Lee Culshaw
Navy Commercial
MP1.1
Navy Command Headquarters
Leach Building
Whale Island
Portsmouth
PO2 8BY
Telephone: 03001552535
Email: xxx.xxxxxxxxxx@xxx.xxx.xx
28 March 2021
Dear Sir / Madam
Invitation to Tender Reference 701551542
1.
You are invited to tender for the Provision of Senior Leadership Executive Coaching in
accordance with the attached documentation.
2.
The requirement is set out in the Statement of Requirements.
3.
Funding has been approved. The total budget is £19,750.00 (excluding VAT).
4. You should submit your Tender electronically via the Defence Sourcing Portal, as soon as
possible, by email to the Commercial Officer shown above.
Yours faithfully
Lee Culshaw
Commercial Manager
SC1a ITT Non-Comp
(Edn 15 Feb 21)
Ministry of Defence
Invitation to Tender (ITT)
Less Complex Requirements
(Non-Competitive)
To:
ITT Reference No: 701551542
ITT Issue Date: 28 March 2021
Due for return by (Due Date): As soon as possible
From: Navy Commercial
Address: MP1.1, NCHQ, Leach Building, Whale
Island, Portsmouth, PO2 8BY
Commercial Officer: Lee Culshaw
Telephone: 03001552535
Email:xxx.xxxxxxxxxx@xxx.xxx.xx
This ITT consists of:
1.
Invitation to Tender – Less Complex Requirements Non-Competitive.
2.
Annex A - Offer.
3.
Annex B - Tender Evaluation Criteria.
4.
Special Notices and Instructions to Tenderers.
5.
Purchase Order, including the Schedule of Requirements.
6.
Statement of Requirements.
7.
MOD Terms and Conditions for Less Complex Requirements.
8.
DEFFORM 68 (see Clause 9 of Terms and Conditions).
9.
Statement Relating to Good Standing.
10.
Cyber Risk Assessment
The Tenderer must return:
1.
Completed Annex A to this ITT.
2.
Completed Purchase Order.
3.
Any other documentation requested in the Tender
Notices To Tenderers
1. You are invited to tender, in accordance with the following Conditions, for the supply of
Deliverables detailed in the accompanying ITT Material. This ITT has been issued only to the
addressee; it is not an invitation to participate in competitive tendering. Any inferred reference to
competitive tendering in this document is to be construed as a reference to a single tender.
The
issue of an ITT is not a commitment by the Secretary of State for Defence - ‘the Authority’ -
to place an order as a result of the tendering exercise or at a later stage. Any expenditure,
work or effort undertaken prior to an offer of Contract and acceptance thereof, is a matter
solely for the commercial judgement of your company. The Authority reserves the right
to:
a. undertake an iterative tendering process following receipt of the tender;
b. waive or change the requirements of this ITT from time to time without prior (or any)
notice being given by the Authority;
c. seek clarification or documents in respect of a Tenderer's submission;
d. disqualify any Tenderer that does not submit a compliant tender in accordance with
the instructions in this ITT;
e. disqualify any Tenderer that is guilty of serious misrepresentation in relation to its
tender, expression of interest, the PQQ or the tender process;
f. withdraw this ITT at any time, or to re-invite tenders on the same or any
alternative basis;
g. choose not to award any Contract as a result of the current procurement process;
and / or
h. make whatever changes it sees fit to the timetable, structure or content of the
procurement process, depending on approvals processes or for any other reason.
Publicity Announcement 2. The Tenderer is advised that the MOD may wish to publicise the award of the Contract for
the requirement described in the Schedule of Requirements in the attached Purchase Order.
3. Any Tenderer who wishes to make a similar announcement, either coincident with or
subsequent to the MOD's announcement, should contact the Authority’s Representative
(Commercial Officer) named in the Purchase Order. The content of any announcement a
successful Tenderer may wish to make must be cleared in writing and in advance by the MOD
Authority’s Representative (Commercial Officer) named in the Purchase Order who shall liaise
with the MOD Security branch responsible for clearance of publicity material for open publication.
4. If the notice inviting tenders was advertised in Contracts Finder, the MOD will publish the
following information on the Contract awarded unless the MOD decides that there are specific
and valid reasons for not doing so:
a. Contractor’s Name;
b. Nature of the Deliverables to be supplied;
c. Award criteria;
d. Rationale for Contract award;
e. Total price of the Contract awarded.
5. Under no circumstances should a successful Tenderer(s) confirm to any third party the fact
of their acceptance of an offer of Contract prior to informing the MOD of their acceptance, and / or
ahead of the MOD's announcement of the award of Contract.
Codes of Practice The attention of Tenderers is drawn to the agreements that have been reached by the MOD /
Industry Commercial Policy Group (CPG) on Codes of Practice. The Codes of Practice are
intended to demonstrate a commitment by the MOD and its suppliers to the establishment of
better working relationships in the supply chain, based on openness and trust. The opportunity
also exists for Tenderers to advertise any subcontract valued at over £10,000 in the Defence
Sourcing Portal and further details can be obtained directly from:
https://www.gov.uk/guidance/subcontract-advertising. This process is managed by the Strategic
Supplier Management team who can be contacted at: xxxxxxxxxxxxxxxxxxxxxx@xxx.xxx.xx.
Submission of Tender 6. Tenderers must:
a. Sign and date Part A (but not Part C) (“Effective date”) of the Offer and Acceptance
box on both copies of the Purchase Order, scan and return them both as a PDF as part of
their tender. The Terms and Conditions are to be kept by the Tenderer for their records.
b. Complete the Consignor Box with the name and address of the Consignor where the
MOD stipulates that the Deliverables will be transported by the MOD (as defined in the
Purchase Order under the Transport Instructions box);
c. Complete the Schedule to the Purchase Order by populating the Delivery Date
column (if stated to do so), the Firm Price (£) Ex VAT sub columns (Per Item and Total inc.
packing), finally completing the Total Firm Price at the bottom of the Schedule.
d. Sign, scan and return one copy of the tender form at Annex A to this Invitation to
Tender – Less Complex Requirements – Non-Competitive Procurement, as a PDF as part
of their tender.
e. Provide any other information requested in this Invitation to Tender.
7. Tenders must be submitted electronically via the Defence Sourcing Portal.
8. Tenderers must ensure they are registered on the Defence Sourcing Portal in order to
submit their Tender response. A supplier registration guide and a supplier user guide is available
on the Defence Sourcing Portal landing page.
9. The electronic copy of the Tender must be compatible with MS Office Word and other MS
Office applications. If you password protect or encrypt any information containing prices, you
must supply the password / use compatible encryption methods so that the Authority can
undertake a pricing evaluation.
10. The Defence Sourcing Portal is accredited to OFFICIAL SENSITIVE. Material that is
protectively marked above this classification must not be uploaded. Please contact if you have a
requirement to submit documents above OFFICIAL SENSITIVE
11. Tenderers must not upload any ITAR or Export Controlled information as part of your
Tender or ITT documentation into the Defence Sourcing Portal. You must contact the MOD
Commercial Officer to discuss any exchange of ITAR or Export Controlled information. You must
ensure that you have the relevant permissions to transfer information to the Authority.
