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Government Office Supplies Contract Contract
Protect Commercial
AGREEMENT
between
Buying Solutions
and
Banner Business Services Limited
for the provision of
Office Supplies
(Product Grouping 1)
Version: 1 Contract Ref: RM917A Start Date: 1 August 2011 Expiry Date: 31 July 2014
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CONTENTS
FORM OF AGREEMENT ...... 5 TERMS AND CONDITIONS ...... 6 A GENERAL PROVISIONS ...... 6 A1 Definitions and Interpretation ...... 6 A2 Initial Contract Period ...... 14 A3 Scope of Contract ...... 14 A4 Non-exclusivity...... 15 A5 Contractor’s Status ...... 15 A6 Contracting Authority’s Obligations ...... 15 A7 Notices…………………………...... 15 A8 Mistakes in Information ...... 16 A9 Conflicts of Interest ...... 16 A10 Access to Customer’s Premises...... 17 A11 Staff Vetting ...... 17 A12 Security of Premises ...... 18 A13 Security Requirements ...... 18 A14 Property…………………...... 19 A15 Guarantee ...... 19 B PAYMENT TERMS AND CHARGES ...... 20 B1 Charges……………...... 20 B2 Payment Terms and VAT ...... 20 B3 Recovery of Sums Due ...... 21 B4 Compliance with Value Added Tax and Other Tax Requirements ...... 21 B5 Arrears of Value Added Tax ...... 21 B6 Price adjustment on extension of the Initial Contract Period ...... 22 B7 Euro…………...... 22 C STATUTORY OBLIGATIONS AND REGULATIONS ...... 22 C1 Prevention of Corruption ...... 22 C2 Prevention of Fraud ...... 22 C3 Discrimination ...... 23 C4 The Contracts (Rights of Third Parties) Act 1999 ...... 23 C5 Health and Safety ...... 23 D DATA SECURITY AND PROTECTION OF INFORMATION ...... 24
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D1 Customer Data...... 24 D2 Data Protection Act ...... 24 D3 Official Secrets Acts and related Legislation ...... 25 D4 Confidential Information ...... 25 D5 Freedom of Information ...... 27 D6 Transparency……...... 28 D7 Publicity, Media and Official Enquiries ...... 28 D8 Intellectual Property Rights ...... 29 E CONTROL OF THE CONTRACT ...... 30 E1 Transfer, Sub-Contracting and Novation ...... 30 E2 Waiver……………...... 32 E3 Variation………………...... 32 E4 Severability ...... 32 E5 Remedies Cumulative ...... 32 E6 Extension of Initial Contract Period ...... 32 E7 Entire Agreement ...... 33 F LIABILITIES ...... 33 F1 Liability, Indemnity and Insurance ...... 33 F2 Warranties and Representations ...... 34 F3 Professional Indemnity ...... 35 G DEFAULT, DISRUPTION AND TERMINATION ...... 36 G1 Termination on insolvency and change of control ...... 36 G2 Termination on Default ...... 38 G3 Break……………...... 38 G4 Consequences of Expiry or Termination ...... 39 G5 Disruption………...... 40 G6 Recovery upon Termination ...... 40 H DISPUTES AND LAW ...... 40 H1 Governing Law and Jurisdiction ...... 40 H2 Dispute Resolution ...... 41 H 3 Legislative Change ...... 42 I SUPPLY OF SERVICES ...... 43 I1 The Services…………………………… ...... 43 I2 Manner of Carrying Out the Services ...... 43 I3 Remedies in the event of inadequate performance ...... 43
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I4 Provision and Removal of Equipment ...... 44 I5 Offers of Employment ...... 45 I6 TUPE……………...... 45 J SUPPLY OF GOODS ...... 50 J1 The Goods ...... 50 J2 Contract Performance ...... 50 J3 Delivery…………...... 50 J4 Ownership and Risk ...... 51 J5 Non-Delivery ...... 51 J6 Inspection, Rejection and Guarantee ...... 51 K ORDERING PROCEDURE ...... 52 L MANAGEMENT INFORMATION ...... 53 L1 Provision of Management Information ...... 53 L2 Management Charge ...... 53 L3 Records and Audit Access ...... 53 M FURTHER EFFICIENCIES, INCENTIVISATION, AND GAINSHARE ...... 55 N ASSISTANCE IN RELATED PROCUREMENTS AND ETHICAL WALL ARRANGEMENTS ...... 55 O FURTHER ASSURANCES ...... 56
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FORM OF AGREEMENT This Agreement is made between Buying Solutions, a trading fund of the Cabinet Office, (the “Contracting Authority”), of 3rd Floor, Royal Liver Building, Pier Head, Liverpool, the United Kingdom L3 1PE, and Banner Business Services Limited whose main or registered office is at St. Crispin's House, Duke Street, Norwich, Norfolk, NR3 1PD, together referred to as “the Parties” and is effective as of 1 August 2011 (“Commencement Date”). It is agreed that: This Form of Agreement together with the Terms and Conditions and Schedules are the documents that collectively form the “Contract”. The Contract effected by the signing of this Form of Agreement constitutes the entire agreement between the Parties relating to the subject matter of the Contract and supersedes all prior negotiations, representations or understandings whether written or oral. Signed for and on behalf of:
Buying Solutions Banner Business Services Limited
Signature: Signature:
Full Name: [Redacted Text] Full Name: [Redacted Text]
Position: Managing Director Position: Managing Director
Date: Date:
Contact details Contact details
Address: 3rd Floor Address: St Crispin's House Royal Liver Building Duke Street Pier Head Norwich Liverpool NR3 1PD L3 1PE
Telephone: 0345 410 2222 Telephone: [Redacted Text]
e-Mail: [email protected] e-Mail: [Redacted Text]
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TERMS AND CONDITIONS A GENERAL PROVISIONS A1 Definitions and Interpretation A1.1 In this Contract unless the context otherwise requires the following provisions shall have the meanings given to them below: “Affiliate” means in relation to a body corporate, any other entity which directly or indirectly Controls, is Controlled by, or is under direct or indirect common Control with that body corporate from time to time. “Approval” means the written consent of the Contracting Authority. “Audit” means an audit carried out pursuant to Clause L3.4. "Branding Guidance" means Buying Solution's guidance in relation to the use of branding available at: http://www.buyingsolutions.gov.uk/aboutus/supplierzone/publications. “Change in Law” means any change in Law which impacts on the supply of the Goods and Services which comes into force after the Commencement Date. “Charges” means the charges raised under or in connection with Orders from time to time, which Charges will be calculated in a manner which is consistent with the Pricing Schedule, for the full and proper performance by the Contractor of its obligations under the Contract. “Closed Loop (Service)” means the collection of waste paper, the recycling of waste paper, and the supply of recycled paper. “Commencement Date” means the effective date shown within the Form of Agreement. “Commercially Sensitive Information” means Information notified to the Contracting Authority in writing (prior to the commencement of this Contract) which has been clearly marked by the Contractor as Commercially Sensitive Information, comprising of information: (a) which is provided by the Contractor to the Contracting Authority in confidence; and/or (b) that constitutes a trade secret. “Comparable Supply” means the supply of goods and services to another customer of the Contractor that are the same or similar to the Goods and Services. “Confidential Information” means all Information: (a) however it is conveyed or on whatever media it is stored; (b) which comes (or has come) to the attention of or into the possession of a Party before, on or after execution of the Contract; (c) which has been designated as confidential by the Contractor or a Customer in writing or which ought to be considered as confidential (whether or not it is marked at the time of provision to show that it is imparted in confidence); (d) including but not limited to Information the disclosure of which would, or would be likely to, prejudice the commercial interests of any person, trade
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secrets, Intellectual Property Rights and know-how of the Contractor or a Customer and all personal data and sensitive personal data within the meaning of the DPA; (e) and which Information is not: (i) in the public domain at the time of disclosure (otherwise then by breach of Clause D4 (Confidential Information); or (ii) received from a third party (who has lawfully acquired it) without restriction as to its disclosure; or (iii) independently developed without access to the Confidential Information. “Consistent Failure” means: (a) two (2) or more failures by the Contractor to comply with the Service Levels or KPIs in any rolling period of twelve (12) Months; (b) two (2) or more failures by the Contractor to accept Orders submitted to it pursuant to this Contract in any rolling period of twelve (12) Months; (c) more than one under or overpayment of the Management Charge being revealed by an Audit at any time during the Contract Period; or (d) two (2) or more consecutive failures by the Contractor to provide the Management Information by the Reporting Date at any time during the Contract Period. “Contract” means this written agreement between the Contracting Authority and the Contractor consisting of these Clauses and, any attached Schedules. “Contracting Authority” means Buying Solutions a trading fund of the Cabinet Office. “Contracting Body” means any contracting authority as defined in Regulation 3 of the Public Contracts Regulations 2006. “Contractor” means Banner Business Services Limited, St. Crispin's House, Duke Street, Norwich, Norfolk, NR3 1PD. “Contract Period” means the period from the Commencement Date to: (a) the date(s) of expiry set out in Clause A2 (Initial Contract Period); or (b) following an extension pursuant to Clause E6 (Extension of Initial Contract Period), the date of expiry of the extended period; or such earlier date of termination or partial termination of the Contract in accordance with the Law or the provisions of the Contract. “Contract Price” means the price (exclusive of any applicable VAT and inclusive of any UK Customs and Excise or other duty) payable to the Contractor, as set out in the Pricing Schedule, for the Goods and Services delivered by the Contractor under the Contract but before taking into account the effect of any adjustment of price in accordance with Clause B6 (Price Adjustment on Extension of Initial Contract Period). “Contract Review Meetings” means meetings that will take place between the Contracting Authority and Contractor during the Contract Period;
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“Contract Year” means each consecutive 12 month period during the Contract Period commencing on the Commencement Date. “Contractor Software” means software which is proprietary to: (a) the Contractor or its subcontractor; or (b) an Affiliate of the Contractor. and which is or will be used by the Supplier or a subcontractor for the purposes of providing the Goods and/or services. “Control” means that a person possesses, directly or indirectly the power to direct or cause the direction of the management and policies of the other person (whether through the ownership of voting shares, by contract or otherwise) and “Controls” and “Controlled” shall be interpreted accordingly. “Crown” means the government of the United Kingdom (including the Northern Ireland Executive Committee and Northern Ireland Departments, the Scottish Executive and the National Assembly for Wales), including, but not limited to, government ministers, government departments, government and particular bodies and government agencies. “Customer” means the Contracting Authority and any other body referenced in Annex A (Eligible Customers) to Schedule A (Specification of Requirements). “Customer Access Agreement” means the agreement on similar terms as set out in Schedule D (Specific Responsibilities of the Parties) between the Contracting Authority and non-Crown bodies as referenced in Annex A (Eligible Customers) to Schedule A (Specification of Requirements) setting out the terms upon which the relevant non-Crown body may place Orders under the Contract. “Customer Data” means: (a) data, text, drawings, diagrams, images or sounds (together with any database made up of any of these) which are embodied in any electronic, magnetic, optical or tangible media, and which: (i) are supplied to the Contractor by or on behalf of the Contracting Authority; or (ii) the Contractor is required to generate, process, store or transmit pursuant to this Agreement; and/or (b) any Personal Data for which the Customer is the Data Controller. “Customer Software” means software which is owned by or licensed to a Customer and which is or will be used by the Contractor for the purposes of providing the Goods and/or Services but excluding the Contractor Software. “Default” means any breach of the obligations of the relevant Party (including but not limited to fundamental breach or breach of a fundamental term) or any other Default, act, omission, negligence or negligent statement of the relevant Party or the Staff in connection with or in relation to the subject-matter of the Contract and in respect of which such Party is liable to the other. “Delivery Date” means the date(s) agreed, specified in the Order or (where an extension of time has been agreed with the Customer) the revised date for delivery, of the Goods by the Contractor.
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“DPA” means the Data Protection Act 1998 together with any guidance and/or codes of practice issued by the Information Commissioner or relevant Crown body in relation to such legislation. “Environmental Information Regulations” means the Environmental Information Regulations 2004 and any guidance and/or codes of practice issued by the Information Commissioner or relevant Crown body in relation to such regulations. “Equipment” means the Contractor’s Equipment, plant, materials and such other items supplied and used by the Contractor in the performance of its obligations under the Contract. “Fees Regulations” means the Freedom of Information and Data Protection (Appropriate Limit and Fees) Regulations 2004. “FOIA” means the Freedom of Information Act 2000 together with any guidance and/or codes of practice issued by the Information Commissioner or relevant Crown body in relation to such legislation. “Fraud” means any offence under Laws creating offences in respect of fraudulent acts or at common Law in respect of fraudulent acts in relation to the Contract or defrauding or attempting to defraud or conspiring to defraud the Crown. “General Change in Law” means a Change in Law where the change is of a general legislative nature (including taxation or duties of any sort affecting the Contractor) or which affects or relates to a Comparable Supply. “Government Catalogue” means the Goods listed in Annex B of Schedule A (Specification of Requirements). “Government eMarketplace” means the electronic marketplace delivered by ProcServe and contracted by HM Treasury, which brings together Government contracts in a single platform to enable collaboration across all public sector buying organisations. “Guarantee” means a guarantee in the form set out in the Annex to Schedule K (Certificates and Additional Information) granted pursuant to Clause A15.1. “Guaranteed Minimum Committed Spend” means the total minimum spend by the central government departments, executive agencies and non-departmental bodies listed in Annex A of Schedule A. “Guarantor” means any person specified by the Contracting Authority as being required to grant a Guarantee. “Good Industry Practice” means standards, practices, methods and procedures conforming to the Law and the degree of skill and care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person or body engaged in a similar type of undertaking under the same or similar circumstances. “Goods” means the Goods to be supplied as specified in the Specification. “HMG Baseline Personnel Security Standard” means the baseline standard set out in the Cabinet Office guidance on HMG Personnel Security controls, as updated from time to time. “ICT Environment” means the system used for generating, sending, receiving, storing or otherwise processing electronic communications and information in connection with this Contract.
