Conditions of Contract Services

CONDITIONS OF CONTRACT FOR THE PROVISION OF SERVICES

1. DEFINITIONS...... 2 2. BASIS OF CONTRACT AND THE SUPPLY OF SERVICES...... 5 3. REMEDIES...... 7 4. PRICE AND PAYMENT TERMS...... 7 5. PERSONNEL...... 8 6. SERVICE MONITORING...... 9 7. INTELLECTUAL PROPERTY...... 9 8. PUBLICITY AND ADVERTISING...... 10 9. INDEMNITY...... 10 10. INSURANCE...... 10 11. PREVENTION OF CORRUPTION AND BRIBERY...... 11 12. ANTI-SLAVERY...... 12 13. HEALTH & SAFETY/ENVIRONMENTAL...... 12 14. DATA PROTECTION...... 13 15. CONFIDENTIALITY...... 15 16. FREEDOM OF INFORMATION...... 15 17. ANTI-DISCRIMINATION REQUIREMENTS...... 16 18. CORPORATE REQUIREMENTS...... 17 19. TAX COMPLIANCE...... 17 20. TERMINATION...... 18 21. TUPE ON TERMINATION & PROVISION OF EMPLOYEE INFORMATION...... 20 22. SAFEGUARDING AND PREVENT...... 22 23. FORCE MAJEURE...... 23 24. AUDIT AND MONITORING...... 24 25. GENERAL...... 24

Version March 2017 1.

2. DEFINITIONS

2.1. In these Conditions, the following definitions apply: 1.1.1. “Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business; 1.1.2. “Commencement Date” has the meaning set out in Condition 3.2; 1.1.3. “ Commercially Sensitive Information” any information of a commercially sensitive nature relating to the Supplier, its Intellectual Property Rights or its business which the Supplier has indicated to the University that, if disclosed by the University, would cause the Supplier significant commercial disadvantage or material financial loss. 1.1.4. “Conditions” shall mean these terms and conditions as amended from time to time; 1.1.5. “ Contract” shall mean the agreement concluded between the University and the Supplier for the supply of Services in accordance with these Conditions; 1.1.6. “ Contract Price” shall mean the price exclusive of value added tax payable to the Supplier by the University under the Contract for the full and proper performance by the Supplier of its obligations as determined under the provisions of the Contract; 1.1.7. “Data Subject” means an individual who is the subject of Personal Data. 1.1.8. “ Deliverables” shall mean all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to the Services in any form or media, including without limitation drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts); 1.1.9. “ DOTAS" means the Disclosure of Tax Avoidance Schemes rules which require a promoter of tax schemes to tell HM Revenue & Customs of any specified notifiable arrangements or proposals and to provide prescribed information on those arrangements or proposals within set time limits as contained in Part 7 of the Finance Act 2004 and in secondary legislation made under vires contained in Part 7 of the Finance Act 2004 and as extended to National Insurance Contributions by the National Insurance Contributions (Application of Part 7 of the Finance Act 2004) Regulations 2012, SI 2012/1868 made under s.132A Social Security Administration Act 1992. 1.1.10. “DPA” means the Data Protection Act 1998. 1.1.11. “Environment” comprises all or any of the following media: air, water and land and any living organism (including man) or systems supported by the aforementioned media; 1.1.12. “EIRs” the Environmental Information Regulations 2004 together with any guidance and/or codes of practice issued by the Information Commissioner or relevant government department in relation to such regulations. 1.1.13. “Environmental Law” shall mean any applicable statutes, subordinate legislation and other national, European Union and local laws (including common law), rules,

Version March 2017 regulations, orders, notices, decisions, directives, ordinances, judgments or injunctions and judicial and administrative interpretation of each of the foregoing, each as is valid and enforceable from time to time and which relates or applies to: (a) the manufacture, generation, deposit, disposal or arranging for disposal, keeping, storage, treatment, emission, release, discharge, leaching, transportation, transmission, handling, use or presence of any substance or waste which causes or may cause harm or damage to the Environment or the health and safety of any person; or (b) nuisance; or (c) the pollution, conservation or protection of the Environment; 1.1.14. “Force Majeure” shall mean, in relation to either party, any circumstances beyond the reasonable control of that party including (insofar as beyond such control but without prejudice to the generality of the foregoing expression) any strike, lock-out or other form of industrial action (but not any industrial action taken by or against the Supplier), war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or Act of God, 1.1.15. “FOIA” the Freedom of Information Act 2000, and any subordinate legislation made under the Act from time to time, together with any guidance and/or codes of practice issued by the Information Commissioner or relevant government department in relation to such legislation. 1.1.16. “GDPR” means the General Data Protection Regulation. 1.1.17. “ General Anti-Abuse Rule” means (a) the legislation in Part 5 of the Finance Act 2013; and (b) any future legislation introduced into parliament to counteract tax advantages arising from abusive arrangements to avoid national insurance contributions. 1.1.18. “Halifax Abuse Principle” means the principle explained in the CJEU Case C-255/02 Halifax and others. 1.1.19. “ Intellectual Property Rights” shall mean all patents, rights to inventions, copyright and related rights, trade marks, business and domain names, rights in get-up, goodwill and the right to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world; 1.1.20. “ Losses” shall mean (without limitation) any damages, liabilities, claims, demands, proceedings, actions, costs, charges, losses and/or expenses; 1.1.21. “Occasion of Tax Non-Compliance” means: (a) any tax return of the Supplier submitted to a Relevant Tax Authority on or after 1 October 2012 is found on or after 1 April 2013 to be incorrect as a result of: (i) a Relevant Tax Authority successfully challenging the Supplier under the General Anti-Abuse Rule or the Halifax Abuse Principle or under any tax

