Short Form Standard Goods
and Services Contract
Schedule – General Terms and
Conditions
Version: 5
Date Issue: November 2020
Reference: Short Form Standard Goods and Services Contract – Schedule
Team: Warwickshire Legal Services
Protective Marking: Public
1.
Definitions and Interpretation
of the United Kingdom or of the European Union insofar as
1.1 In this Contract the following terms have the meaning
these are applicable to the United Kingdom.
below:
3.
Contracts for Goods
"
Charges" means the price for the Goods and/or Services set
3.1
The Goods shall be to the reasonable satisfaction of
out in the Contract Particulars and/or the Purchase Order
the Council, shall conform to any particulars specified in the
"Contract" means the agreement between the Council and the
Specification, Purchase Order and/or the Contract Particulars,
Supplier consisting of these General Terms and Conditions
shall be free from defects and be fit and sufficient for all the
and related Contract Preliminaries (including any Specification)
purposes for which such Goods are ordinarily used and for any
and/or Purchase Order but excluding any terms and conditions
particular purpose made known to the Supplier by the Council.
of sale and/or supply of the Supplier
3.2
The Goods shall be delivered to the location(s), and at
“
Contract Particulars” means (if applicable) the particulars of
the times and dates specified in the Specification, Purchase
the Contract as set in the Contract Preliminaries
Order and/or Contract Particulars, and time of delivery shall be
"Council" means Warwickshire County Council of Shire Hall,
of the essence. If no times and dates are specified, the Goods
Warwick CV34 4RL
shall be delivered promptly following the date of this Contract.
“Data Protection Legislation” means the General Data
Except where otherwise provided in the Specification,
Protection Regulation ((EU) 2016/679) and any national
Purchase Order and/or Contract Particulars, delivery shall
implementing laws, regulations, and secondary legislation
include the unloading, stacking or instal ation of the Goods by
(including the Data Protection Act 2018) and all applicable laws
Supplier at such place as the Council shall reasonably direct.
and regulations relating to processing of personal data and
3.3
Property and risk in the Goods shall without prejudice
privacy
to any other rights or remedies of the Council pass to the
“Default” means any breach of the obligations of the Supplier
Council at the time of acceptance. The Goods shall be packed
under the Contract
and marked in a proper manner and in accordance with the
"
Goods" means the goods, if any, to be supplied by the
Council's instructions, any statutory requirements and any
Supplier and identified in the Contract Particulars, Purchase
requirements of carriers.
Order and/or the Specification
3.4
The Council may by reasonable written notice to the
“Intellectual Property Rights” means any and all intellectual
Supplier reject any of the Goods which fail to meet the
property rights (or equivalent rights) of any nature anywhere in
requirements specified herein, and shall be entitled (without
the world whether registered, registerable or otherwise
prejudice to other rights and remedies) either to have the
“
Purchase Order” means (if applicable) the purchase order
Goods repaired or replaced (at the option of the Council) or to
used by the Authority to place an order with the Supplier for
treat the Contract as discharged and seek damages from the
Goods and/or Services
Supplier. The issue by the Council of a receipt note for the
"
Services" means the services, if any, to be provided by the
Goods shall not constitute any acknowledgement of the
Supplier as identified in the Contract Particulars, Purchase
condition or nature of those Goods.
Order and/or Specification
4.
Contracts for Services
“Specification” means the specification (if any) appended to
4.1
The Supplier shall provide the Services for the period
the Contract Preliminaries
specified in the Contract Particulars, Purchase Order and/or
"
Supplier" means the person, firm or company with whom the
the Specification in accordance with the Council’s
Council enters into the Contract
requirements as set out in the Contract Particulars, Purchase
“Supplier Participation Agreement” means the agreement
Order and/or the Specification. Timely provision of the Services
that the Council and the Supplier shall enter into or have
shall be of the essence of the Contract, including in relation to
entered into in respect of early payment terms (where
commencing the provision of the Services.
applicable)
4.2
The Supplier shall perform the Services with all
“
Tax” means Value Added Tax (or equivalent tax), customs
reasonable care, skill and diligence, and in accordance with
duties and any other taxes or duties
good industry practice. The Supplier warrants and represents
1.2 References to any statutory provision, enactment, order,
that all persons engaged by the Supplier for performance of the
regulation or other similar instrument shall be construed as a
Services have the qualifications, skill and experience
reference to the statutory provision, enactment, order,
necessary for the proper performance of the Services.
regulation or instrument (including any EU instrument) as
4.3
If the Council informs the Supplier that the Council
amended, replaced, consolidated or re-enacted from time to
considers any part of the Services to be inadequate, without
time and any orders, regulations, codes of practice,
prejudice to clause 4.5 below, the Supplier shall at its own
instruments or other subordinate legislation made from time to
expense re-schedule and perform the work correctly within
time under it.
such reasonable time as may be specified by the Council.