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“Information” has the meaning given under section 84 of the FOIA. “Initial Contract Period” means the period from the Commencement Date to the date of expiry set out in Clause A2 (Initial Contract Period), or such earlier date of termination of the Contract in accordance with the Law or the provisions of the Contract. “Intellectual Property Rights” means patents, inventions, trade marks, service marks, logos, design rights (whether registrable or otherwise), applications for any of the foregoing, copyright, database rights, domain names, trade or business names, moral rights and other similar rights or obligations whether registrable or not in any country (including but not limited to the United Kingdom) and the right to sue for passing off. “Key Performance Indicators” means those key performance indicators and targets detailed in Schedule G (Service Levels and KPIs). “Law” means any applicable Act of Parliament, subordinate legislation within the meaning of Section 21(1) of the Interpretation Act 1978, exercise of the royal prerogative, enforceable community right within the meaning of Section 2 of the European Communities Act 1972, regulatory policy, guidance or industry code, judgment of a relevant court of Law, or directives or requirements or any Regulatory Body of which the Contractor is bound to comply. “Losses” means all losses, liabilities, damages, costs and expenses (including legal fees on a solicitor/client basis) and disbursements and costs of investigation, litigation, settlement, judgment interest and penalties whether arising in contract, tort (including negligence), breach of statutory duty or otherwise. “Malicious Software” means software, program or code designed or intended to infiltrate or damage a computer system without the owner’s informed consent, including: (a) any software program or code intended to destroy, interfere with, corrupt, or cause undesired effects on program files, data or other information, executable code or application software macros, whether or not its operation is immediate or delayed, and whether such program or code is introduced wilfully, negligently or without knowledge of its existence; (b) any other program or code designed or intended to be a virus, worm, time or logic bomb, disabling code or routine, backdoor or similar; and/or (c) any program or code which would have the effect of disabling or shutting down any equipment, hardware, software, systems, networks or other items. “Management Charge” means 0.4 per cent (0.4%) of all Charges payable by the Customer (net of VAT) to the Contractor. “Management Information” means the management information detailed in Schedule E (Contract Management and Management Information). “Medium SME” means an organisation or entity: (a) having less than 250 employees; and (b) having an annual turnover of less than forty million pounds (£40,000,000); or
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(c) having a balance sheet of less than thirty five million pounds (£35,000,000); and (d) is totally independent of other enterprises; or (e) holds less than 25% of the capital or voting rights in one or more other enterprises and other enterprises do not each own more than 25% of its capital or voting rights. “Micro SME” means an organisation or entity: (a) having less than 10 employees; and (b) having an annual turnover of less than one million six hundred thousand pounds (£1,600,000); or (c) having a balance sheet of less than one million six hundred thousand pounds (£1,600,000); and (d) is totally independent of other enterprises; or (e) holds less than 25% of the capital or voting rights in one or more other enterprises and other enterprises do not each own more than 25% of its capital or voting rights. “Month” means calendar Month. “Order” means the Order made by the Customer for Goods and/or Services in the accordance with the Ordering Procedure. “Ordering Procedure” means the Ordering Procedure set out in Schedule D (Specific Responsibilities of the Parties). “Outgoing Contractor” means the person, firm or company currently providing the Services and whose replacement is envisaged pursuant to the Contract. “Other Customers” means all Customers except the Contracting Authority. “Party” means a party to the Contract. “Premises” means premises owned, controlled or occupied by the Customers where the Goods and Services are to be delivered and/or which are made available for the use by the Contractor for delivery of the Goods or Services (or any of them). “Pricing Schedule” means the Schedule containing details of the Charges. “Property” means the Property, other than real Property, issued or made available to the Contractor by a Customer in connection with the Contract. “Quality Standards” means the Quality Standards published by BSI British Standards, the National Standards Body of the United Kingdom, the International Organisation for Standardization or other reputable or equivalent body, (and their successor bodies) that a skilled and experienced operator in the same type of industry or business sector as the Contractor would reasonably and ordinarily be expected to comply with, and as may be further detailed in the Specification. “Red Route” means the Goods purchased by Customers which are not within the Government Catalogue. “Regulatory Bodies” means those Crown bodies and regulatory, statutory and other entities, committees, ombudsmen and bodies which, whether under statute, rules, regulations, codes of practice or otherwise, are entitled to regulate, investigate, or
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influence the matters dealt with in the Contract or any other affairs of the Contracting Authority and “Regulatory Body” shall be construed accordingly. “Replacement Contractor” means any third Party service provider appointed by the Customer to supply any services which are substantially similar to any of the Services and which the Customer receives in substitution for any of the Services following the expiry, termination or partial termination of the Contract. “Request for Information” shall have the meaning set out in the FOIA or the Environmental Information Regulations as relevant (where the meaning set out for the term “request” shall apply). “Relevant Transfer” shall have the meaning set out in the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”). “Returning Employees” means those persons listed in a Schedule to be agreed by the Parties prior to the end of the Contract Period who it is agreed were employed by the Contractor (and/or any sub-contractor) wholly and/or mainly in the provision of the Services immediately before the end of the Contract Period. “Schedule” means a Schedule attached to, and forming part of, the Contract. "Security Plan" means the Contractor's Security Plan based on the template in Schedule J and prepared pursuant to the relevant Customer’s security requirements as notified to the Contractor by the Customer. "Security Policy" means the relevant Customer’s current Security Policy as updated from time to time. “Service Levels” means those service levels detailed in Schedule G (Service Levels and KPIs). “Service Level Agreement” means the agreement between the Contracting Authority and Other Customers on similar terms as set out in Annex A to Schedule D (Specific Responsibilities of the Parties) who are Crown bodies setting out the terms upon which the relevant Crown body may place Orders under the Contract. “Services” means the services to be supplied as specified in the Specification. “Small SME” means an organisation or entity: (a) having less than 50 employees; and (b) having an annual turnover of less than eight million pounds (£8,000,000); or (c) having a balance sheet of less than eight million pounds (£8,000,000); and (d) is totally independent of other enterprises; or (e) holds less than 25% of the capital or voting rights in one or more other enterprises and other enterprises do not each own more than 25% of its capital or voting rights. “SME” means an organisation or entity: (a) having less than 250 employees; and (b) having an annual turnover of less than forty million pounds (£40,000,000); or
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(c) having a balance sheet of less than thirty five million pounds (£35,000,000); and (d) is totally independent of other enterprises; or (e) holds less than 25% of the capital or voting rights in one or more other enterprises and other enterprises do not each own more than 25% of its capital or voting rights. “Specific Change in Law” a Change in Law that relates specifically to the business of the Contracting Authority and which would not affect a Comparable Supply. “Specification” means the description of the Goods and Services to be supplied as detailed in Schedule A (Specification of Requirements) to the Contract, and any additional Customer requirements notified to the Contractor. “Staff” means all persons employed by the Contractor to perform its obligations under the Contract together with the Contractor’s servants, agents, contractors and sub- contractors used in the performance of its obligations under the Contract. “Tender” means the document(s) submitted by the Contractor to the Contracting Authority in response to the Contracting Authority’s invitation to suppliers for formal offers to supply it with the Goods and Services. “Third Party Software” means software which is proprietary to a person other than a Customer or the Contractor and which is or will be used for the purposes of providing the Goods and/or Services. “Transactional Model A” means the service offering which involves P2P including: ordering and payment (including government payment cards); web based market place (Zanzibar); punch out to Contractor hosted Government Catalogue; or Contractor CRM system. “Transactional Model B” means the service offering which involves all other transactional ordering methods including: telephone orders; faxed orders; hard copy orders; and non automated payments including cash, cherub, money transfer (excluding BACS) and non-embedded government payment cards. “Transfer Date” means the date that a Relevant Transfer takes place and may or may not be coincidental to the Commencement Date. “Variation” means a variation to the Contract pursuant to Clause E3.1 (Variation). “VAT” means value added tax in accordance with the provisions of the Value Added Tax Act 1994. “Working Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in the City of London. “Year” means a calendar year. A1.2 The interpretation and construction of this Contract shall be subject to the following provisions: (a) Words importing the singular meaning include where the context so admits the plural meaning and vice versa; (b) Words importing the masculine include the feminine and the neuter; (c) Reference to a Clause is a reference to the whole of that Clause unless stated otherwise;
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(d) Reference to any statute, enactment, order, regulation or other similar instrument shall be construed as a reference to the statute, enactment, order, regulation or instrument as amended by any subsequent enactment, modification, order, regulation or instrument as subsequently amended or re-enacted; (e) Reference to any person shall include natural persons and partnerships, firms and other incorporated bodies and all other legal persons of whatever kind and however constituted and their successors and permitted assigns or transferees; (f) The words “include”, “includes” and “including” are to be construed as if they were immediately followed by the words “without limitation”; (g) Headings are included in the Contract for ease of reference only and shall not affect the interpretation or construction of the Contract. A2 Initial Contract Period A2.1 The Contract shall take effect on the Commencement Date. The Contract shall expire automatically on 31 July 2014 unless it is otherwise terminated in accordance with the provisions of the Contract, or otherwise lawfully terminated, or extended under Clause E6 (Extension of Initial Contract Period). A3 Scope of Contract A3.1 The Contracting Authority appoints the Contractor as a potential provider of the Goods and Services and the Contractor shall be eligible to be considered for the award of Orders for such Goods and Services by the Contracting Authority and Other Customers during the Contract Period. A3.2 This Contract governs the overall relationship between the Contracting Authority and the Contractor in respect of the provision of the Goods and Services by the Contractor to the Contracting Authority and to Other Customers. A3.3 The Contracting Authority and Other Customers, or their appointed agents acting on behalf of the relevant Customer as specified in the Service Level Agreement or Customer Access Agreement, may during the Contract Period order Goods and Services from the Contractor in accordance with the Ordering Procedures. The Contractor shall supply the Goods and Services in accordance with the Contract. A3.4 The Contracting Authority agrees that, where relevant to this Contract, all acts or omissions of the Other Customers or its or their agents, employees or subcontractors (excluding the Contractor and its subcontractors) shall be deemed to be acts or omissions of the Contracting Authority. A3.5 The Other Customers are recipients of the Goods and Services but are not parties to this Contract. Rights granted to the Contracting Authority by the Other Customers under Clause A3.6 may be exercised only by the Contracting Authority and not by the Other Customers directly. A3.6 The Parties agree that the Contracting Authority, on its own behalf and on behalf of each of the Other Customers, shall: (a) have the right to conduct all claims and disputes arising out of or in connection with this Contract; (b) have the right to enforce any term, condition, undertaking, warranty or other provision of this Contract; and/or (c) recover Loss suffered by any Other Customer as if such Loss were suffered or incurred by the Contracting Authority.
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A3.7 Except as provided in this Clause A3, nothing in this Contract shall be deemed to grant any rights or benefits to any person other than the Parties, or entitle any third party to enforce any term or condition of this Contract. A4 Non-exclusivity A4.1 The Contractor acknowledges that in entering into this Contract no form of exclusivity has been granted by the Contracting Authority and Other Customers for the purchase of Goods and Services from the Contractor and that the Contracting Authority and Other Customers are at all times entitled to enter into other contracts and arrangements with other providers for the provision of any or all services or goods which are the same as or similar to the Goods and Services. Notwithstanding the wording in this provision, this Contract supports the centralised category procurement for central government, and it is the aim of the Contracting Authority to implement its use across all central government departments, their executive agencies and non- departmental public bodies. A4.2 The Contractor shall, on the basis of the full and proper performance by the Contractor of its obligations under the Contract, receive a Guaranteed Minimum Spend in the sum of 20 million pounds (£20,000,000) over the full potential Contract Term of four (4) years. If this Contract is not extended beyond the Initial Term under the provisions in Clause E6 or is otherwise terminated under the provisions Contract, the Guaranteed Minimum Spend shall be reduced pro rata to the elapsed Contract Period at the time of expiry or termination. A5 Contractor’s Status A5.1 At all times during the Contract Period the Contractor shall be an independent Contractor and nothing in the Contract shall create a contract of employment, a relationship of agency or partnership or a joint venture between the Parties and accordingly neither Party shall be authorised to act in the name of, or on behalf of, or otherwise bind the other Party save as expressly permitted by the terms of the Contract. A6 Contracting Authority’s Obligations A6.1 Save as otherwise expressly provided, the obligations of the Contracting Authority under the Contract are obligations of the Contracting Authority in its capacity as a contracting counterparty and nothing in the Contract shall operate as an obligation upon, or in any other way fetter or constrain the Contracting Authority in any other capacity, nor shall the exercise by the Contracting Authority of its duties and powers in any other capacity lead to any liability under the Contract (howsoever arising) on the part of the Contracting Authority to the Contractor. A7 Notices A7.1 Any notices given under or in relation to this Contract shall, unless the Contract provides otherwise, be in writing, signed by or on behalf of the Party giving it and shall be served by delivering it personally or by sending it by pre-paid first class post, special or other recorded delivery post, or by fax to the address or fax number and for the attention of the relevant Party set out in Clause A7.4 or to such other address as that Party may have stipulated. A7.2 A notice shall be deemed to have been received: (a) if delivered personally, at the time of delivery;
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(b) in the case of pre-paid first class post, special or other recorded delivery three Working Days from the date of posting; and (c) in the case of fax, on the day of transmission if sent before 16:00 hours of any Working Day and otherwise at 09:00 hours on the next Working Day and provided that, at the time of transmission of a fax, an error-free transmission report has been received by the sender. A7.3 In proving service, it shall be sufficient to prove that personal delivery was made, or that the envelope containing the notice was addressed to the relevant Party set out in Clause A7.4 (or as otherwise notified by that Party) and delivered either to that address or into the custody of the postal authorities as pre-paid first class post, special or other recorded delivery or pre-paid airmail letter and in the case of fax, that a transmission report generated from a fax machine evidences that the fax was transmitted to the relevant fax number. A7.4 For the purposes of Clause A7.1, the address and fax number of each Party shall be: (a) For the Contracting Authority: Address: 3rd Floor, Royal Liver Building, Pier Head, Liverpool, L3 1PE For the attention of: [Redacted Text] Tel: [Redacted Text] Fax: [Redacted Text] (b) For the Contractor: Address: St Crispin's House, Duke Street, Norwich, NR3 1PD For the attention of: [Redacted Text] Tel: [Redacted Text] Fax: [Redacted Text] A8 Mistakes in Information A8.1 The Contractor shall be responsible for the accuracy of all drawings, documentation and Information supplied to the Contracting Authority by the Contractor in connection with the supply of the Goods and Services and shall pay the Contracting Authority any extra costs occasioned by any discrepancies, errors or omissions therein. A9 Conflicts of Interest A9.1 The Contractor shall take appropriate steps to ensure that neither the Contractor nor any Staff is placed in a position where, in the reasonable opinion of the Contracting Authority, there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Contractor and the duties owed to the Contracting Authority under the provisions of the Contract. The Contractor will disclose to the Contracting Authority full particulars of any such conflict of interest which may arise. A9.2 The Contracting Authority reserves the right to terminate the Contract immediately by notice in writing and/or to take such other steps it deems necessary where, in the reasonable opinion of the Contracting Authority, there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Contractor and the duties owed to the Contracting Authority under the provisions of the Contract. The actions of the Contracting Authority pursuant to this Clause shall not prejudice or
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affect any right of action or remedy which shall have accrued or shall thereafter accrue to the Contracting Authority. A9.3 Clauses A9.1 and A9.2 shall apply during the continuance of the Contract. A10 Access to Customer’s Premises A10.1 The Contractor shall limit access to the land or Premises to such Staff as is necessary to enable it to perform its obligations under the Contract and the Contractor shall co-operate (and ensure that its Staff co-operate) with such other persons working concurrently on such land or Premises as the Customer may reasonably request. A10.2 The Contractor shall (and shall ensure that its Staff shall) observe and comply with such rules and regulations as may be in force at any time for the use of such Premises as determined by the Customer, and the Contractor shall pay for the cost of making good any damage caused by the Contractor or its Staff other than fair wear and tear. For the avoidance of doubt, damage includes damage to the fabric of the buildings, plant, fixed equipment or fittings therein. A10.3 The Customer may, by written notice to the Contractor, refuse to admit onto, or withdraw permission to remain on, the Premises to: (a) any member of the Staff; or (b) any person employed or engaged by any member of the Staff, whose admission or continued presence would, in the reasonable opinion of the Customer, be undesirable, and such decision shall be final and conclusive. A10.4 At the Contracting Authority’s written request, the Contractor shall provide a list of the names and addresses of all persons who may require admission in connection with the Contract to the Premises specifying the capacities in which they are concerned with the Contract and giving such other particulars as the Contracting Authority may reasonably request. A10.5 The Contractor’s Staff, engaged within the boundaries of the Premises, shall comply with such rules, regulations and requirements (including those relating to security arrangements) as may be in force from time to time for the conduct of personnel when at or outside the Premises. A10.6 If the Contractor fails to comply with Clause A10.4 within 14 days of the date of the request and in the reasonable opinion of the Contracting Authority such failure may be prejudicial to the interests of the Crown, then the Contracting Authority may terminate all or part of the Contract, provided always that such termination shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to the Contracting Authority. A10.7 The decision of the Contracting Authority as to whether the Contractor has failed to comply with Clause A10.4 shall be final and conclusive. A11 Staff Vetting A11.1 The Contractor shall comply with the security standards in relation to its Staff as set out in the Specifications, and as notified by a Customer from time to time. A11.2 The Contractor hereby warrants and represents that the checks specified in HMG Baseline Personnel Security Standard (the Baseline Standard), or any higher standard as required by a Customer, have been carried out in respect of each person
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assigned to access Premises, Property or Information belonging to or controlled by the Customers and that the results of those checks are satisfactory. A12 Security of Premises A12.1 The Contractor shall comply with all reasonable security requirements of the Customer while on the Premises, and shall ensure that all of its Staff comply with such requirements. A12.2 The Contractor shall take all steps reasonably required by a Customer to prevent unauthorised persons from being admitted to that Customer’s Premises. The Contracting Authority shall, and shall procure that Other Customers shall, afford to the authorised personnel of the Contractor at all reasonable times and with prior agreement such access to Customer’s Premises as may be necessary for the performance of the Contract provided always that a Customer shall have the right to refuse admittance to or order the removal from the Customer’s Premises any person employed by or acting on behalf of the Contractor or any sub-contractor who in the opinion of the relevant Customer (which shall be final) is not a fit and proper person to be on the relevant Customer’s Premises. Action taken under this Condition shall be confirmed in writing to the Contractor by the relevant Customer and shall not relieve the Contractor of its obligations under the Contract. At all times personnel of the Contractor shall obey Customer's directions relating to safety. A12.3 Where Staff are required to have a pass for admission to a Customer’s Premises, the Contracting Authority’s representative shall, subject to satisfactory completion of Approval procedures, arrange for passes to be issued. A12.4 The Contracting Authority shall provide the Contractor upon request copies of its written security procedures and shall afford the Contractor upon request with an opportunity to inspect its physical security arrangements. A13 Security Requirements A13.1 In the performance of this Contract, the Contractor shall comply with (and shall ensure that its Staff comply with) the Contracting Authority’s specific security requirements as described in the Specification set out at Schedule A and any additional Customer security requirements notified to the Contractor. Failure to do so may result in the termination of the Contract in accordance with Clause G2. The Contractor shall be obliged to inform the Contracting Authority of any security incident, regardless of its size or perceived impact on the Contracting Authority’s or an Other Customer’s business, as soon as the Contractor becomes aware of such an incident, and shall maintain auditable records of such events. A13.2 The Contractor shall comply, and shall procure the compliance of its Staff, with the Security Policy and the Security Plan and the Contractor shall ensure that its Security Plan fully complies with the Security Policy. A13.3 The Contracting Authority shall procure that Customers notify the Contractor of any changes or proposed changes to the relevant Customer’s Security Policy. A13.4 Unless and/or until such a change is agreed by the Contracting Authority pursuant to Clause D6.4 the Contractor shall continue to comply with its existing obligations under the Contract. A13.5 The Contractor shall, as an enduring obligation for the Contract Period, use the latest versions of anti-virus definitions available from an industry accepted anti-virus software vendor to check for and delete Malicious Software from the information and communication technology environment.