Version March 2017 rules or legislation that have an effect equivalent or similar to the General Anti-Abuse Rule or the Halifax Abuse Principle; (ii) the failure of an avoidance scheme which the Supplier was involved in, and which was, or should have been, notified to a Relevant Tax Authority under the DOTAS or any equivalent or similar regime; and/or (b) any tax return of the Supplier submitted to a Relevant Tax Authority on or after 1 October 2012 gives rise, on or after 1 April 2013, to a criminal conviction in any jurisdiction for tax related offences which is not spent at the Effective Date or to a civil penalty for fraud or evasion. 1.1.22. “Personal Data” has the meaning set out in section 1(1) of the DPA and relates only to personal data supplied to the Supplier by UCLan, or which is collected or generated by the Supplier in the performance of the Services or in the context of arrangements made pursuant to this Contract. 1.1.23. “ Premises” shall mean the location where the Services are to be performed, as specified in the Contract; 1.1.24. “Prevent Duty” refers to the obligations and duties imposed by the Counter Terrorism and Security Act 2015. 1.1.25. “ Processing” and “Process” have the meaning set out in section 1(1) of the Data Protection Act 1998. 1.1.26. “Purchase Order” shall mean the University’s order for the supply of Services, as set out in the University's purchase order form; 1.1.27. “ Purchasing Representative” shall mean a member of the University's Purchasing Office; 1.1.28. “ Relevant Tax Authority” means HM Revenue & Customs, or, if applicable, a tax authority in the jurisdiction in which the Supplier is established. 1.1.29. “Replacement Supplier” shall mean any third party provider of any services which are substantially similar to any of the Services and which the University receives in substitution for any of the Services following the expiry or termination of the Contract, whether those services are provided by the University and/or by any third party; 1.1.30. “ Returning Employee” those persons listed in a schedule to be agreed by the University and the Supplier prior to the termination or expiry of the Contract whom it is agreed are employed by the Supplier (and/or any sub-contractor of the Supplier) wholly and/or mainly in the carrying out of the Services immediately before the termination or expiry of the Contract; 1.1.31. “ Request for Information” means a request for information or an apparent request under the Code of Practice on Access to Government Information, FOIA or the EIRs. 1.1.32. “ Services” shall mean the service or services, including without limitation any Deliverables, to be provided by the Supplier under the Contract as set out in the Specification; 1.1.33. “Specification” shall mean the description or specification of the Services agreed in writing by the University and the Supplier; 1.1.34. “Supplier” shall mean the person from whom the University purchases the Services;

Version March 2017 1.1.35. “Supplier Party” shall mean the Supplier's agents and contractors, including each sub- contractor; 1.1.36. “ TUPE” shall mean the Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) and any amendments thereto; 1.1.37. “University” shall mean the University of Central Lancashire of Preston PR1 2HE; 1.1.38. “University Materials” has the meaning set out in Condition 1.1.58; 1.1.39. “ University's Authorised Representative” shall mean the duly nominated and authorised representative of the University for all operational and technical purposes connected with the Contract; 1.1.40. “ VAT” means value added tax chargeable under the Value Added Tax Act 1994 and/or similar charges. 2.2. In these Conditions, the following rules apply: 1.1.41. the headings in these Conditions are for convenience only and shall not affect its interpretation; 1.1.42. a person includes a natural person, firm, corporate or unincorporated body (whether or not having separate legal personality); 1.1.43. a reference to one gender includes reference to other genders and words importing the singular include the plural, and vice versa; 1.1.44. a reference to a party includes its personal representatives, successors or permitted assigns; 1.1.45. a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; 1.1.46. any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; 1.1.47. a reference to writing or written includes faxes.

3. BASIS OF CONTRACT AND THE SUPPLY OF SERVICES

3.1. The Purchase Order constitutes an offer by the University to purchase Services in accordance with these Conditions. 3.2. The Purchase Order shall be deemed to be accepted on the earlier of: 1.1.48. the Supplier issuing a written acceptance of the Purchase Order; or 1.1.49. any act by the Supplier doing any act consistent with fulfilling the Purchase Order, at which point and on which date the Contract shall come into existence (“Commencement Date”). For the avoidance of doubt, subject as provided below, the signing of any of the Supplier's documentation by the University shall not be deemed to be acceptance of the Supplier's terms or any of them. Version March 2017 3.3. These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. 3.4. The Supplier shall from the date set in the Purchase Order and for the duration of the Contract provide the Services to the University in accordance with the terms of the Contract. 3.5. The Supplier shall meet any performance dates for the Services specified in the Purchase Order or notified to the Supplier by the University. The University may by written notice require the Supplier to execute the Services in such order as the University may decide. In the absence of such notice the Supplier shall submit such detailed programmes of work and progress reports as the University may from time to time require. 3.6. In providing the Services, the Supplier shall: 1.1.50. co-operate with the University in all matters relating to the Services, and comply with all instructions of the University; 1.1.51. perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade; 1.1.52. use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with the Contract; 1.1.53. ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the Specification, and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier by the University; 1.1.54. provide all equipment, tools and vehicles and such other items as are required to provide the Services; 1.1.55. use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to the University, will be free from defects in workmanship, installation and design; 1.1.56. obtain and at all times maintain all necessary licences and consents, and comply with all applicable laws and regulations; 1.1.57. observe all health and safety rules and regulations and any other security requirements that apply at any of the University's premises; 1.1.58. hold all materials, equipment and tools, drawings, specifications and data supplied by the University to the Supplier (“University Materials”) in safe custody at its own risk, maintain the University Materials in good condition until returned to the University, and not dispose or use the University Materials other than in accordance with the University's written instructions or authorisation; 1.1.59. not do or omit to do anything which may cause the University to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business, and the Supplier acknowledges that the University may rely or act on the Services. 3.7. The Supplier shall comply and shall ensure that all its its employees, agents or subcontractors comply with the University’s relevant policies and procedures as they may be updated from time to time.

Version March 2017 4. REMEDIES

4.1. If the Supplier fails to perform the Services by the applicable dates, the University shall, without limiting its other rights or remedies, have one or more of the following rights: 1.1.60. terminate the Contract with immediate effect by giving written notice to the Supplier; 1.1.61. refuse to accept any subsequent performance of the Services which the Supplier attempts to make; 1.1.62. recover from the Supplier any costs incurred by the University in obtaining substitute services from a third party; 1.1.63. where the University has paid in advance for Services that have not been provided by the Supplier, to have such sums refunded by the Supplier; and 1.1.64. claim damages for any additional costs, loss or expenses incurred by the University which are in any way attributable to the Supplier's failure to meet such dates. 4.2. These Conditions shall extend to any substituted or remedial services provided by the Supplier. 4.3. The University's rights under the Contract are in addition to its rights and remedies implied by statute and common law.