1.3 Unless the context otherwise requires, any reference to
4.4
Without prejudice to the Council’s other rights and
EU law that is directly applicable or directly effective in the UK
remedies, the Supplier shall reimburse the Council for all
at any time (whether or not “directly applicable” or “directly
reasonable costs incurred by the Council which have arisen as
effective” is stated herein) is a reference to it as it applies in
a direct consequence of the Supplier’s delay in the
England and Wales from time to time including as retained,
performance of the Contract.
amended, extended or re-enacted on or after the IP completion
4.5
In the event that the Council is of the opinion that there
day (as defined in the European Union (Withdrawal
has been a Default by the Supplier in respect to the Services,
Agreement) Act 2020 (as that day may be extended by
then the Council may, without prejudice to its other rights
agreement between the UK and the European Union)).
herein: (a) make such deduction from the Charges as the
1.4 The words “include”, “includes” and “including” or similar
Council shall reasonably determine in respect of such of the
are to be construed as if they were immediately followed by the
Services as the Supplier has failed to provide; or (b) provide or
words “without limitation”.
procure the provision of part of the Services; or (c) terminate
2.
Supply of Goods and/or Services
the
Contract in respect of part of the Services only (whereupon
2.1
The Supplier shall provide the Goods and/or Services
a corresponding reduction in the Charges shall be made) and
on the terms and conditions set out in the Contract. Subject
thereafter itself provide or procure a third party to provide such
to the Supplier fulfilling its obligations under the Contract the
part of the Services; and/or (d) terminate, in accordance with
Council shall pay the Supplier in accordance with the terms of
clause 19.
the Contract.
4.6
The Council may charge to the Supplier any cost
2.2
In providing the Goods and/or Services, the Supplier
reasonably incurred by the Council and any reasonable
shall comply with and take into account all applicable laws,
administration costs in respect of the provision of any part of
enactments, orders, regulations and other similar instruments,
the Services by the Council or by a third party to the extent that
the requirements of any court with relevant jurisdiction and any
such costs exceed the payment which would otherwise have
local, national or supranational agency, inspectorate, minister,
been payable to the Supplier for such part of the Services.
ministry, official or public or statutory person of the government
5.
Charges
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5.1
In consideration of the satisfactory performance of the
and shall procure that all of its employees, agents, servants
Supplier’s obligations under the Contract by the Supplier, the
and sub-contractors shall likewise comply with such
Council shall pay the Charges.
requirements. The Council shall provide the Supplier upon
5.2
The Council shall pay the Supplier, in addition to the
request copies of its written security procedures. The Council
Charges, a sum equal to the Tax chargeable on the value of
reserves the right to refuse to admit to, or to withdraw
the Goods and/or Services provided in accordance with the
permission to remain on, any of its premises, the Supplier or
Contract.
any sub-contractor, agent or servant of the Supplier.
5.3
Subject to 5.4, payment of invoices accepted by the
11.
Intellectual Property Rights
Council will be made in cleared funds within 30 days of receipt
11.1
It shall be a condition of the Contract that the Goods
and agreement of invoices, submitted in arrears, for work
and/or Services wil not infringe any Intellectual Property Rights
completed to the satisfaction of the Council.
of any third party and the Supplier shall fully indemnify and
5.4
Where the Supplier has agreed to enter into, or has
keep indemnified the Council against all actions, suits, claims,
already entered into, a Supplier Participation Agreement, the
demands, losses, charges, costs and expenses which the
Council shall pay the Supplier any sums due in accordance
Council may suffer or incur as a result of or in connection with
with the Supplier Participation Agreement.
any breach of this clause.
5.5
Wherever under the Contract any sum of money is
11.2
All Intellectual Property Rights in any specifications,
recoverable from or payable by the Supplier, the Council may
instructions, plans, drawings, patents, patterns, models,
unilaterally deduct that sum from any sum then due, or which
designs or other material prepared by or for the Supplier for
at any later time may become due to the Supplier under the
use, or intended use, in relation to the performance of the
Contract or under any other agreement or contract with the
Contract shall belong to the Council.