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A13.6 Notwithstanding Clause A13.5, if Malicious Software is found, the Parties shall co- operate to reduce the effect of the Malicious Software and, particularly if Malicious Software causes loss of operational efficiency or loss or corruption of Customer Data, assist each other to mitigate any losses and to restore the services to their desired operating efficiency. A13.7 Any cost arising out of the actions of the parties taken in compliance with the provisions of Clause A13.6 shall be borne by the parties as follows: (a) by the Contractor where the Malicious Software originates from the Contractor Software, the Third Party Software or the Customer Data (whilst the Customer Data was under the Control of the Contractor); and (b) by the Authority if the Malicious Software originates from the Customer Software or the Customer Data (whilst the Customer Data was under the Control of the Contracting Authority or the Customer). A14 Property A14.1 Where a Customer issues Property free of charge to the Contractor such Property shall be and remain the Property of the relevant Customer and the Contractor irrevocably licences the relevant Customer and its agents to enter upon any Premises of the Contractor during normal business hours on reasonable notice to recover any such Property. The Contractor shall not in any circumstances have a lien or any other interest on the Property and the Contractor shall at all times possess the Property as fiduciary agent and bailee of the relevant Customer. The Contractor shall take all reasonable steps to ensure that the title of the relevant Customer to the Property and the exclusion of any such lien or other interest are brought to the notice of all sub-contractors and other appropriate persons and shall, at the relevant Customer’s request, store the Property separately and ensure that it is clearly identifiable as belonging to the Customer. A14.2 The Property shall be deemed to be in good condition when received by or on behalf of the Contractor unless the Contractor notifies the relevant Customer otherwise within 5 Working Days of receipt. A14.3 The Contractor shall maintain the Property in good order and condition (excluding fair wear and tear), and shall use the Property solely in connection with the Contract and for no other purpose without the written consent of the relevant Customer. A14.4 The Contractor shall ensure the security of all the Property whilst in its possession, either on the Premises or elsewhere during the supply of the Goods or Services, in accordance with the relevant Customer’s reasonable security requirements as required from time to time. A14.5 The Contractor shall be liable for all loss of, or damage to, the Property (excluding fair wear and tear), unless such loss or damage was caused by the relevant Customer. The Contractor shall inform the relevant Customer within 2 Working Days of becoming aware of any defects appearing in, or losses or damage occurring to, the Property. A15 Guarantee A15.1 Where the Contracting Authority notifies the Contractor that the award of this Contract shall be conditional upon receipt of a valid Guarantee from an acceptable Guarantor, on or prior to the execution of Contract, the Contractor shall deliver to the Contracting Authority an executed Guarantee substantially in the form set out in the
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Annex to Schedule K (Certificates and Additional Information), from a Guarantor acceptable to the Contracting Authority. B PAYMENT TERMS AND CHARGES B1 Charges B1.1 The Contract Prices and rates, as shown in the appropriate Schedules of the Contract, shall remain fixed for the initial twelve-Month period starting from the Commencement Date. Prices may be subject to review at any time, in accordance with Schedule F (Variation Procedure) after the initial twelve-Month period, provided that the Contractor may not request an increase in prices less than twelve (12) Months after a previous price increase was accepted and implemented. B2 Payment Terms and VAT B2.1 The Contracting Authority shall, and shall procure that Other Customers shall, pay all sums due to the Contractor within 30 days of receipt of a valid invoice, submitted in accordance with the relevant Customer’s reasonable instructions. B2.2 The Contractor shall ensure that each invoice contains all appropriate references and a detailed breakdown of the Goods and Services supplied and is supported by any other documentation reasonably required by the relevant Customer to substantiate the invoice. B2.3 Where the Contractor enters into a sub-contract for the purpose of performing its obligations under the Contract, it shall ensure that a provision is included in such a sub-contract which requires payment to be made of all sums due by the Contractor to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice. B2.4 The Contractor shall add VAT to the Charges at the prevailing rate as applicable and the relevant Customer shall pay the VAT to the Contractor following its receipt of a valid VAT invoice. B2.5 Where Goods and/or Service are deemed to be supplied to the customer outside the UK, the contractor may be required by the laws of the country where the supply is to take place to register there for EU (or non-EU) turnover or similar tax. In that event the Customer shall pay to the Contractor in addition to the Contract Price (and any other sum due to the Contractor under the Contract) a sum equal to the tax the Contractor is liable to pay to the tax authorities of the country in question in relation to the Goods and/or Services. B2.6 The Contractor shall not make any claim for drawback of UK import duty on any portion of the Goods supplied which may be for shipment overseas. B2.7 In relation to the Goods and/or Services supplied under the Contract the Customer shall not be required to pay any sum in respect of the Contractor’s input VAT (and/or similar EU and non-EU input taxes). However, these input taxes will be allowed where it is proven to the Customer that, despite the Contractor having taken all reasonable steps to recover them, it has not been possible to do so. B2.8 The Contractor shall indemnify the Contracting Authority or Other Customers on a continuing basis against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the Contracting Authority or Other Customers at any time in respect of the Contractor’s failure to account for or to pay any VAT relating to payments made to the Contractor under the Contract. Any amounts due under this Clause B2.8 shall be paid by the Contractor to the
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Contracting Authority or Other Customers not less than 5 Working Days before the date upon which the tax or other liability is payable by the Contracting Authority or Other Customers. B2.9 The Contractor shall not suspend the supply of the Goods or Services for failure to pay undisputed sums of money. If an Other Customer fails to pay the Contractor any undisputed sums of money within 15 days of the due date for payment, the Contractor shall notify the Contracting Authority in writing of such failure to pay. If any undisputed sums payable under this Contract are not paid within 30 days of the due date for payment, interest shall be payable by the Contracting Authority at a rate of 5% above the base rate of the Bank of England, from the due date to the date of actual payment. B3 Recovery of Sums Due B3.1 Wherever under the Contract any sum of money is recoverable from or payable by the Contractor (including any sum which the Contractor is liable to pay to the Contracting Authority in respect of any breach of the Contract), that sum may be deducted from any sum then due, or which at any later time may become due to the Contractor under the Contract or under any other agreement or Contract with the Contracting Authority or the Crown. B3.2 Any overpayment by Other Customers to the Contractor shall be a sum of money recoverable by the Contracting Authority on behalf of the Other Customers, and any overpayment by the Contractor to the Customer shall be a sum of money recoverable by the Contractor from the Contracting Authority. Any overpayment by either Party shall be a sum of money recoverable by the Party who made the overpayment from the Party in receipt of the overpayment. B4 Compliance with Value Added Tax and Other Tax Requirements B4.1 The Contractor shall at all times comply with the Value Added Tax Act 1994 and all other statutes relating to direct or indirect taxes. B4.2 Failure to comply may constitute a material breach of this Contract and the Contracting Authority may exercise the rights and provisions conferred by Condition G2 (Termination on Default) hereof. B4.3 The Contractor shall provide to the Contracting Authority the name and, as applicable, the Value Added Tax registration number, PAYE collection number and either the Corporation Tax or Self Assessment reference of any agent, Contractor or sub-contractor of the Contractor prior to the commencement of any work under this Contract by that agent, Contractor or sub-contractor. Upon a request by the Contracting Authority, the Contractor shall not employ or will cease to employ any agent, Contractor or sub-contractor. B5 Arrears of Value Added Tax B5.1 Where an amount, including any assessed amount, is due from the Contractor as Value Added Tax under the Value Added Tax Act 1994 (as amended) an equivalent amount may be deducted by the Contracting Authority from the amount of any sum due to the Contractor under the Contract. B5.2 The Contracting Authority shall give the Contractor at least 14 days notice in writing before exercising the right of deduction under Clause B5.1. The notice shall specify the amount to be deducted and shall contain a description of the VAT due from the Contractor in respect of which the deduction is made.
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B6 Price adjustment on extension of the Initial Contract Period B6.1 If on extension of the Initial Contract Period under Clause E6.1 a Variation in the Contract Price is agreed between the Contracting Authority and the Contractor, the revised Contract Price will take effect from the first day of any period of extension and shall apply during such period of extension. B6.2 Any increase in the Contract Price pursuant to Clause B6.1 shall not exceed the percentage change in the RPIX between the Commencement Date and the date 6 Months before the end of the Initial Contract Period. B7 Euro B7.1 Any requirement of Law to account for the Goods and Services in Euro (or to prepare for such accounting) instead of and/or in addition to sterling, shall be implemented by the Contractor free of charge to the Customers. B7.2 The Contracting Authority shall provide all reasonable assistance to facilitate compliance with Clause B7.1 by the Contractor. C STATUTORY OBLIGATIONS AND REGULATIONS C1 Prevention of Corruption C1.1 The Contractor shall not offer or give, or agree to give, to the Contracting Authority or any other public body or any person employed by or on behalf of the Contracting Authority or any other public body any gift or consideration of any kind as an inducement or reward for doing, refraining from doing, or for having done or refrained from doing, any act in relation to the obtaining or execution of the Contract or any other Contract with the Contracting Authority or any other public body, or for showing or refraining from showing favour or disfavour to any person in relation to the Contract or any such Contract. C1.2 The Contractor warrants that it has not paid commission or agreed to pay commission to the Contracting Authority or any other public body or any person employed by or on behalf of the Contracting Authority or any other public body in connection with the Contract. C1.3 If the Contractor, its Staff or anyone acting on the Contractor’s behalf, engages in conduct prohibited by Clauses C1.1 or C1.2, the Contracting Authority may: (a) terminate the Contract and recover from the Contractor the amount of any loss suffered by the Contracting Authority resulting from the termination, including the cost reasonably incurred by the Contracting Authority of making other arrangements for the supply of the Goods and Services and any additional expenditure incurred by the Contracting Authority throughout the remainder of the Contract Period; or (b) recover in full from the Contractor any other loss sustained by the Contracting Authority in consequence of any breach of those Clauses. C2 Prevention of Fraud C2.1 The Contractor shall take all reasonable steps, in accordance with Good Industry Practice, to prevent Fraud by Staff and the Contractor (including its shareholders, members, directors) in connection with the receipt of monies from the Customers. C2.2 The Contractor shall notify the Contracting Authority immediately if it has reason to suspect that any Fraud has occurred or is occurring or is likely to occur.
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C2.3 If the Contractor or its Staff commits Fraud in relation to this or any other Contract with the Crown (including the Contracting Authority) the Contracting Authority may: (a) terminate the Contract and recover from the Contractor the amount of any loss suffered by the Contracting Authority resulting from the termination, including the cost reasonably incurred by the Contracting Authority of making other arrangements for the supply of the Goods and Services and any additional expenditure incurred by the Contracting Authority throughout the remainder of the Contract Period; or (b) recover in full from the Contractor any other loss sustained by the Contracting Authority in consequence of any breach of this Clause. C3 Discrimination C3.1 The Contractor shall not unlawfully discriminate either directly or indirectly because of race, colour, ethnic or national origin, disability, sex, sexual orientation, gender reassignment, religion or belief, or age and without prejudice to the generality of the foregoing the Contractor shall not unlawfully discriminate within the meaning and scope of the Equality Act 2010 (which replaces the following: Sex Discrimination Act 1975, the Race Relations Act 1976, the Equal Pay Act 1970, the Disability Discrimination Act 1995, the Employment Equality (Sexual Orientation) Regulations 2007, the Employment Equality (Religion or Belief) Regulations 2003, the Employment Equality (Age) Regulations 2006, the Equality Act 2006), the Human Rights Act 1998 or other relevant or equivalent legislation, or any statutory modification or re-enactment thereof. C3.2 The Contractor shall take all reasonable steps to secure the observance of Clause C3.1 by all Staff. C4 The Contracts (Rights of Third Parties) Act 1999 C4.1 A person who is not a Party to the Contract shall have no right to enforce any of its provisions which, expressly or by implication, confer a benefit on him, without the prior written agreement of both Parties. This Clause does not affect any right or remedy of any person which exists or is available apart from the Contracts (Rights of Third Parties) Act 1999 and does not apply to the Crown. C5 Health and Safety C5.1 The Contractor shall comply with the requirements of the Health and Safety at Work etc. Act 1974 and any other acts, orders, regulations and codes of practice relating to health and safety, which may apply to Staff and other persons working on the Premises in the performance of its obligations under the Contract. C5.2 The Contractor shall promptly notify the Customer of any health and safety hazards which may arise in connection with the performance of its obligations under the Contract. The Contracting Authority shall, and shall procure that Other Customers shall, promptly notify the Contractor of any health and safety hazards which may exist or arise at the Premises and which may affect the Contractor in the performance of its obligations under the Contract. C5.3 While on the Premises, the Contractor shall comply with any health and safety measures implemented by the Customer in respect of Staff and other persons working there. C5.4 The Contractor shall notify the Customer immediately in the event of any incident occurring in the performance of its obligations under the Contract on the Premises
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where that incident causes any personal injury or damage to Property which could give rise to personal injury. D DATA SECURITY AND PROTECTION OF INFORMATION D1 Customer Data D1.1 The Contractor shall not delete or remove any proprietary notices contained within or relating to Customer Data. D1.2 The Contractor shall not store, copy, disclose, or use Customer Data except as necessary for the performance by the Contractor of its obligations under the Contract or as otherwise expressly authorised in writing by the relevant Customer. D1.3 To the extent that Customer Data is held and/or processed by the Contractor, the Contractor shall supply that Customer Data to the relevant Customer as may be requested, and in the format specified, by the relevant Customer. D1.4 The Contractor shall take responsibility for preserving the integrity of Customer Data and shall take all necessary steps to prevent the corruption or loss of Customer Data. D2 Data Protection Act D2.1 For the purposes of this Clause D2, the terms “Data Controller”, “Data Processor”, “Data Subject”, “Personal Data”, “Process” and “Processing” shall have the meaning prescribed under the DPA. D2.2 The Contractor shall (and shall ensure that all Staff) comply with any notification requirements under the DPA and both Parties will duly observe all their obligations under the DPA which arise in connection with the Contract. D2.3 Notwithstanding the general obligation in Clause D1.2, where the Contractor is processing Personal Data as a Data Processor for a Customer the Contractor shall: (a) Process the Personal Data only in accordance with instructions from the relevant Customer (which may be specific instructions or instructions of a general nature as set out in this Contract or as otherwise notified by the relevant Customer to the Contractor); (b) Comply with all applicable Laws; (c) Process the Personal Data only to the extent and in such manner as is necessary for the provision of the Contractor’s obligations under this Contract or as is required by Law or any Regulatory Body; (d) Implement appropriate technical and organised measures to protect the Personal Data against unauthorised or unlawful Processing and against accidental loss, destruction, damage, alteration or disclosure. These measures shall be appropriate to the harm which might result from any unauthorised or unlawful Processing, accidental loss, destruction or damage to the Personal Data and having regard to the nature of the Personal Data which is to be protected; (e) Take reasonable steps to ensure the reliability of Staff and agents who may have access to the Personal Data; (f) Obtain prior written consent from the relevant Customer in order to transfer the Personal Data to any sub-contractor for the provision of the Goods and Services; (g) Not cause or permit the Personal Data to be transferred outside of the European Economic Area without the prior consent of the relevant Customer;
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(h) Ensure that all Staff and agents required to access the Personal Data are informed of the confidential nature of the Personal Data and comply with the obligations set out in this Clause D2; (i) Ensure that none of the Staff and agents publish disclose or divulge any of the Personal Data to any third parties unless directed in writing to do so by the relevant Customer; and (j) Not disclose Personal Data to any third parties in any circumstances other than with the written consent of the relevant Customer or in compliance with a legal obligation imposed upon the Contracting Authority. D2.4 Notify the relevant Customer within 5 Working Days if it receives: (a) A request from a Data Subject to have access to that person’s Personal Data; or (b) A complaint or request relating to the relevant Customer’s obligations under the DPA. D2.5 Provide the relevant Customer with reasonable cooperation and assistance in relation to any such complaint or request made, including by: (a) Providing the relevant Customer with full details of the complaint or request; (b) Assisting the relevant Customer to comply with any such request in accordance with the relevant Customer’s reasonable instructions; and (c) Providing the relevant Customer with any Personal Data it holds in relation to a Data Subject (within the timescales reasonably required by the relevant Customer). D2.6 The provision of this Clause D2 shall apply during the Contract Period and indefinitely after its expiry. D3 Official Secrets Acts and related Legislation D3.1 The Contractor shall comply with, and shall ensure that its Staff comply with, the provisions of: (a) the Official Secrets Acts 1911 to 1989; an (b) Section 182 of the Finance Act 1989; and (c) Section 18 and Section 19 of the Commissioners for Revenue and Customs Act 2005. D3.2 In the event that the Contractor or its Staff fail to comply with this Clause, the Contracting Authority reserves the right to terminate the Contract with immediate effect. D4 Confidential Information D4.1 Except to the extent set out in this Clause or where disclosure is expressly permitted elsewhere in this Contract: (a) the Contractor shall treat Customer’s Confidential Information as confidential and safeguard it accordingly; and (b) the Contractor shall not disclose Customer’s Confidential Information to any other person without the Information owner's prior written consent; and
