the harm which might result from any unauthorised or unlawful Processing, accidental loss, destruction or damage to the Personal Data and having regard to the nature of the Personal Data which is to be protected;

      4. take reasonable steps to ensure the reliability of any SERVICE PROVIDER personnel who have access to the Personal Data;

      5. obtain prior written consent from the CUSTOMER in order to transfer the Personal Data to any Sub-Contractors for the provision of the Ordered Services;

      6. ensure that any SERVICE PROVIDER personnel required to access the Personal Data are informed of the confidential nature of the Personal Data and comply with the obligations set out in this Clause 16;

      7. ensure that none of the SERVICE PROVIDER personnel publish, disclose or divulge any of the Personal Data to any third party unless directed in writing to do so by the CUSTOMER;

      8. notify the CUSTOMER (within five (5) Working Days) if it receives:

        1. a request from a data subject to have access to that person's Personal Data; or

        2. a complaint or request relating to the CUSTOMER's obligations under the Data Protection Requirements;

      9. provide the CUSTOMER with full cooperation and assistance in relation to any complaint or request made, including by:

        1. providing the CUSTOMER with full details of the complaint or request;

        2. complying with a data access request within the relevant timescales set out in the Data Protection Requirements and in accordance with the CUSTOMER's instructions;

        3. providing the CUSTOMER with any Personal Data it holds in relation to a data subject (within the timescales required by the CUSTOMER); and

        4. providing the CUSTOMER with any information requested by the CUSTOMER;

      10. permit the CUSTOMER or its representatives (subject to reasonable and appropriate confidentiality undertakings), to inspect and audit the SERVICE PROVIDER's data processing activities (and/or those of its agents, subsidiaries and Sub-Contractors) and comply with all reasonable requests or directions by the CUSTOMER to enable the CUSTOMER to verify and/or procure that the SERVICE PROVIDER is in full compliance with its obligations under this Contract;

      11. provide a written description of the technical and organisational methods employed by the SERVICE PROVIDER for processing Personal Data (within the timescales required by the CUSTOMER); and

      12. not process Personal Data outside the European Economic Area without the prior written consent of the CUSTOMER and, where the CUSTOMER consents to a transfer, to comply with:

        1. the obligations of a data controller under the Eighth Data Protection Principle set out in Schedule 1 of the Data Protection Act 1998 by providing an adequate level of protection to any Personal Data that is transferred; and

        2. any reasonable instructions notified to it by the CUSTOMER.

    3. The SERVICE PROVIDER shall comply at all times with the Data Protection Requirements and shall not perform its obligations under this Contract in such a way as to cause the CUSTOMER to breach any of its applicable obligations under the Data Protection Requirements.

    4. The CUSTOMER may from time to time serve on the SERVICE PROVIDER an information notice requiring the SERVICE PROVIDER within such time and in such form as is specified in the information notice, to furnish to the CUSTOMER such information as the CUSTOMER may reasonably require relating to:

      1. compliance by the SERVICE PROVIDER with the SERVICE PROVIDER's obligations under this Contract in connection with the processing of Personal Data; and/or

      2. the rights of data subjects, including but not limited to subject access rights.

    5. The SERVICE PROVIDER will allow its data processing facilities, procedures and documentation to be submitted for scrutiny by the CUSTOMER or its auditors in order to ascertain compliance with the relevant laws of the United Kingdom and the terms of this Contract.

    6. With respect to the parties' rights and obligations under this Contract, the parties acknowledge that, except where otherwise agreed, the CUSTOMER is the data controller and the SERVICE PROVIDER is the data processor. Where the SERVICE PROVIDER wishes to appoint, in accordance with the provisions of Clause 29, a Sub-Contractor to assist it in providing the Ordered Services and such assistance includes the processing of Personal Data on behalf of the CUSTOMER, then, subject always to compliance by the SERVICE PROVIDER with the provisions of Clause 29 relating to the appointment of Sub-Contractors, the CUSTOMER hereby grants to the SERVICE PROVIDER a delegated authority to appoint on the CUSTOMER's behalf such Sub-Contractor to process Personal Data provided that the SERVICE PROVIDER shall notify the CUSTOMER in writing of such appointment and the identity and location of such Sub-Contractor. The SERVICE PROVIDER warrants that such appointment shall be on substantially the same terms with respect to Data Protection Requirements as are set out in this Contract, including the terms set out in Clause 16.2. Any Sub-Contractor appointed under the provisions of this Clause 16.6 shall, for the purposes of Schedule 2-7, be regarded as a principal Sub-Contractor and shall be specified in Table 1 of Schedule 2-7.

    7. Save as set out in this Clause 16, any unauthorised processing, use or disclosure of personal data by the SERVICE PROVIDER is strictly prohibited.

    8. The SERVICE PROVIDER shall be liable for and shall indemnify (and keep indemnified) the CUSTOMER against each and every action, proceeding, liability, cost, claim, loss, expense (including reasonable legal fees and disbursements on a solicitor and client basis) and demands incurred by the CUSTOMER which arise directly or in connection with the SERVICE PROVIDER's data processing activities under this Contract, including without limitation those arising out of any third party demand, claim or action, or any breach of contract, negligence, fraud, wilful misconduct, breach of statutory duty or non-compliance with any part of the Data Protection Requirements by the SERVICE PROVIDER or its employees, servants, agents or Sub-Contractors.

  2. INTELLECTUAL PROPERTY RIGHTS

    1. Save as granted under this Contract, neither the CUSTOMER nor the SERVICE PROVIDER shall acquire any right, title or interest in the SERVICE PROVIDER's Pre-Existing Intellectual Property Rights nor in the CUSTOMER's Pre-Existing Intellectual Property Rights respectively.

    2. All Contract Generated Intellectual Property Rights shall be proprietary to and owned by the CUSTOMER and the SERVICE PROVIDER shall enter into such documentation and perform such acts as the CUSTOMER shall request to properly vest such Contract Generated Intellectual Property Rights in the CUSTOMER. Accordingly the SERVICE PROVIDER hereby assigns (by way of present assignment of future Contract Generated Intellectual Property Rights) all such Intellectual Property Rights.

    3. The SERVICE PROVIDER hereby grants to the CUSTOMER a royalty-free, irrevocable, non-exclusive licence to such of the SERVICE PROVIDER's Pre-Existing Intellectual Property Rights and for such term as the CUSTOMER shall require solely for the purposes of this Contract and such other purposes as it shall reasonably require that relate to the use and provision of the Ordered Services, together with the ability to sub-licence the same.

    4. To the extent that the SERVICE PROVIDER creates any materials (in whatever form or media), including training, marketing, promotional or publicity materials, relating to the provision of the Ordered Services (“Service Materials”) it shall provide copies of all Service Materials to the CUSTOMER promptly and the SERVICE PROVIDER hereby grants to the CUSTOMER a royalty free, irrevocable, non-exclusive licence for such term as the CUSTOMER shall require to use all and any Intellectual Property Rights in the Service Materials as it shall reasonably require with the ability to sub-licence the same.

    5. The SERVICE PROVIDER shall procure that the provision of the Ordered Services shall not infringe any Intellectual Property Rights of any third party.