Council
12.
Assignment and Sub-Contracting
5.6
The Council shall accept and process an electronic
The Supplier shall not assign, sub-contract or in any other way
invoice submitted by the Supplier, where it complies with the
dispose of the Contract or any part of it without prior written
standard on electronic invoicing and is undisputed. For these
consent of the Council.
purposes, an electronic invoice complies with the standard of
13.
Waiver
electronic invoicing where it complies with the standard
The failure to insist upon strict performance of any provision of
referred to in the Public Procurement (Electronic Invoices etc.)
the Contract or to exercise any right or remedy shall not
Regulations 2019 (2019/624)
.
constitute a waiver of that right or remedy, no waiver shall be
6.
Interest
effective unless it is expressly stated to be a waiver and
Interest shall be payable on the late payment of any undisputed
communicated to the other party in writing, and a waiver of any
Charges properly invoiced under this Contract at a rate per
right or remedy shall not constitute a waiver of any right or
annum equivalent to 4% above the Bank of England base rate
remedy arising from any other or subsequent breach of the
current on the date upon which such Charges first become
Contract.
overdue. The Supplier shall not suspend the supply of the
14.
Variation
Services if any payment is overdue.
The Contract shall not be varied or amended unless such
7.
Notices
variation or amendment is agreed in writing by the Council and
Any notice which is to be given by either party to the other shall
the Supplier.
be given by letter (sent by hand, post, registered post or by the
15.
Severability
recorded delivery service)or electronic mail (confirmed in either
If any provision of the Contract is held invalid, illegal or
case by letter), to Shire Hall, Warwick CV34 4RL in respect of
unenforceable for any reason by any court of competent
notices to the Council and the Supplier’s registered office in
jurisdiction, such provision shall be severed and the remainder
respect of notices to the Supplier (unless otherwise agreed in
of the provisions of the Contract shall continue in full force and
writing between the parties during the Contract), and such
effect as if the Contract had been executed with the invalid,
notice or communication shall be deemed to have been given
illegal or unenforceable provision eliminated.
2 working days after the day on which the letter was posted, or
16.
Remedies Cumulative
four hours, in the case of electronic mail or sooner where the
Except as otherwise expressly provided by the Contract, all
other party acknowledges receipt of such letters or item of
remedies available to either party for breach of the Contract are
electronic mail.
cumulative and may be exercised concurrently or separately,
8.
The Contracts (Rights of Third Parties) Act 1999
and the exercise of any one remedy shall not be deemed an
No person who is not a party to the Contract shall have any
election of such remedy to the exclusion of other remedies.
right to enforce any term of the Contract, which
expressly or by
17. Indemnity and Insurance
implication, confers a benefit on him without the prior
17.1 Neither party excludes or limits liability to the other party
agreement in writing of both parties.
for death or personal injury caused by its negligence or for any
9.
Information
sharing
and
confidentiality
breach of any obligations implied by Section 12 of the Sale of
9.1
When required to do so by the Council, the Supplier
Goods Act 1979 or Section 2 of the Supply of Goods and
shall assist the Council at no additional charge in meeting its
Services Act 1982.
obligations under the Freedom of Information Act 2000 and/or
17.2 The Supplier shall indemnify and keep indemnified the
the Environmental Information Regulations 2004 or any
Council against injury (including death) to any persons or loss
statutory modification or re-enactment thereof of any related
of or damage to any property which may arise out of the act
guidelines or codes of practice.
default or negligence of the Supplier, any sub-contractor or
9.2
The Supplier shall comply in all respects with the Data
their respective employees or agents, and against all claims,
Protection Legislation as amended and will indemnify the
demands, proceedings, damages, costs, charges and
Council against all actions, costs, claims proceedings or
expenses whatsoever in respect thereof or in relation thereto
demands that may be brought or made against the Council
arising from the provision of the Goods and/or Services.
under the Act which arises from the improper use, disclosure
17.3 Without thereby limiting his responsibilities under clause
or transfer of personal data by the Supplier.
17.2 the Supplier shall before execution of the Contract insure
9.3
The Supplier shall keep confidential all information
with a reputable insurance company against all loss of and
belonging to or provided by the Council in connection with this
damage to property and injury to persons (including death)
Contract and shall not further use or disclose it to any third
arising out of or in the consequence of the Supplier’s
party without the express consent of the Council or except to
obligations under the Contract and against all actions claims
the extent permitted by law.
demands costs and expenses in respect thereof.