5. PRICE AND PAYMENT TERMS

5.1. The Contract Price for the Services shall be set out in the Purchase Order. In the event that no price is quoted in the Purchase Order, the price will be as provided in the tender or as per the quote provided. If there has not been a tender and a quote has not been provided the price will be in accordance with the figure stated in the Supplier’s catalogue or web page. 5.2. The Contract Price is exclusive of amounts in respect of VAT for the time being and shall be the full and exclusive remuneration of the Supplier in respect of the Services. Unless otherwise agreed in writing by a Purchasing Representative, the Contract Price shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services. 5.3. Unless otherwise agreed in writing with a Purchasing Representative, the Supplier shall invoice the University on completion of the Services. Each invoice shall include such supporting information required by the University to verify the accuracy of the invoice. 5.4. Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the University, the University shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services. 5.5. The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and shall allow the University to inspect such records at all reasonable times on request. 5.6. Where the Supplier submits an invoice to the University in accordance with clause 4.3, the University will consider and verify that invoice in a timely fashion. 5.7. Unless otherwise agreed in writing with a Purchasing Representative, the University shall pay the Contract Price to the Supplier by no later than a period of 30 days from the date on which the University has determined that the invoice is valid and undisputed or the Services are performed, whichever is the later. Version March 2017 5.8. Where the University has a legal liability to pay yet fails to comply with clause 4.6 and there is an undue delay in considering and verifying the invoice, the invoice shall be regarded as valid and undisputed after a reasonable time has passed. 5.9. Where the Supplier enters into a Sub-Contract, the Supplier shall include in that Sub-Contract: 1.1.65. provisions having the same effect as Conditions 5.3 to 5.8 of this Contract; and 1.1.66. a provision requiring the counterparty to that Sub-Contract to include in any Sub- Contract which it awards provisions having the same effect as Conditions 5.3 to 5.8 of this Contract. 1.1.67. In clause 5.9, “Sub-Contract” means a contract between two or more suppliers, of any tier, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract. 5.10. Without prejudice to any other right or remedy, the University may at any time, set off any liability of the Supplier to the University against any liability of the University to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract.

6. PERSONNEL

6.1. The Supplier shall take the steps reasonably required by the University to prevent unauthorised persons being admitted to the Premises. If the University gives the Supplier notice that any person is not to be admitted to or is to be removed from the Premises or is not to become involved in or is to be removed from involvement in the performance of the Contract, the Supplier shall take all reasonable steps to comply with such notice and if required by the University the Supplier shall replace any person removed under this Condition with another suitably qualified person and procure that any pass or permit issued to the person removed is surrendered. 6.2. If and when directed by the University, the Supplier shall provide a list of names and addresses of all persons who are or may be at any time concerned with the Services or any part of them, specifying the capacities in which they are so concerned and giving such other particulars and evidence of identity and other supporting details as the University may reasonably require. 6.3. The Supplier shall observe, and ensure that all employees, consultants, agents and sub-contractors which it engages in relation to the Services observe all health and safety rules and regulations, security requirements, and all other relevant University regulations which apply at the University’s premises.

7. SERVICE MONITORING

7.1. The Services shall be in accordance with the Contract requirements to the satisfaction of the University or the University’s Authorised Representative. 7.2. The University's Authorised Representative shall have the right to inspect and examine the work being performed on the University's behalf at any reasonable time; where any part of the work is being performed on premises other than the University's Premises, reasonable notice shall be given to the Supplier. The Supplier shall give all such facilities as the University or the University’s Authorised Representative may reasonably require for such inspection and examination.

Version March 2017 7.3. The Supplier shall keep and maintain until 2 years after the Contract has been completed records to the satisfaction of the University of all expenditures which are reimbursable by the University and of the hours worked and costs incurred in connection with any employees of the Supplier paid for by the University. The Supplier shall on request afford the University or its representatives such access to those records as may be required by the University in connection with the Contract.

8. INTELLECTUAL PROPERTY

8.1. In respect of any goods that are transferred to the University under the Contract, including without limitation the Deliverables or any part of them, the Supplier warrants that it has full, clear and unencumbered title to all such items, and that at the date of delivery of such items to the University, it will have full and unrestricted rights to transfer all such items to the University. 8.2. The Supplier assigns to the University, with full title guarantee and free from all third party rights, all Intellectual Property Rights in the products of the Services, including for the avoidance of doubt the Deliverables. 8.3. The Supplier shall obtain waivers of all moral rights in the products, including for the avoidance of doubt the Deliverables, of the Services to which any individual is now or may be at any future time entitled under Chapter IV of Part I of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction. 8.4. The Supplier shall, promptly at the University's request, do (or procure to be done) all such further acts and things and the execution of all such other documents as the University may from time to time require for the purpose of securing for the University the full benefit of the Contract, including all right, title and interest in and to the Intellectual Property Rights assigned to the University in accordance with Condition 8.2. 8.5. All University Materials are the exclusive property of the University.

9. PUBLICITY AND ADVERTISING

The Supplier hereby undertakes with the University that it will not at any time during the continuance of or after the termination of the Contract publicise the existence of, or claim, represent or otherwise indicate any present or past association with the University without the prior written consent of a Purchasing Representative.

10. INDEMNITY

10.1. The Supplier shall keep the University indemnified against all liabilities, costs, expenses, damages and Losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the University as a result of or in connection with: 1.1.68. any claim made against the University for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with, the receipt, use or supply of the Services, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or sub-contractors; and

Version March 2017 1.1.69. any claim made against the University by a third party arising out of, or in connection with, the supply of the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or sub-contractors. 10.2. This Condition shall survive termination of the Contract.

11. INSURANCE

11.1. During the term of the Contract, the Supplier shall have in force and shall procure that each sub- contractor shall have in force: 1.1.70. employer’s liability insurance in accordance with any legal requirements for the time being in force, and 1.1.71. public liability insurance and (if required by a University Purchasing Representative) professional indemnity insurance respectively for such sum and range of cover as the Supplier deems appropriate but covering at least all matters which are the subject of indemnities or compensation obligations under these Conditions in the sum of not less than £1 million for any one claim and £10 million in the annual aggregate, unless otherwise agreed by a University Purchasing Representative in writing. 11.2. Each policy or policies shall be effected with a reputable insurance company and the Supplier shall at the request of the University produce the relevant policy or policies together with receipts or other evidence of payment of the latest premium due thereunder. 11.3. If the Supplier or any sub-contractor defaults in insuring, the University may itself effect insurance and charge the cost together with an administration charge to the Supplier.