12. If you have any difficulty accessing the Defence Sourcing Portal of if you have any
questions with regards to the Tendering exercise itself, please contact the MOD Commercial
Officer
13. Any request for an extension of the period for tendering must be submitted on the DSP at
least four (4) Business Days before the Tender return date. Any extension will be at the sole
discretion of the Authority. Correspondence connected with your tender which requires attention
before the tender return date, or communications stating that no tender will be submitted, must be
submitted on the DSP.
14.
No useful purpose is served by enquiring about the result of this ITT. You will be
notified of the Authority’s decision as early as possible.
Formation of Contract 15. Once the evaluation process has been completed, the Tenderer will be notified of the
outcome of the tender process. The Authority’s Representative (Commercial) stipulated on the
Purchase Order will accept a successful tender by signing and dating Part B of the Offer and
Acceptance box of the Purchase Order and dating Part C to signify the Effective Date i.e. the date
of the Contract. The Effective Date shall be no earlier than the date of acceptance of the tender
and shall allow a reasonable time for the acceptance to be communicated to the Contractor. One
copy of the completed Purchase Order will then be returned to the Contractor to be attached to
their copy of the Terms and Conditions.
Instruction to Tenderers 1.
Small and Medium-sized Enterprises The Authority is committed to supporting the
Government’s small and medium-sized enterprise (SME) initiative; its ambitious target is that
every £1 in every £3 that the Government spends should be with small businesses by 2020. Our
goal is that 25% of MOD spending should be spent with SMEs by 2020; this applies to the money
which the MOD spends directly with SMEs and through the supply chain. The Authority uses the
European Commission definition of an SME.A key aspect of the Government’s SME Policy is
ensuring that its suppliers throughout the supply chain are paid promptly. All suppliers to the
Authority and their sub-contractors are encouraged to make their own commitment and register
with the Prompt Payment Code. Suppliers are also encouraged to work with the Authority to
support the Authority’s SME initiative. Information on the Authority’s purchasing arrangements,
our commercial policies and our SME policy can be found at
Gov.UK. 2.
Price The prices quoted for the Deliverables and Packaging must be set out in strict
accordance with the requirements of the Schedule to the Purchase Order. The Tenderer shall
include in their Tender any additional information regarding their quotation price breakdown,
equality of information etc. as requested elsewhere in this ITT Material
3.
Orders for Parts of the Tender The Authority reserves the right,
unless the Tenderer
expressly states that parts of the Tender may not be accepted separately in their tender, to
order some or all of the Deliverables stated in the Schedule to the Purchase Order.
4.
Alternative Conditions The Tenderer shall comply with the notices and instructions set
out in this ITT and submit a tender compliant with the MOD Terms and Conditions for Less
Complex Requirements. Any offer made subject to additional or alternative contractual conditions
will not be considered and will be rejected on the grounds of those conditions alone.
5.
Tender Evaluation The Tender evaluation shall be carried out in accordance with the
Evaluation Criteria stated in the ITT Tender documentation.
The Authority can only evaluate
those things stated in your Tender. 6.
Alterations to Purchase Order Any alteration to the Purchase Order suggested by the
Tenderer e.g. an alternative Delivery offer, should be effected by striking through the original
entry and inserting the alternative adjacent to it. The Tenderer's attention is, however, drawn to
paragraphs 3 to 5 above.
7.
Completion of Tender
a. In the event of a Deliverable appearing more than once in the attached Schedule of
Requirements, whether separately or as part of an assembly, the Tenderer is requested to
quote on the basis of the total quantity for that Deliverable.
b. The Tenderer should ensure that their tender is clear and in a form which will allow
the Authority to take copies for evaluation purposes.
8.
Tenders for Selected Deliverables Tenders need not necessarily be for all the
Deliverables listed in the Schedule to the Purchase Order. The words “No Tender” should be
inserted in the price column against items for which no offer is made.
9.
Bid costs The Tenderer will bear all costs associated with preparing and submitting their
Tender. If the Tender process is terminated or amended by the Authority, the Tenderer will not
be reimbursed.
10.
ITT Material
a. ITT Material means information (including for example, drawings, handbooks,
manuals, instructions, specifications and notes of pre-tender clarification meetings, in
whatever form or medium, patterns and samples) issued to you by the Authority or on its
behalf, or to which you have been given access, for the purposes of responding to this ITT.
ITT Material remains the property of the Authority or other owners and is released solely for
the purpose of tendering. The Tenderer shall notify the Authority’s Representative
(Commercial Officer) without delay if any additional ITT Material is required for the purpose
of tendering. The Tenderer shall be responsible for the safe custody and due return of ITT
Material, and shall be responsible for all loss or damage sustained while in their care, and
until re-delivered to the Authority.
b.
Destruction of ITT Material You must immediately confirm destruction of (or in the
case of software, that it is beyond use) all ITT Documentation, ITT Material and derived
information of an unmarked nature, should you decide not to respond to this ITT, or you are
notified by the Authority that your Tender has been unsuccessful.
c.
Intellectual Property Rights in ITT Material The Intellectual Property Rights in ITT
Material may belong to the Authority or a third party. The ITT Material may only be used for
the purpose of responding to this ITT and shall not be copied, or disclosed to anyone other
than employees of the Tenderer involved in the preparation of the tender, without the prior
written approval of the Authority. If the Tenderer discloses the ITT Material other than to
employees involved in the tender preparation, or uses the ITT Material other than for the
purpose of tendering, the Authority, or the third party owner, may suffer damage for which
compensation may be sought from the Tenderer.
d.
Confidentiality Agreements Some or all of the ITT Material issued in connection
with this ITT may already be the subject of Confidentiality Agreements. The provisions of
such agreements are in addition to, and not in substitution for, any obligations arising from
receipt of or access to ITT Material under the terms of this ITT, and the provisions of sub-
paragraphs 10.a - c above.
11.
Samples
a. Where it is indicated in Annex B that samples may be required for evaluation, the
Tenderer must be prepared to submit them without charge. Samples should be clearly
labelled with the following particulars:
(1) The Tenderer's name and address.
(2) The ITT Reference Number and Tender return date.
(3) Description and Item Number as shown in the Schedule to the Purchase
Order.
b.
The Authority shall retain all samples for 12 months. After this period the
Authority shall destroy the samples unless you specifically state you require their return.
The sample of any subsequent contracts shall be kept indefinitely.
12.
Notification of Inventions etc.
a.
The Tenderer acknowledges that their prices shall include the use of any
intellectual property rights which they own or control to the extent that their use is required for the
performance of any resultant Contract. The Tenderer also acknowledges that their prices include
subsequent use by the Authority of anything delivered under the Contract.
b.
In their tender the Tenderer shall notify the Authority of:
(1) any invention or design the subject of patent or registered design rights (or
application therefore) of which the Tenderer is aware , and;
(2) any other restriction (including any export requirement or restriction) as to
disclosure or use or obligation to make payments in respect of intellectual property
(including technical information) to which the Tenderer is subject, and;
(3) any allegation of infringement of intellectual property rights made against the
Tenderer;
which pertains to or appears to be relevant to the performance of any resultant
Contract or to subsequent use by the Authority of anything required to be done or
delivered under any resultant Contract.
c. The Tenderer shall, at the request of the Authority, give the Authority particulars of
every restriction and obligation referred to in sub-paragraph 12.b.(2) above.
d. If the information required under this paragraph 12 has been provided previously, the
Tenderer may satisfy these requirements by giving details of the previous notification.