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(c) the Contracting Authority shall treat, and shall procure that Other Customers shall treat, the Contractor’s Confidential Information as confidential and safeguard it accordingly; and (d) the Contracting Authority shall not disclose, and shall procure that Other Customers shall not disclose, the Contractor’s Confidential Information to any other person without the Contractor's prior written consent. D4.2 Clause D4.1 shall not apply to the extent that: (a) such disclosure is a requirement of Law placed upon the Party or Other Customer making the disclosure, including any requirements for disclosure under the FOIA, Code of Practice on Access to Government Information or the Environmental Information Regulations pursuant to Clause D5 (Freedom of Information); (b) such Information was in the possession of the Party or Other Customer making the disclosure without obligation of confidentiality prior to its disclosure by the Information owner; (c) such Information was obtained from a third Party without obligation of confidentiality; (d) such Information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract; or (e) it is independently developed without access to the other Party's or Other Customer’s Confidential Information. D4.3 The Contractor may only disclose Customer's Confidential Information to the Staff who are directly involved in the provision of the Goods and Services and who need to know the Information, and shall ensure that such Staff are aware of and shall comply with these obligations as to confidentiality. D4.4 The Contractor shall not, and shall procure that the Staff do not, use any of the Customer's Confidential Information received otherwise than for the purposes of the Contract. D4.5 Where deemed appropriate by the Contracting Authority, and at the written request of the Contracting Authority, the Contractor shall procure that its Staff sign a confidentiality undertaking prior to commencing any work in accordance with the Contract. D4.6 Nothing in this Contract shall prevent the Contracting Authority or Other Customers from disclosing the Contractor's Confidential Information (including the Management Information obtained under Schedule E (Contract Management and Management Information) to this Contract): (a) to the Crown, Other Customers or any other Contracting Body. The Crown, Other Customers and any Contracting Bodies receiving such Confidential Information shall be entitled to further disclose the Confidential Information to the Crown, Other Customers or other Contracting Authorities on the basis that the Information is confidential and is not to be disclosed to a third Party which is not part of the Crown, an Other Customer or a Contracting Body; (b) to any consultant, Contractor or other person engaged by the Contracting Authority or an Other Customer, or any person conducting an Office of Government Commerce gateway review;
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(c) for the purpose of the examination and certification of the Contracting Authority's or Other Customer’s accounts; or (d) for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Contracting Authority or Other Customers has used its resources. D4.7 The Contracting Authority shall, and shall procure that Other Customers shall, use all reasonable endeavours to ensure that any Other Customer, Crown body, Contracting Body, employee, third Party or sub-contractor to whom the Contractor's Confidential Information is disclosed pursuant to Clause D4.6 is made aware of the Contracting Authority's and Other Customer’s obligations of confidentiality. D4.8 Nothing in this Clause D4 shall prevent either Party or Other Customers from using any techniques, ideas or know-how gained during the performance of the Contract in the course of its normal business to the extent that this use does not result in disclosure of the other Party's or Other Customer’s Confidential Information or an infringement of its Intellectual Property Rights. D5 Freedom of Information D5.1 The Contractor acknowledges that the Contracting Authority is subject to the requirements of the FOIA and the Environmental Information Regulations and shall assist and cooperate with the Contracting Authority to enable the Contracting Authority to comply with its Information disclosure obligations. D5.2 The Contractor shall and shall procure that any sub-contractors shall: (a) transfer to the Contracting Authority all Requests for Information that it receives as soon as practicable and in any event within 2 Working Days of receiving a Request for Information; (b) provide the Contracting Authority with a copy of all Information in its possession or power in the form that the Contracting Authority requires within 5 Working Days (or such other period as the Contracting Authority may reasonably specify) of the Contracting Authority’s request; and (c) provide all necessary assistance as reasonably requested by the Contracting Authority to enable the Contracting Authority to respond to the Request for Information within the time for compliance set out in section 10 of the FOIA or Regulation 5 of the Environmental Information Regulations. D5.3 The Contracting Authority shall be responsible for determining in its absolute discretion and notwithstanding any other provision in this Contract or any other agreement whether the Commercially Sensitive Information and/or any other Information is exempt from disclosure in accordance with the provisions of the Code of Practice on Government Information, FOIA or the Environmental Information Regulations. D5.4 In no event shall the Contractor respond directly to a Request for Information unless expressly authorised to do so by the Contracting Authority. D5.5 If the Contracting Authority receives a Request for Information relating to Information previously considered by the Parties to be Commercially Sensitive Information that is exempt under the FOIA the Contracting Authority shall: (a) consider whether the Information is, in fact, exempt and;
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(b) consider whether the public interest in maintaining the exemption outweighs the public interest in disclosing the Information (unless the Information benefits from an absolute exemption) and; (c) consult with the Contractor prior to disclosure of the Information whenever reasonably practicable. D5.6 Without prejudice to Clause D5.5 the Contracting Authority shall consult with the Contractor before disclosing any Confidential Information of the Contractor unless the Contracting Authority is obliged under the FOIA to disclose such Information without consulting the Contractor. D5.7 The Contracting Authority shall not be liable for any loss or damage suffered by the Contractor, whether in Contract, tort or any other way, as a result of the Contracting Authority disclosing Information in response to a request made under the FOIA. D5.8 The Contractor shall ensure that all Information is retained for disclosure in accordance with any legislation or guidelines from time to time in place and shall permit the Contracting Authority to inspect such records as requested from time to time. D6 Transparency D6.1 The Parties acknowledge that, except for any information which is exempt from disclosure in accordance with the provisions of the FOIA, the content of this Contract is not Confidential Information. The Contracting Authority shall be responsible for determining in its absolute discretion whether any of the content of the Contract is exempt from disclosure in accordance with the provisions of the FOIA. D6.2 Notwithstanding any other term of this Contract, the Contractor hereby gives his consent for the Contracting Authority to publish to the general public: (a) the Contract in its entirety (but with any information which is exempt from disclosure in accordance with the provisions of the FIOA redacted) including from time to time agreed changes to the Contract; and (b) details of any Order from a Customer who is Crown body where the sums payable under that Order exceeds twenty five thousand pounds (£25,000). D6.3 The Contracting Authority may consult with the Contractor to inform its decision regarding any exemptions under Clause D6.1 but the Contracting Authority shall have the final decision in its absolute discretion. D6.4 The Contractor shall assist and cooperate with the Contracting Authority to enable the Contracting Authority to publish this Contract and Order information. D7 Publicity, Media and Official Enquiries D7.1 Without prejudice to the Contracting Authority’s obligations under the FOIA, neither Party shall make any press announcement or publicise the Contract or any part thereof in any way, including in any marketing material, except with the written consent of the other Party, which shall not be unreasonably withheld or delayed. D7.2 Both Parties shall take all reasonable steps to ensure that their servants, employees, agents, sub-contractors, Contractors, professional advisors and consultants comply with Clause D7.1. D7.3 Subject to full compliance with the Branding Guidance, the Contractor shall be entitled to use the Buying Solutions logo exclusively in connection with the provision of the Goods and Services during the Contract Period and for no other purpose.
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D7.4 The Contractor shall at all times during the Contract Term on written demand indemnify the Contracting Authority and keep the Contracting Authority indemnified against all losses, incurred by, awarded against or agreed to be paid by the Contractor arising out of any claim or infringement or alleged infringement (including the defence of such infringement or alleged infringement) resulting from the Contractor's use of the Buying Solutions logo. D7.5 The Contractor shall not do anything or cause anything to be done, which may damage the reputation of the Contracting Authority or Other Customers or bring the Contracting Authority or Other Customers into disrepute. D8 Intellectual Property Rights D8.1 All Intellectual Property Rights in any guidance, Specifications, instructions, toolkits, plans, data, drawings, databases, patents, patterns, models, designs or other material (the “IP Materials”): (a) furnished to or made available to the Contractor by or on behalf of the Customers shall remain the Property of the relevant Customer; and (b) prepared by or for the Contractor on behalf of the Contracting Authority for use, or intended use, in relation to the performance by the Contractor of its obligations under the Contract shall belong to the Contracting Authority; and the Contractor shall not, and shall ensure that the Staff shall not, (except when necessary for the performance of the Contract) without prior Approval, use or disclose any Intellectual Property Rights in the IP Materials. D8.2 The Contractor hereby assigns to the Contracting Authority, with full title guarantee, all Intellectual Property Rights which may subsist in the IP Materials prepared in accordance with Clause D8.1(b). This assignment shall take effect on the Commencement Date or as a present assignment of future rights that will take effect immediately on the coming into existence of the Intellectual Property Rights produced by the Contactor. The Contractor shall execute all documentation necessary to execute this assignment. D8.3 The Contractor shall execute all documentation necessary to execute the assignment under Clause D8.2. The Contractor shall waive or procure a waiver of any moral rights subsisting in any of the IP Materials supplied or produced pursuant to clause D8.1(b). D8.4 The Contractor shall not infringe any Intellectual Property Rights of any third Party in supplying the Goods and Services and the Contractor shall, during and after the Contract Period, indemnify and keep indemnified and hold the Contracting Authority, Other Customers and the Crown harmless from and against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and other liabilities which the Contracting Authority, Other Customers or the Crown may suffer or incur as a result of or in connection with any breach of this Clause, except where any such claim arises from: (a) items, materials, or services based upon designs supplied by the Contracting Authority or Other Customers; or (b) the use of data supplied by the Contracting Authority or Other Customers which is not required to be verified by the Contractor under any provision of the Contract. D8.5 The Contracting Authority shall notify the Contractor in writing of any claim or demand brought against the Contracting Authority for infringement or alleged
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infringement of any Intellectual Property Right in materials supplied or licensed by the Contractor. D8.6 The Contractor shall at its own expense conduct all negotiations and any litigation arising in connection with any claim for breach of Intellectual Property Rights in materials supplied or licensed by the Contractor. D8.7 If a claim, demand or action for infringement or alleged infringement of any Intellectual Property Right is made in connection with the Contract or in the reasonable opinion of the Contractor is likely to be made, the Contractor shall notify the Contracting Authority and, at its own expense and subject to the consent of the Contracting Authority (not to be unreasonably withheld or delayed), use its best endeavours to: (a) modify any or all of the Goods or Services without reducing the performance or functionality of the same, or substitute alternative Goods or Services of equivalent performance and functionality, so as to avoid the infringement or the alleged infringement, provided that the provisions herein shall apply to such modified Goods or Services or to the substitute Goods or Services; or (b) procure a licence to use and supply the Goods or Services which are the subject of the alleged infringement on terms which are acceptable to the Contracting Authority, and in the event that the Contractor is unable to comply with Clauses D8.7(a) or (b) within 20 Working Days of receipt of the Contractor’s notification the Contracting Authority may terminate the Contract with immediate effect by notice in writing. D8.8 The Contractor grants to the Contracting Authority a royalty-free, irrevocable and non-exclusive licence (with a right to sub-licence) to use any Intellectual Property Rights that the Contractor owned or developed prior to the Commencement Date and which the Contracting Authority reasonably requires in order exercise its rights and take the benefit of this Contract including the Goods or Services provided. E CONTROL OF THE CONTRACT E1 Transfer, Sub-Contracting and Novation E1.1 Except where Clause E1.4 and E1.5 applies the Contractor shall not assign, sub- contract or in any other way dispose of the Contract or any part of it without prior Approval. Sub-contracting any part of the Contract shall not relieve the Contractor of any of its obligations or duties under the Contract including, but not limited to, any security requirements specific to this Contract. E1.2 The Contractor shall be responsible for the acts and omissions of its sub-contractors as though they are its own. E1.3 Where the Contracting Authority has consented to the placing of sub-contracts, copies of each sub-contract shall, at the request of the Contracting Authority, be sent by the Contractor to the Contracting Authority as soon as reasonably practicable. E1.4 Notwithstanding Clause E1.1, the Contractor may assign to a third Party (the “Assignee”) the right to receive payment of the Charges or any part thereof due to the Contractor under the Contract. Any assignment under this Clause E1.4 shall be subject to: (a) deduction of any sums in respect of which the Contracting Authority exercises its right of recovery under Clause B3 (Recovery of Sums Due); and
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(b) all related rights of the Contracting Authority under the Contract in relation to the recovery of sums due but unpaid. E1.5 In the event that the Contractor assigns the right to receive the Charges under Clause E1.4, the Contractor shall notify the Contracting Authority if future payments are to be made directly to the Assignee and shall provide the Contracting Authority with the relevant Information. The provisions of Clause B2 (Payment Terms and VAT) shall continue to apply in all other respects after the assignment and shall not be amended without Approval. E1.6 Subject to Clause E1.8, the Contracting Authority may assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof to: (a) any Contracting Body; or (b) any other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the Contracting Authority; or (c) any private sector body which substantially performs the functions of the Contracting Authority, provided that any such assignment, novation or other disposal shall not increase the burden of the Contractor’s obligations under the Contract. E1.7 Any change in the legal status of the Contracting Authority such that it ceases to be a Contracting Body shall not, subject to Clause E1.8, affect the validity of the Contract. In such circumstances, the Contract shall bind and inure to the benefit of any successor body to the Contracting Authority. E1.8 If the rights and obligations under the Contract are assigned, novated or otherwise disposed of pursuant to Clause E1.6 to a body which is not a Contracting Body or if there is a change in the legal status of the Authority such that it ceases to be a Contracting Body (in the remainder of this Clause both such bodies being referred to as the “Transferee”): (a) the rights of termination of the Contracting Authority in Clauses G1 (Termination on insolvency and change of Control) and G2 (Termination on Default) shall be available to the Contractor in the event of, respectively, the bankruptcy or insolvency, or Default of the Transferee; (b) the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under the Contract or any part thereof with the previous consent in writing of the Contractor. E1.9 The Contracting Authority may disclose to any Transferee any Confidential Information of the Contractor which relates to the performance of the Contractor’s obligations under the Contract. In such circumstances the Contracting Authority shall authorise the Transferee to use such Confidential Information only for purposes relating to the performance of the Contractor’s obligations under the Contract and for no other purpose and shall take all reasonable steps to ensure that the Transferee gives a confidentiality undertaking in relation to such Confidential Information. E1.10 Each Party shall at its own cost and expense carry out, or use all reasonable endeavours to ensure the carrying out of, whatever further actions (including the execution of further documents) the other Party reasonably requires from time to time for the purpose of giving that other Party the full benefit of the provisions of the Contract.
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E2 Waiver E2.1 The failure of either Party to insist upon strict performance of any provision of the Contract, or the failure of either Party to exercise, or any delay in exercising, any right or remedy shall not constitute a waiver of that right or remedy and shall not cause a diminution of the obligations established by the Contract. E2.2 No waiver shall be effective unless it is expressly stated to be a waiver and communicated to the other Party in writing in accordance with Clause A5 (Notices). E2.3 A waiver of any right or remedy arising from a breach of the Contract shall not constitute a waiver of any right or remedy arising from any other or subsequent breach of the Contract. E3 Variation E3.1 The Parties may agree a Variation in accordance with Schedule F (Variation Procedure). Subject to Clause E3.1 above, the Contracting Authority may request a Variation of the Specification provided that such Variation does not amount to a material change to the Specification. E3.2 In the event that the Parties are unable to agree a Variation, the Contracting Authority may; (a) allow the Contractor to fulfil its obligations under the Contract without the Variation; or (b) terminate the Contract with immediate effect. E4 Severability E4.1 If any provision of the Contract is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of the Contract shall continue in full force and effect as if the Contract had been executed with the invalid, illegal or unenforceable provision eliminated. E5 Remedies Cumulative E5.1 Except as otherwise expressly provided by the Contract, all remedies available to either Party for breach of the Contract are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies. E6 Extension of Initial Contract Period E6.1 Subject to Clause B6 (Price adjustment on extension of the Initial Contract Period), the Contracting Authority may, by giving written notice to the Contractor not less than 3 Month(s) prior to the last day of the Initial Contract Period, extend the Contract for one (1) further period of 12 Months. The provisions of the Contract will apply (subject to any Variation or adjustment to the Contract Price under the Schedule F (Variation Procedure) on extension of the Initial Contract Period)) throughout any such extended period.
