PITO
IDENT1 CONTRACT
Northrop Grumman
RESTRICTED - COMMERCIAL
SCHEDULE C
DEFINITIONS
Schedule C (Definitions)
CCN050
RESTRICTED – COMMERCIAL
PITO
IDENT1 CONTRACT
Northrop Grumman
RESTRICTED - COMMERCIAL
SCHEDULE C – DEFINITIONS
1.
INTERPRETATION
Save to the extent that the context or the express provisions of the Contract otherwise require:
1.1
headings and sub-headings are for ease of reference only and shall not be taken into
consideration in the interpretation or construction of the Contract;
1.2
all references to Clauses and Schedules are references to Clauses of and Schedules to the
Contract, and all references to paragraphs, Annexes or Appendices are references to
paragraphs, Annexes or Appendices contained in the Schedules and Annexes to the
Schedules;
1.3
all references to any agreement (including the Contract), document or other instrument
include a reference to that agreement, document or instrument as amended, supplemented,
substituted, novated or assigned (subject to all relevant approvals and any other provision of
the Contract expressly concerning such agreement, document or other instrument);
1.4
without prejudice to the provisions in the Contract relating to Changes in Law (and, in
particular Discriminatory Changes in Law), all references to any statute or statutory provision
(including any subordinate legislation) shall include a reference to any statute or statutory
provision which amends, extends, consolidates or replaces the same or which has been
amended, extended, consolidated or replaced by the same, and shall include any orders,
regulations, codes of practice, instruments or other subordinate legislation made under the
relevant statute;
1.5
all references to time of day shall be a reference to whatever time of day shall be applicable in
England and Wales;
1.6
words importing the singular include the plural and vice versa;
1.7
words importing a particular gender include all genders;
1.8
“person” includes any individual, partnership, firm, trust, body corporate, undertaking,
government, governmental body, authority, emanation, agency or instrumentality,
unincorporated body of persons or association;
1.9
any reference to a public organisation or representative shall be deemed to include a reference
to any successor to such public organisation, or representative or any organisation or entity or
representative which has taken over the functions or responsibilities of such public
organisation or representative;
1.10
references to “Parties” or “Party” shall have the meaning set forth in Clause 3 of this
Schedule;
1.11
the word “including” when used in the Contract shall mean “including without limitation”;
and
1.12
the Authority shall not be imputed with knowledge of any UK Government policy, fact,
matter or thing unless that Government policy, fact, matter or thing is within the knowledge
of those of the Government’s employees or agents who have relevant responsibilities in
connection with the Services.
Schedule C (Definitions)
1
CCN050
RESTRICTED – COMMERCIAL
PITO
IDENT1 CONTRACT
Northrop Grumman
RESTRICTED - COMMERCIAL
2.
PRIORITY OF DOCUMENTS
2.1
Subject to Clause 2.2 below, the Schedules, Annexes and any other attachments expressly
identified in the same or in the body of the Contract form part of the Contract and shall have
the same force and effect as if expressly set out in the body of the Contract, and any reference
to the Contract shall include the Schedules, Annexes and any such other attachments.
2.2
If and to the extent of any conflict or inconsistency:
2.2.1 between:
(a)
any provision of the Terms and Conditions together with Schedule C
(Definitions); and
(b)
any provision of the other Schedules,
the Terms and Conditions, together with Schedule C (Definitions), shall prevail; and
2.2.2 between
(c)
any of the provisions of Schedule Q (Contractor’s Solution); and
(d)
the other Schedules,
the provisions of the other Schedules shall prevail, including for the avoidance of
doubt the provisions of Schedule D (Detailed Operational Requirements).
2.3
If and to the extent only, of any conflict or inconsistency:
2.3.1 between:
(e)
the provisions of the Contract; and
(f)
the provisions of any document referred to or referenced herein,
the provisions of the Contract shall prevail; and
2.3.2 between:
(g)
the provisions of the Contract; and
(h)
the provisions of any document agreed by the Parties or approved by the
Authority subsequent to the date hereof (other than any amendment or
variation to the Contract made in accordance with Clause 52.10 of Schedule
B (Conditions of Contract) or Schedule L (Change Control Procedures).
the provisions of the Contract shall prevail.
2.4
The Parties acknowledge that the glossary of definitions used in:
2.4.1 Schedule D (Detailed Operational Requirements) apply only to the provisions of
Schedule D (Detailed Operational Requirements) and Schedule Q (Contractor’s
Solution);
2.4.2 Schedule Q (Contractor’s Solution) apply only to Schedule Q (Contractor’s
Solution); and
Schedule C (Definitions)
2
CCN050
RESTRICTED – COMMERCIAL
PITO
IDENT1 CONTRACT
Northrop Grumman
RESTRICTED - COMMERCIAL
2.4.3 Schedule K (Security) apply only to Schedule K (Security), and
that if and to the extent of any conflict between the definitions in this Schedule C and
the definitions in the glossaries of Schedule D (Detailed Operational
Requirements), Schedule K (Security) and Schedule Q (Contractor’s Solution) and
except as used in those Schedules, the provisions of this Schedule shall prevail.
3.
DEFINITIONS
In the Contract, unless the contrary intention appears, all capitalised terms shall have the meaning as
set forth in this Schedule.
“Acceptance Criteria”
means the criteria for acceptance as identified in Schedule H
(Acceptance Procedures).
“Acceptance Event”
shall have the meaning described in Clause 3.4 of Schedule H
(Acceptance Procedures)
“Actual Monthly Charges
shall have the meaning set forth in Clause 1.2 of Schedule E
for National Livescan
(Pricing)
Services”
“Actual Monthly Charges
shall have the meaning set forth in Schedule E (Pricing), Annex E-
for IDENT1 Services for
12 (IDENT1 Services for UKvisas Monthly Charges)
UKvisas”
“Assistance Commencement
shall have the meaning set forth in Clause 1.3 of Schedule N (Exit
Date”
Strategy).
“Actual Monthly Charge”
shall have the meaning set forth in Clause 1.3 of Schedule E
(Pricing).
“Aggrieved Party”
shall have the meaning set forth in Clause 41.4 of Schedule B
(Conditions of Contract).
“Arbitrator”
shall have the meaning set forth in Clause 4.3 of Schedule P
(Dispute Resolution Procedure).
“Assets”
means the Legacy Assets and the IDENT1 Assets set out in
Schedule T (Assets) and/or any other assets used by the Contractor
during the Term to fulfil the Services.
“Assurance Phase”
shall have the meaning set forth in Recital D of Schedule A (Form
of Contract).
“Authorised Commercial
means the individuals authorised by each Party to carry out the
Representatives”
relevant activities identified in Schedule I (Contract Management),
unless otherwise agreed by the Parties.
“Authority”
shall mean the Police Information Technology Organisation (also
know as “PITO”), as more particularly described and identified in
Schedule A (Form of Contract).