13.
Ozone Depleting Substances The Tenderer must state whether the Contractor
Deliverables or any item provided in accordance with the Terms and Conditions of the Contract
(including Packaging) use Substances that deplete the Ozone Layer, as defined in Regulation
(EC) 1005/2009, as it applies in Great Britain as retained EU law, and as it applies in Northern
Ireland directly.
14.
Hazardous Deliverables and Substances It is a condition of this ITT that where the ITT
calls for, or the Tenderer proposes, the use of Hazardous Deliverables or substances, the
Tenderer shall provide with their tender a completed Safety Data Sheet in accordance with
Clause 9 of the Terms and Conditions. Failure to comply fully with this condition may result in the
tender being deemed non-compliant thus rendering it ineligible for further consideration by the
Authority.
15.
Elimination Of Asbestos It is a condition of this ITT that the Deliverables shall not
incorporate asbestos of any kind. The Tenderer will confirm this by signing and returning the
tender form at Annex A to this ITT as part of their tender.
16.
Transparency, Freedom of Information and Environmental Information Regulations
a. Tenderers should be aware that, if they are awarded the Contract, the content of the
Contract may be published by the MOD to the general public in line with government policy
set out in the Prime Minister’s letter of May 2010
(https://www.gov.uk/government/policies/improving-the-transparency-and-accountability-of-
government-and-its-services).
b. Before publishing the Contract, the MOD will redact any information which would be
exempt from disclosure if it was the subject of a request for information under the Freedom
of Information Act 2000 (“the FOIA”) or the Environmental Information Regulations 2002
(“the EIR”).
c. The FOIA and the EIR provide a more general statutory right of access to information
held by or on behalf of public authorities, including information provided by third parties
such as suppliers. This right of access is subject to a number of exemptions, including
confidential information and commercially sensitive information. Further details of MOD
policy on FOIA and EIR can be found on the Acquisition Operating Framework
(https://www.aof.mod.uk/aofcontent/tactical/toolkit/index.htm click on "Commercial Toolkit"
then "MOD Commercial Management" then "Freedom of Information").
d. In order to assist the MOD in applying the exemptions in the FOIA and the EIR,
Tenderers should complete the appropriate Tenderer’s Commercially Sensitive Information
box in the Purchase Order, explaining which parts of their tender they consider to be
sensitive or confidential. Tenderers are also requested to include in the box the details of a
named individual who may be contacted with regard to this information.
e. Tenderers should note that, while their views will be taken into consideration, the
ultimate decision whether to publish or disclose information provided to the MOD lies with
the MOD. Tenderers are advised to give as much detail as possible on the Purchase
Order. It is highly unlikely that a contract will be exempt from disclosure in its entirety.
Should the MOD decide to publish or disclose information against the wishes of a Tenderer,
the Tenderer will be given prior notification.
17.
Consultation with Credit Reference Agencies The Authority may consult credit
reference agencies to assess the creditworthiness of a Tenderer. Information on creditworthiness
may be used by the MOD to support and influence decisions to enter into business with a
Tenderer.
18.
Canvassing Any Tenderer who directly or indirectly seeks to persuade any officer,
member, employee, or agent of the MOD concerning this procurement except by responding to
this ITT or who directly or indirectly obtains or attempts to obtain information from any such
officer, member, employee or agent of the MOD concerning any other Tenderer, tender or
proposed tender concerning this procurement before the end of the selection process will be
disqualified from consideration for this procurement.
19.
Conflicts of Interest
a. MOD policy states that it is sometimes in the MOD’s wider business interests to allow
suppliers to operate on both the client and supply side. Conflicts of Interest (CoI) can occur
outside of direct commercial relationships between the MOD and its suppliers and therefore
all personnel involved in acquisition (both Authority and Tenderer) should be familiar with
the Conflicts of Interest Commercial Policy Statement (CPS).
b. Accordingly, Tenderers shall notify immediately the Authority of any current or
potential CoI relating to the requirement and shall give particulars of every instance.
c. Where the Authority permits the Tenderer or any entity within the Tenderer’s
potential supply chain or any entity providing advisory services to the Tenderer or its
potential supply chain to work on both the client and supply side, the Contractor shall, as a
legally binding agreement or Condition of Contract, be required to:
(1) Adopt a formally agreed, legally binding, Compliance Regime (CR) between
the Authority and the Contractor. This shall include but not be limited to:
(a) Manner of operation and management;
(b) Roles and responsibilities;
(c) Standards for integrity and fair dealing;
(d) Levels of access to and protection of competitors’ sensitive information
and Government Furnished Information;
(e) Confidentiality / Non-Disclosure Agreements (NDA’s)(e.g. DEFFORM
702);
(f) The Authority rights of audit;
(g) Physical and Managerial separation.
(2) Identify potential or actual Conflicts of Interest;
(3) Investigate breaches.
20.
Collusive BehaviourThe Tenderer’s attention is drawn to the requirements of the
Competition Act 1998, Part 1. Any Tenderer found to have been part of a ‘Concerted Practice’ or
‘Agreement’, the purpose of which was to prevent, restrict or distort competition, shall be
disqualified from consideration from this procurement. Disqualification will be without prejudice to
any to any civil remedy available to the Authority or criminal liability which the conduct of the
Tenderer may attract.
21.
Bribery Any Tenderer who offers to pay or give or does pay or give any sum or sums of
money, inducement or valuable consideration directly or indirectly to any party for doing or having
done or causing or having caused to be done, any act or omission concerning this tender shall be
disqualified. Disqualification will be without prejudice to any to any civil remedy available to the
Authority or criminal liability which the conduct of the Tenderer may attract.
22.
Authority Remedies for Breach of Contract Tenderers should be aware of the
contractual remedies set out at Clause 17 of the Terms and Conditions of the Contract which may
apply in the event of a breach of Contract by the Contractor. Damages for breach of contract are
not limited under the contract. However Tenderers should also note under Clause 17 that in
exercising its rights and remedies under the contract the Authority must act in a reasonable and
proportionate manner having regard to the nature and consequences of the breach of contract. If
Tenderers are unsure about the potential liability under the contract, they should seek advice as
appropriate.
23.
Cyber Essentials Accreditation For all new requirements advertised from 1st January
2016 which entail the transfer of MOD identifiable information from customer to supplier or the
generation of information by a supplier specifically in support of the MOD contract, MOD will
require suppliers to have a Cyber Essentials certificate by the contract start date at the latest, and
for it to be renewed annually. This requirement must be flowed down the supply chain.
In this context ‘information’ means any information in any written or other tangible form disclosed
to one party by or on behalf of the other party under or in connection with the Contract, including
information provided in the tender or negotiations which preceded the award of the Contract.
Please notify the Authority as soon as you become aware of any issues with Supply Chain ability
to comply with Cyber Essentials.