12. PREVENTION OF CORRUPTION AND BRIBERY

12.1. The Supplier shall (and shall procure that persons associated with it or other persons who are providing services or goods in connection with the Contract shall): 1.1.72. comply with all applicable laws, statutes, regulations, and codes relating to anti- bribery and anti-corruption including but not limited to the Bribery Act 2010 and the Prevention of Corruption Acts 1889 to 1916 (“Relevant Requirements”); 1.1.73. not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK; 1.1.74. comply with all (if any) of the University's Ethics, Anti-bribery and Anti-corruption Policies in each case as the University may update them from time to time (“Relevant Policies”); 1.1.75. have and shall maintain in place throughout the term of this Contract its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies and Condition 1.1.73, and will enforce them where appropriate; 1.1.76. promptly report to the University any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of this Contract and/or any actual or potential conflict of interest; Version March 2017 1.1.77. immediately notify the University (in writing) if a foreign public official becomes an officer or employee of the Supplier or acquires a direct or indirect interest in the Supplier (and the Supplier warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the date of this Contract); 1.1.78. within twelve months of the date of this Contract, and annually thereafter (if required to do so by the University), certify to the University in writing signed by an officer of the Supplier, compliance with this Condition, by the Supplier and all persons associated with it under Condition 12.2. The Supplier shall provide such supporting evidence of compliance as the University may reasonably request. 12.2. The Supplier shall ensure that any person associated with the Supplier who is performing Services or providing goods in connection with this Contract does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in this Condition 12 (“Relevant Terms”). The Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to the University for any breach by such persons of any of the Relevant Terms. 12.3. Any breach of this Condition 12 shall be deemed a material breach of the Contract justifying immediate termination of it by the University. 12.4. If the University terminates this Contract for breach of this Condition 12, the Supplier shall not be entitled to claim compensation or any further remuneration, regardless of any activities or agreements with additional third parties entered into before termination, and shall indemnify and keep indemnified the University against all loss or damage (direct or indirect) caused to the University by its breach of this Condition 12. 12.5. For the purpose of this Condition 12, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purposes of this Condition 12 a person associated with the Supplier includes but is not limited to any sub-contractor of the Supplier.

13. ANTI-SLAVERY

13.1. In performing its obligations under this Contract, the Supplier shall: 1.1.79. comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including but not limited to the Modern Slavery Act 2015; 1.1.80. comply with the University’s anti-slavery policy in all its activities as it may be updated from time to time; 1.1.81. ensure compliance with this clause by its contractors, suppliers, agents and employees; 1.1.82. not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK; 1.1.83. maintain procedures throughout the duration of this Contract to ensure compliance with this clause.

Version March 2017 13.2. The Supplier undertakes to notify the University of any breach of this clause, and any such breach will entitle the University to terminate this Contract with immediate effect. 13.3. The Consultant represents, warrants and undertakes that it conducts its business in a manner that is consistent with the anti-slavery policy.

14. HEALTH & SAFETY/ENVIRONMENTAL

14.1. The Supplier shall ensure that its employees, servants or agents act in full accordance with the provisions of the Health and Safety at Work etc. Act 1974 and shall notify the University of any hazard to health and safety relating to the Services. 14.2. The Supplier undertakes that its employees, servants or agents shall comply with any instruction issued by or on behalf of the University's Health, Safety and Environment Officer which relates to the University's Health and Safety Policy (a copy of which is available on request). 14.3. The Supplier shall ensure that its employees, agents and sub-contractors act in full accordance with Environmental Law relevant to its activities and shall notify the University of any significant hazard to the environment that results from the provision of the Services and ensure adequate controls are in place to minimise the impact on the environment. 14.4. The Supplier undertakes that its employees, agents and sub-contractors shall comply with any instruction issued by or on behalf of the University's Environment and Sustainability Manager which relates to the University's Environmental Sustainability Policy and the University’s Environmental Management System (EMS) (a copy of which is available on request). 14.5. The Supplier shall indemnify the University against all actions, suits, claims, demands, losses, charges, costs and expenses which the University may suffer or incur as a result of or in connection with any breach of Conditions 14.1 to 14.4 (or of any of them) .

15. DATA PROTECTION

15.1. The University and the Supplier acknowledge that for the purposes of the DPA and the GDPR, the University is the data controller and the Supplier is the data processor of any Personal Data. 15.2. The Supplier shall process Personal Data only to the extent, and in such a manner, as is necessary for the purposes specified in the table below (and not for any other purpose): Description of Personal Data Method and purpose of processing Duration

The above table can be unilaterally modified by the University from time to time by giving notice to the Supplier. 15.3. The Supplier will keep a record of any processing of personal data it carries out on behalf of the Company. 15.4. The Supplier agrees to: 1.1.84. promptly comply with the University’s instructions and requirements from time to time, including in particular requests to amend, delete or transfer data; 1.1.85. abide by the University’s data protection policy as it may be updated from time to time;