    6. The SERVICE PROVIDER shall indemnify the CUSTOMER against all claims, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages arising from or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the availability of the Ordered Services, except to the extent that such liabilities have resulted directly from the CUSTOMER's failure properly to observe its obligations under this Clause 17.

    7. The SERVICE PROVIDER shall promptly notify the CUSTOMER if any claim or demand is made or action brought against the SERVICE PROVIDER for infringement or alleged infringement of any Intellectual Property Right that may affect the availability of the Ordered Services hereunder.

    8. The CUSTOMER shall promptly notify the SERVICE PROVIDER if any claim or demand is made or action brought against the CUSTOMER to which Clause 17.6 or Clause 17.7 may apply. The SERVICE PROVIDER shall at its own expense conduct any litigation arising therefrom and all negotiations in connection therewith and the CUSTOMER hereby agrees to grant to the SERVICE PROVIDER exclusive control of any such litigation and such negotiations.

    9. The CUSTOMER shall at the request of the SERVICE PROVIDER afford to the SERVICE PROVIDER all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the CUSTOMER to which Clause 17.6 may apply or any claim or demand made or action brought against the SERVICE PROVIDER to which Clause 17.7 may apply. The SERVICE PROVIDER shall reimburse the CUSTOMER for all costs and expenses (including legal costs and disbursements on a solicitor and client basis) incurred in so doing.

    10. The CUSTOMER shall not make any admissions that may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right to which Clause 17.6 may apply or any claim or demand made or action brought against the SERVICE PROVIDER to which Clause 17.7 may apply.

    11. If a claim or demand is made or action brought to which Clause 17.6 may apply, or in the reasonable opinion of the SERVICE PROVIDER is likely to be made or brought, the SERVICE PROVIDER may at its own expense and within a reasonable time either:

      1. modify any or all of Ordered Services without reducing the performance and functionality of the same, or substitute alternative services of equivalent performance and functionality for any or all of the Ordered Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted items or services and such substitution shall not increase the burden on the CUSTOMER such modified or substituted items shall be acceptable to the CUSTOMER, such acceptance not to be unreasonably withheld; or

      2. procure a licence to use the Ordered Services on terms that are reasonably acceptable to the CUSTOMER.

    12. The foregoing provisions of this Clause 17 shall not apply insofar as any such claim or demand or action is in respect of:

      1. any use by the CUSTOMER of the Ordered Services in combination with any item or service not supplied or approved by the SERVICE PROVIDER where such use of the Ordered Services directly gives rise to the claim, demand or action; or

      2. any modification carried out by or on behalf of the CUSTOMER to any Ordered Service provided under this Contract if such modification is not authorised by the SERVICE PROVIDER in writing; or

      3. any use by the CUSTOMER of the Ordered Services in a manner not reasonably to be inferred from the specification or requirements of the CUSTOMER.

    13. In the event that the SERVICE PROVIDER has availed itself of its rights to modify the Ordered Services or to supply a substitute service or services pursuant to Clause 17.11.1 or to procure a licence under Clause 17.11.2 and such exercise of the said rights has avoided any claim, demand or action for infringement or alleged infringement, then the SERVICE PROVIDER shall have no further liability thereafter under this Clause 17 in respect of the said claim, demand or action.

    14. In the event that a modification or substitution in accordance with Clause 17.11.1 above is not possible so as to avoid the infringement, or the SERVICE PROVIDER has been unable to procure a licence in accordance with Clause 17.11.2:

      1. the CUSTOMER shall be entitled to terminate this Contract pursuant to Clause 12.3; and

      2. the SERVICE PROVIDER shall be liable for the value of the additional costs incurred in implementing and maintaining replacement services.

    15. This Clause 17 sets out the entire financial liability of the SERVICE PROVIDER with regard to the infringement of any Intellectual Property Right by the availability of the Ordered Services hereunder. This shall not affect the SERVICE PROVIDER's financial liability for other Defaults or causes of action that may arise hereunder.

    16. The CUSTOMER warrants that the SERVICE PROVIDER's use of any third party item supplied directly or indirectly by the CUSTOMER in accordance with any instructions given by the CUSTOMER in connection with the use of such item shall not cause the SERVICE PROVIDER to infringe any third party's Intellectual Property Rights in such item.

  3. CONFIDENTIALITY

    1. Without prejudice to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information, the CUSTOMER and the SERVICE PROVIDER acknowledge that any Confidential Information originating from:

      1. the CUSTOMER, its servants or agents is the property of the CUSTOMER; and

      2. the SERVICE PROVIDER, its employees, servants or agents is the property of the SERVICE PROVIDER.

    2. The SERVICE PROVIDER and the CUSTOMER shall procure that:

      1. any person employed or engaged by them (in connection with this Contract in the course of such employment or engagement) shall only use Confidential Information for the purposes of this Contract;

      2. any person employed or engaged by them in connection with this Contract shall not, in the course of such employment or engagement, disclose any Confidential Information to any third party without the prior written consent of the other party;

      3. they shall take all necessary precautions to ensure that all Confidential Information is treated as confidential and not disclosed (save as aforesaid) or used other than for the purposes of this Contract by their employees, servants, agents or Sub-Contractors; and

      4. without prejudice to the generality of the foregoing neither the CUSTOMER nor the SERVICE PROVIDER nor any person engaged by them whether as a servant or a consultant or otherwise shall use the Confidential Information for the solicitation of business from the other or from any third party.

    3. The provisions of Clause 18.1 and Clause 18.2 shall not apply to any information which:

      1. is or becomes public knowledge other than by breach of this Clause 18; or

      2. is in the possession of the recipient without restriction in relation to disclosure before the date of receipt from the disclosing party; or

      3. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; or

      4. is independently developed without access to the Confidential Information; or

      5. must be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the party making the disclosure, including any requirements for disclosure under the Freedom of Information Act 2000 or the Environmental Information Regulations 2004.

    4. Nothing in this Clause 18 shall be deemed or construed to prevent the CUSTOMER from disclosing any Confidential Information obtained from the SERVICE PROVIDER:

      1. to any other department, office or agency of Her Majesty's Government (“Crown Bodies”), provided that the CUSTOMER has required that such information is treated as confidential by such Crown Bodies and their servants, including requiring servants to enter into a confidentiality agreement on substantially the same terms as the Model Confidentiality Agreement (1) set out in Schedule 2-9 prior to disclosure of the Confidential Information whereupon the CUSTOMER shall have no further liability for breach of confidentiality in respect of the departments, offices and agencies. All Crown Bodies in receipt of such Confidential Information shall be considered as parties to this Contract within Section 1(1) of the Contracts (Rights of Third Parties) Act 1999 for the purpose only of being entitled to further disclose the Confidential Information to other Crown Bodies on such terms; and

      2. to any consultant, contractor or other person engaged by the CUSTOMER in connection herewith, provided that the CUSTOMER shall have required that such information be treated as confidential by such consultant, contractor or other person, together with their servants, including requiring servants to enter into a confidentiality agreement on substantially the same terms as the Model Confidentiality Agreement (2) set out in Schedule 2-9 prior to disclosure of the Confidential Information whereupon the CUSTOMER shall have no further liability for breach of confidentiality in respect of consultants, contractors or other people.