THE TENDERER MUST SIGN AND RETURN ONE COPY OF SC1A ITT Non-Comp (Annex A)
WITH THEIR TENDER
Annex A
SC1A ITT Ref No
Ministry of Defence
TENDER
To the Secretary of State for Defence (hereinafter called "the Authority")
The undersigned Tenderer having read the Invitation to Tender – Less Complex Requirements – Non-Competitive Procurement and accompanying
Terms and Conditions offers to supply the Deliverables (to the extent which the Authority may determine in ordering the Deliverables ) at the price
or prices and at the time or times stated and in accordance with any drawings and / or specifications stated in the Purchase Order and subject the
above mentioned MOD Conditions.
The following additional information is provided:
Notification of Inventions
Please state below details invention or design, other restriction and any allegation of infringement specified in Paragraph 12.b and 12.d
(continue on a separate sheet if necessary).
Ozone Depleting Substances
Please state below details of the use of substances specified in Paragraph 13, or state “NIL RETURN” (continue on a separate sheet if
necessary).
Asbestos
By signing this Offer, the Contractor confirms that the Deliverables do not incorporate asbestos as specified in Paragraph 15
Premises where Contract will be performed (if applicable)
The Deliverables, or any part of them supplied under this Contract resulting from this tender will be manufactured and or bought in from
premises detailed below:
Value of Tender (excluding VAT)
Total cost of Deliverables, including packaging, required computed at the Tenderer's quoted price £
Total value of tender (to be repeated below in WORDS) £
(WORDS: )
Value Added Tax
If registered for Value Added Tax purposes, please insert
a. Registration No
b. Total amount of Value Added Tax payable on this tender (at current rate(s)) £
Transparency
Should the Tenderer be awarded a Contract resulting from this tender, it understands that the Authority may publish the content of the
Contract to the general public. The Commercially Sensitive Information which forms part of the Purchase Order is completed to assist the
Authority in applying the appropriate exemptions in the FOIA and the EIR.
Dated this day of Year
Signature: In the capacity of
(State official position e.g. Director, Manager, Secretary etc.)
Name: (in BLOCK CAPITALS)
duly authorised to sign this tender for and on behalf of:
(Tenderer's Name)
Annex B - Tender Evaluation Criteria
D1. This section details how your Tender will be evaluated.
D2. Your tender must meet all evaluation requirements to be considered compliant.
D3. Should any exclusions, assumptions, dependencies or caveats apply to your Tender or any
of the goods and/or services that you would provide when delivering the requirements, these
should be clearly indicated in the relevant areas of the Tender.
Commercial Evaluation
D4. The Commercial Evaluation will assess if:
any required delivery dates can be met
all Terms & Conditions have been accepted.
Tender Offer Annex A was submitted.
the Statement Relating to Good Standing was submitted.
any other requested were submitted.
the Supplier Assurance Questionnaire (and Cyber Implementation Plan, if required) was
submitted.
D5. A Tender may be considered non-compliant if any of the items detailed in D4 are not provided.
D6. The Authority reserves the right to undertake a financial health check as part of the
Commercial Evaluation.
D7. In the event that a Parent Company or Bank guarantee is requested and is not provided,
The Authority retains the right to consider the Tender non-compliant.
Financial Evaluation
D8. The Financial Evaluation will assess the Total Price the Tenderer has offered to deliver all the
requirements set out in the Statement of Requirements.
D9. Prices should be provided for each item listed in the Schedule of Requirements. The Total
Price should be confirmed on Tender Annex A. This shall be the total maximum cost for the provision
of all requirements (goods and/or services) detailed in the Statement of Requirement for the full
maximum duration of the requirement, including any optional services and periods.
D10. Where estimated Authority usage figures are shown on the Schedule of Requirements, the
Total Price figure shall not be a guarantee of payments to be made under any resulting Contract.
D11. When the contract is in place, payments for goods and/or services will be made after the
goods and/or services have been fully delivered. For example, payment for purchase of an item
will be made after it has been delivered and installed or payment for annual maintenance of a
piece of equipment will be made at the end of the contract year during which the maintenance
was undertaken.
D12. A Tender may be considered non-compliant if the Total Price is greater than the total
available funding of £19,750 or it has not provided prices for the all items in the Schedule of
Requirements.
Technical Evaluation
D13. The Technical Evaluation will assess how much confidence the Tender gives The Authority,
that the Tender can meet and deliver the requirements set out in the Statement of Requirements.
D14. Technical evaluators are considered to be Subject Matter Experts (SME) on the Statement of
Requirements.
D15. A Tender may be considered non-compliant if it does not give The Authority confidence that it
can deliver all requirements.
Invitation to Tender
Special Notices and Instructions to Tenderers
1. The contents of this Invitation to Tender must not be disclosed to un-authorised persons and
must be used only for the purposes of tendering.
2. In addition to the Notices and Instructions specified elsewhere in the Invitation to Tender (ITT)
the following shall also apply:
IR35 off payroll working rules are not considered to apply to this requirement unless the Winning
Tenderer indicates that the personnel who will be used to deliver Services will not be employed
through their payroll. In those circumstances, a relevant assessment will be raised.
A Cyber Risk Assessment has been raised for this requirement under Assessment number RAR-
6DFT8KDF. The associated Cyber Risk Profile is ‘very low’’.
Where a Cyber Risk Assessment has been raised, Tenderers must complete a Supplier Assurance
Questionnaire against this Cyber Risk Assessment, online at
https://supplier-cyber-
protection.service.gov.uk/help/scp/completesaq, and submit a copy of the completed questionnaire as
part of the tender submission.
Further guidance on the Cyber Risk process can be found in the Cyber Security Model Industry
Buyer and Supplier Guide at
https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/7185
66/20180203_Cyber_Industry_Buyer_and_Supplier_Guide_v2_1.pdf
If a Tenderers Supplier Assurance Questionnaire score does not meet the level set in the Cyber
Risk Assessment, this does not prevent submission of a Tender. In those circumstances, a Cyber
Implementation Plan should be completed as part of the tender submission, to demonstrate what
actions will be taken to meet the required Cyber Risk level. Provided the actions and timescales
were considered acceptable to The Authority, the Cyber Implementation Plan would then be
included as a requirement in any resulting Contract.
Cyber Implementation Plan Template
MOD contract number:
CSM Risk Acceptance Reference:
CSM Cyber Risk Profile:
Name of Supplier:
Current level of Supplier compliance:
Reasons unable to achieve full
compliance:
Measures planned to achieve
compliance / mitigate the risk with dates:
Anticipated date of compliance /
mitigations in place:
SC1A PO (Edn 03/21)
PURCHASE ORDER
Contract No: 701551542
Contract Name: Provision of Senior Leadership Executive Coaching
Dated: 28 March 2021
Supply the Deliverables described in the Schedule to this Purchase Order, subject to the
attached MOD Terms and Conditions for Less Complex Requirements (up to £122,979).
Contractor
Quality Assurance Requirements (Clause 8)
Name:
Registered Address:
Consignor (if different from Contractor’s
Transport Instructions (Clause 10)
registered address)
Select method of transport of Deliverables
Name:
To be Delivered by the Contractor
Address:
To be Collected by the Authority
Each consignment of the Deliverables
shall be
accompanied by a Delivery Note
Progress Meetings (Clause 13)
Progress Reports (Clause 13)
The Contractor shall be required to attend the
The Contractor is required to submit the
following meetings:
following Reports:
To be arranged if and when required unless
To be arranged if and when required unless
already detailed in Statement of Requirements.
already detailed in Statement of Requirements.