Schedule C (Definitions)
3
CCN050
RESTRICTED – COMMERCIAL
PITO
IDENT1 CONTRACT
Northrop Grumman
RESTRICTED - COMMERCIAL
“Authority Material”
means any Material, the Intellectual Property Rights in which are
owned by or licensed to the Authority, Police Forces or any other
UK Government department or agency, which is used to provide, or
which forms part of, the Services, and shall include all Modification
to such Material.
“Authority Data”
means all original or derived data, knowledge and information
relating to the Authority, or any Police Force or any other UK
Government department or agency and any of their employees,
contractors, agents, customers, partners, suppliers, joint ventures or
end users, including data or information about any of their
operations, facilities, personnel, assets, products, programs,
fingerprint codes, uncompressed images and data and compressed
images and data and the Services in whatever form that information
may exist (whether collected, received, created, stored, processed,
produced, gathered or supplied by the Contractor, any
Subcontractors or any of the Contractor Personnel during the
provision of the Services by the Contractor) but excluding any
Authority Personal Data.
“Authority Personal Data”
means any Personal Data owned or processed by or on behalf of the
Authority and the Police Forces or any other UK Government
department or agency.
“Authority Premises”
means any land or premises (including temporary buildings) or other
location owned or occupied by, or on behalf of, the Authority and/or
any of the Police Forces and/or any land or premises (including
temporary buildings) or other location to which the Services are
provided under the Contract.
“Authority Software”
means any Software, the Intellectual Property Rights in which are
owned by or licensed to the Authority, Police Forces or any other
UK Government department or agency, which is used to provide, or
which forms part of, the Services, and shall include all
Modifications to such Software.
“Authority Subcontractor”
means a subcontractor of the Authority or any Police Force, as
applicable.
“Availability”
means the measure of continuity of access to information and
systems by authorised individuals as set forth in Part 2 of Schedule F
(Service Level Requirements). This definition shall only to
Schedule F (Service Level Requirements).
“BAFO”
shall have the meaning set forth in Recital E of Schedule A (Form
of Contract).
“Baseline Operational
means the relevant date on which the Authority requires the
Service” or “BOS”
Contractor to deliver the baseline operational services required by
the Authority for England, Wales and Scotland (as such relevant
date and services are identified in Schedule G (Transition) and as
accepted by the Authority in accordance with Schedule H
(Acceptance Procedures), including the assumption of full
operational responsibility from any Incumbent Supplier in respect of
Schedule C (Definitions)
4
CCN050
RESTRICTED – COMMERCIAL
PITO
IDENT1 CONTRACT
Northrop Grumman
RESTRICTED - COMMERCIAL
Scotland)) in accordance with the Service Levels set out in Schedule
F (Service Level Requirements).
“Benchmarker”
shall have the meaning set forth in Clause 34.1 of Schedule B
(Conditions of Contract).
“Bureaux”
shall have the meaning ascribed to it in the Schedule D (Detailed
Operational Requirements).
“Catalogue”
shall have the meaning set forth in Clause 8.1 of Schedule B
(Conditions of Contract).
“CEDR”
shall have the meaning set forth in Clause 3 of Schedule P (Dispute
Resolution Procedure).
“CFE/CFI”
means Customer Furnished Equipment / Customer Furnished
Information.
“Change”
shall have the meaning set forth in Clause 1.1 of Schedule L
(Change Control Procedure).
“Change in Law”
means the coming into effect, after the Effective Date, of any Law.
“Change Control
means the procedure for dealing with Changes as set out in Clause 3
Procedure”
of Schedule L (Change Control Procedure).
“Change of Control”
means that Control of the Contractor is acquired by any entity by
way of either a single transaction or series of related transactions.
“Claim”
means any claim, demand, proceeding, suit or other action.
“Commercial Impact
means the process whereby the Parties shall determine the amount
Procedure”
by which Changes are chargeable by the Contractor, as set out in
Clause 4.3 of Schedule L (Change Control Procedure).
“Commercially Reasonable
means taking all such steps and performing them in such a way as a
Efforts”
well managed commercial organisation operating in the information
technology industry would undertake to achieve a particular desired
result for its own benefit, assuming such organisation was acting in a
determined, prudent and reasonable manner.
“Conditions of Contract”
shall mean the terms and conditions set forth in Schedule B
(Conditions of Contract).
“Control”
and its derivatives, shall have the meaning given in Section 416 of
the Income and Corporation Taxes Act 1988.
“Confidential Information”
means all information, whether commercial, financial, technical or
otherwise, whether or not disclosed by one Party to the other Party,
which information may be contained in or discernible from any form
whatsoever (including oral, documentary, magnetic, electronic,
graphic or digitised form or by demonstration or observation),
whether or not that information is marked or designated as
confidential or proprietary, and all matters arising prior to or during
the Term including information belonging to or in respect of the
Schedule C (Definitions)
5
CCN050
RESTRICTED – COMMERCIAL
PITO
IDENT1 CONTRACT
Northrop Grumman
RESTRICTED - COMMERCIAL
Authority, Police Forces or the Authority Subcontractors (as
appropriate) and/or any of their customers or Contractors, which
relates to research, development, trade secrets, know-how, ideas,
concepts, formulae, processes, designs, specifications, past, present
and prospective business, current and future products and services,
Authority Data, internal management, information technology and
infrastructure and requirements, finances, marketing plans and
techniques, price lists and lists of, and information about, customers
and employees, and all materials and information belonging to third
parties in respect of which the Parties or any of their customers or
contractors owe obligations of confidence, provided that the
following shall not be considered to be the Contractor’s Confidential
Information:
(a) Schedule O (Documentation); and
(b) any other contract management material, report or record
provided or created pursuant to the Contract.
“Contract” or “IDENT1
save for the definition of “IDENT1 Contract” below in the context
Contract”
of Schedule W (Parent Company Guarantee), means the Terms
and Conditions and all of the remaining Schedules, Appendices and
Annexes relating to the provision of the Services by the Contractor
to the Authority and the Police Forces.
“Contract Change Note” or
shall have the meaning set forth in Clause 1.4 of Schedule L
“CCN”
(Change Control Procedure).
“Contract Management”
shall mean the management provisions set out in Schedule I
(Contract Management).
“Contract Work in
means any work which the Incumbent Supplier has been
Progress” or “CWIP”
commissioned to carry out prior to the relevant Transfer Date to
deliver to the Authority, which it is anticipated will not have been
completed by the applicable Transfer Date as set forth in Schedule G
(Transition).
“Contracting Authority”
shall have the meaning set out in Clause 52.2.1 of Schedule B
(Conditions of Contract).
“Contractor”
shall mean Northrop Grumman Information Technology, Inc. as
more particularly described and identified in Schedule A (Form of
Contract).
“Contractor Affiliates”
means in relation to the Contractor, any holding company from time
to time of the Contractor and any subsidiary from time to time of the
Contractor or of any such holding company and the terms “holding
company” and “subsidiary” shall have the meaning given to them by
Section 736 of the Companies Act 1985, as amended by the
Companies Act 1998.