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E7 Entire Agreement E7.1 The Contract constitutes the entire agreement between the Parties in respect of the matters dealt with therein. The Contract supersedes all prior negotiations between the Parties and all representations and undertakings made by one Party to the other, whether written or oral, except that this Clause shall not exclude liability in respect of any Fraud or Fraudulent misrepresentation. E7.2 In the event of, and only to the extent of, any conflict between the Clauses of the Contract, any document referred to in those Clauses and the Schedules, the conflict shall be resolved in accordance with the following order of precedence: (a) the Schedules (except Schedule B (Contractor’s Solution)); and (b) any other document referred to in the Clauses of the Contract; and (c) Schedule B (Contractor’s Solution). F LIABILITIES F1 Liability, Indemnity and Insurance F1.1 Neither Party excludes or limits liability to the other Party for: (a) death or personal injury caused directly or indirectly by its negligence; or (b) Fraud; or (c) Fraudulent misrepresentation; or (d) any breach of any obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982. F1.2 Subject to Clauses F1.3 and F1.4, the Contractor shall indemnify the Contracting Authority and keep the Contracting Authority indemnified against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of or in consequence of the supply, or the late or purported supply, of the Goods or Services, or the performance or non-performance by the Contractor of its obligations under the Contract, or the presence of the Contractor or any Staff on the Premises, including in respect of any death or personal injury, loss of or damage to the Contracting Authority’s Property, financial loss arising from any advice given or omitted to be given by the Contractor, or any other loss which is caused directly or indirectly by any negligent act or omission of the Contractor. F1.3 The Contractor shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is solely caused by the negligence or wilful misconduct of the Contracting Authority or the Other Customers or by breach by the Contracting Authority of its obligations under the Contract. F1.4 Subject always to Clause F1.1, the liability of either Party for Defaults shall be subject to the following financial limits: (a) the aggregate liability of either Party for all Defaults resulting in direct loss of or damage to the property of the other under or in connection with the Contract shall in no event exceed one million pounds (£1,000,000); (b) the aggregate liability of the Contractor for all Defaults resulting in direct loss of or damage to the property of any of the Other Customers under or in connection with the Contract shall in no event exceed one million pounds (£1,000,000) in relation to each Other Customer; and
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(c) the annual aggregate liability under the Contract of either Party for all Defaults (other than a Default governed by Clauses F1.4(a) and (b) ) shall in no event exceed the greater of £100,000 or 125 %) of the Charges paid or payable by the relevant Customer to the Contractor in the Contract Year in which the liability arises; F1.5 Subject always to Clause F1.1, in no event shall either Party be liable to the other for any: (a) loss of profits, business, revenue or goodwill; and/or (b) loss of savings (whether anticipated or otherwise); and/or (c) indirect or consequential loss or damage. F1.6 The Contractor shall effect and maintain with a reputable insurance company a policy or policies of insurance providing an adequate level of cover in respect of all risks which may be incurred by the Contractor, arising out of the Contractor’s performance of its obligations under the Contract, including in respect of death or personal injury, loss of or damage to Property or any other loss. Such policies shall include cover in respect of any financial loss arising from any advice given or omitted to be given by the Contractor and shall be maintained for the Contract Period. F1.7 The Contractor shall hold employer’s liability insurance to a minimum of £5,000,000 in respect of Staff in accordance with any legal requirement from time to time in force. F1.8 The Contractor shall give the Contracting Authority, on request, copies of all insurance policies referred to in this Clause or a broker’s verification of insurance to demonstrate that the appropriate cover is in place, together with receipts or other evidence of payment of the latest premiums due under those policies. F1.9 If, for whatever reason, the Contractor fails to give effect to and maintain the insurances required by the provisions of the Contract the Contracting Authority may make alternative arrangements to protect its interests and may recover the costs of such arrangements from the Contractor. F1.10 The provisions of any insurance or the amount of cover shall not relieve the Contractor of any liabilities under the Contract. It shall be the responsibility of the Contractor to determine the amount of insurance cover that will be adequate to enable the Contractor to satisfy any liability referred to in Clause F1.2. F2 Warranties and Representations F2.1 The Contractor warrants and represents that: (a) it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under the Contract and that the Contract is executed by a duly authorised representative of the Contractor; (b) in entering the Contract it has not committed any Fraud; (c) as at the Commencement Date, all Information contained in the Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Contracting Authority prior to execution of the Contract; (d) no claim is being asserted and no litigation, arbitration or administrative proceeding is presently in progress or, to the best of the Contractor’s
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knowledge and belief, pending or threatened against it or any of its assets which will or might have a material adverse effect on its ability to perform its obligations under the Contract; (e) it is not subject to any Contractual obligation, compliance with which is likely to have a material adverse effect on its ability to perform its obligations under the Contract; (f) no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; (g) it owns, has obtained or is able to obtain, valid licences for all Intellectual Property Rights that are necessary for the performance of its obligations under the Contract; (h) in the 3 years prior to the date of the Contract: (i) it has conducted all financial accounting and reporting activities in compliance in all material respects with the generally accepted accounting principles that apply to it in any country where it files accounts; (ii) it has been in full compliance with all applicable securities and tax Laws and regulations in the jurisdiction in which it is established; and (iii) it has not done or omitted to do anything which could have a material adverse effect on its assets, financial condition or position as an ongoing business concern or its ability to fulfil its obligations under the Contract. F3 Professional Indemnity F3.1 The Contractor shall effect and maintain appropriate professional indemnity insurance cover during the Contract Period and shall ensure that all agents, professional consultants and sub-contractors involved in the supply of the Goods and Services do the same. To comply with its obligations under this Clause and as a minimum, the Contractor shall ensure professional indemnity insurance held by the Contractor and by any agent, sub-contractor or consultant involved in the supply of the Goods and Services has a limit of indemnity of not less than one million pounds (£1,000,000) for each individual claim or such higher limit as the Contracting Authority may reasonably require (and as required by Law) from time to time. Such insurance shall be maintained for the duration of the Contract Period and for a minimum of 12 Months thereafter. F3.2 Any excess or deductibles under the insurance referred to in Clause F3.1 shall be the sole and exclusive responsibility of the Contractor or the Contractor’s agents, professional consultants or sub-contractors, as applicable. F3.3 The terms of any insurance or the amount of insurance cover shall not relieve the Contractor of any liabilities arising under the Contract. F3.4 The Contractor shall, on request, provide the Contracting Authority with copies of all insurance policies referred to in Clause F3.1 or a broker’s verification of insurance to demonstrate that the appropriate cover is in place, together with receipts or other evidence of payment of the latest premiums due under those policies. F3.5 If, for whatever reason, the Contractor fails to give effect to and maintain the insurances required by this Clause then the Contracting Authority may make
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alternative arrangements to protect its interests and may recover the costs of such arrangements from the Contractor. G DEFAULT, DISRUPTION AND TERMINATION G1 Termination on insolvency and change of control G1.1 The Contracting Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is a company and in respect of the Contractor: (a) a proposal is made for a voluntary arrangement within Part I of the Insolvency Act 1986 or of any other composition scheme or arrangement with, or assignment for the benefit of, its creditors; or (b) a shareholders’ meeting is convened for the purpose of considering a resolution that it be wound up or a resolution for its winding-up is passed (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation); or (c) a petition is presented for its winding up (which is not dismissed within 14 days of its service) or an application is made for the appointment of a provisional liquidator or a creditors’ meeting is convened pursuant to section 98 of the Insolvency Act 1986; or (d) a receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or (e) an application order is made either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given; or (f) it is or becomes insolvent within the meaning of section 123 of the Insolvency Act 1986; or (g) being a “small company” within the meaning of section 247(3) of the Companies Act 1985, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986; or (h) any event similar to those listed in G1.1(a)-(g) occurs under the Law of any other jurisdiction. G1.2 The Contracting Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is an individual and: (a) an application for an interim order is made pursuant to Sections 252-253 of the Insolvency Act 1986 or a proposal is made for any composition scheme or arrangement with, or assignment for the benefit of, the Contractor’s creditors; or (b) a petition is presented and not dismissed within 14 days or order made for the Contractor’s bankruptcy; or (c) a receiver, or similar officer is appointed over the whole or any part of the Contractor’s assets or a person becomes entitled to appoint a receiver, or similar officer over the whole or any part of his assets; or (d) the Contractor is unable to pay his debts or has no reasonable prospect of doing so, in either case within the meaning of section 268 of the Insolvency Act 1986; or (e) a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued
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against, the whole or any part of the Contractor’s assets and such attachment or process is not discharged within 14 days; or (f) he dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Capacity Act 2005; or (g) he suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of his business. G1.3 The Contracting Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is a partnership and: (a) a proposal is made for a voluntary arrangement within Article 4 of the Insolvent Partnerships Order 1994 or a proposal is made for any other composition, scheme or arrangement with, or assignment for the benefit of, its creditors; or (b) it is for any reason dissolved; or (c) a petition is presented for its winding up or for the making of any administration order, or an application is made for the appointment of a provisional liquidator; or (d) a receiver, or similar officer is appointed over the whole or any part of its assets; or (e) the partnership is deemed unable to pay its debts within the meaning of section 222 or 223 of the Insolvency Act 1986 as applied and modified by the Insolvent Partnerships Order 1994; or (f) any of the following occurs in relation to any of its partners: (i) an application for an interim order is made pursuant to Section 252-253 of the Insolvency Act 1986 or a proposal is made for any composition scheme or arrangement with, or assignment for the benefit of, his creditors; or (ii) a petition is presented for his bankruptcy; or (iii) a receiver, or similar officer is appointed over the whole or any part of his assets. G1.4 The Contracting Authority may terminate the Contract with immediate effect by notice in writing where the Contractor is a limited liability partnership and: (a) a proposal is made for a voluntary arrangement within Part I of the Insolvency Act 1986 or a proposal is made for any other composition, scheme or arrangement with, or assignment for the benefit of, its creditors; or (b) it is for any reason dissolved; or (c) an application is made either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given within Part II of the Insolvency Act 1986; or (d) any step is taken with a view to it being determined that it be wound up (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation) within Part IV of the Insolvency Act 1986; or (e) a petition is presented for its winding up (which is not dismissed within 14 days or its service) or an application is made for the appointment of a provisional liquidator within Part IV of the Insolvency Act 1986; or
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(f) a receiver, or similar officer is appointed over the whole of any part of its assets; or (g) it is or becomes unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or (h) a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986. G1.5 References to the Insolvency Act 1986 in Clause G1.3(a) shall be construed as being references to that Act as applied under the Limited Liability Partnerships Act 2000 subordinate legislation. G1.6 The Contractor shall notify the Contracting Authority immediately if the Contractor undergoes a change of control within the meaning of section 416 of the Income and Corporation Taxes Act 1988 (“Change of Control”). The Contracting Authority may terminate the Contract by notice in writing with immediate effect within six Months of: (a) being notified that a Change of Control has occurred; or (b) where no notification has been made, the date that the Contracting Authority becomes aware of the Change of Control, but shall not be permitted to terminate where an Approval was granted prior to the Change of Control. G2 Termination on Default G2.1 The Contracting Authority may terminate the Contract, or terminate a provision of any part of the Contract by written notice to the Contractor with immediate effect if the Contractor commits a Default and: (a) has not remedied the Default to the satisfaction of the Contracting Authority within 25 Working Days or such other period as may be agreed between the Parties, after issue of a written notice specifying the Default and requesting it to be remedied; or (b) the Default is not, in the opinion of the Contracting Authority, capable of remedy; or (c) the Default is a material breach of the Contract. G2.2 In the event that through any Default of the Contractor, data transmitted or processed in connection with the Contract is either lost or sufficiently degraded as to be unusable, the Contractor shall be liable for the cost of reconstitution of that data and shall reimburse the Contracting Authority in respect of any charge levied for its transmission and any other costs charged in connection with such Default in accordance with Clause D1. G2.3 The Contracting Authority may terminate the Contract, or terminate a provision of any part of the Contract by written notice to the Contractor with immediate effect if there has been a Consistent Failure. G3 Break G3.1 The Contracting Authority shall have the right to terminate the Contract or to terminate a provision of any part of the Contract at any time by giving 3 Months’ written notice to the Contractor. The Contracting Authority may extend this period of notice at any time before it expires subject to agreement on the level of performance to be provided by the Contractor during the period of extension.
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G4 Consequences of Expiry or Termination G4.1 Where the Contracting Authority terminates the Contract under Clause G2 (Termination on Default) and the Contracting Authority and/or Other Customers then make other arrangements for the supply of Goods or Services, the Contracting Authority may recover from the Contractor the cost reasonably incurred of making those other arrangements and any additional expenditure incurred by the Contracting Authority and/or the Other Customers throughout the remainder of the Contract Period. The Contracting Authority shall, and shall procure that the Other Customers shall, take all reasonable steps to mitigate such additional expenditure. Where the Contract is terminated under Clause G2 (Termination on Default), no further payments shall be payable by the Contracting Authority and/or Other Customers to the Contractor (for Goods or Services supplied by the Contractor prior to termination and in accordance with the Contract but where the payment has yet to be made by the Contracting Authority and/or Other Customers), until the Contracting Authority and/or Other Customers have established the final cost of making the other arrangements envisaged under this Clause. G4.2 Subject to Clause F1, where the Contracting Authority terminates the Contract under Clause G3 (Break), the Contracting Authority shall indemnify the Contractor against any commitments, liabilities or expenditure which represent an unavoidable direct loss to the Contractor by reason of the termination of the Contract, provided that the Contractor takes all reasonable steps to mitigate such loss. Where the Contractor holds insurance, the Contracting Authority shall only indemnify the Contractor for those unavoidable direct costs that are not covered by the insurance available. The Contractor shall submit a fully itemised and costed list of unavoidable direct loss which it is seeking to recover from the Contracting Authority, with supporting evidence, of losses reasonably and actually incurred by the Contractor as a result of termination under Clause G3 (Break). G4.3 The Contracting Authority shall not be liable under Clause G4.2 to pay any sum which: (a) was claimable under insurance held by the Contractor, and the Contractor has failed to make a claim on its insurance, or has failed to make a claim in accordance with the procedural requirements of the insurance policy; (b) when added to any sums paid or due to the Contractor under the Contract, exceeds the total sum that would have been payable to the Contractor if the Contract had not been terminated prior to the expiry of the Contract Period; or (c) is a claim by the Contractor for loss of profit, due to early termination of the Contract. G4.4 Save as otherwise expressly provided in the Contract: (a) termination or expiry of the Contract shall be without prejudice to any rights, remedies or obligations accrued under the Contract prior to termination or expiration and nothing in the Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and (b) termination of the Contract shall not affect the continuing rights, remedies or obligations of the Contracting Authority or the Contractor under Clauses B2 (Payment Terms and VAT), B3 (Recovery of Sums Due), C1 (Prevention of Corruption), D2(Data Protection Act), D3 (Official Secrets Acts 1911 to 1989, Section 182 of the Finance Act 1989, Section 18 and Section 19 Commissioners for Revenue and Customs Act 2005), D4 (Confidential
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Information), D5 (Freedom of Information), D8 (Intellectual Property Rights), L3 (Audit and National Audit Office), E5 Remedies Cumulative), F1 (Liability, Indemnity and Insurance), G4 (Consequences of Expiry or Termination), G6 (Recovery upon Termination) and H1 (Governing Law and Jurisdiction). G4.5 The Contractor shall comply with its obligations in Schedule J (Exit Management) on termination or expiry of this Contract. G5 Disruption G5.1 The Contractor shall take reasonable care to ensure that in the performance of its obligations under the Contract it does not disrupt the operations of the Customers, the Customer’s employees or any other contractor employed by the Customer. G5.2 The Contractor shall immediately inform the Contracting Authority of any actual or potential industrial action, whether such action is by its own employees or others, which affects or might affect its ability at any time to perform its obligations under the Contract. G5.3 In the event of industrial action by the Staff, the Contractor shall seek Approval to its proposals to continue to perform its obligations under the Contract. G5.4 If the Contractor’s proposals referred to in Clause G5.3 are considered insufficient or unacceptable by the Contracting Authority acting reasonably, then the Contract may be terminated with immediate effect by the Contracting Authority by notice in writing. G6 Recovery upon Termination G6.1 At the end of the Contract Period (howsoever arising) the Contractor shall immediately deliver to the relevant Customer upon request all Property (including all materials, documents, Information and access keys) used in the performance of its obligations under the Contract that are in its possession or under its Control or in the possession or under the Control of any permitted contractors or sub-contractors and in the event the Contractor fails to do so, the relevant Customer may recover immediate possession thereof and the Contractor hereby grants a licence to the relevant Customer or its appointed agents to enter (for the purposes of such recovery) any Premises of the Contractor where any such items may be held. G6.2 At the end of the Contract Period (howsoever arising) and/or after the Contract Period the Contractor shall provide such assistance to the Customers and the Replacement Contractor as the Customers may reasonably require in order to ensure an effective handover of all work in progress at the material time. Where the end of the Contract Period arises due to the Contractor’s Default, the Contractor shall provide such assistance free of charge otherwise the Contracting Authority shall pay the Contractor’s reasonable costs of providing such assistance provided that the Contractor shall take all reasonable steps to mitigate such costs. H DISPUTES AND LAW H1 Governing Law and Jurisdiction H1.1 Subject to the provisions of Clause H2, the Contracting Authority and the Contractor accept the exclusive jurisdiction of the English courts and agree that the Contract and all non-Contractual obligations and other matters arising from or connected with the Contract are to be governed and construed according to English Law.