Version March 2017 1.1.86. fully cooperate with the University to ensure the University’s compliance with its obligations under the DPA and the GDPR; 1.1.87. fully cooperate and assist the University to give effect to the rights of data subjects. 15.5. In relation to the Personal Data, the Supplier undertakes to comply with all the provisions which apply to data processors under the DPA and the GDPR from the date of this Contract, as well as any other laws, regulations, standards and codes. In particular, the Supplier shall comply with the information requirements under the GDPR and will provide adequate and timely privacy notices to Data Subjects. 15.6. If the Supplier receives any complaint, request, notice or communication which relates directly or indirectly to the Personal Data or to either party’s compliance with the DPA, the GDPR and the data protection principles set out therein, it shall immediately notify the University and shall provide the University with full information, co-operation and assistance in relation to any such complaint, request, notice or communication. 15.7. Personal Data is to be treated as Confidential Information. 15.8. The Supplier undertakes to keep Personal Data secure and will implement appropriate technical and organisational measures to effectively implement the principles of data protection by design and by default, and to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data. Security measures should: 15.9. to the greatest extent possible involve pseudonymisation and encryption of personal data; 15.10. ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services; 15.11. be able to restore the availability and access to personal data in a timely manner in the event of a physical and technical incident; 15.12. include regular testing, assessing and evaluating of effectiveness of technical and organisational measures to ensure security of processing. 15.13. The Supplier shall promptly inform the University of any unauthorised or unlawful processing, or if any Personal Data is lost or destroyed or becomes damaged, corrupted, or unusable. The Supplier will restore such Personal Data at its own expense. 15.14. The Supplier may not authorise any third party or sub-contractor to process the Personal Data and may not delegate its responsibilities concerning Personal Data in any manner. 15.15. The Supplier shall not transfer Personal Data outside the European Economic Area without the prior written consent of the University. 15.16. If a transfer of Personal Data from the University to the Supplier constitutes a transfer of Personal Data outside the European Economic Area, the parties agree to be bound, and such transfer shall be governed by the standard contractual clauses contained in the European Commission Decision 2010/87/EU. References therein to the data exporter shall be construed as references to the University and references to the data importer shall be construed as references to the Supplier. 15.17. The University or persons nominated by it shall be entitled to inspect the Supplier’s premises, facilities, equipment, records, documents and electronic data relating to the processing of Personal Data, and to audit the Supplier’s processes, for the purpose of ensuring compliance by the Supplier with its data protection obligations under this clause. The Supplier shall cooperate with the University in carrying out such inspections and audits and shall ensure that all persons involved in the processing of Personal Data are available to be interviewed by the University. Version March 2017 15.18. The Supplier shall indemnify the University against all liability, loss, damage and expense of whatsoever nature incurred or suffered by the University or any third party as a result of any breach of any data protection legislation, regulations, codes of practice, guidance and requirements of government or governmental agency by the Supplier (including the Personnel and employees and agents of the Supplier). 15.19. The provisions of this Condition 15 shall continue in force notwithstanding the termination of this Contract.

16. CONFIDENTIALITY

16.1. The Supplier shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Supplier by the University, its employees, agents or sub-contractors, and any other confidential information concerning the University's business, its products and services disclosed to the Supplier, its employees, consultants, agents or sub-contractors. The Supplier shall restrict disclosure of such confidential material to such of its employees, consultants, agents or sub- contractors as need to know it for the purpose of discharging the Supplier’s obligations to the University, and shall ensure that they are subject to obligations of confidentiality corresponding to those which bind the Supplier. The Supplier may also disclose such of the University's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. 16.2. The provisions of this Condition 16 shall survive termination of the Contract for any reason.

17. FREEDOM OF INFORMATION

17.1. The Supplier acknowledges that the University is subject to the requirements of the FOIA and the EIRs. The Supplier shall: 1.1.88. provide all necessary assistance and cooperation as reasonably requested by the University to enable the University to comply with its obligations under the FOIA and EIRs; 1.1.89. transfer to the University all Requests for Information relating to this Contract that it receives as soon as practicable and in any event within 2 Business Days of receipt; 1.1.90. provide the University with a copy of all Information belonging to the University requested in the Request For Information which is in its possession or control in the form that the University requires within 5 Business Days (or such other period as the University may reasonably specify) of the University's request for such Information; and 1.1.91. not respond directly to a Request For Information unless authorised in writing to do so by the University. 17.2. The Supplier acknowledges that the University may be required under the FOIA and EIRs to disclose Information (including Commercially Sensitive Information) without consulting or obtaining consent from the Supplier. The University shall take reasonable steps to notify the Supplier of a Request For Information (in accordance with the Secretary of State's section 45 Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other Version March 2017 provision in this Contract) the University shall be responsible for determining in its absolute discretion whether any Commercially Sensitive Information and/or any other information is exempt from disclosure in accordance with the FOIA and/or the EIRs. 17.3. The Parties acknowledge that, except for any information which is exempt from disclosure in accordance with the provisions of FOIA the text of this Contract, and any Schedules to this Contract, is not Confidential Information. The University shall be responsible for determining in its absolute discretion whether any part of the Contract or its Schedules is exempt from disclosure in accordance with the provisions of the Act 17.4. Notwithstanding any other term of this Contract, the Supplier hereby gives its consent for the University to publish this Contract and its Schedules in its entirety, including from time to time agreed changes to the Contract, to the general public in whatever form the University decides. 17.5. For the purposes of this Condition, “Information” has the meaning given under section 84 of FOIA.

18. ANTI-DISCRIMINATION REQUIREMENTS

18.1. The Supplier shall comply with all legislation and regulations and with all the University’s policies and procedures (in each case applying from time to time) to prevent unlawful discrimination on the grounds of sex, race, disability, sexual orientation, age, religion and belief and/or otherwise (the “Anti-Discrimination Requirements”). 18.2. The Supplier warrants to the University that: 1.1.92. it fully understands all of the Anti-Discrimination Requirements; 1.1.93. its practices and procedures comply with the Anti-Discrimination Requirements and that its employees, agents and sub-contractors are and shall at all times be fully trained in matters related to the prevention of discrimination (including, without limitation, the Anti-Discrimination Requirements). 18.3. The Supplier shall gather and retain, and shall provide to the University whenever requested so to do all information which may reasonably be requested by the University in relation to the Anti- Discrimination Requirements or any of them; 18.4. The Supplier shall, and shall procure that its employees, agents and sub-contractors shall, comply with and co-operate in: 1.1.94. all monitoring by the University of compliance with the Anti-Discrimination Requirements or any of them; 1.1.95. any and all investigations by the University in respect of, and/or by any body empowered to carry out investigations under, the Anti-Discrimination Requirements or any of them. 18.5. Where any investigation is conducted, or proceedings are brought, which arise directly or indirectly out of any act or omission of the Supplier and/or its employees, agents or sub-contractors (or any of them), and there is a finding in such investigation or proceedings that the Supplier, its employees or sub-contractors (or any of them) has infringed any of the Anti-Discrimination Requirements, then the Supplier shall indemnify and keep indemnified the University in respect of:

Version March 2017 1.1.96. all costs, charges and expenses (including, without limitation, legal and administrative expenses) incurred by the University during and/or in connection with any such investigation or proceedings; and 1.1.97. any and all compensation, damages, costs and other award which the University may be ordered or required, or may agree, to pay to any third party in connection with any such investigation or proceedings. 18.6. In the event of a finding against the Supplier in respect of its obligations under Condition 18.1, the Supplier shall notify the University forthwith, providing details of the finding and confirmation of the steps it has taken or proposes to take to remedy the situation.