“Contractor Material”
means any Material (excluding material provided in accordance with
Schedule O (Documentation) the Intellectual Property Rights in
which are owned by the Contractor, Contractor Parent Company,
Contractor Affiliate, or any Material Subcontractor which is used to
Schedule C (Definitions)
6
CCN050
RESTRICTED – COMMERCIAL
PITO
IDENT1 CONTRACT
Northrop Grumman
RESTRICTED - COMMERCIAL
provide the Services.
“Contractor Parent
means the entity providing the parent company guarantee as
Company”
identified in Schedule W (Parent Company Guarantee).
“Contractor Personnel”
means employees, officers, consultants, contractors and agents of the
Contractor, including Subcontractor personnel assigned to deliver
the Services (or any part thereof) pursuant to the Contract.
“Contractor Personnel
means accurate historical cost information in relation to the
Costs”
Contractor Personnel for the most recent accounting year (or a more
recent calendar year, where more up-to-date information is
available, as reasonably required by the Authority).
“Contractor Personnel
shall have the meaning set out in Clause 6.1 of Schedule M (HR
Information”
and TUPE).
“Contractor Premises”
means any premises or location owned or occupied by the
Contractor that is used to provide the Services to the Authority
pursuant to the Contract.
“Contractor’s Solution”
means the services the Contractor is required to provide under the
Contract to meet and fulfil the requirements of Schedule D
(Detailed Operational Requirements) and to meet and fulfil the
Services identified in Clause 7.1 of Schedule B (Conditions of
Contract). The Contractor’s Solution as identified at the Effective
Date is set out in Schedule Q (Contractor’s Solution).
“Contractor Software”
means any Software, the Intellectual Property Rights in which are
owned by the Contractor, Contractor Parent Company, Contractor
Affiliate, or any Material Subcontractor which is used to provide the
Services.
“Core Personnel”
shall have the meaning set out in Clause 7.2 of Schedule M (HR
and TUPE).
“COSSP”
shall have the meaning set forth in Clause 8.1 of Schedule B
(Conditions of Contract).
“COSSP Items”
shall have the meaning set forth in Clause 8.1 of Schedule B
(Conditions of Contract).
“C&AG”
shall have the meaning set forth in Clause 5.1 of Schedule J (Access
and Inspection of Records).
“Data Controller”
shall have the meaning given to it in Clause 31.2.2 of Schedule B
(Conditions of Contract).
“Data Processor”
shall have the meaning given to it in Clause 31.2.3 of Schedule B
(Conditions of Contract).
“Data Subject”
shall have the meaning given to it in Clause 31.3.2 of Schedule B
(Conditions of Contract).
Schedule C (Definitions)
7
CCN050
RESTRICTED – COMMERCIAL
PITO
IDENT1 CONTRACT
Northrop Grumman
RESTRICTED - COMMERCIAL
“Default”
means any breach of the obligations of either Party, as applicable,
(including fundamental breach or breach of a fundamental term) set
out in the Contract or any default, act, omission, negligence or
statement of either Party, its employees, agents or subcontractors in
connection with or in relation to the subject-matter of the Contract.
“Defect”
Means, solely in relation to Schedule H (Acceptance Procedures),
a Major Defect and / or Minor Defect, as applicable.
“Deliverable”
means any product, service, document, activity, review and other
items required to be delivered to the Authority as set forth in
Schedule H (Acceptance Procedures).
“Deployment Plan”
means the detailed plan for each Release described in Schedule G
(Transition) and Schedule O (Documentation) which has been
proposed by the Contractor and approved by the Authority in order
to manage the Transition and successfully achieve Transition,
including the transition and transformation activities described in
Clause 9 of Schedule B (Conditions of Contract).
“Detailed Operational
shall have the same meaning as “DOR”.
Requirements”
“Direct Loss”
means all Loss except that which as a matter of English Law is
considered indirect or consequential loss or damage.
“Disaster Recovery
means the disaster recovery and business continuity services being
Services”
provided by the Contractor to meet the requirements of Schedule D
(Detailed Operational Requirements).
“Disclosed Data”
means all Materials and data relating to matters which are or may be
relevant to the Services and the obligations undertaken by the
Contractor under the Contract, including all Materials and Authority
Data which were provided to the Contractor in connection with the
ITT (including any contained in the supporting information) and/or
the Due Diligence Exercise.
“Discriminatory Change in
means a Change in Law, the terms of which apply expressly to the
Law”
Authority, or to the provisions of the Services under the Contract.
“Documentation” or
shall have the meaning set forth in Clause 2 of Schedule O
“Document”
(Documentation).
“DOR”
means Schedule D (Detailed Operational Requirements)
“DPA”
means the Data Protection Act 1998 (as amended or replaced from
time to time).
“Due Diligence Exercise”
shall have the meaning set forth in Clause 4.1.1 of Schedule B
(Conditions of Contract).
“Effective Date”
means the signature date set out at the beginning of Schedule A
(Form of Contract) of the Contract.
Schedule C (Definitions)
8
CCN050
RESTRICTED – COMMERCIAL
PITO
IDENT1 CONTRACT
Northrop Grumman
RESTRICTED - COMMERCIAL
“Effective Date for National
means 11 January 2006.
Livescan Services”
“EIU Services or EIU”
means electronic identification units or services relating to such
units.
“Embedded Software”
means machine readable Software supplied as an integral part of the
Assets.
“Enhanced Operational
means the relevant date on which the Authority requires the
Service 1” or “EOS1”
Contractor to deliver the first tranche of enhanced operational
services in addition to the Baseline Operational Services (as such
relevant date and enhanced operational services are identified in
Schedule G (Transition) and as accepted by the Authority in
accordance with Schedule H (Acceptance Procedures)) in
accordance with the Service Levels set out in Schedule F (Service
Level Requirements).
“Enhanced Operational
means the relevant date(s) after EOS1 on which the Authority
Service n” or “EOSn”
requires the Contractor to deliver the next tranche of enhanced
operational services in addition to the Baseline Operational Services
and the Enhanced Operational Service 1. Such relevant dates and
future EOSn services will be enabled through the Change Control
Procedure and incorporated into Schedule D (Detailed Operational
Requirement) and Schedule G (Transition) and the provisions of
Schedule H (Acceptance Procedures) shall apply to such EOSn
services.
“Equipment”
means the equipment (including computer hardware), and any
associated peripherals and connecting equipment, either owned or
leased and used by the Contractor in the provision of any of the
Services.
“Escalation Procedure”
shall have the meaning set forth in Clause 1 of Schedule P (Dispute
Resolution Procedure).
“Exit Manager”
shall have the meaning set forth in Clause 3.2 of Schedule N (Exit
Strategy).
“Exit Period”
means the time (which shall not extend beyond the Termination
Date) during which the Parties shall carry out their respective
obligations under the Exit Plan, as set out in Annex N-2 of Schedule
N (Exit Strategy).
