The Contract for the Official Publishing of the Uk Gazettes
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THE CONTRACT FOR THE OFFICIAL PUBLISHING OF THE UK GAZETTES Version: Redacted Final 1.1 (Consolidated to CCN 1) Dated: 7 November 2012 (1) THE CONTROLLER OF HER MAJESTY’S STATIONERY OFFICE - and - (2) THE STATIONERY OFFICE LIMITED CONTRACT relating to THE CONTRACT FOR THE OFFICIAL PUBLISHING OF THE UK GAZETTES Treasury Solicitors Department 1 Kemble Street London WC2B 4TS Tel: 0207 201 3000 Title Page ii CONTENTS Contents iii Contents iv Contents v Contents vi Contents vii Contents viii Contents ix Contents x Contents xi Contents xii THIS CONTRACT is made on 7 November 2012. BETWEEN: (1) The Controller of Her Majesty’s Stationery Office of Kew, Richmond, Surrey TW9 4DU (the “Grantor”) AND (2) The Stationery Office Limited a company registered in England under company number 03049649 and whose registered office is at 1-5 Poland Street, London W1F 8PR (the “Contractor”) (together the “Parties” and singularly, a “Party”) WHEREAS A) On 3 April 2012, the Grantor issued an Invitation to Tender (“ITT”) to certain potential suppliers, including the Contractor, in respect of the provision of services in relation to printing, publishing and distribution of the London, Belfast and Edinburgh Gazettes (“the Gazettes”). (B) In response to the ITT, the Contractor submitted a tender (“Tender”) dated 6 August 2012. (C) On the basis of that Tender and negotiations with the Grantor, the Grantor has selected the Contractor to provide the services referred to above in accordance with the terms and conditions of this Contract. (D) The Grantor and the Contractor acknowledge that the services to be provided under the terms of this Contract are to be provided on a concessionary basis. The OJEU Notice was placed in the Official Journal of the European Union on a non-mandatory basis as the letting of services concessions by contracting authorities is not covered by Directive 2004/18/EC. Terms & Conditions Page 1 NOW IT IS AGREED AS FOLLOWS: GENERAL PROVISIONS 1. Definitions 1.1 In this Contract, unless the context otherwise requires, the following provisions will have the meanings given to them below: “360o Service” means a service that provides functionality that will be useful for both Advertisers and data users enabling submission, management of Notices, search, configuration of user-configurable data feed services, analysis of data, and viewing of supplementary content which helps users to manage the process. “5Store” is the name of a clustered RDF Store. “Advertiser” persons who may advertise Notices within the Gazettes, including a Crown, Parliamentary or Corporate Body, Solicitors, Insolvency Practitioners and other persons. “Advertising” the act or process of placing a Notice in the Gazettes. “Affected Party” means that Party seeking to claim relief in respect of a Force Majeure event. “API” means an Application Programming Interface. “Approval” means the written consent of the Grantor. “Archived Publications” previous issues of the Publications archived pursuant to clause 18.2. Terms & Conditions Page 2 “Archived Publishing as defined in clause 18.2. Services” “ASCII” means American Standard Code for Information Interchange. “ATOM” means the XML language used for syndication of web or data feeds. “Audit” has the meaning ascribed to it in clause 33. “Authorisation Key” means a security feature used to protect against unauthorised access to content and services on the Internet. “BCDR Plan” means any plan prepared pursuant to Schedule 18 (Business Continuity and Disaster Recovery), as amended or updated from time to time. “Board Member” means a member of a Board as set out in paragraphs 7 and 8 of Schedule 11 (Governance and Reporting). “Board(s)” means the Strategy Board and/or Delivery Board. “Browser” means a software programme that enables the visitor to traverse the World Wide Web. “Business Hours” means the hours of 8:00 a.m. to 6:00 p.m. on Working Days unless otherwise defined. “Business means the business opportunities set out in Improvements” the Business Strategy as required in Schedule 4 (Business Improvements and Development of Business). Terms & Conditions Page 3 “Business Plan” means the document prepared by the Contractor for the Grantor that sets out what the Contractor shall develop and deliver during the Contract Year. “Business Process means a manual setting out a detailed Manual” definition of all the business processes that will be supported by the Services, as set out in Schedule 14 (Exit Management). “Business Strategy” means the document prepared by the Contractor for the Grantor that outlines how the Contractor shall develop and improve the Gazettes‟ Business over the duration of the Contract. “C#” means the C# programming language. “Capture” means the