    5. Nothing in this Clause 18 shall prevent the SERVICE PROVIDER or the CUSTOMER from using data processing techniques, ideas and know-how gained during the performance of this Contract in the furtherance of its normal business, to the extent that this does not relate to a disclosure of Confidential Information or an infringement by the CUSTOMER or the SERVICE PROVIDER of any Intellectual Property Rights.

  4. PUBLICITY

    1. The SERVICE PROVIDER shall not make any press announcements or publicise this Contract in any way without the CUSTOMER's prior written consent. The SERVICE PROVIDER shall ensure the observance of the provisions of this Clause 19 by all their employees, servants, agents and Sub-Contractors.

    2. The CUSTOMER shall be entitled to publicise this Contract in accordance with any legal obligation upon the CUSTOMER, including any examination of this Contract by the National Audit Office pursuant to the National Audit Act 1983 or otherwise.

  5. DISPUTE RESOLUTION

    1. Subject to the provisions of Clause 20.2, any dispute arising under, or in connection with this Contract shall be dealt with in accordance with this Clause 20, and neither the CUSTOMER nor the SERVICE PROVIDER shall be entitled to commence or pursue any legal proceedings under the jurisdiction of the courts in connection with any such dispute, until the procedures set out in this Clause 20 have been exhausted.

    2. Clause 20.1 shall be without prejudice to the rights of termination stated in Clause 12 and in addition shall not prevent the CUSTOMER or the SERVICE PROVIDER from applying for injunctive relief in the case of:

      1. breach or threatened breach of confidentiality;

      2. infringement or threatened infringement of its Intellectual Property Rights; or

      3. infringement or threatened infringement of the Intellectual Property Rights of a third party, where such infringement could expose the CUSTOMER or the SERVICE PROVIDER to liability.

    3. All disputes between the CUSTOMER and the SERVICE PROVIDER arising out of or relating to this Contract shall be referred by [*** the CUSTOMER's first point of contact ***] or [*** the SERVICE PROVIDER's first point of contact ***] to the other for resolution.

    4. If any dispute cannot be resolved pursuant to the provisions of Clause 20.3 within ten (10) Working Days, that dispute shall be referred to the [*** the CUSTOMER's second point of contact ***] and [*** the SERVICE PROVIDER's second point of contact ***] for resolution.

    5. If any dispute cannot be resolved pursuant to the provisions of Clause 20.4 within ten (10) Working Days, that dispute shall be referred to mediation and, if necessary thereafter, to either arbitration or litigation in accordance with the provisions of Schedule 2-8.

  6. INSURANCE

    1. The SERVICE PROVIDER shall [effect and maintain policies of insurance] [self-insure] to provide a level of cover sufficient for all risks which may be incurred by the SERVICE PROVIDER under this Contract, including death or personal injury, loss of or damage to property and professional indemnity.

    2. The SERVICE PROVIDER shall hold employer's liability insurance in respect of its employees in accordance with any legal requirement for the time being in force.

    3. The SERVICE PROVIDER shall produce to the CUSTOMER's [*** first point of contact ***], within five (5) Working Days of request, copies of all insurance policies referred to in Clause 21.1 and Clause 21.2 or such other evidence as agreed between the CUSTOMER and the SERVICE PROVIDER that will confirm the extent of the cover given by those policies, together with receipts or other evidence of payment of the latest premiums due under those policies.

    4. The terms of any insurance or the amount of cover shall not relieve the SERVICE PROVIDER of any liabilities under this Contract. It shall be the responsibility of the SERVICE PROVIDER to ensure that the amount of insurance cover is adequate to enable it to satisfy all its potential liabilities subject to the limit of liability specified in Clause 15 of this Contract.

  7. RECOVERY OF SUMS DUE

    1. The CUSTOMER shall be permitted to deduct and withhold from any sum due to the SERVICE PROVIDER under this Contract any sum of money due from the SERVICE PROVIDER under either:

      1. this Contract;

      2. any other agreement between the SERVICE PROVIDER and the CUSTOMER;

      3. any other agreement between the SERVICE PROVIDER and OGCbuying.solutions; or

      4. any other department, office, or agency of the Crown,

provided that the terms of such other agreement provide for sums of money due from the SERVICE PROVIDER under that agreement to be recovered by way of a deduction from sums of money due to the SERVICE PROVIDER under this Contract (albeit that this Contract may not be referenced specifically under that agreement).

  1. STATUTORY REQUIREMENTS

    1. The SERVICE PROVIDER shall notify the CUSTOMER of all statutory provisions and approved safety standards applicable to the Ordered Services and their provision and shall be responsible for obtaining all licences, consents or permits required for the performance of this Contract.

    2. The SERVICE PROVIDER shall inform the CUSTOMER if the Ordered Services are hazardous to health or safety and of the precautions that should be taken in respect thereto.

    3. The SERVICE PROVIDER shall, and shall ensure that its personnel, agents and Sub-Contractors, take all measures necessary to comply with the requirements of the Health and Safety at Work etc. Act 1974 and any other acts, orders, regulations and codes of practice relating to health and safety, which may apply to those involved in the performance of this Contract.

  2. STATUTORY INVALIDITY

    1. The CUSTOMER and the SERVICE PROVIDER expressly agree that should any limitation or provision contained in this Contract be held to be invalid under any particular statute or law, or any rule, regulation or bye-law having the force of law, it shall to that extent be deemed to be omitted but, if either the CUSTOMER or the SERVICE PROVIDER thereby becomes liable for loss or damage which would have otherwise been excluded, such liability shall be subject to the other limitations and provisions set out herein.

  3. ENVIRONMENTAL REQUIREMENTS

    1. The SERVICE PROVIDER shall comply in all material respects with all applicable environmental laws and regulations in force from time to time in relation to the Services. Without prejudice to the generality of the foregoing, the SERVICE PROVIDER shall promptly provide all such information regarding the environmental impact of the Services as may reasonably be requested by the CUSTOMER.

    2. The SERVICE PROVIDER shall meet all reasonable requests by the CUSTOMER for information evidencing compliance with the provisions of this Clause 25 by the SERVICE PROVIDER.

  4. DISCRIMINATION

    1. The SERVICE PROVIDER shall not unlawfully discriminate within the meaning and scope of the provisions of the Sex Discrimination Act 1975, the Race Relations Act 1976, the Disability Discrimination Act 1995, the Employment Equality (Religion or Belief) Regulations 2003, the Employment Equality (Sexual Orientation) Regulations 2003 or any statutory modification or re-enactment thereof or any other Law relating to discrimination in employment. The SERVICE PROVIDER shall take all reasonable steps to secure the observance of the provisions of this Clause 26.1 by the Sub-Contractors employed in the execution of this Contract.

  5. OFFICIAL SECRETS ACTS

    1. The SERVICE PROVIDER shall take all reasonable steps to ensure that all people employed by the SERVICE PROVIDER or its agents and Sub-Contractors in connection with this Contract are aware of the Official Secrets Act 1989 and where appropriate, with the provisions of the Atomic Energy Act 1946, and that these Acts apply to them during the execution of this Contract and after the expiry or termination of this Contract.