“Exit Plan”
means the plan developed in accordance with Clause 2 of Annex N-
2 of Schedule N (Exit Strategy).
“Failure”
means, solely in relation to Schedule H (Acceptance Procedures), a
Non Material Acceptance Event Failure or a Material Acceptance
Event Failure, as applicable.
“Fair Market Value”
means the value of the Assets as calculated in accordance with
Annex T-1of Schedule T (Assets)
Schedule C (Definitions)
9
CCN050
RESTRICTED – COMMERCIAL
PITO
IDENT1 CONTRACT
Northrop Grumman
RESTRICTED - COMMERCIAL
“Fast-Track Change”
shall have the meaning set forth in Clause 2.2.1(a) of Schedule L
(Change Control Procedure).
“Fast-Track Change
means the procedure described in Clause 2.2.1(a) of Schedule L
Management Procedure”
(Change Control Procedure) and set out in Annex 3 of Schedule L
(Change Control Procedure).
“Financial Records”
shall have the meaning set forth in Clause 2.4 of Schedule J (Access
and Inspection of Records).
“FOIA”
shall have the meaning set forth in Clause 28.5.6 of Schedule B
(Conditions of Contract).
“Force Majeure” or “Force
means:
Majeure Event”
(a)
fire, flood, earthquake, act of God, war, civil war or armed
conflict arising within and affecting the United Kingdom; or
(b)
nuclear, chemical or biological contamination of the Authority
Premises unless the source or cause of the contamination is
brought to or near the Authority Premises by the Party
claiming relief, its agents, servants or subcontractors;
(c)
the effect of pressure waves caused by devices travelling at
supersonic speed;
(d)
catastrophic accident in the air or on land, articles falling from
aircraft or impact from satellites or any act of terrorism
causing natural physical damage to the Authority Premises; or
(e)
strikes, lock-outs or labour disputes (but in each case, other
than of the non-performing Party’s employees or employees of
that Party’s Subcontractors).
Schedule C (Definitions)
10
CCN050
RESTRICTED – COMMERCIAL
PITO
IDENT1 CONTRACT
Northrop Grumman
RESTRICTED - COMMERCIAL
“Good Industry Practice”
at any time, the exercise of that degree of skill, diligence, prudence
and foresight which would reasonably and ordinarily be expected at
such time from a skilled and experienced:
(a) provider of information, communication and technology
services and information systems similar to the Services; and/or
(b) provider of expertise in change management and business
processes,
seeking in good faith to comply with its contractual obligations and
complying with relevant Law.“
“Guarantee”
shall have the meaning set forth in Schedule W (Parent Company
Guarantee).
“Guaranteed Obligations”
shall have the meaning set forth in Clause 2.3 of Schedule W
(Parent Company Guarantee).
“Hendon Agreement”
shall have the meaning set forth in Clause 38.2 of Schedule B
(Conditions of Contract).
“IDENT1 Contract”
solely to the extent used in Schedule W (Parent Company
Guarantee), shall have the meaning set forth in Schedule W
(Parent Company Guarantee) and it only includes Schedules A to
V. This definition only applies in the context of Schedule W
(Parent Company Guarantee).
“IDENT1 Services for
means the search capabilities for UKvisas, comprised within the
UKvisas”
IDENT1 Services, to fulfil the requirements of the Authority and
UKvisas as more particularly described in the relevant sections of
the Schedules to the Contract.
“Identification Programme
means the board through which the Authority shall manage the
Board”
overall direction of the Contract after the delivery of EOS1 for the
duration of the Contract as set forth in Schedule I (Contract
Management).
“Impact Analysis”
means the impact analysis set out in Clause 3.3 of Schedule L
(Change Control Procedure).
“Incumbent Supplier”
means the supplier(s) (including the Contractor) providing the
NAFIS Services and/or the SAFR Services, as applicable, to the
Authority prior to the date of Transfer of Operational Responsibility.
“Individual Score”
shall have the meaning set out in Clause 2.2 of Schedule F (Service
Level Requirements).
“Information”
shall have the meaning set forth in Clause 1.3 of Annex N-1 of
Schedule N (Exit Strategy).
“Integrity”
the maintenance of information systems and physical assets in their
complete and usable form.
Schedule C (Definitions)
11
CCN050
RESTRICTED – COMMERCIAL
PITO
IDENT1 CONTRACT
Northrop Grumman
RESTRICTED - COMMERCIAL
“Internal Escalation
shall have the meaning set forth in Clause 2 of Schedule P (Dispute
Procedure”
Resolution Procedure).
“Initial Term”
shall have the meaning set forth in Clause 5.1 of Schedule B
(Conditions of Contract).
means the occurrence of any act or event of insolvency or corporate
“Insolvent”
action, legal proceedings or other procedural step taken in respect of
the Contractor or any Material Subcontractor, including:
(a) any meeting of creditors of the person in question being
convened or held or any arrangement or composition with or
for the benefit of its creditors (including any voluntary
arrangement as defined in the Insolvency Act 1986) being
proposed or entered into by or in relation to the person in
question or any application for an interim order (including an
interim administration order) or moratorium being made;
(b) a liquidator, provisional liquidator, supervisor, receiver,
administrator, administrative receiver or person with similar
powers taking possession of or being appointed over, or any
distress, attachment, sequestration, execution or other process
being levied or enforced (and not being discharged within
twenty-eight (28) days) upon the whole or any substantial part
of the assets of the person in question (other than for the
purposes of a solvent reconstruction or amalgamation
previously approved in writing by the Authority (such approval
not to be unreasonably withheld or delayed), with the resulting
entity assuming all the obligations of the party in question);
(c) the person in question ceasing or threatening to cease to carry
on business, or admitting in writing its inability to pay or being
or becoming unable to pay its debts within the meaning of
Section 123 of the Insolvency Act 1986, or suspending or
threatening to suspend payment with respect to all or any class
of its debts, or becoming insolvent or commencing negotiations
with one or more of its creditors with a view to rescheduling
any of its indebtedness;
(d) a petition being presented and (other than in the case of an
administration petition) not being dismissed within twenty-
eight (28) days of presentation thereof, or a meeting being
convened for the purpose of considering a resolution or the
winding-up or dissolution of the person in question (other than
for the purposes of a solvent reconstruction or amalgamation
previously approved in writing by the Authority (such approval
not to be unreasonably withheld or delayed) with the resulting
entity assuming all the obligations of the party in question);
(e) the enforcement of a Security Interest (including the holder of a
qualifying floating charge giving a notice of intention to
appoint an administrator or filing a notice of appointment with
the court) over any assets of that person; or
(f) to the extent that such an act is not specified in sub-paragraphs
Schedule C (Definitions)
12
CCN050
RESTRICTED – COMMERCIAL
PITO
IDENT1 CONTRACT
Northrop Grumman
RESTRICTED - COMMERCIAL
(a) to (e) above, any legal process or proceeding which is
instituted in relation to that person in connection with the
insolvency of that person or the inability of that person to pay
its debts as they fall due, provided that such process or
proceeding is of equivalent or greater seriousness to the acts of
insolvency so specified in paragraphs (a) to (e) above; or
(g) if the person in question suffers any event analogous to any of
the foregoing in any jurisdiction to which the person in
question is incorporated or resident or subject (including a
filing under Chapter 11 or 12 of the US Bankruptcy Code).