19. CORPORATE REQUIREMENTS

19.1. The Supplier shall, and shall procure that its agents and sub-contractors shall, comply with all applicable statutory and other legal requirements including but not limited to the Human Rights Act 1998 or any subsequent re-enactment. 19.2. The Supplier shall, and shall procure that its agents and sub-contractors shall, comply with all applicable statutory and other legal requirements in relation to its employees (however employed) including but not limited to the legal requirements governing the eligibility of the employees to work in the United Kingdom. 19.3. The Supplier shall, and shall procure that its agents and sub-contractors shall, take into account its corporate social responsibilities in relation to the carrying out of its business. 19.4. In the event of a finding against the Supplier in respect of its obligations under Condition 19, the Supplier shall notify the University forthwith, providing details of the finding and confirmation of the steps it has taken or proposes to take to remedy the situation.

20. TAX COMPLIANCE

20.1. The Supplier represents and warrants that as at the Commencement Date, it has notified the University in writing of any Occasions of Tax Non-Compliance or any litigation that it is involved in that is in connection with any Occasions of Tax Non Compliance. 20.2. If, at any point during the term of the Contract, an Occasion of Tax Non-Compliance occurs, the Supplier shall: 1.1.98. notify the University in writing of such fact within five Business Days of its occurrence; and 1.1.99. promptly provide to the University: (a) details of the steps which the Supplier is taking to address the Occasion of Tax Non-Compliance and to prevent the same from recurring, together with any mitigating factors that it considers relevant; and (b) such other information in relation to the Occasion of Tax Non-Compliance as the University may reasonably require. 20.3. In the event that: 1.1.1. the warranty given by the Supplier pursuant to Condition 20.1 is materially untrue; or

Version March 2017 1.1.2. the Supplier commits a material breach of its obligation to notify the University of any Occasion of Tax Non-Compliance as required by Condition 20.2; or 1.1.3. the Supplier fails to provide details of proposed mitigating factors which in the reasonable opinion of the University, are acceptable; the University shall be entitled to terminate this Contract by giving notice to the Supplier.

21. EMPLOYMENT TAXES

21.1. Where the Supplier is liable to be taxed in the UK in respect of consideration received under this Contract, it shall at all times comply with the Income Tax (Earnings and Pensions) Act 2003 (ITEPA) and all other statutes and regulations relating to income tax in respect of that consideration. 21.2. Where the Supplier is liable to National Insurance Contributions (NICs) in respect of consideration received under this Contract, it shall at all times comply with the Social Security Contributions and Benefits Act 1992 (SSCBA) and all other statutes and regulations relating to NICs in respect of that consideration. 21.3. The University may, at any time during the term of this Contract, request the Supplier to provide information which demonstrates how the Supplier complies with Conditions 21.1 and 21.2 above or why those Conditions do not apply to it. 21.4. A request under Condition 21.3 above may specify the information which the Supplier must provide and the period within which that information must be provided. 21.5. The University may terminate this Contract if-: 1.1.4. in the case of a request mentioned in Condition 21.3 above: (a) the Supplier fails to provide information in response to the request within a complies with Conditions 21.1 and 21.2 above or why those Conditions do not apply to it; (b) The Supplier provides information which is inadequate to demonstrate either how the Supplier complies with Conditions 21.1and 21.2 above or why those Conditions do not apply to it; 1.1.5. in the case of a request mentioned in Condition 21.4 above, the Supplier fails to provide the specified information within the specified period, or 1.1.6. it receives information which demonstrates that, at any time when Conditions 21.1 and 21.2 apply to the Supplier, the Supplier is not complying with those Conditions. 21.6. The University may supply any information which it receives under Condition 21.3 to the Commissioners of Her Majesty’s Revenue & Customs for the purpose of the collection and management of revenue for which they are responsible.

22. TERMINATION

22.1. Without limiting its other rights or remedies, the University may terminate the Contract by giving the Supplier not less than 30 days written notice.

Version March 2017 22.2. Without limiting its other rights or remedies, the University may terminate the Contract with immediate effect by giving written notice to the Supplier if: 1.1.7. the Supplier commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of receipt of notice in writing to do so; 1.1.8. the Supplier repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract; 1.1.9. the Supplier suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply; 1.1.10. the Supplier commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Supplier is a company) these events take place for the sole purpose of a scheme for a solvent amalgamation of the Supplier with one or more other companies or the solvent reconstruction of the Supplier; 1.1.11. (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Supplier other than for the sole purpose of a scheme for a solvent amalgamation of the Supplier with one or more other companies or the solvent reconstruction of the Supplier; 1.1.12. an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Supplier (being a company); 1.1.13. a floating charge holder over the assets of the Supplier (being a company) has become entitled to appoint or has appointed an administrative receiver; 1.1.14. the Supplier (being an individual) is the subject of a bankruptcy petition or order; 1.1.15. a creditor or encumbrancer of the Supplier attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; 1.1.16. a person becomes entitled to appoint a receiver over the Supplier’s assets or a receiver is appointed over the Supplier’s assets; 1.1.17. any event occurs, or proceeding is taken, with respect to the Supplier in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Condition 1.1.9 to Condition 1.1.16 (inclusive); 1.1.18. the Supplier suspends or threatens to suspend, or ceases or threatens to cease to carry on, all or a substantial part of its business;