9.4
The Supplier shall enter into such further data
17.4 Such insurance in respect of clause 17.3 shall be for a
sharing agreements as required by the Council from time to
minimum of £10,000,000 (ten million pounds) in respect of any
time.
one act or default and the said insurance policy or policies shall
10.
Security
be extended for the purpose of the Contract by endorsement
The Supplier shall comply with all reasonable security
or otherwise so as effectually to indemnify the Council against
requirements of the Council while on the Council’s premises,
all claims aforesaid and copies shall be produced to the
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Council together with the receipt or receipts for the premiums
than a payment of money) if such delay or failure results from
at such times as may be reasonably required by the Council.
an event beyond the reasonable control of such party. If such
17.5 The Supplier shall at its own costs procure and maintain
event of force majeure continues for a period of 90 days either
Employers Liability insurance with a minimum level of
party may terminate this Contract by notice in writing to the
£10,000,000 per claim or series of claims.
other party. The party suffering the event of force majeure shall
17.6 If so required the Supplier shall procure and maintain
take all reasonable steps to mitigate such delay or failure. The
during the currency of the Contract a policy of professional
Supplier cannot claim relief if the event is one which, in
indemnity insurance to cover its liability under the Contract in
accordance with best practice prevailing in the relevant
respect to the Services with a minimum level of indemnity of
industry, the Supplier should have foreseen and provided for
£2,000,000 per claim or series of claims. The Supplier shall
the cause in question.
maintain insurance at this level for a period of six years after
22.
Governing Law
the end of this Contract and shall notify the Council in writing
This Contract shall be governed by and interpreted in
immediately should such insurance cover cease.
accordance with English law and the parties submit to the
17.7 If so required the Supplier shall procure and maintain
exclusive jurisdiction of the courts of England and Wales.
during the currency of this Contract a policy of product liability
23.
Entire Agreement
insurance to cover its liability under the Contract in respect of
The Contract constitutes the entire agreement between the
the Goods with a minimum level of indemnity of £10,000,000
parties for the Goods and/or Services. The Contract
per claim or series of claims. The Supplier shall maintain
supersedes all prior negotiations, representations and
insurance at this level for a period of six years after the end of
undertakings, whether written or oral, except that this clause
this Contract and shall notify the Council in writing immediately
shall not exclude liability in respect of any fraudulent
should such insurance cover cease.
misrepresentation.
17.8 If so required the Supplier will procure and maintain during
24.
Anti-bribery and Corruption
the currency of this Contract a policy of motor insurance to
The Council may terminate the contract and recover from the
cover its liability arising out of the use of any vehicle in relation
Supplier the amount of any loss resulting from the termination
to the Contract and in respect of damage to property and injury
if at any time it becomes known to the Council that the Supplier
to persons. With respect to damage to property there shall be
or any person employed by the Supplier or acting on his behalf
a minimum policy limit of £5,000,000 per claim or series of
whether with or without the knowledge of the Supplier has:
claims arising from any one incident. With respect to injury to
24.1
Offered, given or agreed to give any inducement or
persons the level of cover shall be unlimited.
reward to any person or body in relation to the obtaining or
17.9
If so required the Supplier shall furnish the Council with
execution of this Contract or any other contract with the
certificates of insurance together with the receipt or receipts for
Council;
premiums evidencing that the relevant insurances are in force
24.2
Favoured or discriminated against any person in
17.10 In no event shall either party be liable to the other for:
relation to this Contract or any other contract with the Council
17.10.1 indirect or consequential loss or damage; and/or
24.3
Committed an offence in relation to any contract with
17.10.2 loss of profits, business, revenue, goodwill or
the Council under section 117(3) Local Government Act 1972
anticipated savings.
or the Bribery Act 2010;
18.
Termination on bankruptcy or insolvency
24.4
Communicated to any person other than the Council
The Council may terminate the Contract by notice in writing
the details of the Supplier’s proposed tender (other than in
with immediate effect where:- a petition is presented for the
confidence in order to obtain quotations necessary for the
Supplier's bankruptcy, or a bankruptcy order is made against
preparation of the Supplier’s tender)
the Supplier, or the Supplier makes any composition or
24.5
entered into any agreement or arrangement with any
arrangement with or for the benefit of creditors, or if the
person or body that he shall refrain from tendering or as to the
Supplier passes a resolution for winding up or dissolution
amount of any proposed tender.