“Intellectual Property
means patents (including patent applications), registered designs,
Rights”
trade marks and service marks (whether registered or otherwise),
copyright, database rights, design rights and other intellectual
property rights, including in other jurisdictions that grant similar
rights as the foregoing, including those subsisting in inventions,
drawings, performances, Software, semiconductor topographies,
improvements, discussions, business names, goodwill and the style
of presentation of goods or services, and in the applications for the
protection thereof throughout the world.
“Internal Escalation
shall have the meaning set forth in Clause 2.1 of Schedule P
Procedure”
(Dispute Resolution Procedure).
“IRR”
means the interest rate received for an investment consisting of
payments (negative values) and income (positive values) that occur
at regular periods. The rate of return calculated by IRR is the
interest rate corresponding to a 0 (zero) net present value.
“ITED”
means solely in relation to Schedule G (Transition) and Schedule H
(Acceptance
Procedures),
IDENT1
Technology
Evolution
Delivery. These are periodic, scheduled deliveries of system
enhancements that may include both hardware, software and
associated business processes. They are designed as incremental
deliveries to meet major milestones (TOR, BOS, EOS1, and each
EOSn thereafter) rather than have large, system changes with high
risk and major disruption to Users.
“ITT”
means the invitation to tender documentation sent to potential
contractors, including the Contractor, in September 2003.
“ITT Response”
shall have the meaning set forth in Recital D of Schedule A (Form
of Contract).
“Key Contractor Personnel”
shall mean the Contractor Personnel listed against the Key
Contractor Provisions in Part A of Schedule Q (Contractor’s
Solution) or such Contractor Personnel who are subsequently
appointed to a Key Contractor Position in accordance with Schedule
M (HR and TUPE).
“Key Contractor Positions”
shall mean the Key Contractor Positions listed in Schedule Q
(Contracting Solution) which may be amended from time to time in
accordance with Clause 6.2.2 of Schedule M (HR and TUPE)
Schedule C (Definitions)
13
CCN050
RESTRICTED – COMMERCIAL
PITO
IDENT1 CONTRACT
Northrop Grumman
RESTRICTED - COMMERCIAL
“Key Transition Milestones” shall have the meaning for that term as set out in Clause 3.1 of
Schedule G (Transition).
“LANTERN Pilot Phase 2”
means a pilot to develop, deploy and support mobile fingerprint
readers (MFRs) across a select number of Police Forces to provide
effective capture of fingerprint details and real time searching
against the national fingerprint collection on IDENT1.
LANTERN Service
Means an expansion of the Lantern Pilot Phase 2, Implementation
Expansion
Phase to services for up to 2,500 mobile fingerprint readers (MFRs)
to England and Wales police forces.
“Law”
means:
(a) any statute, regulation, by-law, ordinance or subordinate
legislation in force from time to time to which a Party is
subject;
(b) the common law and the law of equity as applicable to the
Parties from time to time;
(c) any binding court order, judgement or decree;
(d) any applicable industry code, policy or standard enforceable by
law; or
(e) any applicable direction, policy, rule or order that is binding on
a Party and that is made or given by any competent regulatory
body having jurisdiction over a Party or any of that Party’s
assets, resources or business,
in any jurisdiction that is applicable to the Contract, and “Legal”
shall be interpreted accordingly.
“LCIA”
shall have the meaning set forth in Clause 1.3 of Schedule P
(Dispute Resolution Procedure).
“Legacy Assets”
means the Assets described in Clause 1.2 of Schedule T (Assets).
“Legacy Livescan Contract”
means the contracts for livescan services that have not expired as at
the TOR-NAFIS date which were entered into between the
Incumbent Supplier and the Police Forces in England and Wales
under the contractual framework of the NAFIS Services – under
which the Incumbent Supplier remains responsible for the provision
of such Livescan Services to the relevant Police Forces until expiry
of the those Legacy Livescan Contracts or until the relevant Police
Forces enter into new contracts for the Livescan Services in
accordance with Schedule R (Livescan and EIUs).
“Legacy Livescan Services”
means the services provided to the relevant Police Forces by the
Incumbent Supplier under the Legacy Livescan Contracts.
“Liability Cap”
shall have the meaning set forth in Clause 41.1.2 of Schedule B
(Conditions of Contract).
Schedule C (Definitions)
14
CCN050
RESTRICTED – COMMERCIAL
PITO
IDENT1 CONTRACT
Northrop Grumman
RESTRICTED - COMMERCIAL
“Lifecycle Architecture
means the lifecycle milestone review, as defined within RUP.
Review”
“Lifecycle Objectives
means the lifecycle milestone review, as defined within RUP.
Review”
“Livescan” or “Livescan
means the services as set forth in Annex R-2 and Annex R-3 of
Services”
Schedule R (Livescan and EIUS) and as further set forth in
Schedule D (Detailed Operational Requirements).
“Loss” or “Losses”
means all incurred losses, liabilities, damages and Claims (including
in the case of the Authority the directly incurred losses, liabilities,
damages and Claims of the Police Forces), and all related costs,
expenses and payments made to third parties (including reasonable
legal fees and disbursements and costs of investigation, litigation,
settlement, judgment, interest and penalties).
“Major Defect”
means a condition observed by the Authority or the Contractor (as
applicable) in a review, inspection, demonstration, analysis or a test
that contradicts the Acceptance Criteria (for example, a software
operation that fails to deliver a function required under Schedule D
(Detailed Operational Requirements) to the extent that it
materially adversely affects the performance of the Services or any
Minor Defect that is: (a) repetitive or persistent; and (b) is not
remedied or a remedial action plan is either not agreed or not
implemented, once agreed and has a significant adverse effect on
any element of the Services.
“Material”
means any material in whatever form (including written, magnetic,
electronic, graphic or digitised) including any methodologies,
processes, know-how, reports, specifications, business rules or
requirements, manuals, user guides, training materials and
instructions, supporting material relating to Software and/or its
design,
development,
modification,
operation,
support
or
maintenance, but excluding Software.
“Material Acceptance Event
Means, solely in relation to Schedule H (Acceptance Procedure),
Failure”
any feature or function that is part of the Contract that is not made
available by the Contractor for the relevant Milestone and/or IAR.
“Material Subcontractor”
means the Subcontractors listed as Material Subcontractors in
Clause 2 of Part A of Schedule Q (Contractor’s Solution) and/or
Subcontractors deemed to be Material Subcontractors in accordance
with Clause 27.2 of Schedule B (Conditions of Contract).
“Maximum Allowable
means the score identified in the Scoring Tables in Schedule F
Score”
(Service Level Requirements) as the maximum allowable score.