Payment (Clause 14)
Payment is to be enabled by CP&F.
Supply of Hazardous Deliverables
Forms and Documentation
(Clause 9)
Forms can be obtained from the following websites:
A completed DEFFORM 68 and, if
applicable, Safety Data Sheet(s) are to be
https://www.aof.mod.uk/aofcontent/tactical/toolkit
provided by email with attachment(s) in
(Registration is required).
Adobe PDF or MS WORD format to:
https://www.gov.uk/government/organisations/ministry- a. The Commercial Officer detailed in the
of-defence/about/procurement#invoice-processing
Purchase Order, and
https://www.dstan.mod.uk/
b.
xxxxxxxxxxxxxxxxxxxxxx@xxx.xx
(Registration is required).
by the following date:
The MOD Forms and Documentation referred to in
the Conditions are available free of charge from:
or if only hardcopy is available to the
addresses below:
Ministry of Defence, Forms and Pubs Commodity
Management
Hazardous Stores Information System
PO Box 2, Building C16, C Site
(HSIS)
Lower Arncott
Defence Safety Authority (DSA)
Bicester, OX25 1LP
Movement Transport Safety Regulator
(Tel. 01869 256197 Fax: 01869 256824)
(MTSR)
Hazel Building Level 1, #H019
Applications via email:
MOD Abbey Wood (North)
xxxxxxxxxxxxxxxxxxxxxxxx@xxx.xx
Bristol BS34 8QW
If you require this document in a different format (i.e.
in a larger font) please contact the Authority’s
Representative (Commercial Officer), detailed
below.
DEFFORM 111
(Edn 03/21)
Appendix - Addresses and Other Information
1. Commercial Officer:
8. Public Accounting Authority:
Name: Lee Culshaw
1. Returns under DEFCON 694 (or SC equivalent) should be sent to DBS
Finance ADMT – Assets In Industry 1, Level 4 Piccadilly Gate, Store
Address: MP1.1, NCHQ, Leach Building, Whale Island, Portsmouth,
Street, Manchester, M1 2WD
44 (0) 161 233 5397
PO2 8BY
2. For all other enquiries contact DES Fin FA-AMET Policy, Level 4
Email: xxx.xxxxxxxxxx@xxx.xxx.xx
Piccadilly Gate, Store Street, Manchester, M1 2WD
44 (0) 161 233 5394
03001552535
2. Project Manager, Equipment Support Manager or PT Leader (from
9. Consignment Instructions:
whom technical information is available):
The items are to be consigned as follows:
Name:
As detailed in Schedule of Requirements
Address:
Email
3. Packaging Design Authority:
10. Transport. The appropriate Ministry of Defence Transport Offices are:
Organisation and point of contact:
A
. DSCOM, DE&S, DSCOM, MoD Abbey Wood, Cedar 3c, Mail Point
3351, BRISTOL BS34 8JH
(where no address is shown please contact the Project Team in Box 2)
Air Freight Centre
IMPORTS 030 679 81113 / 81114 Fax 0117 913 8943
EXPORTS 030 679 81113 / 81114 Fax 0117 913 8943
Surface Freight Centre
4. (a) Supply/Support Management Branch or Order Manager
IMPORTS 030 679 81129 / 81133 / 81138 Fax 0117 913
Branch/Name:
8946
EXPORTS 030 679 81129 / 81133 / 81138 Fax 0117 913 8946
As per box 2
B.
JSCS
JSCS Helpdesk 01869 256052 (option 2, then option 3); JSCS Fax No
(b) U.I.N.
01869 256837
Users requiring an account to use the MOD Freight Collection Service
should contact xxxxxxxxxxxxxxxxxxxxxxxxx@xxx.xxx.xx in the
first instance.
5. Drawings/Specifications are available from:
11. The Invoice Paying Authority:
Ministry of Defence
0151-242-2000
DBS Finance
Walker House, Exchange Flags
Fax: 0151-242-2809
Liverpool, L2 3YL
Website is:
https://www.gov.uk/government/organisations/ministry-of-
6. Intentionally Left Blank
defence/about/procurement#invoice-processing
7. Quality Assurance Representative:
12. Forms and Documentation are available through *: Ministry of Defence, Forms and Pubs Commodity Management
PO Box 2, Building C16, C Site
Lower Arncott
Commercial staff are reminded that all Quality Assurance requirements should be
Bicester, OX25 1LP (Tel. 01869 256197 Fax: 01869 256824)
listed under the General Contract Conditions.
Applications via fax or email: Leidos-
xxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx.xx
AQAPS and DEF STANs are available from UK Defence Standardization, for
access to the documents and details of the helpdesk visit
* NOTE
http://dstan.uwh.di f.r.mil.uk/ [intranet] o
r https://www.dstan.mod.uk/ [extranet,
1. Many
DEFCONs and
DEFFORMs can be obtained from the MOD
registration needed]
Internet Site:
https://www.aof.mod.uk/aofcontent/tactical/toolkit/index.htm
2. If the required forms or documentation are not available on the MOD
Intranet site requests should be submitted through the Commercial Officer
named in Section 1.
Contractor’s Commercially Sensitive Information (Clause 5). Not to be Published
Description of Contractor’s Commercially Sensitive Information:
Cross reference to location of sensitive information:
Explanation of Sensitivity:
Details of potential harm resulting from disclosure:
Period of Confidence (if Applicable):
Contact Details for Transparency / Freedom of Information matters:
Name:
Position:
Address:
Telephone Number:
E-Mail Address:
Offer and Acceptance
A) The Purchase Order constitutes an offer by the B) Acceptance
Contractor to supply the Deliverables. This is open for
acceptance by the Authority for 90 days from the date
of signature. By signing the Purchase Order the
Contractor agrees to be bound by the attached Terms
and Conditions for Less Complex Requirements (up to
£122,979)
Name (Block Capitals):
Name (Block Capitals):
Position:
Position:
For and on behalf of the Contractor:
For and on behalf of the Authority:
Authorised Signatory
Authorised Signatory
Date:
Date:
C)
Effective Date of Contract:
Schedule of Requirements
Deliverables in accordance with Statement of Requirements
Item
Description
Delivery Date
Unit of
Quantity
Firm Price (£) Ex VAT –
Firm Price (£) Ex VAT
Number
(exact dates to be confirmed on
Measurement
Per Item
-Total
contract award)
(including any packaging, delivery
(including any packaging,
and importing)
delivery and importing)
1
1SL: Face-to-Face coaching sessions
2
3*s: 2SL and Fleet Commander (3 hours)
3
2*s: NC only (3 hours)
Quantities shown are expected numbers and not a guarantee of amounts required or due.
T
o
tal Price
Quantity ordered under the contract may differ dependent on The Authority requirements
Item Number
Consignee Address (XY code only)
All
NCHQ Portsmouth
Item Number
Payment Schedule
1-3
Payments to be made following delivery of service
Statement of Requirements
Background Coaching has been utilised to provide reflective coaching services to the RN’s Senior
Leadership Team. This has included facilitating individual coaching sessions, small group
discussions and prompting interventions, all aimed at enhancing a learning mindset and
empowerment culture across Navy Command and improving organisational development.