(otherwise than for the purposes of and followed by an
25.
Staff Vetting
amalgamation or reconstruction) or an application is made for
25.1. The Supplier shall ensure that in respect of any of its
an administration order in relation to it, or any party gives or
servants, employees, agents or subcontractors whom in
files notice of intention to appoint an administrator of it or such
performing Services for the Council under this Contract may
an administrator is appointed, or the court makes a winding-up
come into contact with children or vulnerable adults:
order, or an administrative receiver, receiver, manager or
25.1.1 all such individuals are subject to a valid standard
supervisor is appointed by a creditor or by the court, or the
disclosure check undertaken through the Disclosure
Supplier is unable to pay its debts within the meaning of section
and Barring Service (DBS); and
123 of the Insolvency Act 1986, or the Supplier applies to court
25.1.2 the level and validity of the checks under this clause
for, or obtains, a moratorium under Part A1 of the Insolvency
25.1 for each member of staff are monitored; and
Act 1986, or any similar event occurs under the law of any other
25.1.3 no person who is barred from, or whose previous
jurisdiction within the United Kingdom.
conduct or records indicate that he or she would not be
19.
Termination on Default
suitable to carry out the Services or who may otherwise
The Council may terminate the Contract, or terminate the
present a risk to service users is employed by the
provision of any part of the Contract by written notice to the
Supplier and/or provides services on behalf of the
Supplier with immediate effect if the Supplier commits a Default
Supplier.
and if: (a) the Supplier has not remedied the Default within 30
25.2. The Supplier shall immediately notify the Council of
days after issue of a written notice specifying the Default and
any information that it reasonably requests to enable it to be
requesting it to be remedied; or
(b) the Default is not
satisfied that the obligations of this clause 25 have been met.
capable of remedy; or (c) the Default is a fundamental breach
25.3. The Supplier shall refer information about any person
of the Contract.
carrying out the Services to the DBS where it removes
20.
Consequences of Termination
permission for such person to carry out the Services (or would
Where the Council terminates all or part of the Contract under
have, if such person had not otherwise ceased to carry out the
clause 19, and makes other arrangements for the provision of
Services) because, in its opinion, such person has harmed or
Goods and/or Services, the Council shall be entitled to recover
poses a risk of harm to the children and/or vulnerable adults.
from the Supplier the cost of making those other arrangements
26.
Modern Slavery Act 2015
and any additional expenditure incurred by the Council
The Supplier shall comply with the Modern Slavery Act 2015
throughout the remainder of the contract period, and no further
and where applicable implement a due diligence procedure for
payments shall be payable by the Council to the Supplier until
its own suppliers, subcontractors and other participants in its
the Council has established the final cost of making those other
supply chain to ensure that there is no slavery or human
arrangements.
trafficking in its supply chain.
21.
Force Majeure
27
Equality in Contracting
Neither party shall be liable to the other party for any delay in
or failure to perform its obligations under the Contract (other
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27.1
The Supplier shall comply with all current legislation
30.3
Where the Supplier may be a transferee for the
relating to non-discrimination and equality in employment
purposes of TUPE, the Supplier should seek independent legal
(including but not limited to the Equality Act 2010):
advice as to whether TUPE will be likely to apply to the
27.2
Where any investigation is undertaken by a person or
Contract. In such cases, the Council wil be neither the
body empowered to conduct such investigation and/or
transferee or transferor for the purposes of TUPE, the
proceedings are instituted in connection with any matter
application of TUPE is a matter for outgoing and incoming
relating to the Supplier being in contravention of any equalities
employers to clarify with their legal advisers.
legislation, the Supplier shall, free of charge:
30.4 The Council and the Supplier acknowledge and agree that
27.2.1 provide to the Council any information requested by it
the return or transfer of al of the Service to the Council and/or
within the prescribed timescale;
to a successor supplier fol owing termination of this Contract
27.2.2 attend any meetings as required and permit any
(including termination by effluxion of time on the Contract
servants, employees, agents or sub-contractors to attend the
expiry date) may give rise to a transfer under TUPE.
same;
30.5
At any time during the period of 12 months preceding
27.2.3 promptly al ow access to and investigation of any
the Contract expiry date or at any other time after the Council
documents or data deemed to be relevant;
has given notice to terminate this Contract, the Supplier shall
27.2.4 allow any servants, employees, agents or sub-
and in the case of Supplier’s employees employed by a sub-
contractors to appear as witnesses in any ensuing
contractor shall use reasonable endeavours to procure that
proceedings; and
such sub-contractor shall subject to any restrictions imposed
27.2.5 cooperate ful y and promptly in every way required by
by law including the Data Protection Legislation:
the person or body conducting such investigation during the
30.5.1
fully and accurately disclose to the Council within 10
course of that investigation.