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H2 Dispute Resolution H2.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Contract within 20 Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute to the finance director (or equivalent) of each Party. H2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act. H2.3 If the dispute cannot be resolved by the Parties pursuant to Clause H2.1 the Parties shall refer it to mediation pursuant to the procedure set out in Clause H2.5 unless (a) the Contracting Authority considers that the dispute is not suitable for resolution by mediation; or (b) the Contractor does not agree to mediation. H2.4 The obligations of the Parties under the Contract shall not cease, or be suspended or delayed by the reference of a dispute to mediation and the Contractor and the Staff shall comply fully with the requirements of the Contract at all times during the Contract Period. H2.5 The procedure for mediation and consequential provisions relating to mediation are as follows: (a) a neutral adviser or mediator (the “Mediator”) shall be chosen by agreement between the Parties or, if they are unable to agree upon a Mediator within10 Working Days after a request by one Party to the other or, if the Mediator agreed upon is unable or unwilling to act, either Party shall within 10 Working Days from the date of the proposal to appoint a Mediator or within 10 Working Days’ notice to either Party that the Mediator is unable or unwilling to act, apply to the Centre for Effective Dispute Resolution (“CEDR”) or other mediation provider to appoint a Mediator. (b) The Parties shall within 10 Working Days of the appointment of the Mediator meet with him in order to agree a programme for the exchange of all relevant Information and the structure to be adopted for negotiations to be held. If considered appropriate, the Parties may at any stage seek assistance from the CEDR or other mediation provider to provide guidance on a suitable procedure. (c) Unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the Parties in any future proceedings. (d) If the Parties reach agreement on the resolution of the dispute, the agreement shall be recorded in writing and shall be binding on the Parties once it is signed by their duly authorised representatives. (e) Failing agreement, either of the Parties may invite the Mediator to provide a non-binding but informative written opinion. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to the Contract without the prior written consent of both Parties. (f) If the Parties fail to reach agreement in the structured negotiations within 60 Working Days of the Mediator being appointed, or such longer period as may be agreed by the Parties, then any dispute or difference between them may be referred to arbitration pursuant to Clause H2.6.
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H2.6 If a dispute cannot be resolved by the Parties pursuant to Clause H2.5 the Parties shall refer it to arbitration pursuant to the procedure set out in Clause ((a)) unless the Contracting Authority considers that it is not suitable for resolution by arbitration. (a) If a dispute is referred to arbitration the Parties shall comply with the following provisions: (i) the arbitration shall be governed by the provisions of the Arbitration Act 1996 and the LCIA procedural rules shall be applied and are deemed to be incorporated into this Contract (save that in the event of any conflict between those rules and this Contract, this Contract shall prevail); (ii) the decision of the arbitrator shall be binding on the Parties (in the absence of any material failure by the arbitrator to comply with the LCIA procedural rules); (iii) the tribunal shall consist of a sole arbitrator to be agreed by the Parties and in the event that the Parties fail to agree the appointment of the arbitrator within 10 Working Days or, if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; and the arbitration proceedings shall take place in London. H 3 Legislative Change H3.1 The Contractor shall neither be relieved of its obligations under this Contract nor be entitled to an increase in the Contract Price as the result of: (a) a General Change in Law; or (b) a Specific Change in Law where the effect of that Specific Change in Law on the Goods and Services is known at the Commencement Date. H3.2 If a Specific Change in Law occurs or will occur during the Contract Period (other than those referred to in Clause H3.1(b), the Contractor shall notify the Contracting Authority of the likely effects of that change, including whether any change is required to the Goods and Services (or Ordered Goods and Services, as appropriate), the Contract Price or this Contract. H3.3 As soon as practicable after any notification in accordance with Clause H3.2 the Parties shall discuss the matters referred to in that Clause and any ways in which the Contractor can mitigate the effect of the Specific Change of Law, including: (a) providing evidence that the Contractor has minimised any increase in costs or maximised any reduction in costs, including in respect of the costs of its sub- contractors; (b) demonstrating that a foreseeable Specific Change in Law had been taken into account by the Contractor before it occurred; (c) giving evidence as to how the Specific Change in Law has affected the cost of providing the Goods and Services (or Ordered Goods and Services, as appropriate). H3.4 Any increase in the Contract Price or relief from the Contractor's obligations agreed by the Contracting Authority pursuant to Clause H3.3 shall be implemented in accordance with Clause E3.1 (Variation).
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I SUPPLY OF SERVICES I1 The Services I1.1 The Contractor shall supply the Services during the Contract Period in accordance with the Contracting Authority’s requirements as set out in the Specification, any specific requirements in the Order and in the extracts from the Service Level Agreements and Customer Access Agreements, and the provisions of the Contract in consideration of the payment of the Charges. The Contracting Authority may inspect and examine the manner in which the Contractor supplies the Services at the Premises during normal business hours on reasonable notice. I1.2 If the Contracting Authority informs the Contractor in writing that the Contracting Authority reasonably believes that any part of the Services does not meet the requirements of the Contract or differs in any way from those requirements, and this is other than as a result of a Default by the Contracting Authority, the Contractor shall at its own expense re-schedule and carry out the Services in accordance with the requirements of the Contract within such reasonable time as may be specified by the Contracting Authority. I1.3 Subject to the Contracting Authority providing written consent, in accordance with Clause I5 (Provision and Removal of Equipment), timely supply of the Services shall be of the essence of the Contract, including in relation to commencing the supply of the Services within the time agreed or on a specified date. I2 Manner of Carrying Out the Services I2.1 The Contractor shall at all times comply with the Quality Standards, and where applicable shall maintain accreditation with the relevant Quality Standards authorisation body. To the extent that the standard of Services has not been specified in the Contract, the Contractor shall agree the relevant standard of the Services with the Contracting Authority prior to the supply of the Services and, in any event, the Contractor shall perform its obligations under the Contract in accordance with the Law and Good Industry Practice. I2.2 The Contractor shall ensure that all Staff supplying the Services shall do so with all due skill, care and diligence and shall possess such qualifications, skills and experience as are necessary for the proper supply of the Services. I3 Remedies in the event of inadequate performance I3.1 Where a complaint is received about the standard of Services or about the manner in which any Services have been supplied or work has been performed or about the materials or procedures used or about any other matter connected with the performance of the Contractor’s obligations under the Contract, then the Contracting Authority shall notify the Contractor, and where considered appropriate by the Contracting Authority, investigate the complaint. The Contracting Authority may, in its sole discretion, uphold the complaint and take further action in accordance with Clause G2 (Termination on Default) of the Contract. I3.2 In the event that the Contracting Authority is of the reasonable opinion that there has been a material breach of the Contract by the Contractor, then the Contracting Authority may, without prejudice to its rights under Clause G2 (Termination on Default), do any of the following: (a) without terminating the Contract, itself supply or procure the supply of all or part of the Services until such time as the Contractor shall have demonstrated to the reasonable satisfaction of the Contracting Authority that the Contractor will
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once more be able to supply all or such part of the Services in accordance with the Contract; (b) without terminating the whole of the Contract, terminate the Contract in respect of part of the Services only (whereupon a corresponding reduction in the Contract Price shall be made) and thereafter itself supply or procure a third Party to supply such part of the Services; and/or (c) terminate, in accordance with Clause G2 (Termination on Default), the whole of the Contract. I3.3 Without prejudice to its right under Clause B3 (Recovery of Sums Due), the Contracting Authority may charge the Contractor for any costs reasonably incurred and any reasonable administration costs in respect of the supply of any part of the Services by the Contracting Authority or a third party to the extent that such costs exceed the payment which would otherwise have been payable to the Contractor for such part of the Services and provided that the Contracting Authority uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Services. I3.4 If the Contractor fails to supply any of the Services in accordance with the provisions of the Contract and such failure is capable of remedy, then the Contracting Authority shall instruct the Contractor to remedy the failure and the Contractor shall at its own cost and expense remedy such failure (and any damage resulting from such failure) within 10 Working Days or such other period of time as the Contracting Authority may direct. I3.5 In the event that: (a) the Contractor fails to comply with Clause I3.4 above and the failure is materially adverse to the interests of a Customer or prevents a Customer from discharging a statutory duty; or (b) the Contractor persistently fails to comply with Clause I3.4 above, the Contracting Authority may terminate the Contract with immediate effect by notice in writing. I4 Provision and Removal of Equipment I4.1 The Contractor shall provide all the Equipment necessary for the supply of the Services. I4.2 The Contractor shall not deliver any Equipment nor begin any work on the Premises without obtaining prior written approval from the relevant Customer. I4.3 All Equipment brought onto the Premises shall be at the Contractor’s own risk and the Contracting Authority shall have no liability for any loss of or damage to any Equipment unless the Contractor is able to demonstrate that such loss or damage was caused or contributed to by the Customer’s acts or omissions. The Contractor shall provide for the haulage or carriage thereof to the Premises and the removal of Equipment when no longer required at the Contractor’s sole cost. Unless otherwise agreed, Equipment brought onto the Premises will remain the Property of the Contractor. I4.4 The Contractor shall maintain all items of Equipment within the Premises in a safe, serviceable and clean condition.
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I4.5 The Contractor shall, at the relevant Customer’s written request, at its own expense and as soon as reasonably practicable: (a) remove from the Premises any Equipment which in the reasonable opinion of the relevant Customer is either hazardous, noxious or not in accordance with the Contract; and (b) replace such item with a suitable substitute item of Equipment. I4.6 On completion of the Services the Contractor shall remove the Equipment together with any other materials used by the Contractor to supply the Services and shall leave the Premises in a clean, safe and tidy condition. The Contractor is solely responsible for making good any damage to the Premises or any objects contained thereon, other than fair wear and tear, which is caused by the Contractor or any Staff. I5 Offers of Employment I5.1 For the duration of the Contract Period and for a period of 12 Months thereafter neither the Contracting Authority nor the Contractor shall employ or offer employment to any of the other Party’s Staff who have been associated with the procurement and/or the contract management of the Services without that other Party’s prior written consent. I6 TUPE I6.1 In this Clause I6 (except where context otherwise requires) the following words and expressions will have the following meanings: “Disclosure Letter” means the disclosure letter communicated between the Parties. “Service Provider” means whosoever will provide the Services after the Transfer Date. “Subsequent Transfer Date” means the date from which the Replacement Contractor will provide the Services. “Subsequent Transferring Employees” means all those Staff wholly and/or mainly engaged in providing Services to Customers the Services immediately before the Subsequent Transfer save for those who object to their transfer pursuant to Regulation 4(7) of TUPE. “Transferring Employees” means all those employees of the Outgoing Contractor wholly and/or mainly engaged in providing services to Customers which are similar to any of the Services immediately before the Transfer Date save for those who object to their transfer pursuant to Regulation 4(7) of TUPE. “TUPE” means the Transfer of Undertakings (Protection of Employment) Regulations 2006. I6.2 The Parties hereby acknowledge that, pursuant to TUPE, there will be a Relevant Transfer on the Transfer Date and the contracts of employment for the Transferring Employees made between the Outgoing Contractor and the Transferring employees, together with the collective agreements listed in the Disclosure Letter (save insofar as such contracts and such agreements relate to benefits pertaining to age, invalidity, or survivors under any occupational pension scheme), will take effect as if originally made between the Service Provider and the Transferring Employees (or the relevant trades union as the case may be). I6.3 The Contracting Authority shall procure that relevant Other Customers who are receiving services from the Outgoing Contractor which are substantially similar to any
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of the Services prior to the Transfer Date and are receiving the Services after the Transfer Date shall, indemnify and keep indemnified and hold the Contractor harmless from and against all reasonable costs (including reasonable legal costs) losses and expenses and all damages, compensation, fines and liabilities arising out of or in connection with: (a) any claim or demand by any Transferring Employee (whether in contract, tort, under statute, pursuant to European Law or otherwise) including, without limitation, any claim for unfair dismissal, wrongful dismissal, a redundancy payment, breach of contract, unlawful deduction from wages, discrimination on the grounds of sex, race, age, disability, sexual orientation, religion or religious belief, a protective award or a claim or demand of any other nature in each case arising directly of indirectly from any act, fault or omission of the relevant Other Customer or Outgoing Contractor in respect of any Transferring Employee on or before the Transfer Date; (b) any failure by the relevant Other Customer or Outgoing Contractor to comply with their obligations under Regulations 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 Transferee to comply with its duties under Regulation 13 of TUPE; (c) any claim (including any individual employee entitlement under or consequent on such a claim) by any trade union, body, or person representing any Transferring Employees arising from or connected with any failure by the relevant Other Customer or Outgoing Contractor to comply with any legal obligation to such trade union, body or person. I6.4 The Contractor shall indemnify the Contracting Authority and/or Other Customer (for both itself and the Outgoing Contractor) against all reasonable costs (including reasonable legal costs) losses and expenses and all damages, compensation, fines and liabilities arising out of or in connection with: (a) any claim or demand by any Transferring Employee (whether in contract, tort, under statute, pursuant to European Law or otherwise) including, without limitation, any claim for unfair dismissal, wrongful dismissal, a redundancy payment, breach of contract, unlawful deduction from wages, discrimination on the grounds of sex, race, age, disability, sexual orientation, religion or religious belief, a protective award or a claim or demand of any other nature, in each case arising directly or indirectly from any act, fault, or omission of the Contractor or any sub-contractor in respect of any Transferring Employee on or after the Transfer Date; (b) any failure by the Contractor or any sub-contractor to comply with its obligations under Regulation 13 of TUPE; (c) any claim (including any individual entitlement of a Transferring Employee under or consequent on such claim) by any trades union or other body or person representing the Transferring Employee arising from or connected with any failure by the Contractor or any sub-contractor to comply with any legal obligation to such trade union, body or person; (d) any change or proposed change in the terms and conditions of employment or working conditions of the Transferring Employees on or after the Transfer Date, or to the terms and conditions of employment or working conditions of any person who would have been a Transferring Employee but for their resignation
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or decision to treat their employment as terminated under Regulation 4(9) TUPE on or before the Transfer Date as a result of any such changes. I6.5 The Contracting Authority shall procure that relevant Other Customers who are receiving services from the Outgoing Contractor which are substantially similar to any of the Services prior to the Transfer Date and are receiving the Services after the Transfer Date shall be responsible for all emoluments and outgoings in respect of the Transferring Employees (including, without limitation, all wages, bonuses, commission, premiums, subscriptions, PAYE and national insurance contributions and pension contributions) which are attributable in whole or in part to the period up to and including the Transfer Date (including bonuses or commission which are payable after the Transfer Date but attributable in whole or in part to the period on or before the Transfer Date), and will procure that the relevant Other Customer will indemnify/keep indemnified and hold the Contractor (both for itself and any sub- contractor ) harmless from and against all reasonable costs (including reasonable legal costs) losses and expenses and all damages, compensation, fines and liabilities which the Contractor or any sub-contractor may incur in respect of the same. I6.6 The Service Provider shall be responsible for all emoluments and outgoings in respect of the Transferring Employees (including, without limitation, all wages, bonuses, commission, premiums, subscriptions, PAYE and national insurance contributions and pension contributions) which are attributable in whole or in part to the period after the Transfer Date (including any bonuses, commission, premiums, subscriptions and any other prepayments which are payable before the Transfer Date but which are attributable in whole or in part to the period after the Transfer Date and the Contractor will indemnify/keep indemnified and hold the Contracting Authority and/or relevant Other Customer (both for itself and the any Outgoing Contractor) harmless from and against all reasonable costs (including reasonable legal costs) losses and expenses and all damages, compensation, fines and liabilities which the Contracting Authority and/or relevant Other Customer may incur as a result of the same. I6.7 The Contract envisages that, subsequent to the commencement of the provision of the Services by the Contractor, the identity of the provider of the Services to Customers may change (whether as a result of termination or expiry of this Contract, or part, or otherwise) resulting in Services identical or substantially similar to the Services (or any part thereof) being undertaken by a Customer or a Replacement Contractor in substitution Such change in the identity of the Contractor of such Services shall be a "Subsequent Transfer". The parties acknowledge that a Subsequent Transfer will be a Relevant Transfer within the meaning of TUPE and in such event, the Customer, or a Replacement Contractor, would inherit liabilities in respect of the Transferring Employees. I6.8 In the event of a Subsequent Transfer, the Contractor shall indemnify the Contracting Authority and relevant Other Customer against all reasonable costs (including reasonable legal costs) losses and expenses and all damages, compensation, fines and liabilities arising out of or in connection with: (a) any claim or claims by Subsequent Transferring Employees or by the Replacement Contractor or any sub-contractor of the Replacement Contractor at any time on or after the Subsequent Transfer Date which arise as a result of an act or omission of the Contractor or its sub-contractor during the period from and including the Relevant Transfer Date and prior to the Subsequent Transfer Date;