Reflective coaching is commonplace within organisations, it can provide vital support for
senior executives, not only in their personal learning and development but in supporting the
organisation’s objectives, improving effective communication and supporting culture
change/transformation agenda.
Requirement
1. Individual reflective coaching-style conversations:
1SL:
Min of 6 face-to-face coaching sessions.
3*s:
2SL and Fleet Commander only. 3 hours each.
2*s:
NC only. 3 hours each.
2. Facilitating 3 small group coaching conversations between 1SL/2SL/FC.
Contract Start Date and Duration This contract should run for the next FY: 1 Apr 21 – 31 Mar 22.
Security Considerations All information discussed will not be higher classification than OFFICIAL.
SC1A
(Edn 08/20)
MOD Terms and Conditions for Less
Complex Requirements
(up to £122,979)
1 Definitions - In the Contract:
English courts. Other jurisdictions may apply solely for the
purpose of giving effect to this Clause 2.g and for enforcement of
The Authority means the Secretary of State for Defence of the
any judgement, order or award given under English jurisdiction.
United Kingdom of Great Britain and Northern Ireland, (referred to
in this document as "the Authority"), acting as part of the Crown;
3 Application of Conditions
Business Day means 09:00 to 17:00 Monday to Friday,
a. The purchase order, these terms and conditions and the
excluding public and statutory holidays;
specification govern the Contract to the entire exclusion of all
Contract means the agreement concluded between the
other terms and conditions. No other terms or conditions are
Authority and the Contractor, including all terms and conditions,
implied.
associated purchase order, specifications, plans, drawings,
b. The Contract constitutes the entire agreement and
schedules and other documentation, expressly made part of the
understanding and supersedes any previous agreement between
agreement in accordance with Clause 2.c;
the Parties relating to the subject matter of the Contract.
Contractor means the person, firm or company specified as
such in the purchase order. Where the Contractor is an individual
4 Disclosure of Information
or a partnership, the expression shall include the personal
Disclosure of information under the Contract shall be managed in
representatives of the individual or of the partners, as the case
accordance with DEFCON 531 (SC1).
may be;
Contractor Commercially Sensitive Information means the
5 Transparency
information listed as such in the purchase order, which is
a. Subject to Clause 5.b, but notwithstanding Clause 4, the
information notified by the Contractor to the Authority, which is
Contractor understands that the Authority may publish the
acknowledged by the Authority as being commercially sensitive;
Transparency Information to the general public. The Contractor
Contractor Deliverables means the goods and / or services
shall assist and cooperate with the Authority to enable the
including packaging (and supplied in accordance with any QA
Authority to publish the Transparency Information.
requirements if specified) which the Contractor is required to
b. Before publishing the Transparency Information to the general
provide under the Contract in accordance with the schedule to the
public in accordance with Clause 5.a, the Authority shall redact
purchase order;
any information that would be exempt from disclosure if it was the
Effective Date of Contract means the date stated on the
subject of a request for information under the Freedom of
purchase order or, if there is no such date stated, the date upon
Information Act 2000 or the Environmental Information
which both Parties have signed the purchase order;
Regulations 2004, including the Contractor Commercially
Firm Price means a price excluding Value Added Tax (VAT)
Sensitive Information.
which is not subject to variation;
c. The Authority may consult with the Contractor before redacting
Hazardous Contractor Deliverable means a Contractor
any information from the Transparency Information in accordance
Deliverable or a component of a Contractor Deliverable that is
with Clause 5.b. The Contractor acknowledges and accepts that
itself a hazardous material or substance or that may in the course
its representations on redactions during consultation may not be
of its use, maintenance, disposal, or in the event of an accident,
determinative and that the decision whether to redact information
release one or more hazardous materials or substances and each
is a matter in which the Authority shall exercise its own discretion,
material or substance that may be so released;
subject always to the provisions of the Freedom of Information
Legislation means in relation to the United Kingdom any Act of
Act 2000 or the Environmental Information Regulations 2004.
Parliament, any subordinate legislation within the meaning of
d. For the avoidance of doubt, nothing in this Clause 5 shall
section 21 of the Interpretation Act 1978, any exercise of Royal
affect the Contractor’s rights at law.
Prerogative or any enforceable community right within the
meaning of Section 2 of the European Communities Act 1972.
6 Notices
Notices means all notices, orders, or other forms of
a. A Notice served under the Contract shall be:
communication required to be given in writing under or in
(1) in writing in the English language;
connection with the Contract;
(2) authenticated by signature or such other method as
Parties means the Contractor and the Authority, and Party shall
may be agreed between the Parties;
be construed accordingly;
(3) sent for the attention of the other Party’s
Transparency Information means the content of this Contract
representative, and to the address set out in the purchase
in its entirety, including from time to time agreed changes to the
order;
Contract, and details of any payments made by the Authority to
(4) marked with the number of the Contract; and
the Contractor under the Contract.
(5) delivered by hand, prepaid post (or airmail), facsimile
transmission or, if agreed in the purchase order, by
2 General
electronic mail.
a. The Contractor shall comply with all applicable Legislation,
b. Notices shall be deemed to have been received:
whether specifically referenced in this Contract or not.
(1) if delivered by hand, on the day of delivery if it is the
b. Any variation to the Contract shall have no effect unless
receipient’s Business Day and otherwise on the first
expressly agreed in writing and signed by both Parties.
Business of the recipient immediately following the day of
c. If there is any inconsistency between these terms and
delivery;
conditions and the purchase order or the documents expressly
(2) if sent by prepaid post, on the fourth Business Day
referred to therein, the conflict shall be resolved according to the
(or the tenth Business Day in the case of airmail) after the
following descending order of priority:
day of posting;
(1) the terms and conditions;
(3) if sent by facsimile or electronic means:
(2) the purchase order; and
(a) if transmitted between 09:00 and 17:00 hours
(3) the documents expressly referred to in the purchase
on a Business Day (recipient’s time) on completion
order.
of receipt by the sender of verification of the
d. Neither Party shall be entitled to assign the Contract (or any
transmission from the receiving instrument; or
part thereof) without the prior written consent of the other Party.
(b) if transmitted at any other time, at 09:00 on
e. Failure or delay by either Party in enforcing or partially
the first Business Day (recipient’s time) following
enforcing any provision of the Contract shall not be construed as
the completion of receipt by the sender of
a waiver of its rights or remedies. No waiver in respect of any
verification of transmission from the receiving
right or remedy shall operate as a waiver in respect of any other
instrument.
right or remedy.
f. The Parties to the Contract do not intend that any term of the
7 Intellectual Property
Contract shall be enforceable by virtue of the Contracts (Rights of
a. The Contractor shall as its sole liability keep the Authority fully
Third Parties) Act 1999 by any person that is not a Party to it.
indemnified against an infringement or alleged infringement of
g. The Contract and any non-contractual obligations arising out
any intellectual property rights or a claim for Crown use of a UK
of or in connection with it shall be governed by and construed in
patent or registered design caused by the use, manufacture or
accordance with English Law, and subject to Clause 15 and
supply of the Contractor Deliverables.
without prejudice to the dispute resolution procedure set out
b. The Authority shall promptly notify the Contractor of any
therein, the Parties submit to the exclusive jurisdiction of the
infringement claim made against it relating to any Contractor
Deliverable and, subject to any statutory obligation requiring the
magnetic properties, details of the magnetic flux density at
Authority to respond, shall permit the Contractor to have the right,
a defined distance, for the condition in which it is packed.
at its sole discretion to assume, defend, settle or otherwise
e. The Contractor shall retain its own copies of the Safety Data
dispose of such claim. The Authority shall give the Contractor
Sheets provided to the Authority in accordance with Clause 9.d
such assistance as it may reasonably require to dispose of the
for 4 years after the end of the Contract and shall make them
claim and will not make any statement which might be prejudicial
available to the Authority’s representatives on request.
to the settlement or defence of the claim
f. Nothing in this Clause 9 reduces or limits any statutory or legal
obligation of the Authority or the Contractor.