  6. CORRUPT GIFTS AND PAYMENTS OF COMMISSION

    1. The SERVICE PROVIDER shall not:

      1. offer or give or agree to give any person in Her Majesty's Service any gift or consideration of any kind as an inducement or reward for doing, forbearing to do, or for having done or forborne to do any act in relation to the obtaining or execution of this Contract or any other contract for Her Majesty's Service or for showing favour or disfavour to any person in relation to this or any other contract for Her Majesty's Service;

      2. enter into this Contract or any other contract with Her Majesty's Service in connection with which commission has been paid or agreed to be paid by him or on his behalf, or to his knowledge, unless before this Contract is made particulars of any such commission and of the terms and conditions of any agreement for the payment thereof have been disclosed in writing to the CUSTOMER.

    2. Any breach of Clause 28.1.1 by the SERVICE PROVIDER or by anyone employed by him or acting on his behalf (whether with or without the knowledge of the SERVICE PROVIDER) or the commission of any offence by the SERVICE PROVIDER or by anyone employed by him or acting on his behalf under the Prevention of Corruption Acts 1889 to 1916, in relation to this Contract or any other contract with Her Majesty's Service shall entitle the CUSTOMER to terminate this Contract and recover from the SERVICE PROVIDER the amount of any loss resulting from such termination and/or to recover from the SERVICE PROVIDER the amount or value of any such gift, consideration or commission.

    3. Any dispute, difference or question arising in respect of the interpretation of this Clause 28, the right of the CUSTOMER to terminate this Contract or the amount or value of any such gift, consideration or commission shall be decided by the CUSTOMER, whose decision shall be final and conclusive.

  7. TRANSFER AND SUB-CONTRACTING

    1. This Contract is personal to the SERVICE PROVIDER. Subject to the provisions of Clause 29.2, the SERVICE PROVIDER shall not assign, novate, sub-contract or otherwise dispose of this Contract or any part thereof without the previous consent in writing of the CUSTOMER.

    2. The SERVICE PROVIDER shall be entitled to Sub-Contract its obligations hereunder to the Sub-Contractors listed in Schedule 2-7, however this shall not affect the SERVICE PROVIDER's obligations to the CUSTOMER and any liabilities under this Contract.

    3. The SERVICE PROVIDER in selecting, appointing and managing Sub-Contractors shall do so in accordance with the procedure specified in Schedule 2-7.

    4. In the event that the SERVICE PROVIDER, in accordance with the terms of this Contract, enters into a Sub-Contract in connection with this Contract, the SERVICE PROVIDER shall ensure that a term is included in the Sub-Contract which requires the SERVICE PROVIDER to pay all sums due thereunder to the Sub-Contractor within a specified period, not to exceed thirty (30) days, from the date of receipt of a valid invoice as defined by the terms of the Sub-Contract.

    5. Subject to the provisions of Clause 29.8, the CUSTOMER shall be entitled to:

      1. assign or otherwise dispose of its rights and obligations under this Contract or any part thereof to any Contracting Authority; or

      2. assign or otherwise dispose of its rights and obligations under this Contract to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the CUSTOMER;

provided that where such assignment or other disposal increases the burden of the SERVICE PROVIDER's obligations pursuant to this Contract, the SERVICE PROVIDER shall be entitled to such charges as may be agreed between the CUSTOMER and the SERVICE PROVIDER to compensate for such additional burdens.

    1. Subject to the provisions of Clause 29.8, the CUSTOMER shall be entitled, without the need to obtain the SERVICE PROVIDER's consent, to seek to:

      1. novate this Contract or any part thereof to any Contracting Authority; or

      2. novate its rights and obligations under this Contract to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the CUSTOMER;

upon such terms as the CUSTOMER shall propose provided that where such novation increases the burden of the SERVICE PROVIDER's obligations pursuant to this Contract, the SERVICE PROVIDER shall be entitled to such charges as may be agreed between the CUSTOMER and the SERVICE PROVIDER to compensate for such additional burdens.

    1. Subject to the provisions of Clause 29.8, any change in the legal status of the CUSTOMER such that it ceases to be a Contracting Authority shall not affect the validity of this Contract. In such circumstances, this Contract shall bind and inure to the benefit of any successor body to the CUSTOMER.

    2. If this Contract is novated to a body which is not a Contracting Authority pursuant to Clause 29.6.1, or if a successor body which is not a Contracting Authority becomes the CUSTOMER pursuant to Clause 29.7 (in the remainder of this Clause 29 both such bodies are referred to as the “transferee”):

      1. the rights of termination of the CUSTOMER in Clause 12.3.4, Clause 12.3.4.2, and Clause 12.5 shall be available, mutatis mutandis, to the SERVICE PROVIDER in the event of the bankruptcy, insolvency or Default of the transferee;

      2. the transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under this Contract or any part thereof with the previous consent in writing of the SERVICE PROVIDER; and

      3. the following Clauses shall be varied from the date of the novation or the date of the change of status (as appropriate) as set out below as if this Contract had been amended by the CUSTOMER and the SERVICE PROVIDER in accordance with Clause 10:

        1. in Clause 28.1.1, the first reference to “in Her Majesty's Service” shall be replaced with “employed by the CUSTOMER or acting on its behalf” and the second and third references to “Her Majesty's Service” shall be replaced with “the CUSTOMER”;

        2. in Clause 28.1.2, the words “with Her Majesty's Service” shall be replaced with “CUSTOMER or acting on its behalf”;

        3. in Clause 28.2, the words “Her Majesty's Service” shall be replaced with “the CUSTOMER”; and

        4. Clause 22 shall be deleted.

    3. Unless otherwise stated to the contrary, any reference to the SERVICE PROVIDER's personnel within this Contract shall include the Sub-Contractor's personnel, and where applicable any reference to the SERVICE PROVIDER shall include the Sub-Contractor. Notwithstanding any Sub-Contracting permitted hereunder, the SERVICE PROVIDER shall remain primarily responsible for the acts and omissions of its Sub-Contractors as though they were its own.

    4. The CUSTOMER shall not be liable for any payment whatsoever to Sub-Contractors, the burden of which shall be solely with the SERVICE PROVIDER.

  1. RIGHTS OF THIRD PARTIES

    1. To the extent that this Contract is expressed to confer rights or benefits on a party who is not a party to this Contract, that party shall by virtue of the Contracts (Rights of Third Parties) Act 1999, be entitled to enforce those rights as if it was a party to this Contract. For the avoidance of doubt the consent of any person other than the CUSTOMER (or the SERVICE PROVIDER, as the case may be) is not required to vary or terminate this Contract.

    2. Except as provided in Clause 30.1, a person who is not a party to this Contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract. This Clause 30.2 does not affect any right or remedy of any person that exists or is available otherwise than pursuant to that Act.

  2. SEVERABILITY

    1. Subject to the provisions of Clause 24, if any provision of this Contract is held invalid, illegal or unenforceable for any reason, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Contract had been executed with the invalid provision eliminated. In the event of a holding of invalidity so fundamental as to prevent the accomplishment of the purpose of this Contract, the CUSTOMER and the SERVICE PROVIDER shall immediately commence good faith negotiations to remedy such invalidity.