Version March 2017 1.1.19. the Supplier's financial position deteriorates to such an extent that in the University's opinion the Supplier's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or 1.1.20. the Supplier (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation. 22.3. The Supplier shall notify the University in writing immediately upon the occurrence of any of the above events. 22.4. The University may terminate the Contract with immediate effect by giving written notice to the Supplier if: 1.1.21. the Contract has been subject to a substantial modification which would have required a new procurement procedure in accordance with the Public Contracts Regulations 2015 (SI 102/2015); 1.1.22. the Supplier has, at the time of contract award, been in one of the situations referred to in regulation 57(1) of the Public Contracts Regulations 2015; or 1.1.23. the Contract should not have been awarded to the Supplier in view of a serious infringement of the obligations under the Treaty on the Functioning of the EU and/or the Public Contracts Directive (2014/24/EU) that has been declared by the Court of Justice of the European Union. 22.5. If a court makes a declaration of ineffectiveness, the University shall promptly notify the Supplier. 22.6. As from the date of receipt of notice of termination or a declaration of ineffectiveness, the Parties (acting reasonably and in good faith) shall agree or, in the absence of such agreement, the University shall reasonably determine an appropriate plan with the object of achieving: 1.1.24. an orderly and efficient cessation of the Services or (at the University’s request) a transition of the Services to the University or such other entity as the University may specify; and 1.1.25. minimal disruption or inconvenience to the University. (the “Exit Plan”) 22.7. Upon agreement, or determination by the University, of the Exit Plan the Parties will comply with their respective obligations under the Exit Plan. 22.8. The University shall pay the Services Provider’s reasonable costs in assisting the University in preparing, agreeing and complying with the Exit Plan. Such costs shall be based on any comparable costs or Contract Price agreed as part of this Contract or as otherwise reasonably determined by the University, provided that the University shall not be liable to the Supplier for any loss of profit, revenue, goodwill or loss of opportunity as a result of the early termination of this Contract. 22.9. Termination of the Contract, however arising, shall be without prejudice to the rights and duties accrued prior to termination. 22.10. Conditions which expressly or by implication survive after termination of the Contract shall continue in full force and effect. 22.11. On termination of the Contract for any reason, the Supplier shall immediately deliver to the University all Deliverables whether or not then complete, and return all University Materials. If the

Version March 2017 Supplier fails to do so, then the University may enter the Supplier's premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.

23. TUPE ON TERMINATION & PROVISION OF EMPLOYEE INFORMATION

These Conditions envisage that subsequent to the commencement of the Contract the identity of the provider of the Services (or any part of those services) may change (whether as a result of termination of the Contract or otherwise) resulting in the transfer of the Services in whole or in part (“Service Transfer”). The parties acknowledge that the Service Transfer may amount to a relevant transfer under TUPE. It is anticipated that the Service Transfer would be to a Replacement Supplier and not the University. 23.1. Without prejudice to the provisions of Condition 6.2, not later than twelve months prior to the end of the Contract the Supplier shall fully and accurately disclose to the University all information that the University may reasonably request in relation to the Supplier’s staff including the following: 1.1.26. the total number of staff undertaking the Services; and 1.1.27. the age, start date, salary and other remuneration, future pay settlements and redundancy and pensions entitlements of the staff referred to in this Condition; and 1.1.28. the terms and conditions of employment/engagement of the staff referred to in this Condition, their job titles and qualifications; and 1.1.29. details of any current disciplinary or grievance proceedings ongoing or circumstances likely to give rise to such proceedings and details of any claims current or threatened; and 1.1.30. details of collective agreements with a brief summary of the current state of negotiations with such bodies and with details of any current industrial disputes and claims for recognition by any trade union. 23.2. At intervals to be stipulated by the University (which shall not be more frequent than every thirty days) and no less than 28 days immediately prior to the end of the Contract the Supplier shall deliver to the University a complete update of all such information which shall be disclosable pursuant to Condition 23.1 and comply with its obligations to provide employee liability information pursuant to and as defined by TUPE. 23.3. At the time of providing the information disclosed pursuant to Conditions 23.1 and 23.2 the Supplier shall warrant the completeness and accuracy of all such information and the University may assign the benefit of this warranty to any Replacement Supplier. 23.4. The University may use the information it receives from the Supplier pursuant to Conditions 23.1 and 23.2 for the purposes of TUPE and/or any retendering process in order to ensure an effective handover of all work in progress at the end of the Contract. The Supplier shall provide the Replacement Supplier with such assistance as it shall reasonably request. 23.5. The Supplier shall indemnify and keep indemnified and hold the University (both for themselves and any Replacement Supplier) harmless from and against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and other liabilities which the University or any Replacement Supplier may suffer or incur as a result of or in connection with:

Version March 2017 1.1.31. the provision of information pursuant to Conditions 23.1 and 23.2 and under regulation 11 of TUPE; and 1.1.32. any claim or demand by any Transferring Employee (whether in contract, tort, under statute, pursuant to European Law or otherwise) in each case arising directly or indirectly from any act, fault or omission of the Supplier or any sub-contractor in respect of any Transferring Employee on or before the end of the Contract; and 1.1.33. any failure by the Supplier or any sub-contractor to comply with its obligations under Regulation 13 or 14 of TUPE or any award of compensation under Regulation 15 of TUPE save where such failure arises from the failure of the University or a Replacement Supplier to comply with its duties under Regulation 13 of the Regulations; and 1.1.34. any claim (including any individual employee entitlement under or consequent on such a claim) by any trade union or other body or person representing any Transferring Employees arising from or connected with any failure by the Supplier or any sub- contractor to comply with any legal obligation to such trade union, body or person; and 1.1.35. any claim by any person who is transferred by the Supplier to the University and/or a Replacement Supplier whose name is not included in the list of Transferring Employees. 23.6. If the Supplier becomes aware that the information provided pursuant to Conditions 23.1 or 23.2 has become untrue, inaccurate or misleading, it shall immediately notify the University and provide the University with up to date information in accordance with Conditions 23.1 and 23.2. 23.7. The Supplier undertakes to the University that, during the 12 months prior to the end of the Contract the Supplier shall not (and shall procure that any sub-contractor shall not) without the prior consent of the University (such consent not to be unreasonably withheld or delayed): 1.1.36. amend or vary (or purport or promise to amend or vary) the terms and conditions of employment or engagement) (including, for the avoidance of doubt, pay) of any staff (other than where such amendment or variation has previously been agreed between the Supplier and the staff in the normal course of business, and where any such amendment or variation is not in any way related to the transfer of the Services); 1.1.37. terminate or give notice to terminate the employment or engagement of any staff (other than in circumstances in which the termination would be fair by reason of misconduct or lack of capability and in accordance with s.98 of the Employment Rights Act 1996); 1.1.38. transfer away, remove, reduce or vary the involvement of any of the staff from or in the provision of the Services other than where such transfer or removal: (a) was planned as part of the individual’s career development; (b) takes place in the normal course of business; and (c) will not have any adverse impact upon the delivery of the Services by the Supplier; PROVIDED THAT any such transfer, removal, reduction or variation is not in anyway related to the transfer of the Services; 1.1.39. recruit or bring in any new or additional individuals to provide the Services who were not already involved in providing the Services prior to the relevant period. 23.8. During the twelve Months preceding the expiry of this Contract or where notice to terminate this Contract for whatever reason has been given, the Supplier shall allow the University or Version March 2017 Replacement Supplier or such other persons as may be authorised by the University to communicate with and meet the staff and their trade union or employee representatives as the University or Replacement Supplier or such other persons may reasonably request, including for the purposes of consultation under regulation 11 of TUPE and/or s.198A and s.198B of the Trade Union and Labour Relations (Consolidation) Act 1992.