“Measurement Window”
describes the time during, or frequency by, which a Service Level
shall be measured, and includes the period(s) for monitoring and
testing the Shadow Metrics as identified in Clause 3.1.3(b) of
Schedule F (Service Level Requirements).
“Milestone”
means an agreed date for the completion of any part of the
Schedule C (Definitions)
15
CCN050
RESTRICTED – COMMERCIAL
PITO
IDENT1 CONTRACT
Northrop Grumman
RESTRICTED - COMMERCIAL
Transition, a project, service or task as specified in the Transition
Plan, including such milestones identified in Schedule G
(Transition).
“Minimum Allowable
means the score identified in the Scoring Tables of Schedule F
Score”
(Service Level Requirements) as the minimum allowable score.
“Minor Defect”
means a condition observed by the Authority or the Contractor (as
applicable) in a review, inspection, demonstration, analysis or a test
that contradicts the Acceptance Criteria (for example, a software
operation that fails to deliver a function required under Schedule D
(Detailed Operational Requirement) that does not materially
adversely affect the delivery of the Services.
“Misrepresentation”
shall have the meaning set forth in Clause 41.5.1 of Schedule B
(Conditions of Contract).
“Modifications”
means to add to, enhance, reduce, change, replace, vary, derive or
improve, and “Modification”, “Modify”, and “Modified” have
corresponding meanings.
“Month”
means one (1) calendar month.
“Monthly Baseline Charges” means the monthly baseline charges (exclusive of VAT) for England
and Wales or for England, Wales and Scotland (as applicable), as
such monthly baseline charges are expressly identified in Schedule E
(Pricing), that are chargeable by the Contractor for the provision of
the Services (and which shall be adjusted, if applicable, in
accordance with the mechanisms in Schedule E (Pricing) in order to
identify the Actual Monthly Charges each month).
“Monthly Baseline Charges
means the monthly baseline charges (exclusive of VAT) for the
for IDENT1 Services for
IDENT Services for UKvisas, as such monthly baseline charges are
UKvisas”
expressly identified in Schedule E (Pricing), Annex E-12 (IDENT1
Services for UKvisas Monthly Charges), that are chargeable by
the Contractor for the provision of the IDENT1 Services for
UKvisas (and which shall be adjusted, if applicable, in accordance
with the mechanisms in Schedule E (Pricing), Annex E-12
(IDENT1 Services for UKvisas Monthly Charges) in order to
identify the Actual Monthly Charges for IDENT1 Services for
UKvisas each month).
“Monthly Baseline Charges
means the monthly baseline charges (exclusive of VAT) for National
for National Livescan
Livescan Services in England, Wales and Scotland (as applicable),
Services”
as such monthly baseline charges are expressly identified in
Schedule E (Pricing), that are chargeable by the Contractor for the
provision of the National Livescan Services (and which shall be
adjusted, if applicable, in accordance with the mechanisms in
Schedule E (Pricing) in order to identify the Actual Monthly
Charges for National Livescan Services each month).
“MOU” or “Memoranda of
means the terms agreed between the Police Forces or other Bureau
Understanding”
users and the Contractor that govern the Contractor’s use of such
Police Forces premises and facilities in connection with the
provision of the Services under the Contract, as more particularly
Schedule C (Definitions)
16
CCN050
RESTRICTED – COMMERCIAL
PITO
IDENT1 CONTRACT
Northrop Grumman
RESTRICTED - COMMERCIAL
described in Schedule O (Documentation).
“NAFIS Contract”
means the expired contract that the Parties entered into for the
provision of the NAFIS Services described in Recital A of Schedule
A (Form of Contract).
“NAFIS” or “NAFIS
shall have the meaning set forth in Recital A of Schedule A (Form
Services”
of Contract) .
“NAO”
means the National Audit Office.
“National Livescan
means the national centrally managed supply of Livescan services
Services”
(digital fingerprint capture technology).
“National Livescan Services
means the National Livescan Services Assets set out in Schedule T
Assets”
(Assets) used by the Contractor to fulfil the National Livescan
Services.
“New Services”
means services and/or requirements which are different from, and in
addition to, the Services, and which are agreed in accordance with
Clause 7.1.3 of Schedule B (Conditions of Contract).
“Non-Material Acceptance
means, solely in relation to Schedule H (Acceptance Procedures),
Event Failure”
any failure to pass an Acceptance Event which is cosmetic,
immaterial or which does not materially adversely affect the
technical acceptability of the Services.
“Objectives”
shall have the meaning set forth under the heading “Objectives” in
Schedule A (Form of Contract).
“OJEC Notice”
shall have the meaning set forth in Recital B of Schedule A (Form
of Contract).
“Operations Team”
means the employees and contractors of the Contractor who are paid
for as part of the Contractor’s services management and operations
team.
“Operational Readiness
means an agreed review meeting to check the readiness to deploy
Review”
any elements of the Service into the live environment.
“Optional Services”
means optional services identified as COSSP or COSSP Items in
Clause 8 of Schedule B (Conditions of Contract).
“Ordinary Course of
means either:
Business”
(a) any acts, omissions or conduct which is consistent in all
respects with the prevailing pattern, or course of conduct, or
management used by the Contractor in providing the Services
or undertaken in order to comply with the applicable
obligations under the Contract; or
(b) acts, omissions or conduct which a well managed commercial
company would undertake (assuming that such company is
Schedule C (Definitions)
17
CCN050
RESTRICTED – COMMERCIAL
PITO
IDENT1 CONTRACT
Northrop Grumman
RESTRICTED - COMMERCIAL
acting in a prudent and reasonable manner) in relation to the
provision of services like the Services, or in order to comply
with all applicable obligations under the Contract.
“Outline Exit Plan”
means the plan described in Clause 5 of Schedule N (Exit Strategy),
“Overall Score”
shall have the meaning set out in Clause 2.2 of Schedule F (Service
Level Requirements).
“Parent Company
means the guarantee set forth in Schedule W (Parent Company
Guarantee”
Guarantee).
“Parties”
means together the Authority and the Contractor (including their
respective permitted successors and assignees) and “Party” means
either of them, as applicable.
“Personal Data”
shall have the meaning set forth in the DPA.
“Premises”
means the Authority Premises or the Contractor Premises, as
applicable.
“Police Forces”
means the police forces in England and Wales, the police forces in
Scotland and any other entities that the Parties agree shall receive
Services as identified in Schedule D (Detailed Operational
Requirements) or as such entities are otherwise identified in
Schedule E (Pricing), and shall include the relevant police
authorities for such police forces and policing agencies in England
and Wales, and Scotland (as applicable), including those that may be
added from time to time in accordance with Schedule L (Change
Control Procedure) and shall also include UKvisas.
“Priority Categories”
shall have the meaning set forth in Clause 3 of Schedule L (Change
Control Procedure).
“Procurement Process”
means the process by which the Authority may seek tenders for the
provision of IT services (including any of the Services), which
process (so far as it involves the Contractor) shall not extend beyond
the Termination Date.