  3. FREEDOM OF INFORMATION

    1. The SERVICE PROVIDER acknowledges that the CUSTOMER is subject to the requirements of the Code of Practice on Government Information, FOIA and the Environmental Information Regulations and shall assist and cooperate with the CUSTOMER to enable the CUSTOMER to comply with its Information disclosure obligations.

    2. SERVICE PROVIDER shall and shall procure that its Sub-Contractors shall:

      1. transfer to the CUSTOMER all Requests for Information that it receives as soon as practicable and in any event within two (2) Working Days of receiving a Request for Information;

      2. provide the CUSTOMER with a copy of all Information in its possession, or power in the form that the CUSTOMER requires within five (5) Working Days (or such other period as the CUSTOMER may specify) of the CUSTOMER's request; and

      3. provide all necessary assistance as reasonably requested by the CUSTOMER to enable the CUSTOMER 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.

    3. The CUSTOMER shall be responsible for determining in its absolute discretion whether any Information is exempt from disclosure in accordance with the provisions of the Code of Practice on Government Information, FOIA or the Environmental Information Regulations.

    4. In no event shall the SERVICE PROVIDER respond directly to a Request for Information unless expressly authorised to do so by the CUSTOMER.

    5. The SERVICE PROVIDER acknowledges that the CUSTOMER may, acting in accordance with the Department of Constitutional Affairs' Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the Freedom of Information Act 2000, be obliged to disclose Information without consulting or obtaining consent from the SERVICE PROVIDER, or despite having taken the SERVICE PROVIDER's views into account.

    6. The SERVICE PROVIDER shall ensure that all Information is retained for disclosure and shall permit the CUSTOMER to inspect such records as requested from time to time.

  4. FORCE MAJEURE

    1. For the purposes of this Contract the expression “Force Majeure” shall mean any cause affecting the performance by either the CUSTOMER or the SERVICE PROVIDER of its obligations arising from acts, events, omissions, happenings or non-happenings beyond its reasonable control including (but without limiting the generality thereof) governmental regulations, fire, flood, or any disaster or an industrial dispute affecting a third party for which a substitute third party is not reasonably available. Any act, event, omission, happening or non-happening will only be considered Force Majeure if it is not attributable to the wilful act, neglect or failure to take reasonable precautions of the affected party, its employees, servants or agents or the failure of either the CUSTOMER or the SERVICE PROVIDER to perform its obligations under this Contract.

    2. It is expressly agreed that any failure by the SERVICE PROVIDER to perform or any delay by the SERVICE PROVIDER in performing its obligations under this Contract which results from any failure or delay in the performance of its obligations by any person, firm or company with which the SERVICE PROVIDER shall have entered into any contract, supply arrangement or Sub-Contract or otherwise shall be regarded as a failure or delay due to Force Majeure only in the event that such person firm or company shall itself be prevented from or delayed in complying with its obligations under such contract, supply arrangement or Sub-Contract or otherwise as a result of circumstances of Force Majeure.

    3. Both the CUSTOMER and the SERVICE PROVIDER agree that any acts, events, omissions, happenings or non-happenings resulting from the adoption of the Euro by the United Kingdom government shall not be considered to constitute Force Majeure under this Contract.

    4. Neither the CUSTOMER nor the SERVICE PROVIDER shall in any circumstances be liable to the other for any loss of any kind whatsoever including but not limited to any damages or abatement of Charges whether directly or indirectly caused to or incurred by the other party by reason of any failure or delay in the performance of its obligations hereunder which is due to Force Majeure. Notwithstanding the foregoing, both the CUSTOMER and the SERVICE PROVIDER shall use all reasonable endeavours to continue to perform, or resume performance of, such obligations hereunder for the duration of such Force Majeure event.

    5. If either the CUSTOMER or the SERVICE PROVIDER become aware of circumstances of Force Majeure which give rise to or which are likely to give rise to any such failure or delay on its part it shall forthwith notify the other by the most expeditious method then available and shall inform the other of the period which it is estimated that such failure or delay shall continue.

    6. It is hereby expressly declared that the only events that shall afford relief from liability for failure or delay shall be any event qualifying for Force Majeure hereunder.

  5. LEGISLATIVE CHANGE

    1. The SERVICE PROVIDER shall bear the cost of ensuring that the Ordered Services shall comply with all applicable statutes, enactments, orders, regulations or other similar instruments and any amendments thereto, except where any such amendment could not reasonably have been foreseen by the SERVICE PROVIDER at the date hereof.

    2. Where such reasonably unforeseeable amendments are necessary, the CUSTOMER and the SERVICE PROVIDER shall use all reasonable endeavours to agree upon reasonable adjustments to the Charges as may be necessary to compensate the SERVICE PROVIDER for such additional costs as are both reasonably and necessarily incurred by the SERVICE PROVIDER in accommodating such amendments.

  6. WAIVER

    1. The failure of the SERVICE PROVIDER or the CUSTOMER to insist upon strict performance of any provision of this Contract or to exercise any right or remedy to which it is entitled hereunder, shall not constitute a waiver thereof and shall not cause a diminution of the obligations established by this Contract.

    2. A waiver of any default shall not constitute a waiver of any other default.

    3. No waiver of any of the provisions of this Contract shall be effective unless it is expressed to be a waiver communicated by notice, in accordance with the provisions of Clause 11.

  7. LAW AND JURISDICTION

    1. Subject to the provisions of Clause 20, the CUSTOMER and the SERVICE PROVIDER accept the exclusive jurisdiction of the English courts and agree that this Contract is to be governed by and construed according to English law.

  8. ENTIRE AGREEMENT

    1. This Contract constitutes the entire understanding between the CUSTOMER and the SERVICE PROVIDER relating to the subject matter.

    2. Neither the CUSTOMER nor the SERVICE PROVIDER has relied upon any representation or promise except as expressly set out in this Contract.

    3. Both the CUSTOMER and the SERVICE PROVIDER unconditionally waives any rights it may have to claim damages against the other on the basis of any statement made by the other (whether made carelessly or not) not set out or referred to in this Contract (or for breach of any warranty given by the other not so set out or referred to) unless such statement or warranty was made or given fraudulently.

    4. Both the CUSTOMER and the SERVICE PROVIDER unconditionally waives any rights it may have to seek to rescind this Contract on the basis of any statement made by the other (whether made carelessly or not) whether or not such statement is set out or referred to in this Contract unless such statement was made fraudulently.

Signature Page

For and on behalf of [the CUSTOMER]

For and on behalf of [the SERVICE PROVIDER]

Authorised signatory:

Name:

Authorised signatory:

Name:

Title:

Title:

Date:

Date:


ANNEX A TO THE CONTRACT CLAUSES

ALTERNATIVE CLAUSES AND ADDITIONAL CLAUSES

  1. Introduction

    1. This Annex A to the Contract Clauses specifies the Alternative Clauses and Additional Clauses that were requested in the Order and that shall apply to this Contract.