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(b) any claim by any employee or trade union representative or employee representative arising whether before or after the Subsequent Transfer Date out of any failure by the Contractor or its sub-contractor to comply with their obligations under Regulation 13 of TUPE in relation to any Subsequent Transferring Employee or any other employee engaged wholly or mainly in connection with the Services by the Contractor or its sub-contractor. I6.9 In the event that there is a Subsequent Relevant Transfer, the Contracting Authority shall indemnify the Service Provider against all reasonable costs (including reasonable legal costs) losses and expenses and all damages, compensation, fines and liabilities arising out of, or in connection with: (a) the employment or the termination of the employment of each of the Subsequent Transferring Employees by the Replacement Contractor or any sub-contractor of the Replacement Contractor at any time on or after the Subsequent Transfer Date which arise as a result of an act or omission of the Replacement Contractor or any sub-contractor of the Replacement Contractor during the period from and including the Subsequent Transfer Date; and (b) any claim by any employee or trade union representative or employee representative arising whether before or after the Subsequent Transfer Date out of any failure by the Replacement Contractor or any sub-contractor of the Replacement Contractor to comply with their obligations under Regulation 13 of TUPE in relation to any Subsequent Transferring Employee or any other employee engaged wholly or mainly in connection with the Services by the Replacement Contractor or any sub-contractor of the Replacement Contractor. I6.10 Not later than 12 Months prior to the end of the Contract Period or if earlier within 28 days of notice being given of termination or partial termination of the Contract or a Service Level Agreement or Customer Access Agreement (or any other reasonable time indicated by the Contracting Authority), the Contractor, shall fully and accurately disclose to the Contracting Authority and any relevant Other Customer notified to the Contractor by the Contracting Authority, at no cost to the Contracting Authority or Other Customer, all Information that the Contracting Authority may reasonably request in relation to the Staff including the following: (a) the total number of Staff who are currently wholly and/or mainly engaged in the Services ; (b) the age, gender, salary or other remuneration, future pay settlements and redundancy and pensions entitlements of the Staff referred to in Clause I6.10(a); (c) the terms and conditions of employment/engagement of the Staff referred to in Clause I6.10(a), their job titles and qualifications; (d) 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; (e) a list of agency workers, agents and independent contractors engaged by the Contractor and any sub-contractor; (f) details of any employees who may be regarded as a key employee in the context of the maintenance of the Services; and
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(g) details of all 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. I6.11 Nothing in Clause I6.10 shall affect the Contractor's obligations in respect of the DPA and the Contractor shall use its best endeavours to obtain the consent of its employees (or use its best endeavours to procure that its sub-Contractors obtain the consent of their employees) to the extent necessary under the DPA or provide the data in an anonymous form in order to enable disclosure of the information required under Clause I6.10. To the extent anonymous data has been provided by the Contractor to the Contracting Authority, an Other Customer or any Replacement Contractor pursuant to the Contractor’s obligations under Clause I6.10 above the Contractor shall provide full data to the Contracting Authority, the Other Customer or the Replacement Contractor no later than 14 days prior to the subsequent Relevant Transfer. I6.12 At intervals to be stipulated by the Contracting Authority (which shall not be more frequent than every 30 days) and immediately prior to the end of the Contract Period the Contractor shall deliver to the Contracting Authority, and any relevant Other Customer notified to the Contractor by the Contracting Authority, a complete update of all such Information disclosed pursuant to Clause I6.10. I6.13 At the time of providing the Information disclosed pursuant to Clauses I6.10 and I6.11, the Contractor shall warrant the completeness and accuracy of all such Information and the Contracting Authority may assign the benefit of this warranty to any Replacement Contractor. I6.14 The Customer may use the Information it receives from the Contractor pursuant to Clause I6.10 and I6.11 for the purposes of TUPE and/or any re-tendering process in order to ensure an effective handover of all work in progress at the end of the Contract Period, and the Contractor shall permit the Customer to use the Information to inform any prospective Replacement Contractor. The Contractor shall provide the Customer and/or Replacement Contractor with such assistance as it shall reasonably request and shall allow the Customer and/or Replacement Contractor to communicate and meet with the Staff and/or their representatives. I6.15 If the Contractor becomes aware that any Information it has provided pursuant to Clause I6.10 and/or I6.11 has become untrue, inaccurate or misleading, it shall notify the Contracting Authority immediately and provide the Contracting Authority with up to date Information as soon as reasonably practicable. I6.16 The preceding Clause I6.14 applies during the Contract Period and indefinitely thereafter. I6.17 The Contractor undertakes to the Contracting Authority that during the 12 Months prior to the end of the Contract Period or, if earlier, at time after notice has been served to terminate the Contract and in respect of that part of the Services which will be ceased to be provided by the Contractor at the Subsequent Transfer Date, the Contractor shall not and shall procure that any sub-contractor shall not without the prior consent of the Contracting Authority (such consent not to be unreasonably withheld or delayed): (a) 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 Contractor and the Staff in the normal
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course of business, and where any such amendment or variation is not in any way related to the transfer of the Services); (b) terminate or give notice to terminate the employment or engagement of any Staff (other than in circumstances in which the termination is for reasons of misconduct or lack of capability); (c) 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: (i) was planned as part of the individual's career development; (ii) takes place in the normal course of business; and (iii) will not have any adverse impact upon the delivery of the Services by the Contractor (provided any such transfer, removal, reduction or variation is not in anyway related to the transfer of the Services); (d) 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. J SUPPLY OF GOODS J1 The Goods J1.2 If requested by the Contracting Authority, the Contractor shall provide the Contracting Authority with samples of Goods for evaluation and Approval, at the Contractor’s cost and expense. J2 Contract Performance J2.1 The Contractor shall perform its obligations under the Contract: (a) with appropriately experienced, qualified and trained personnel with all due skill, care and diligence; (b) in accordance with Good Industry Practice; and (c) in compliance with all applicable Laws. J2.2 The Contractor shall ensure that: (a) the Goods conform in all respects with the Specification and, where applicable, with any sample approved by the Contracting Authority; (b) the Goods operate in accordance with the relevant technical Specifications and correspond with the requirements of the Specification and any particulars specified in the Contract; (c) the Goods conform in all respects with all applicable Laws; and (d) the Goods are free from defects in design, materials and workmanship and are fit and sufficient for all the purposes for which such Goods are ordinarily used and for any particular purpose made known to the Contractor by the Contracting Authority. J3 Delivery J3.1 The Contractor shall deliver the Goods at the time(s) and date(s) specified in the Order. J3.2 Unless otherwise stated in the Order where the Goods are delivered by the Contractor, the point of delivery shall be when the Goods are removed from the
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transporting vehicle at the Premises. Where the Goods are collected by the Customer, the point of delivery shall be when the Goods are loaded on the Customer’s vehicle. J3.3 Except where otherwise provided in the Contract, delivery shall include the unloading or stacking of the Goods by the Staff or the Contractor’s contractors or carriers at such place as the Customers or duly authorised person shall reasonably direct. J3.4 The Customers shall be under no obligation to accept or pay for any Goods delivered in excess of the quantity ordered. If the Customer elects not to accept such over- delivered Goods it shall give notice in writing to the Contractor to remove them within 5 Working Days and to refund to the Customer any expenses incurred by it as a result of such over-delivery (including but not limited to the costs of moving and storing the Goods), failing which the Customer may dispose of such Goods and charge the Contractor for the costs of such disposal. The risk in any over-delivered Goods shall remain with the Contractor unless they are accepted by the Customer. J3.5 The Customer shall be under no obligation to accept or pay for any Goods supplied earlier than the date for delivery stated in the Order. J3.6 Unless expressly agreed to the contrary, the Customer shall not be obliged to accept delivery by instalments. If, however, the Customer does specify or agree to delivery by instalments, delivery of any instalment later than the date specified or agreed for its delivery shall, without prejudice to any other rights or remedies of the Contracting Authority or the Customer, entitle the Customer to terminate the whole of any unfulfilled part of the Order without further liability to the Customer or the Contracting Authority. J4 Ownership and Risk J4.1 Subject to Clause J4.2, risk in the Goods shall, without prejudice to any other rights or remedies of the Customer (including the Customer’s rights and remedies under Clause J6 (Inspection, Rejection and Guarantee)), pass to the Customer at the time of delivery. J4.2 Ownership in the Goods shall, without prejudice to any other rights or remedies of the Customer (including the Customer’s rights and remedies under Clause J6 (Inspection, Rejection and Guarantee)), pass to the Customer at the time of delivery (or payment, if earlier). J5 Non-Delivery J5.1 On dispatch of any consignment of the Goods the Contractor shall send the relevant Customer an advice note specifying the means of transport, the place and date of dispatch, the number of packages and their weight and volume. Where the Goods, having been placed in transit, fail to be delivered to the relevant Customer on the due date for delivery, the relevant Customer shall, (provided that the relevant Customer has been advised in writing of the dispatch of the Goods), within 10 Working Days of the notified date of delivery, give notice to the Contractor that the Goods have not been delivered and may request the Contractor free of charge to deliver substitute Goods within the timescales specified by the Customer or terminate the Order in accordance with Clause J3.4 (Delivery). J6 Inspection, Rejection and Guarantee J6.1 The Contracting Authority or its authorised representatives may inspect or test the Goods either complete or in the process of manufacture during normal business hours on reasonable notice at the Contractor’s Premises and the Contractor shall
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provide all reasonable assistance in relation to any such inspection or test free of charge. No failure to make a complaint at the time of any such inspection or test and no approval given during or after such inspection or test shall constitute a waiver by the Customer of any rights or remedies in respect of the Goods and the Customer reserves the right to reject the Goods in accordance with Clause J6.2. J6.2 The Customer may by written notice to the Contractor reject any of the Goods which fail to conform to the sample Approved by the Contracting Authority or fail to meet the Specification. Such notice shall be given within a reasonable time after delivery to the Customer of such Goods. If the Customer rejects any of the Goods pursuant to this Clause the Customer may (without prejudice to other rights and remedies) either: (a) have such Goods promptly, and in any event within 5 Working Days, either repaired by the Contractor or replaced by the Contractor with Goods which conform in all respects with the approved sample or with the Specification and due delivery shall not be deemed to have taken place until such repair or replacement has occurred; or (b) treat the Order as terminated and obtain a refund from the Contractor in respect of the Goods concerned together with payment of any additional expenditure reasonably incurred by the Customer in obtaining other Goods in replacement provided that the Customer uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Goods. For the avoidance of doubt, the Customer will be deemed to have accepted the Goods if it expressly states the same in writing or fails to reject the Goods in accordance with this Clause J6.2. J6.3 The issue by the Customer of a receipt note for the Goods shall not constitute any acknowledgement of the condition, quantity or nature of those Goods, or the Customer's acceptance of them. J6.5 Any Goods rejected or returned by the Customer as described in Clause J6.2 shall be returned to the Contractor at the Contractor’s risk and expense. K ORDERING PROCEDURE K1.1 The Contractor shall perform all its obligations during the Contract Period: (a) in accordance with the terms and conditions of this Contract; and (b) in accordance with the requirements of the Orders made in accordance with the Ordering Procedure in Schedule D (Specific Responsibilities of the Parties). K1.2 If the Contracting Authority or any Other Customer decides to source the Goods and Services through this Contract then it will order its Goods and Services requirements in accordance with Schedule (Ordering Procedure). The Contracting Authority and the Contractor shall, and the Contracting Authority shall procure that Other Customers shall, comply with the relevant provisions in Schedule D (Specific Responsibilities of the Parties) in relation to the Ordering Procedure. K1.3 If, in the execution of the Contract, the Contractor needs to import materiel for which a licence is required, the responsibility for applying for the licence shall rest with the Contractor.
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L MANAGEMENT INFORMATION L1 Provision of Management Information L1.1 The Contractor shall, at no charge to the Contracting Authority, submit to the Contracting Authority complete and accurate Management Information in accordance with the provisions of Schedule E (Contract Management and Management Information), and which will include, and will not be limited to, information relating to Contract spend, Service Levels and SMEs in the Contract supply chain. L1.2 The Contracting Authority shall have the right to amend the Management Information which the Contractor is required to supply to the Contracting Authority. L2 Management Charge L2.1 In consideration of the Contracting Authority appointing the Contractor to this Contract and the management and administration by the Contracting Authority of the overall contract structure and associated documentation, the Contractor shall pay to the Contracting Authority the Management Charge. L2.2 The Contracting Authority shall submit an invoice to the Contractor in respect of the Management Charge due each Month based on the Management Information provided pursuant to Schedule D (Management Information Requirements). L2.3 The Contractor shall pay the amount stated in any invoice submitted under Clause L2.2 within twenty eight (28) Working Days of the date of issue of the invoice. L2.4 The Management Charge shall apply to the full Charges as specified in each and every Order and shall not be varied as a result of any reduction in the Charges due to the application of any service credits and/or any other deductions made under any Order. L2.5 The Management Charge shall be exclusive of VAT. The Contractor shall pay the VAT on the Management Charge at the rate and in the manner prescribed by Law from time to time. L2.6 Where any payment or sum of money due from the Contractor to the Contracting Authority under this Contract is not paid in full by the due date, interest on such outstanding sums shall be payable in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. L3 Records and Audit Access L3.1 The Contractor shall keep and maintain until six (6) Years after the date of termination or expiry (whichever is the earlier) of this Contract (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Contract including the Goods and Services, the Ordered Goods and Services provided under it, the Orders and the amounts paid by each Customer. L3.2 The Contractor shall keep the records and accounts referred to in Clause L3.1 above in accordance with Good Industry Practice. L3.3 The Contractor shall provide the Contracting Authority with a completed Self Audit Certificate in respect of each Contract Year of this Contract. The Self Audit Certificates shall be completed by the Contractor’s head or chief internal auditor or external auditor and shall be provided to the Contracting Authority no later than two (2) Months after the end of each Contract Year.
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L3.4 The Contractor shall afford the Contracting Authority (or relevant Other Customer), the Contracting Authority's representatives and/or the National Audit Office ("Auditors") access to records and accounts at the Contractor’s premises and/or provide copies of such records and accounts, as may be required by the Contracting Authority (or relevant Other Customer) from time to time, in order that the Contracting Authority (or relevant Customer) may carry out an inspection of: (a) Management Information; (b) Management Charge payments; and/or any levies payable by the Contractor, in order to verify the correct application of pricing methodologies, performance, security and integrity in connection therewith. Each such inspection of records and accounts shall be an “Audit”. L3.5 The Contractor shall provide such records and accounts (together with copies of the Contractor’s published accounts) on request during the Contract Period and for a period of six (6) years after expiry of the Contract Period to the Contracting Authority (or relevant Customer) and its internal and external auditors. L3.6 The Contracting Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Contractor or delay the provision of the Ordered Goods and Services pursuant to the Orders, save insofar as the Contractor accepts and acknowledges that control over the conduct of Audits carried out by the National Audit Office is outside of the control of the Contracting Authority. L3.7 Subject to the Contracting Authority's obligations of confidentiality, the Contractor shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including: (a) all information requested by the Auditor within the scope of the Audit; (b) reasonable access to any sites Controlled by the Contractor and to equipment used in the provision of the Goods and Services (and/or Ordered Goods and Services as appropriate); and (c) access to the Contractor Staff. L3.8 If an Audit reveals that the Contractor has underpaid an amount equal to or greater than one per cent (1%) of the Management Charge due then the Contractor shall reimburse the Contracting Authority its reasonable costs incurred in relation to the Audit. L3.9 If an Audit reveals: (a) that the Contractor has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due; (b) a material breach of this Contract; and/or (c) a Consistent Failure; the Contracting Authority shall (in addition to the right in Clause L3.8 be entitled to exercise its rights to terminate this Contract pursuant to Clause G32. L3.10 In all other circumstances, each Party shall bear its own respective costs and expenses incurred in respect of compliance with their obligations under this Clause L3.
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M FURTHER EFFICIENCIES, INCENTIVISATION, AND GAINSHARE M1.1 The Contractor shall plan, keep under review and implement a programme of innovation, efficiencies and improvement in respect of the Goods and Services provided under the Contract in accordance with Schedule H (Further Efficiencies, Incentivisation and Gainshare). M1.2 The Contractor shall ensure that all information it provides to the Contracting Authority in connection with a proposed innovation, efficiency or service improvement shall be reasonably sufficient for the Contracting Authority to decide whether that innovation, efficiency or improvement should be implemented in accordance with the procedure set out in Schedule H (Further Efficiencies, Incentivisation and Gainshare). M1.3 The Contracting Authority in its sole discretion may incorporate any improvement to the Contract identified by the Contractor by way of a Variation. N ASSISTANCE IN RELATED PROCUREMENTS AND ETHICAL WALL ARRANGEMENTS N1.1 In any case where a Customer wishes to procure goods and/or services ("New Goods and Services") in circumstances where the Contractor or an Affiliated company of the Contractor is already providing (or due to provide) Goods and Services ("Legacy Goods and Services") to that Customer which is related to or which interfaces with or is intended to interface with or be replaced by the New Goods and Services, the Contractor shall promptly provide the relevant Contracting Body and any supplier bidding for those New Goods and Services ("Relevant Supplier") with all reasonable information and assistance as may be required from time to time to: (a) carry out appropriate due diligence with respect to the New Goods and Services; (b) effect a smooth transfer and/or inter-operation (as the case may be) between the Legacy Goods and Services and the New Goods and Services; (c) enable the Customer to carry out a fair competitive procedure for the New Goods and Services; and (d) enable the Customer and Relevant Supplier to make a proper assessment as to the risk related to the New Goods and Services. N1.2 When performing its obligations in Clause N1 the Contractor shall act consistently, applying principles of equal treatment and non-discrimination, with regard to requests for assistance from and dealings with each Relevant Supplier. N1.3 If the Contractor wishes to be considered as a goods and service provider of New Services and Goods to a Customer where it (or any Affiliated company and/or sub- contractor) is already providing Legacy Goods and Services to that Customer, the Customer may require, as a pre-condition of involvement in the competition procedure for the procurement of the New Goods and Services (whether such involvement is as a Contractor, or as a subcontractor to a Contractor) that the Contractor shall (and shall ensure that its Affiliated companies and/or sub-contractors shall) establish and maintain an appropriate "Ethical Wall" arrangement approved by the Customer (such approval not to be unreasonably withheld or delayed) between the personnel who are involved in operational aspects of the Legacy Goods and Services and the personnel who are bidding for the New Goods and Services, or such other protection that in the Customer’s opinion is reasonable.