“Programme Status Review
means a regular agreed monthly meeting to check progress against
Meeting” or “PSR”
the Integrated Master Schedule (IMS), as more particularly
described in Schedule O (Documentation).
“Recovery Plan”
means the plan for recovery as described in Clause 5 of Part 1 of
Schedule F (Service Level Requirements).
“Release”
shall have the meaning set forth in Clause 1 of Annex G-2 to
Schedule G (Transition) and references in this Agreement to
“releases” shall include reference to “Releases”.
“Relevant Records”
shall have the meaning set forth in Clause 1.2 of Schedule J (Access
and Inspection of Records).
“Required Consent”
means such consents as may be required for:
Schedule C (Definitions)
18
CCN050
RESTRICTED – COMMERCIAL
PITO
IDENT1 CONTRACT
Northrop Grumman
RESTRICTED - COMMERCIAL
(a)
the assignment or novation of the NAFIS Services and/or
SAFR Services at the date of Transfer of Operational
Responsibility to the Contractor; and/or
(b)
the grant to the Contractor of the on-going rights of access and
use, or resources otherwise provided for in the Contract to
enable the Contractor (and the Subcontractors) to deliver the
Services in accordance with the Contract, including any
consents from third parties with any legal interest in any
element of the provision of the Services, Equipment, data,
documentation, Software or Materials.
“Requirements”
means the requirements of the Authority for services to be provided
by the Contractor as set out in Schedule D (Detailed Operational
Requirements) (including Annex D-1 (IDENT1 Services for
UKvisas), Schedule F (Service Level Requirements), Schedule G
(Transition), and Schedule K (Security).
“Response Time for SCB
shall have the meaning set out in Clause 2.3 of Schedule F, Part 4
SCORD Searches”
(Service Level Requirements for IDENT1 Services for UKvisas).
“Response Time for
shall have the meaning set out in Clause 2.2 of Schedule F, Part 4
UKvisas”
(Service Level Requirements for IDENT1 Services for UKvisas).
“Response Time
shall have the meaning set out in Clause 2.3 of Schedule F, Part 4
Performance for SCB
(Service Level Requirements for IDENT1 Services for UKvisas).
SCORD Searches”
“Response Time
shall have the meaning set out in Clause 2.2 of Schedule F, Part 4
Performance for UKvisas”
(Service Level Requirements for IDENT1 Services for UKvisas).
“Re-Transfer”
shall have the meaning set out in Clause 7.1 of Schedule M (HR
and TUPE).
“Re-Transfer Employees”
shall have the meaning set out in Clause 7.1 of Schedule M (HR
and TUPE).
“RUP”
means Rational Unified Process.
“SAFR” or “SAFR Services” shall have the meaning set forth in Recital A of Schedule A (Form
of Contract).
“Scoring Tables”
shall have the meaning set out in Clause 2.2 of Schedule F (Service
Level Requirements).
“Service Category”
shall have the meaning set out in Clause 2.2 of Schedule F (Service
Level Requirements).
“Service Charges”
means the charges identified in accordance with Schedule E
(Pricing).
“Service Continuity
means the services to be provided by the Contractor as described in
Capability”
Clause 4.1 of Part B of Schedule Q (Contractor’s Solution).
Schedule C (Definitions)
19
CCN050
RESTRICTED – COMMERCIAL
PITO
IDENT1 CONTRACT
Northrop Grumman
RESTRICTED - COMMERCIAL
“Service Credit”
shall have the meaning set forth in Clause 1.2 of Schedule E
(Pricing).
“Service Incentive
shall have the meaning given in Clause 1.2 of Schedule E (Pricing).
Payments”
“Service Level Criteria”
shall have the meaning given in Clause 2.2.2 of Schedule F (Service
Level Requirements).
“Service Level Failure”
shall have the meaning set forth in Clause 5.2.1 of Schedule F
(Service Level Requirements).
“Service Level Metrics”
shall have the meaning given in Clause 2.2.2 of Schedule F (Service
Level Requirements).
“Service Levels”
shall mean any or all of the levels of performance identified in the
Scoring Tables set out in Schedule F (Service Level
Requirements).
“Service Records”
shall have the meaning set forth in Clause 1.2.1 of Schedule J
(Access and Inspection of Records).
“Service Score”
means the scores awarded to relevant level of performance in
accordance with the Scoring Tables in Schedule F (Service Level
Requirements).
“Service Transfer Date”
means, with respect to exiting the Contract as described in Schedule
N (Exit Strategy), any date on or prior to (but which shall not
extend beyond) the Termination Date on which any Services are
transferred from the control and provision by the Contractor to the
control and provision of either the Authority or a Successor
Contractor.
“Service Transition Plan”
means the final transition arrangements setting out the timetable and
scope of required activities for transitioning any of the Services
(under the Contract) to the Successor Contractor and such transition
arrangements will be agreed between the Parties based upon the
relevant provisions of the Exit Plan (having given due weight to the
requirements and views of any Successor Contractor in accordance
with the provisions of Annex N-2 of Schedule N (Exit Strategy)).
“Services” or “IDENT1
means the services to be performed by the Contractor (including the
Services”
services identified in Clause 7.1 of Schedule B (Conditions of
Contract)) to fulfil the requirements of the Authority as such
requirements are set out in the Contract, with the exception of
Schedule Q (The Contractor’s Solution), but including the
IDENT1 Services for UKvisas.
“Seventh Data Protection
means the principle identified as the seventh principle in the DPA.
Principle”
“Shadow Metrics”
means new metrics proposed to enable the Service Level
Requirements (SLR) to achieve a better reflection of system
performance, business value and user satisfaction as more fully
described in Clause 2 of Part 2 of Schedule F (Service Level
Schedule C (Definitions)
20
CCN050
RESTRICTED – COMMERCIAL
PITO
IDENT1 CONTRACT
Northrop Grumman
RESTRICTED - COMMERCIAL
Requirements).
“Software”
means any computer program (including Source Code and object
code), program interfaces and any tools or object libraries embedded
in that software, used in the provision of the Services.
“Source Code”
means Software in eye-readable form and in such form that it can be
compiled or interpreted into equivalent object code together with all
technical information and documentation necessary for the use,
reproduction and Modification of such Software.
“Staff Transfer Date”
means in relation to each Transferring Employee, the date on which
the services in which such Transferring Employee is engaged
transfer to the Contractor (or such later date as the Parties may
agree).
“Subcontractor”
means a subcontractor or agent of the Contractor or the Contractor
Parent Company that provides any of the Services to, or on behalf
of, the Contractor or the Contractor Parent Company, as applicable.
The Subcontractors existing at the Effective Date are listed in Clause
2 of Part A of Schedule Q (Contractor’s Solution).
“Successor Contractor”
means any Party (including the Authority or any Police Force)
which the Authority nominates at its sole discretion to provide any
or all of the Services at the Termination of the Contract or at the
time of removed of such Services from the scope of the Contract.