  2. CLAUSES SELECTED

    1. The CUSTOMER, in the Order, requested that the following Alternative Clauses should apply:

      1. Law and Jurisdiction:

        1. [*** [English Law (default)] [Scots Law] [Northern Ireland Law] ***]

        2. [*** Private Authorities ***]; and

        3. [*** FOIA ***].

    2. The CUSTOMER, in the Order, requested that the following Additional Clauses should apply:

      1. [*** Security Measures ***]; and

      2. [*** Access to MOD Sites ***].

  3. IMPLEMENTATION

    1. The appropriate changes have been made in this Contract to implement the Alternative Clauses specified in paragraph 2.1 and the Additional Clauses specified in paragraph 2.2 shall be deemed to be incorporated into this Contract.

  4. ALTERNATIVE CLAUSES

SCOTS LAW

4.1 For Scots Law, make the following changes:

      1. Delete Clause 36 and insert the following two clauses:

36. Scots Law and Jurisdiction

36.1. Subject to the provisions of Clause 20, this Contract shall be considered as a contract made in Scotland, the CUSTOMER and the SERVICE PROVIDER accept the exclusive jurisdiction of the Scottish Courts and agree that this Contract is to be governed by and construed according to Scots Law.

36.2. This Contract shall be binding upon the CUSTOMER and its successors and assignees and the SERVICE PROVIDER and the SERVICE PROVIDER's successors and permitted assignees.

NORTHERN IRELAND LAW

    1. For Northern Ireland Law, make the following changes:

      1. Delete Clause 36 and insert:

36. Law and Jurisdiction of Northern Ireland

36.1. Subject to the provisions of Clause 20, this Contract shall be considered as a contract made in Northern Ireland, the CUSTOMER and the SERVICE PROVIDER accept the exclusive jurisdiction of the Northern Ireland Courts and agree that this Contract is to be governed by and construed according to Northern Ireland Law.

36.2. This Contract shall be binding upon the CUSTOMER and its successors and assignees and the SERVICE PROVIDER and the SERVICE PROVIDER's successors and permitted assignees.

      1. Term and Termination

        1. In Clause 12.3.4.2 delete “...Section 123 of the Insolvency Act 1986.” and insert [*** ...Article 103 of the Insolvency (NI) Order 1989.***]

      2. Discrimination

        1. Delete Clause 26 and insert:

26. Discrimination

26.1. The SERVICE PROVIDER shall not unlawfully discriminate within the meaning and scope of the Race Relations Act 1976, Fair Employment (NI) Acts 1976 and 1989, the Sex Discrimination (NI) Orders 1976 and 1988, the Equal Pay Act (NI) 1970, or any statutory modification or re-enactment thereof relating to discrimination in employment.

26.2. The SERVICE PROVIDER shall take all reasonable steps to ensure the observance of the provisions of Clause 26.1 by the Sub-Contractors employed in the execution of this Contract.

PRIVATE AUTHORITIES

    1. For Contracts formed with Private Authorities make the following changes:

      1. Recovery of Sums Due

At the end of Clause 22.1.2, insert “or”. At the end of Clause 22.1.3, delete “: or” and replace with “,”. Delete Clause 22.1.4.

      1. Corrupt Gifts and Payments

In Clause 28.1.1, the words “on Her Majesty's Service” in the second line shall be replaced with “employed by the CUSTOMER or acting on its behalf” and the second reference to “Her Majesty's Service” in the sixth line shall be replaced with “the CUSTOMER”.

In Clause 28.1.2, the words “on Her Majesty's Service” shall be replaced with “employed by the CUSTOMER or acting on its behalf”.

In Clause 28.2, the words “for Her Majesty's Service” shall be replaced with “with the CUSTOMER”.

      1. Transfer & Sub-Contracting

Delete Clause 29.6.

FREEDOM OF INFORMATION

    1. Where the Customer is exempt from the provisions of FOIA, and notifies the Service Provider accordingly in the Order, the following should be inserted to replace Clauses 32.1, 32.2 and 32.3

32.1 The CUSTOMER has notified the SERVICE PROVIDER that the CUSTOMER is exempt from the provisions of FOIA.

  1. ADDITIONAL CLAUSES

SECURITY MEASURES

  1. Security Measures

    1. In this Clause 51:

      1. “secret matter” means any matter connected with or arising out of the performance of this Contract which has been, or may hereafter be, by a notice in writing given by the CUSTOMER to the SERVICE PROVIDER be designated `top secret', `secret', or `confidential';

      2. “document” includes specifications, plans, drawings, photographs and books;

      3. references to a person employed by the SERVICE PROVIDER shall be construed as references to any person employed or engaged by the SERVICE PROVIDER to do anything in connection with this Contract, whether under a contract of service with the SERVICE PROVIDER or under any other contract or arrangement whatsoever; and

      4. “servant” where the SERVICE PROVIDER is a body corporate shall include a director of that body and any person occupying in relation to that body the position of director by whatever name called.

    2. The SERVICE PROVIDER shall not, either before or after the completion or termination of this Contract, do or permit to be done anything which it knows or ought reasonably to know may result in information about a secret matter being:

      1. without the prior consent in writing of the CUSTOMER, disclosed to or acquired by a person who is an alien or who is a British subject by virtue only of a certificate of naturalisation in which his name was included;

      2. disclosed to or acquired by a person as respects whom the CUSTOMER has given to the SERVICE PROVIDER a notice in writing which has not been cancelled stating that the CUSTOMER requires that secret matters shall not be disclosed to that person;

      3. without the prior consent in writing of the CUSTOMER, disclosed to or acquired by any person who is not a servant of the SERVICE PROVIDER; or

      4. disclosed to or acquired by a person who is an employee of the SERVICE PROVIDER except in a case where it is necessary for the proper performance of this Contract that such person shall have the information.

    3. Without prejudice to the provisions of Clause 51.2, the SERVICE PROVIDER shall, both before and after the completion or termination of this Contract, take all reasonable steps to ensure:

      1. that no such person as is mentioned in Clauses 51.2.1, 51.2.2 or 51.2.3 hereof shall have access to any item or document under the control of the SERVICE PROVIDER containing information about a secret matter except with the prior consent in writing of the CUSTOMER;

      2. that no visitor to any premises in which there is any item to be supplied under this Contract or where Ordered Services are being provided shall see or discuss with the SERVICE PROVIDER or any person employed by him any secret matter unless the visitor is authorised in writing by the CUSTOMER so to do;

      3. that no photograph of any item to be supplied under this Contract or any portions of the Ordered Services shall be taken except insofar as may be necessary for the proper performance of this Contract or with the prior consent in writing of the CUSTOMER, and that no such photograph shall, without such consent, be published or otherwise circulated;

      4. that all information about any secret matter and every document model or other item which contains or may reveal any such information is at all times strictly safeguarded, and that, except insofar as may be necessary for the proper performance of this Contract or with the prior consent in writing of the CUSTOMER, no copies of or extracts from any such document, model or item shall be made or used and no designation of description which may reveal information about the nature or contents of any such document, model or item shall be placed thereon; and

      5. that if the CUSTOMER gives notice in writing to the SERVICE PROVIDER at any time requiring the delivery to the CUSTOMER of any such document, model or item as is mentioned in Clause 51.3.4, that document, model or item (including all copies of or extracts therefrom) shall forthwith be delivered to the CUSTOMER who shall be deemed to be the owner thereof and accordingly entitled to retain the same.