24. SAFEGUARDING AND PREVENT

24.1. The Parties acknowledge that the Supplier may be a Regulated Activity Provider with ultimate responsibility for the management and control of the Regulated Activity provided under this Contract and for the purposes of the Safeguarding Vulnerable Groups Act 2006. 24.2. The Supplier shall: 1.1.40. ensure that all personnel engaged in Regulated Activity are subject to a valid enhanced disclosure check for Regulated Activity and where relevant a Barred List check undertaken through the Disclosure and Barring Service (“DBS”); 1.1.41. monitor the level and validity of the checks under this Condition 24 for the personnel; 1.1.42. not employ or use the Services of any person who is barred from, or whose previous conduct or records indicate that he or she would not be suitable to carry out Regulated Activity or who may otherwise present a risk to children and/or Vulnerable Adults; and 1.1.43. comply with the University’s safeguarding policies notified in writing to the Supplier from time to time by or behalf of the University. 24.3. The Supplier warrants that at all times for the purposes of this Contract it has no reason to believe that any personnel who is or will be employed or engaged by the Supplier in the provision of the Services is barred from the activity in accordance with the provisions of the Safeguarding Vulnerable Groups Act 2006 and any regulations made thereunder, as amended from time to time. 24.4. The Supplier shall immediately notify the University of any information that it reasonably requests to enable it to be satisfied that the obligations of this Condition 24 have been met. 24.5. In accordance with the Safeguarding Vulnerable Groups Act 2006 (as amended from time to time), the Supplier shall refer information about any person carrying out a Regulated Activity as part of the Services to the DBS where it removes permission for such person to carry out the Regulated Activity (or would have, if such person had not otherwise ceased to carry out the Regulated Activity) because, in its opinion, such person has harmed or poses a risk of harm to children or Vulnerable Adults. 24.6. The terms Regulated Activity, Regulated Activity Provider, DBS, Barred List and Vulnerable Adults shall have the meaning attributed to them in the Safeguarding Vulnerable Groups Act 2006, as amended from time to time. 24.7. The Supplier acknowledges that the University is subject to the Prevent Duty which requires it to act to deal with the present and growing threat of terrorism within the UK, treat security with the utmost importance and recognise the need to tackle terrorism and, where possible, to prevent individuals including students from being drawn into terrorism. 24.8. Where the University has any concerns about a person, or becomes aware of any other matters which may require it to take action in accordance with the Prevent Duty, the Supplier shall at the request of the University provide the University with a copy of all relevant information which is Version March 2017 available to it in the form the University requires and shall provide all necessary assistance requested by the University to report and/or take such action. 24.9. The University shall be responsible for determining in its absolute discretion what action it needs to take and the Supplier acknowledges that the University may for the purpose of complying with the Prevent Duty disclose such information. 24.10. The Supplier undertakes to comply and to ensure that all its employees and contractors comply with the University’s policies concerning the Prevent Duty as they may be updated from time to time.

25. FORCE MAJEURE

25.1. If either party is affected by Force Majeure it shall immediately notify the other party of the nature and extent of the Force Majeure. 25.2. Neither party shall be deemed to be in breach of these Conditions, or otherwise be liable to the other, by reason of any delay in performance or non-performance of any of its obligations under these Conditions to the extent that such delay or non-performance is due to any Force Majeure of which it has notified the other party; and the time for performance of that obligation shall be extended accordingly. 25.3. As soon as the Force Majeure in question ceases to exist, the party relying upon it shall notify the other party in writing. If the Force Majeure continues for a continuous period in excess of 90 days, either party may terminate the Contract immediately on written notice to the other.

26. AUDIT AND MONITORING

26.1. Audit. The Supplier shall keep and maintain until six years after the Contract has been completed, or as long a period as may be agreed between the parties, full and accurate records of the Contract including: 1.1.44. the Services provided under it; 1.1.45. all expenditure reimbursed by the University; 1.1.46. all payments made by the University. 26.2. The Supplier shall on request afford the University or the University's representatives such access to records and information as may be required in connection with the Contract. 26.3. Monitoring. The Supplier shall comply with the monitoring arrangements set out in the Purchase Order including, but not limited to, providing such data and information as the Supplier may be required to produce under the Contract. 26.4. The Supplier agrees that the University may publish information relating to the Goods procured and any payments made under the Contract. 26.5. The University may make changes to the management information which the Supplier required to supply and shall give the Supplier at least one (1) month’s written notice of any changes.

27. GENERAL

Version March 2017 27.1. Assignment and other dealings. The University may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. 27.2. Subject to clause 27.3, the Supplier may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the University. 27.3. The Supplier may assign to a third party the right to receive payment of the Contract Price or any part thereof due to the Supplier under the Contract. 27.4. If the Supplier proposes to enter into any Sub-Contract in connection with this Contract it shall provide the University with the following information about the proposed Sub-contractor: 28. its name, registered office and company registration number, contact details and legal representatives; 29. a copy of the proposed Sub-contract; and 30. any further information reasonably requested by the University. 30.1. In any case where the Contract or part is sub-contracted by the Supplier that shall in no way limit or affect the obligations of the Supplier who shall remain responsible for all Services performed under, and the full performance of its obligations under, the terms of the Contract. 30.2. Notices. Any notice or other communication: 1.1.47. given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this Condition, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier or fax. 1.1.48. shall be deemed to have been received: if delivered personally, when left at the address referred to in Condition 1.1.47; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax, one Business Day after transmission. 1.1.49. The provisions of this Condition shall not apply to the service of any proceedings or other documents in any legal action. 30.3. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Condition shall not affect the validity and enforceability of the rest of the Contract. 30.4. Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

Version March 2017 30.5. No partnership or agency. Nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. 30.6. Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms. 30.7. Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and Conditions, shall be effective unless it is agreed in writing and signed by the University. 30.8. Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales. 30.9. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

Version March 2017