“System Performance”
shall have the meaning set out in Clause 3 of Schedule F, Part 2
(Service Level Requirements).
“Target Response Time SCB shall have the meaning set out in Clause 5.2 of Schedule F, Part 4
SCORD Searches”
(Service Level Requirements for IDENT1 Services for UKvisas).
“Target Response Time for
shall have the meaning set out in Clause 5.1 of Schedule F, Part 4
UKvisas”
(Service Level Requirements for IDENT1 Services for UKvisas).
“Target Service Level”
means the service level that corresponds to the Target Service Score
as identified in the Scoring Tables of Schedule F (Service Level
Requirements).
“Target Service Score”
means the 100 Score identified in the Scoring Tables of Schedule F
(Service Level Requirements).
“Term”
means the period of the Initial Term plus any period of extension
pursuant to Clause 5.2 and Clause 5.3 of Schedule B (Conditions of
Contract), as applicable.
“Termination”
means the termination of the Contract due to expiry of the Term
without renewal, or the expiry of the Term after extending the
Contract in accordance with Clause 5 of the Schedule B (Conditions
of Contract), or a termination of the Contract pursuant to Clause 43
of Schedule B (Conditions of Contract).
“Termination Assistance”
means such technical advice and assistance as is reasonably
requested by the Authority to effect the smooth handover of any of
Schedule C (Definitions)
21
CCN050
RESTRICTED – COMMERCIAL
PITO
IDENT1 CONTRACT
Northrop Grumman
RESTRICTED - COMMERCIAL
the Services and the continued operation of the Services in
accordance with the Service Levels, as more particularly described
in Schedule N (Exit Strategy).
“Termination Date”
means the effective date of termination of the Contract as specified
in a notice of termination given in accordance with Clause 43 of the
Schedule B (Conditions of Contract), or the expiry date of the
Contract, as applicable.
“Terms and Conditions”
means the terms and conditions set out in Schedules A (Form of
Contract) and B (Conditions of Contract)but excluding the
provisions of the remaining Schedules, Appendices, or Annexes of
the Contract.
“Third Party Contracts”
Means the third party contracts identified in Schedule S (Software,
IPR and Third Party Contracts)
“Third Party Material”
means Material in which the Intellectual Property Rights are owned
by a third party, save that “Third Party Material” shall not include
Material, Software or Intellectual Property Rights owned by a
Material Subcontractor.
“Third Party Software”
means Software in which the Intellectual Property Rights are owned
by a third party save that “Third Party Software” shall not include
Material, Software or Intellectual Property Rights owned by a
Material Subcontractor.
“Transfer Date”
means the TOR, BOS, EOS1, or each EOSn date (as applicable)
specified in the Transition Plan.
“Transfer of Operational
means the relevant date(s) for: (i) England and Wales - also known
Responsibility” or “TOR”
as TOR NAFIS; and/or (ii) Scotland (as applicable) – also known as
TOR SAFR, on which the Authority requires the Contractor to
assume full operational responsibility for the Services (required by
the Authority at that date as identified in Schedule G (Transition)
and as accepted by the Authority in accordance with Schedule H
(Acceptance Procedures)) from the Incumbent Supplier in
accordance with the Service Levels set out in Schedule F (Service
Level Requirements). For the avoidance of doubt, TOR can mean
TOR for: (i) England and Wales; and/or (ii) TOR for Scotland, as
such TOR dates are more particularly identified in Schedule G
(Transition). With effect from the signature date of CCN 15, all
references to “TOR” in this Agreement (unless expressly stated
otherwise) are solely references to “TOR NAFIS” and such
references do not include TOR SAFR. From the signature date of
CCN15, TOR SAFR is incorporated into the BOS Transition
Milestone.
“Transferring Employee”
means an employee of the Incumbent Supplier or the Incumbent
Supplier’s subcontractors who transfer to the Contractor or a
Subcontractor on the Staff Transfer Date under TUPE as set forth in
Schedule M (HR and TUPE).
“Transition”
means the transition and/or transformation services (as applicable)
described at Clause 9 of Schedule B (Conditions of Contract) and
Schedule C (Definitions)
22
CCN050
RESTRICTED – COMMERCIAL
PITO
IDENT1 CONTRACT
Northrop Grumman
RESTRICTED - COMMERCIAL
as set out in Schedule G (Transition).
“Transition Criteria”
means appropriate and measurable interim criteria for assessing
progress and/or achievement of material activities and deliverables
relating to Key Transition Milestones and other Transition
Milestones (as proposed by the Contractor and agreed between the
Parties in accordance with Schedule G (Transition)) which the
Contractor is required to meet in accordance with Schedule H
(Acceptance Procedures).]
“Transition Milestone”
means a milestone as identified in Schedule G (Transition).
“Transition Period”
means the period commencing on the Effective Date and ending on:
(i) the date when all agreed Transition activities are completed in
accordance with the Transition Plan; or (ii) EOS1, as more
particularly identified in Schedule G (Transition).
“Transition Plan”
means the project plan detailed at Schedule G (Transition) at the
Effective Date which has been proposed by the Contractor and
approved by the Authority in order to manage the Transition and
successfully achieve Transition, including the transition and
transformation activities described in Clause 9 of Schedule B
(Conditions of Contract). From the signature date of CCN15, the
Transition Plan shall in addition be comprised of, and be updated by,
a sequence of Deployment Plans.
“Transition Services”
means the services to be provided by the Contractor in relation to
Transition.
“Turnover Rate”
means the number of Contractor Personnel leaving the employment
of the Contractor over a 12 month period divided by the average
number of Contractor Personnel during the same period.
“TUPE”
means Transfer of Undertakings (Protection of Employment)
Regulations 1981 (as amended).
“UKvisas”
means the joint directorate of the Home Office and the Foreign and
Commonwealth Office known as UKvisas, whose address is Foreign
and Commonwealth Office, King Charles Street, London, SW1A
2AH.
“Value for Money
means the mechanism for establishing value for money to the
Mechanism”
Authority as identified in Schedule E (Pricing).
“VAT”
means value added tax.
“Weighting”
means the relative relationship between measures within the same
class (e.g. a class being the collection of Service Level Metrics,
Service Level Criteria, or Service Categories, as applicable) so that
the total weightings for the relevant class equals 1.00. The
Weightings applicable from the Effective Date are identified in the
relevant parts of Schedule F (Service Level Requirements).
“Work Product”
means any output (in whatever form), including any Software or
Materials, which may be created, developed or modified by or on
Schedule C (Definitions)
23
CCN050
RESTRICTED – COMMERCIAL
PITO
IDENT1 CONTRACT
Northrop Grumman
RESTRICTED - COMMERCIAL
behalf of the Contractor during the performance of the Services,
whether solely or jointly by the Contractor and the Material
Subcontractors.
“Working Days”
means a day (other than a Saturday or Sunday) on which banks are
open for business in the City of London.
Schedule C (Definitions)
24
CCN050
RESTRICTED – COMMERCIAL