      6. The decision of the CUSTOMER on the question whether the SERVICE PROVIDER has taken or is taking all reasonable steps as required by the foregoing provisions of this Clause 51.3 shall be final and conclusive.

    4. If and when directed by the CUSTOMER, the SERVICE PROVIDER shall furnish full particulars of all people who are at any time concerned with any secret matter.

    5. If and when directed by the CUSTOMER, the SERVICE PROVIDER shall secure that any person employed by it who is specified in the direction, or is one of a class of people who may be so specified, shall sign a statement that he understands that the Official Secrets Act, 1911 to 1989 and, where applicable, the Atomic Energy Act, 1946, apply to the person signing the statement both during the carrying out and after expiry or termination of a Contract.

    6. If at any time either before or after the expiry or termination of this Contract it comes to the notice of the SERVICE PROVIDER that any person acting without lawful authority is seeking or has sought to obtain information concerning this Contract or any thing done or to be done in pursuance thereof, the matter shall be forthwith reported by the SERVICE PROVIDER to the CUSTOMER and the report shall, in each case, be accompanied by a statement of the facts, including, if possible, the name, address and occupation of that person, and the SERVICE PROVIDER shall be responsible for making all such arrangements as it may consider appropriate to ensure that if any such occurrence comes to the knowledge of any person employed by it, that person shall forthwith report the matter to the SERVICE PROVIDER with a statement of the facts as aforesaid.

    7. The SERVICE PROVIDER shall place every person employed by it, other than a Sub-Contractor, who in its opinion has or will have such knowledge of any secret matter as to appreciate its significance, under a duty to the SERVICE PROVIDER to observe the same obligations in relation to that matter as are imposed on the SERVICE PROVIDER by Clauses 51.2 and 51.3, and shall, if directed by the CUSTOMER, place every person who is specified in the direction or is one of a class of people so specified, under the like duty in relation to any secret matter which may be specified in the direction, and shall at all times use its best endeavours to ensure that every person upon whom obligations are imposed by virtue of this Clause 51.7 observes the said obligations, and the SERVICE PROVIDER shall give such instructions and information to every such person as may be necessary for that purpose, and shall, immediately upon becoming aware of any act or omission which is or would be a breach of the said obligations, report the facts to the CUSTOMER with all necessary particulars.

    8. The SERVICE PROVIDER shall, if directed by the CUSTOMER, include in the Sub-Contract provisions in such terms as the CUSTOMER may consider appropriate for placing the Sub-Contractor under obligations in relation to secrecy and security corresponding to those placed on the SERVICE PROVIDER by this Clause 51, but with such variations (if any) as the CUSTOMER may consider necessary. Further the SERVICE PROVIDER shall:

      1. give such notices, directions, requirements and decisions to its Sub-Contractors as may be necessary to bring the provisions relating to secrecy and security which are included in Sub-Contracts under this Clause 51.8 into operation in such cases and to such extent as the CUSTOMER may direct;

      2. if there comes to its notice any breach by the Sub-Contractor of the obligations of secrecy and security included in their Sub-Contracts in pursuance of this Clause 51, notify such breach forthwith to the CUSTOMER; and

      3. if and when so required by the CUSTOMER, exercise its power to determine the Sub-Contract under the provision in that Sub-Contract which corresponds to Clause 51.11.

    9. The SERVICE PROVIDER shall give the CUSTOMER such information and particulars as the CUSTOMER may from time to time require for the purposes of satisfying the CUSTOMER that the obligations imposed by or under the foregoing provisions of this Clause 51 have been and are being observed and as to what the SERVICE PROVIDER has done or is doing or proposes to do to secure the observance of those obligations and to prevent any breach thereof, and the SERVICE PROVIDER shall secure that a representative of the CUSTOMER duly authorised in writing shall be entitled at reasonable times to enter and inspect any premises in which any thing is being done or is to be done under this Contract or in which there is or will be any item to be supplied under this Contract, and also to inspect any document or item in any such premises or which is being made or used for the purposes of this Contract and that any such representative shall be given all such information as he may require on the occasion of, or arising out of, any such inspection.

    10. Nothing in this Clause 51 shall prevent any person from giving any information or doing any thing on any occasion when it is, by virtue of any enactment, the duty of that person to give that information or do that thing.

    11. If the CUSTOMER shall consider that any of the following events has occurred:

      1. that the SERVICE PROVIDER has committed a breach of, or failed to comply with any of, the foregoing provisions of this Clause 51; or

      2. that the SERVICE PROVIDER has committed a breach of any obligations in relation to secrecy or security imposed upon it by any other contract with the CUSTOMER, or with any department or person acting on behalf of the Crown; or

      3. that by reason of an act or omission on the part of the SERVICE PROVIDER, or of a person employed by the SERVICE PROVIDER, which does not constitute such a breach or failure as is mentioned in Clause 51.11.1, information about a secret matter has been or is likely to be acquired by a person who, in the opinion of the CUSTOMER, ought not to have such information,

and shall also decide that the interests of the State require the termination of this Contract, the CUSTOMER may by notice in writing terminate this Contract forthwith.

    1. A decision of the CUSTOMER to terminate this Contract in accordance with the provisions of Clause 51.11 shall be final and conclusive and it shall not be necessary for any notice of such termination to specify or refer in any way to the event or considerations upon which the CUSTOMER's decision is based.

      1. The SERVICE PROVIDER may within five (5) Working Days of the termination of this Contract in accordance with the provisions of Clause 51.11, give the CUSTOMER notice in writing requesting the CUSTOMER to state whether the event upon which the CUSTOMER's decision to terminate was based is an event mentioned in Clauses 51.11.1, 51.11.2 or  51.11.3 and to give particulars of that event; and

      2. the CUSTOMER shall within ten (10) Working Days of the receipt of such a request give notice in writing to the SERVICE PROVIDER containing such a statement and particulars as are required by the request.

      1. The termination of this Contract pursuant to Clause 51.11 shall be without prejudice to any rights of either party which shall have accrued before the date of such termination;

      2. the SERVICE PROVIDER shall be entitled to be paid for any work or thing done under this Contract and accepted but not paid for by the CUSTOMER at the date of such termination either at the price which would have been payable under this Contract if the Contract had not been terminated, or at a reasonable price;

      3. the CUSTOMER may take over any work or thing done or made under this Contract (whether completed or not) and not accepted at the date of such termination which the CUSTOMER may by notice in writing to the SERVICE PROVIDER given within thirty (30) Days from the time when the provisions of this Clause 51 shall have effect, elect to take over, and the SERVICE PROVIDER shall be entitled to be paid for any work or thing so taken over a price which, having regard to the stage which that work or thing has reached and its condition at the time it is taken over, is reasonable. The SERVICE PROVIDER shall in accordance with directions given by the CUSTOMER, deliver any work or thing taken over under this Clause 51.14.3, and take all such other steps as may be reasonably necessary to enable the CUSTOMER to have the full benefit of any work or thing taken over under this Clause 51.14.3; and

      4. save as aforesaid, the SERVICE PROVIDER shall not be entitled to any payment from the CUSTOMER after the termination of this Contract.