8 Supply of Contractor Deliverables and Quality Assurance
g. Where delivery is made to the Defence Fulfilment Centre
a. This Contract comes into effect on the Effective Date of
(DFC) and / or other Team Leidos location / building, the
Contract.
Contractor must comply with the Logistic Commodities and
b. The Contractor shall supply the Contractor Deliverables to the
Services Transformation (LCST) Supplier Manual.
Authority at the Firm Price stated in the Schedule to the purchase
order.
10 Delivery / Collection
c. The Contractor shall ensure that the Contractor Deliverables:
a. The purchase order shall specify whether the Contractor
(1) correspond with the specification;
Deliverables are to be delivered to the consignee by the
(2) are of satisfactory quality (within the meaning of the
Contractor or collected from the consignor by the Authority.
Sale of Goods Act 1979, as amended) except that fitness
b. Title and risk in the Contractor Deliverables shall pass from
for purpose shall be limited to the goods being fit for the
the Contractor to the Authority on delivery or on collection in
particular purpose held out expressly by or made known
accordance with Clause 10.a.
expressly to the Contractor and in this respect the
c. The Authority shall be deemed to have accepted the
Authority relies on the Contractor’s skill and judgement;
Contractor Deliverables within a reasonable time after title and
and
risk has passed to the Authority unless it has rejected the
(3) comply with any applicable Quality Assurance
Contractor Deliverables within the same period.
Requirements specified in the purchase order.
d. The Contractor shall apply for and obtain any licences
11 Marking of Contractor Deliverables
required to import any material required for the performance of
a. Each Contractor Deliverable shall be marked in accordance
the Contract in the UK. The Authority shall provide to the
with the requirements specified in the purchase order or if no
Contractor reasonable assistance with regard to any relevant
such requirement is specified, the Contractor shall mark each
defence or security matter arising in the application for any such
Contractor Deliverable clearly and indelibly in accordance with the
licence.
requirements of the relevant DEF-STAN 05-132 as specified in
the contract or specification. In the absence of such
9 Supply of Data for Hazardous Contractor Deliverables
requirements, the Contractor Deliverables shall be marked with
a. The Contractor shall establish if the Contractor Deliverables
the MOD stock reference, NATO Stock Number (NSN) or
are, or contain, Dangerous Goods as defined in the Regulations
alternative reference number shown in the Contract.
set out in this Clause 9. Any that do shall be packaged for UK or
b. Any marking method used shall not have a detrimental effect
worldwide shipment by all modes of transport in accordance with
on the strength, serviceability or corrosion resistance of the
the following unless otherwise specified in the Schedule to the
Contractor Deliverables.
purchase order:
c. The marking shall include any serial numbers allocated to the
(1) the Technical Instructions for the Safe Transport of
Contractor Deliverable.
Dangerous Goods by Air (ICAO), IATA Dangerous Goods
d. Where because of its size or nature it is not possible to mark
Regulations;
a Contractor Deliverable with the required particulars, the
(2) the International Maritime Dangerous Goods (IMDG)
required information should be included on the package or carton
Code;
in which the Contractor Deliverable is packed, in accordance with
(3) the Regulations Concerning the International
condition 12 (Packaging and Labelling (excluding Contractor
Carriage of Dangerous Goods by Rail (RID); and
Deliverables containing Ammunition or Explosives)).
(4) the European Agreement Concerning the
International Carriage of Dangerous Goods by Road
12 Packaging and Labelling of Contractor Deliverables
(ADR).
(Excluding Contractor Deliverables Containing Ammunition
b. Certification markings, incorporating the UN logo, the
or Explosives)
package code and other prescribed information indicating that the
The Contractor shall pack or have packed the Contractor
package corresponds to the successfully designed type shall be
Deliverables in accordance with any requirements specified in the
marked on the packaging in accordance with the relevant
purchase order and Def Stan 81-041 (Part 1 and Part 6).
regulation.
c. As soon as possible and in any event within the period
13 Progress Monitoring, Meetings and Reports
specified in the purchase order (or if no such period is specified
The Contractor shall attend progress meetings and deliver reports
no later than one month prior to the delivery date), the Contractor
at the frequency or times (if any) specified in the purchase order
shall provide to the Authority’s representatives in the manner and
and shall ensure that its Contractor’s representatives are suitably
format prescribed in the purchase order:
qualified to attend such meetings. Any additional meetings
(1) confirmation as to whether or not to the best of its
reasonably required shall be at no cost to the Authority.
knowledge any of the Contractor Deliverables are
Hazardous Contractor Deliverables; and
14 Payment
(2) for each Hazardous Contractor Deliverable, a Safety
a. Payment for Contractor Deliverables will be made by
Data Sheet containing the data set out at Clause 9.d,
electronic transfer and prior to submitting any claims for payment
which shall be updated by the Contractor during the
under clause 14b the Contractor will be required to register their
period of the Contract if it becomes aware of any new
details (Supplier on-boarding) on the Contracting, Purchasing and
relevant data.
Finance (CP&F) electronic procurement tool.
d. Safety Data Sheets if required under Clause 9.c shall be
b. Where the Contractor submits an invoice to the Authority in
provided in accordance with the REACH Regulations (EC) No
accordance with clause 14a, the Authority will consider and verify
1907/2006 and any additional information required by the Health
that invoice in a timely fashion.
and Safety at Work etc. Act 1974 and shall contain:
c. The Authority shall pay the Contractor any sums due under
(1) information required by the Classification, Labelling
such an invoice no later than a period of 30 days from the date on
and Packaging (CLP) Regulation 1272/2008 or any
which the Authority has determined that the invoice is valid and
replacement thereof; and
undisputed.
(2) where the Hazardous Contractor Deliverable is,
d. Where the Authority fails to comply with clause 14b and there
contains or embodies a radioactive substance as defined
is undue delay in considering and verifying the invoice, the
in the Ionising Radiation Regulations SI 1999/3232,
invoice shall be regarded as valid and undisputed for the purpose
details of the activity, substance and form (including any
of clause 14c after a reasonable time has passed.
isotope); and
e. The approval for payment of a valid and undisputed invoice by
(3) where the Hazardous Contractor Deliverable has
the Authority shall not be construed as acceptance by the
Authority of the performance of the Contractor’s obligations nor as
immediate effect by giving written notice to the Contractor where
a waiver of its rights and remedies under this Contract.
the Contractor is in material breach of its obligations under the
f. Without prejudice to any other right or remedy, the Authority
Contract. Where the Authority has terminated the Contract under
reserves the right to set off any amount owing at any time from
Clause 17 the Authority shall have the right to claim such
the Contractor to the Authority against any amount payable by the
damages as may have been sustained as a result of the
Authority to the Contractor under the Contract or under any other
Contractor’s material breach of the Contract.
contract with the Authority, or with any other Government
Department.