Working Days of a written request from the Council a list of exit
27.3
Where any investigation is conducted or proceedings
transferring employees together with the ‘workforce
are brought under equalities legislation which arise directly or
information’ and the Supplier’s employees’ terms and
indirectly out of any act or omission of the Supplier, its servants,
conditions which apply to the exit transferring employees (“all
employees, agents or sub-contractors, and where there is a
of which is collectively termed
“the Exit Information”) and
finding against the Supplier in such investigation or
shall permit the Council to supply the Exit Information to any
proceedings, the Supplier shall indemnify the Council with
tenderer for the Service, and the Supplier:
respect to al costs, charges and expenses (including legal and
30.5.1.1 warrants that the Exit Information provided under
administrative expenses) arising out of or in connection with
clause 30.5.1 shall be true, complete and accurate in all
any related loss the Council may suffer including the payment
material respects; and
of costs, expenses or compensation to any third party.
30.5.1.2 shall supply the Exit Information in Microsoft Word or
27.4
The Council may cancel this Contract and any other
Excel format or other format approved by the Council.
contracts entered into with the Supplier or discount the Supplier
30.6
The Supplier shall co-operate in the orderly transfer
from any ongoing procurement process involving the Council if
of employment of the transferring employees if and to the
at any time the Supplier is found to be in contravention of any
extent reasonably requested by the Council, including without
equalities legislation.
limitation complying with al reasonable instructions from the
27.5
The Supplier warrants that the information,
Council with regard to arrangements connected with the
representations and other information provided to the Council
termination or partial termination of this Contract and taking all
by the Supplier in connection with or arising out of this Contract
reasonable steps to mitigate any costs which the Council
are true and complete in all material respects.
and/or any successor supplier and/or any sub-contractor may
28.
Counter-Terrorism
incur as a result of termination or partial termination of this
The Supplier shall comply with the Counter-Terrorism and
Contract.
Security Act 2015 and have due regard for the Council’s duties
30.7
During the 12 months preceding the Contract expiry
under section 26 of that Act in performing its obligations under
date or at any other time after the Council has given notice to
this Contract, including (where appropriate) providing training
terminate the Contract the Supplier shall not and shall use
to its personnel to ensure that they are aware of such duties.
reasonable endeavours to procure that any sub-contractor
The Supplier shall raise any concerns regarding extremism or
shall not materially amend or promise to amend the rates of
terrorism with the Council.
remuneration of or hours to be worked by or otherwise
29.
Break
materially vary the Supplier’s employees terms and conditions
Notwithstanding any other provision of this Contract, if
(including such terms and conditions which apply to entitlement
specified in the Contract Particulars and/or Purchase Order,
of membership of, contributions to, or pension accrual under,
the Council may terminate this Contract after giving the
any statutory, occupational or personal pension scheme) of
specified notice to the Supplier.
any of the Supplier’s employees who are or will be engaged
30.
Transfer of Undertakings and Protection of
wholly or partially in providing the Services or materially
Employment Regulations 2006
increase the number of employees performing the Services
30.1
The attention of the Supplier is drawn to the Transfer
and/or recruit any of the Supplier’s employees for employment
of Undertaking (Protection of Employment) Regulations 2006
in connection with, or assign any additional employee to, the
(“
TUPE”). In some cases where services awarded to a
provision of the Services under the Contract;
contractor are subsequently awarded or assigned to a new
without the prior written agreement of the Council, not to be
contractor, such a transfer of work may constitute a 'service
unreasonably withheld or delayed.
provision change' for the purposes of TUPE.
31. Precedence of Contractual Documents
30.2
TUPE provides that where there is a service
Where this Contract consists of both a Purchase Order and
provision change, the new employer takes over any
Contract Preliminaries, in addition to these General Terms and
employment liabilities and the responsibility for the contracts of
Conditions, then in the event of any conflict or inconsistency
employment of the employees, who then transfer on their
between those documents, the Contract Preliminaries shall
previous terms and conditions of service.
take precedence over the Purchase Order.
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