    4. If, after notice of termination of this Contract pursuant to the provisions of Clause 51.11:

      1. the CUSTOMER shall not within ten (10) Working Days of the receipt of a request from the SERVICE PROVIDER, furnish such a statement and particulars as are detailed in Clause 51.13.1; or

      2. the CUSTOMER shall state in the statement and particulars detailed in Clause 51.13.2 that the event upon which the CUSTOMER's decision to terminate this Contract was based is an event mentioned in Clause 51.11.3,

the respective rights and obligations of the SERVICE PROVIDER and the CUSTOMER shall be terminated in accordance with the following provisions:

      1. the CUSTOMER shall take over from the SERVICE PROVIDER at a fair and reasonable price all unused and undamaged materials, bought-out parts and components and articles in course of manufacture in the possession of the SERVICE PROVIDER upon the termination of this Contract under the provisions of Clause 51.11 and properly provided by or supplied to the SERVICE PROVIDER for the performance of this Contract, except such materials, bought-out parts and components and articles in course of manufacture as the SERVICE PROVIDER shall, with the concurrence of the CUSTOMER, elect to retain;

      2. the SERVICE PROVIDER shall prepare and deliver to the CUSTOMER within an agreed period or in default of agreement within such period as the CUSTOMER may specify, a list of all such unused and undamaged materials, bought-out parts and components and articles in course of manufacture liable to be taken over by or previously belonging to the CUSTOMER and shall deliver such materials and items in accordance with the directions of the CUSTOMER who shall pay to the SERVICE PROVIDER fair and reasonable handling and delivery charges incurred in complying with such directions;

      3. the CUSTOMER shall indemnify the SERVICE PROVIDER against any commitments, liabilities or expenditure which are reasonably and properly chargeable by the SERVICE PROVIDER in connection with this Contract to the extent to which the said commitments, liabilities or expenditure would otherwise represent an unavoidable loss by the SERVICE PROVIDER by reason of the termination of this Contract;

      4. if hardship to the SERVICE PROVIDER should arise from the operation of this Clause 51.15 it shall be open to the SERVICE PROVIDER to refer the circumstances to the CUSTOMER who, on being satisfied that such hardship exists shall make such allowance, if any, as in its opinion is reasonable and the decision of the CUSTOMER on any matter arising out of this Clause 51.15.6 shall be final and conclusive; and

      5. subject to the operation of Clauses 51.15.3, 51.15.4, 51.15.5, and 51.15.6, termination of this Contract shall be without prejudice to any rights of either party that may have accrued before the date of such termination.

ACCESS TO MOD SITES

  1. Access to MOD Sites

    1. In this Clause 52:

      1. “Site” shall include any of Her Majesty's Ships or Vessels and Service Stations.

      2. “Officer in charge” shall include Officers Commanding Service Stations, Ships' Masters or Senior Officers, and Officers superintending Government Establishments.

    2. The CUSTOMER shall issue passes for those representatives of the SERVICE PROVIDER who are approved for admission to the Site and a representative shall not be admitted unless in possession of such a pass. Passes shall remain the property of the CUSTOMER and shall be surrendered on demand or on completion of the Ordered Services.

    3. The SERVICE PROVIDER's representatives when employed within the boundaries of a Site, shall comply with such rules, regulations and requirements (including those relating to security arrangements) as may be in force for the time being for the conduct of personnel at that Site. When on board ship, compliance shall be with the Ship's Regulations as interpreted by the Officer in charge. Details of such rules, regulations and requirements shall be provided, on request, by the Officer in charge.

    4. The SERVICE PROVIDER shall be responsible for the living accommodation and maintenance of its representatives while they are employed at a Site. Sleeping accommodation and messing facilities, if required, may be provided by the CUSTOMER wherever possible, at the discretion of the Officer in charge, at a cost fixed in accordance with current Ministry of Defence regulations. At Sites overseas, accommodation and messing facilities, if required, shall be provided wherever possible. The status to be accorded to the SERVICE PROVIDER's personnel for messing purposes shall be at the discretion of the Officer in charge who shall, wherever possible give his decision before the commencement of this Contract where so asked by the SERVICE PROVIDER. When sleeping accommodation and messing facilities are not available, a certificate to this effect may be required by the CUSTOMER and shall be obtained by the SERVICE PROVIDER from the Officer in charge. Such certificate shall be presented to the CUSTOMER with other evidence relating to the costs of this Contract.

    5. Where the SERVICE PROVIDER's representatives are required by this Contract to join or visit a Site overseas, transport between the United Kingdom and the place of duty (but excluding transport within the United Kingdom) shall be provided for them free of charge by the Ministry of Defence whenever possible, normally by Royal Air Force or by MOD chartered aircraft. The SERVICE PROVIDER shall make such arrangements through the Technical Branch named for this purpose in this Contract. When such transport is not available within a reasonable time, or in circumstances where the SERVICE PROVIDER wishes its representatives to accompany material for installation which it is to arrange to be delivered, the SERVICE PROVIDER shall make its own transport arrangements. The CUSTOMER shall reimburse the SERVICE PROVIDER's reasonable costs for such transport of its representatives on presentation of evidence supporting the use of alternative transport and of the costs involved. Transport of the SERVICE PROVIDER's representatives locally overseas which is necessary for the purpose of this Contract shall be provided wherever possible by the Ministry of Defence, or by the Officer in charge and, where so provided, shall be free of charge.

    6. Out-patient medical treatment given to the SERVICE PROVIDER's representatives by a Service Medical Officer or other Government Medical Officer at a Site overseas shall be free of charge. Treatment in a Service hospital or medical centre, dental treatment, the provision of dentures or spectacles, conveyance to and from a hospital, medical centre or surgery not within the Site and transportation of the SERVICE PROVIDER's representatives back to the United Kingdom, or elsewhere, for medical reasons, shall be charged to the SERVICE PROVIDER at rates fixed in accordance with current Ministry of Defence regulations.

    7. Accidents to the SERVICE PROVIDER's representatives which ordinarily require to be reported in accordance with Health and Safety at Work etc Act 1974, shall be reported to the Officer in charge so that the Inspector of Factories may be informed.

    8. No assistance from public funds, and no messing facilities, accommodation or transport overseas shall be provided for dependants or members of the families of the SERVICE PROVIDER's representatives. Medical or necessary dental treatment may, however, be provided for dependants or members of families on repayment at current Ministry of Defence rates.

    9. The SERVICE PROVIDER shall, wherever possible, arrange for funds to be provided to its representatives overseas through normal banking channels (e.g. by travellers' cheques). If banking or other suitable facilities are not available, the CUSTOMER shall, upon request by the SERVICE PROVIDER and subject to any limitation required by the SERVICE PROVIDER, make arrangements for payments, converted at the prevailing rate of exchange (where applicable), to be made at the Site to which the SERVICE PROVIDER's representatives are attached. All such advances made by the CUSTOMER shall be recovered from the SERVICE PROVIDER.

[DN If Clause 52 is used ensure that the term Technical Branch used in Clause 52.5 is defined in Schedule 02-01]

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