18 Insolvency
The Authority shall have the right to terminate the contract if the
15 Dispute Resolution
Contractor is declared bankrupt or goes into liquidation or
a. The Parties will attempt in good faith to resolve any dispute or
administration. This is without prejudice to any other rights or
claim arising out of or relating to the Contract through
remedies under this Contract.
negotiations between the respective representatives of the
Parties having authority to settle the matter, which attempts may
19 Limitation of Contractor’s Liability
include the use of any alternative dispute resolution procedure on
a. Subject to Clause 19.b the Contractor's liability to the
which the Parties may agree.
Authority in connection with this Contract shall be limited to £5m
b. In the event that the dispute or claim is not resolved pursuant
(five million pounds).
to Clause 15.a the dispute shall be referred to arbitration and
b. Nothing in this Contract shall operate to limit or exclude the
shall be governed by the Arbitration Act 1996. For the purposes
Contractor's liability:
of the arbitration, the arbitrator shall have the power to make
(1) for:
provisional awards pursuant to Section 39 of the Arbitration Act
a. any liquidated damages (to the extent
1996.
expressly provided for under this Contract);
c. For the avoidance of doubt it is agreed between the Parties
b. any amount(s) which the Authority is entitled to
that the arbitration process and anything said, done or produced
claim, retain or withhold in relation to the
in or in relation to the arbitration process (including any awards)
Contractor’s failure to perform or under-perform its
shall be confidential as between the Parties, except as may be
obligations under this Contract, including service
lawfully required in judicial proceedings relating to the arbitration
credits or other deductions (to the extent expressly
or otherwise. No report relating to anything said, done or
provided for under this Contract);
produced in or in relation to the arbitration process may be made
c. any interest payable in relation to the late
beyond the tribunal, the Parties, their legal representatives and
payment of any sum due and payable by the
any person necessary to the conduct of the proceedings, without
Contractor to the Authority under this Contract;
the concurrence of all the Parties to the arbitration.
d. any amount payable by the Contractor to the
Authority in relation to TUPE or pensions to the
16 Termination for Corrupt Gifts
extent expressly provided for under this Contract;
The Authority may terminate the Contract with immediate effect,
(2) under Condition 7 of the Contract (Intellectual
without compensation, by giving written notice to the Contractor at
Property), and DEFCONs 91 or 638 (SC1) where
any time after any of the following events:
specified in the contract;
a. where the Authority becomes aware that the Contractor, its
(3) for death or personal injury caused by the Contractor’s
employees, agents or any sub-contractor (or anyone acting on its
negligence or the negligence of any of its personnel,
behalf or any of its or their employees):
agents, consultants or sub-li;
(1) has offered, promised or given to any Crown servant
(4) for fraud, fraudulent misrepresentation, wilful
any gift or financial or other advantage of any kind as an
misconduct or negligence;
inducement or reward;
(5) in relation to the termination of this Contract on the
(2) commits or has committed any prohibited act or any
basis of abandonment by the Contractor;
offence under the Bribery Act 2010 with or without the
(6) for breach of the terms implied by Section 2 of the
knowledge or authority of the Contractor in relation to this
Supply of Goods and Services Act 1982; or
Contract or any other contract with the Crown;
(7) for any other liability which cannot be limited or
(3) has entered into this or any other contract with the
excluded under general (including statute and common)
Crown in connection with which commission has been
law.
paid or has been agreed to be paid by it or on its behalf,
c. The rights of the Authority under this Contract are in addition
or to its knowledge, unless before the contract is made
to, and not exclusive of, any rights or remedies provided by
particulars of any such commission and of the terms and
general (including statute and common) law.
conditions of any such agreement for the payment thereof
have been disclosed in writing to the Authority.
20
The Project Specific DEFCONs and DEFCON SC
b. In exercising its rights or remedies to terminate the Contract
Variants that apply to this Contract are:
under Clause 16.a. the Authority shall:
DEFCON 5J (Edn 11/16) - Unique Identifiers
(1) act in a reasonable and proportionate manner having
DEFCON 76 SC1 (Edn 12/16) - Contractor's Personnel at
regard to such matters as the gravity of, and the identity of
Government Establishments
the person committing the prohibited act;
DEFCON 129J SC1 (Edn 06/17)– The Use of the Electronic Business
(2) give due consideration, where appropriate, to action
other than termination of the Contract, including (without
Delivery Form
being limited to):
DEFCON 502 SC1 (Edn 11/16)- Specifications Changes
(a) requiring the Contractor to procure the
DEFCON 503 SC1 (Edn 12/16) – Formal Amendments to Contract
termination of a subcontract where the prohibited
DEFCON 532B (Edn 04/20) - Protection of Personal Data
act is that of a Subcontractor or anyone acting on
(Where Personal Data is being processed on behalf of the Authority)
its or their behalf;
DEFCON 534 (Edn 06/17) – Subcontracting and Prompt Payment
(b) requiring the Contractor to procure the
DEFCON 538 (Edn 06/02) - Severability
dismissal of an employee (whether its own or that
of a Subcontractor or anyone acting on its behalf)
DEFCON 566 (Edn 10/20) - Change of Control of Contractor
where the prohibited act is that of such employee.
DEFCON 609 (Edn 08/18) or SC1 (Edn 08/18) - Contractor's Records
c. Where the Contract has been terminated under Clause
DEFCON 620 SC1 (Edn 12/16)– Contract Change Control Procedure
16.a.the Authority shall be entitled to purchase substitute
DEFCON 656A (Edn 08/16) - Termination for Convenience Under
Contractor Deliverables from elsewhere and recover from the
£5m
Contractor any costs and expenses incurred by the Authority in
DEFCON 658 SC1 (Edn.11/17) - Cyber
obtaining the Contractor Deliverables in substitution from another
Further to DEFCON 658 the Cyber Risk Level of the Contract is
supplier.
Very Low, as defined in Def Stan 05-138
17 Material Breach
In addition to any other rights and remedies, the Authority shall
21
The special conditions that apply to this Contract are:
have the right to terminate the Contract (in whole or in part) with
AUTHORISATION BY THE CROWN FOR USE OF THIRD PARTY
INTELLECTUAL PROPERTY RIGHTS
Notwithstanding any other provisions of the Contract and for the
avoidance of doubt, award of the Contract by the Authority and
placement of any contract task under it does not constitute an
authorisation by the Crown under Sections 55 and 56 of the Patents
Act 1977 or Section 12 of the Registered Designs Act 1949. The
Contractor acknowledges that any such authorisation by the Authority
under its statutory powers must be expressly provided in writing, with
reference to the acts authorised and the specific intellectual property
involved.
22
The processes that apply to this Contract are:
The Contractor shall notify the Authority as soon as they become
aware of any circumstance which will impact on their ability to deliver
any of the requirements or meet any of the stated timescales.
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