capture Services as set out in Schedule 1 (Specifications for Services). “Case Management means computer applications used by Software” Insolvency practitioners and other legal service providers to support their business processes. “Change” means any change to this Contract under the Change Control Procedure detailed in Schedule 12. “Change Control means the procedure for changing this Procedure” Contract, as set out in Schedule 12 (Change Control Procedure). “Change of Control” means a change of Control of the Contractor or a Holding Company of the Contractor. Terms & Conditions Page 4 “Change Request” means any request emanating from either the Grantor or the Contractor for a Change. “Combined Royalty has the meaning ascribed to it in Schedule 9 Payment” (Royalties, Payments and Open Book Accounting). “Commencement Date” means 01 January 2013 being the date from which the Contractor is to provide the Initial Services. “Commercially Sensitive means the information: i) listed in Schedule Information” 16 (Commercially Sensitive Information) or ii) notified to the Grantor in writing (prior to the commencement of this Contract), which has been clearly marked as Commercially Sensitive Information, comprised of information: a) which is provided by the Contractor to the Grantor in confidence for the period set out in that Schedule; and/or b) that constitutes a trade secret. “Confidential means any information which has been Information” designated as confidential by either Party in writing or that ought to be considered as confidential (however it is conveyed or on whatever media it is stored) including information the disclosure of which would, or would be likely to, prejudice the commercial interests of any person, trade secrets, Intellectual Property Rights and know-how of either Party and all personal data and sensitive personal data within the meaning of the DPA. Confidential Information will not include information which: Terms & Conditions Page 5 a) was public knowledge at the time of disclosure (otherwise than by breach of clause 29 (Confidential Information)); b) was in the possession of the receiving Party, without restriction as to its disclosure, before receiving it from the disclosing Party; c) is received from a third party (who lawfully acquired it) without restriction as to its disclosure; d) is independently developed without access to the Confidential Information; or e) business and service information required by the Grantor for any invitation to tender or negotiation for the supply following the Expiry Date of services similar to any of the Services, including figures of Sales and Volumes broken down by year, Month, Notice type and Advertiser; full customer lists; revenue figures for the duration of the Contract; method of Notice submission broken down by Notice type, year, Month and Advertiser. “Contact Centre” means the support service detailed in paragraph 7.47 of Schedule 1 (Specifications for Services). “Content Delivery means a system that copies the pages of a Network” website to geographically dispersed servers. When a page is requested, content is dynamically identified and served from the Terms & Conditions Page 6 closest server to the users, enabling faster delivery of the content. “Contract” means this written agreement between the Grantor and the Contractor consisting of these terms and conditions and the Schedules. “Contract Date” means the date on which this Contract was entered into by the Parties. “Contract Standard” means those requirements which the Contractor shall meet in the performance of any of the Services, as more particularly set out in Schedule 1 (Specifications for Services) and Schedule 10 (Performance Management and Service Levels). “Contract Year” means the successive twelve (12) month periods commencing on 1 January 2013. “Contractor” means the company awarded this concessionary contract. “Control” has the meaning ascribed to it in Section 450 of the Corporation Tax Act 2010. “Corporate and Personal means a Service provided by the Contractor Insolvency Service” to support Users and Advertisers of Corporate Insolvency Notices and Personal Insolvency Notices. “Corporate Insolvency means Notices concerning corporate Notices” insolvency that are required to be advertised under the Insolvency Act 1986 and the Insolvency Rules 1986, and whose main purpose is to inform creditors of insolvency events. Terms & Conditions Page 7 “CPU” means Central Processing Unit. “Crown” means the Sovereign and Her household together with the governments of the United Kingdom and the devolved administrations in Scotland, Wales and Northern Ireland, including, but not limited to, government ministers, Government Departments, and government bodies and agencies. “Crown Copyright” means Crown copyright as defined in Section 163 of the Copyright Designs