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O FURTHER ASSURANCES O1.1 Each Party undertakes at the request of the other, and at the cost of the requesting Party to do all acts and execute all documents which may be necessary to give effect to the meaning of this Contract.
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SCHEDULES
Schedule A - Specification of Requirements
Schedule B - Contractor's Solution
Schedule C - Pricing Document
Schedule D - Specific Responsibilities of the Parties
Schedule E - Contract Management and Management Information
Schedule F - Variation Procedure
Schedule G - Service Levels and KPIs
Schedule H - Further Efficiencies, Incentivisation, and Gainshare
Schedule I - Implementation Plan
Schedule J - Exit Management
Schedule K - Certificates and Additional Information
Schedule L - Security Plan Template
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SCHEDULE A – SPECIFICATION OF REQUIREMENTS
1. INTRODUCTION 1.1 This Schedule A is split into two parts: 1.1.1 Part 1 – General Requirements for Goods 1.1.2 Part 2 – Specific Requirements for Closed Loop Service 2. PART 1 – GENERAL REQUIREMENTS FOR GOODS 2.1 Part 1 outlines the general requirements which apply to Goods supplied through Product Grouping 1 and / or Product Grouping 2. 2.2 Part 1 commences on page 2. 3. PART 2 – SPECIFIC REQUIREMENTS FOR CLOSED LOOP SERVICE 3.1 Part 2 outlines the specific requirements which apply to the provision of a Closed Loop Service supplied through Product Grouping 1. 3.2 Part 2 commences on page 14. 3. ANNEXES 3.1 A number of annexes are included within this Schedule A (Specification of Requirements). 3.1.1 Annex A – Eligible Customers Lists the organisations eligible to access this Contract. Annex A commences on page 21. 3.1.2 Annex B – Government Catalogue List the Goods included within the Government Catalogue that will be required by Customers throughout the Contract Period. Annex B commences on page 53. 3.1.1 Annex C – Closed Loop Service Level Options Details the service level options relating to a Closed Loop Service. Annex C commences on page 54.
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PART 1 – GENERAL REQUIREMENTS FOR GOODS
CONTENTS
1. INTRODUCTION ...... 3 2. BACKGROUND ...... 3 3. CONTRACTING AUTHORITY ...... 3 4. THE CUSTOMER ...... 3 5. THE CORE REQUIREMENT ...... 3 6. QUALITY (MINIMUM STANDARDS) ...... 4 7. GOVERNMENT CATALOGUE ...... 6 8. RED ROUTE PROCESS ...... 8 9. VOLUMES ...... 8 10. ORDERING ...... 9 11. INVOICING AND PAYMENT ...... 9 12. DELIVERY ...... 9 13. CONTRACTOR PERSONNEL ...... 10 14. RETURNS ...... 10 15. PRICING ...... 11 16. ENVIRONMENTAL CONSIDERATIONS ...... 11 17. HEALTH AND SAFETY ...... 11 18. IMPLEMENTATION ...... 12 19. CONTRACT MANAGEMENT ...... 12 20. CUSTOMER LIAISON ...... 12 21. COMPLAINTS PROCEDURES ...... 12 22. KEY PERFORMANCE INDICATORS ...... 13 23. MANAGEMENT INFORMATION ...... 13
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1. INTRODUCTION 1.1 This Part 1 of Schedule A (Specification of Requirements) outlines the general requirements which apply to Goods supplied through Product Grouping 1 and / or Product Grouping 2. 2. BACKGROUND 2.1 The Contracting Authority is putting in place a Contract for the common commodity area of Office Supplies. For central government departments the use of this Contract for their Office Supplies requirements is now government policy and it is the intention of the Contracting Authority to closely manage compliance during the Contract Period. 2.2 There are a number of named wider public sector organisations who have confirmed their intention to use the Contract. These organisations are not covered by the government policy as outlined in paragraph 2.1, however they will be required to access and use the Contract in the same way as central government departments. 2.3 During the Contract Period, the Contractor will be working with the Contracting Authority to transition Customers on to the arrangement. It is central government‟s ambition for this Contract to migrate wherever possible the procuring of Goods and / or Services through the Government eMarketplace. 2.4 Whilst the intention will be to transition most of the Customers to the Contract within the first 12 months following award, there may be Customers who, due to the conditions of their current contracting arrangements, are unable to migrate within the first 12 months. The Contracting Authority will make available to the Contractor, information on these Customers, including an indication of when their current contracting arrangements are due to expire. 3. CONTRACTING AUTHORITY 3.1 Buying Solutions as the Contracting Authority is procuring the Contract for use by UK public sector bodies (and any future successors to these organisations) which includes central government departments, executive agencies, non-departmental public bodies, and named wider public sector organisations. 4. THE CUSTOMER 4.1 Full details of the Customers eligible to access the Contract, as described in the OJEU Contract Notice, can be found at Annex A. Only those listed (including the organisations described on the appropriate webpage links) will be able to access the Contract. There will be no opportunity for a public sector organisation, not described in this list, to access the Contract following award. 4.2 Each Customer accessing the Contract will sign a Service Level Agreement (SLA) or a Customer Access Arrangement (CAA), as set out in Annex A and Annex B of Schedule D (Specific Responsibilities of the Parties). The SLA / CAA will be between the individual Customer and the Contracting Authority and will provide details of the Customers site details and specific requirements. 5. THE CORE REQUIREMENT 5.1 The Contracting Authority requirement is divided into two distinct Product Groupings: 5.1.1 Product Grouping 1 will require the Contractor to provide: 5.1.1.1 Office Stationery
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General office stationery Goods such as pens, pencils, desktop accessories filing and presentation items, diaries and calendars. 5.1.1.2 Office Paper 5.1.1.3 Office paper Goods such as cut paper and board. 5.1.1.4 Janitorial Goods Janitorial Goods such as signage, locks, washroom supplies, and waste containers. 5.1.1.5 Small Office Machines Small office machines such as adding machines, label making machines, paper shredding machines, and laminators. 5.1.1.6 Closed Loop Service Closed loop service involving the collection of waste paper, the recycling of waste paper, and the supply of recycled paper. Requirements specifically relating to this service are set out within Part 2 of this Schedule A (Specification of Requirements). 5.1.2 Product Grouping 2 will require the Contractor to provide: 5.1.2.1 Electronic Office Consumables Electronic office consumables such as fax and printer toner cartridges and electronic media. This Product Grouping also involves Services such as toner waste collection and recycling which will be provided to Customers by the Contractor on a free of charge basis. 6. QUALITY (MINIMUM STANDARDS) 6.1 The Contracting Authority shall require the Contractor to ensure that all Goods and Services supplied under this Contract comply with the relevant minimum standards set out in paragraphs 6.3 to 6.5. 6.2 All Goods supplied under the Contract must be fit for purpose and of a quality acceptable to the Contracting Authority and the Customer. If at any time during the Contract Period the quality of supply for any product is found not to be to the appropriate standard, the Contractor shall provide a substitute item acceptable to the Contracting Authority or Customer at no additional cost to either party. 6.3 Minimum Standards – Product Grouping 1 6.3.1 Minimum standard requirements for Office Stationery: general: 6.3.1.1 Adhesive tapes shall be free from PVC. 6.3.1.2 Single use batteries shall be free from mercury and cadmium. 6.3.1.3 Electronic calculators shall be solar and dual powered. 6.3.2 Minimum standard requirements for Office Stationery: writing instruments and graphical equipment: 6.3.2.1 All pencils shall be free from paint / varnish or of the "propelling" or "clutch" type. 6.3.2.2 Inks shall be free from volatile organic compounds (VOCs) and toxic materials.
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6.3.3 Minimum standard requirements for Office Paper: general: 6.3.3.1 The Contracting Authority will be required to execute the Governments Procurement Standard (available at http://www.defra.gov.uk/sustainable/government/advice/public/buying /products/paper/index.htm) for paper and paper Goods through this Contract. The Contractor should note that these standards do not apply to wider public sector customers. 6.3.4 Minimum standard requirements for Office Paper: paper and card Goods: 6.3.4.1 All copier paper Goods shall be manufactured from 100% recycled material content. All card/board Goods shall be manufactured from a minimum 70% recycled material content. 6.3.4.2 Envelopes supplied for general use shall be manufactured from 100% re cycled content. 6.3.4.3 Envelopes supplied for mailing systems shall be manufactured from at least 60% recycled content and of the remaining content, any virgin fibre shall be sourced from a certified sustainably managed forest. 6.3.4.4 Protective (padded) envelopes non plastic type shall be manufactured from 100% re-cycled filler materials. 6.3.4.5 Adhesives used on "self-seal" envelopes shall be water / vegetable based. 6.3.5 Minimum Standards requirement for Small Office Machines: 6.3.5.1 Conform to "Energy Star" requirements with regard to energy consumption. 6.3.5.2 Automatically enter a "sleep mode" after a pre-determined period of inactivity. 6.4 Minimum Standards – Product Grouping 2 6.4.1 Minimum Standards requirement for Electronic Office Consumables: 6.4.1.1 Re-manufactured toner cartridges shall be fully tested in accordance with ISO 9001. 6.4.2 The Contractor shall warrant the fitness for purpose and quality of re- manufactured toner cartridges. The Contractor shall be required when notified by a Customer of product failure to provide a replacement product and investigate the cause of the failure in accordance with the process as set out in paragraph 21. 6.4.3 In the event of damage to a Customer‟s equipment and the damage is found to be clearly attributable to a re-manufactured product (as detailed in in paragraph 6.4.2), the Contractor shall reimburse the Customer with any reasonable costs associated with the repair or replacement of the Customers equipment.
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6.5 Minimum Standards – General 6.5.1 All timber and wood-derived Goods for supply or use in performance of the Order must be independently verifiable and either: 6.5.1.1 from a legal and sustainable source; or 6.5.1.2 from a FLEGT-licensed or equivalent source. 6.5.2 The Contractor shall ensure that all electrically energised equipment purchased by the Customer under this Contract shall conform to BS EN 60950-1:2006+A1:2010 or standards that are currently prevailing and safety marked. 7. GOVERNMENT CATALOGUE 7.1 The Government Catalogue provides the list of Goods which will be required by Customers during the Contract Period. The Goods are listed in Annex B. 7.2 The Contracting Authority will require the Contractor to produce a catalogue for Product Grouping 1 and Product Grouping 2. The catalogues shall include each of the individual Goods as specified in the Annex B. 7.3 The Contractor will be required to provide the catalogue in an electronic on-line format (P2P or equivalent, Customer Intranet site, and the Contractor‟s web-site via the internet) although there may be a requirement for some Customers to receive the catalogue in hard copy. Customer specific requirements will be detailed in their individual SLA / CAA. 7.4 The Contractor will be expected to work with the Contracting Authority during the Contract Period to migrate Customers to an electronic on-line catalogue in line with paragraph 7.3 and 2.3. 7.5 The catalogue structure shall comprise of a large number of menu and detailed content pages, managed as an MS Front-page web. The catalogue will not be distributed outside of Customers to this Contract without the written permission of the Contracting Authority. 7.6 The following information, as a minimum, shall be included in the catalogue: 7.6.1 A generic index covering all the line items; 7.6.2 The telephone, e mail and fax numbers of the Contractor customer support help desk;
7.6.3 In respect of the individual line items: 7.6.3.1 A photographic image or other appropriate representation where required; 7.6.3.2 A short description; 7.6.3.3 The name of the manufacturer (where appropriate); 7.6.3.4 The product code number; 7.6.3.5 The denomination of quantity; 7.6.3.6 The price of the line item based on the denomination of quantity excluding VAT.
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7.7 The Contracting Authority uses version 8.1201 of UNSPSC (Universal Standard Product and Services Classification) to classify ordered items for management information purposes. The Contractor will be required to code their Goods in Product Grouping 1 and Product Grouping 2 to version 8.1201 of UNSPSC. Further information regarding UNSPC can be obtained at http://www.unspsc.org. 7.8 The catalogue structure for the Government eMarketplace shall require the completion of a catalogue builder file by the Contractor and in the required format - http://www.procserve.com/documents/procservecataloguebuilder. This will be the master copy file which will include: all items, prices, delivery charges, and delivery times. 7.9 The validation parameters for the catalogue builder area as follows: 7.9.1 All the mandatory fields are populated; 7.9.2 The price expiry date is after the price effective date; 7.9.3 If there is a mandatory or optional item for a line item, that the mandatory / optional item is present; 7.9.4 The transaction type and action are correct (e.g. New = ADD, etc); 7.9.5 There are no duplicate items; 7.9.6 If there are duplicate line items, that the price is different (for price breaks); 7.9.7 The UNSPSC codes are valid; a UNSPSC code (as detailed at paragraph 7.7) will need to be provided for each product within the catalogue. The unit of measure is valid (e.g. box = BX; each = EA; etc); 7.9.8 The aspect fields are correct i.e. if value is populated, that name is populated (e.g. aspect name is „colour‟; aspect value is „red‟, etc). 7.10 The Contractor shall be responsible for the provision and support of the necessary infrastructure required to implement the on-line solution for the Contracting Authority and Customer and for any associated running costs throughout the Contract Period. 7.11 The Contracting Authority recognises that from time to time there will also be a requirement to order Goods which are not on the Government Catalogue. This route will be defined as a Red Route option for Customers and will be actively monitored by the Contracting Authority, as set out in paragraph 8. 7.12 The Government Catalogue will contain the highest volume Goods purchased by Customers of the Contractor, except for business critical items which may not necessarily be of a high volume. The Contractor will be required to provide a consistently high level of availability for Goods on the Government Catalogue. 7.13 The Contractor will be required to work with the Contracting Authority during the Contract Period to reduce and review the overall Government Catalogue so that it continually reflects the highest volume items bought by Customers, except in the case as outlined in paragraph 7.12 above. The Contractor should also support the Contracting Authority to identify further opportunities to rationalise and standardise the Goods included in the Government Catalogue, in addition to suggesting additional items to be considered for inclusion due to developments within the Office Supplies market. 7.14 The Contracting Authority and Contractor will agree at the Contract Review Meeting(s), as described in Schedule E (Contract Management and Management Information), the transfer of Goods from the Red Route to the Government Catalogue
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and vice versa based on the relevant management information reports submitted in accordance with Schedule E. The review will also include: 7.14.1 Consideration by the Contracting Authority of any additional Goods the Contractor has identified as set out in paragraph 7.13 and 14.2. 7.14.2 Details of Goods that are a new requirement or have become obsolete within a Customers‟ organisation. 7.15 The pricing of Goods outlined in paragraphs 7.13 and 14.2 will follow the process as stated in Schedule C (Pricing Document). 7.16 For the electronic on-line catalogue the Contractor will implement any agreed changes to the Government Catalogue and Red Route within 2 Working Days of any such amendment being agreed by the Contracting Authority and the Contractor. In the case of a hard copy catalogue the Contractor will be required to issue out a notification of any agreed changes to a Customer in receipt of said catalogue within 5 Working Days. The Contractor will be required to produce a new hard copy catalogue on an annual basis. 8. RED ROUTE PROCESS 8.1 Goods that are not specified within the Government Catalogue will be made available by the Contractor to be purchased through a Red Route process. Such Goods will fall within the scope of Office Supplies as set out in paragraph 5. The Contractor shall not provide access to Goods outside of this scope. 8.2 Goods ordered via the Red Route will require appropriate approvals and these will be set out in the Customer‟s SLA / CAA. The SLA / CAA will also provide details, if appropriate, of Customer personnel who have the authority to place an Order for a Red Route product. 8.2 The Contractor shall put in place a process that monitors and reports on all Goods that are purchased through the Red Route under this Contract, as described in Schedule E (Contract Management and Management Information). 8.3 For Customers utilising an Electronic Trading System (ETS), the Contractor will be required to provide on-line access to the Red Route Goods as specified in paragraph 8.1. 8.4 For Customers who do not have access to an ETS, the Contractor will be required to provide an appropriate channel for Customers to access Red Route Goods. 8.5 The pricing of Red Route Goods will be in accordance with the prices set out in Schedule C (Pricing Document) and the process set out in Schedule E (Contract Management and Management Information. 8.6 It is the intention of the Contracting Authority to make the Red Route process a fully managed and auditable on-line transactional process. The Contractor will be required to support the Contracting Authority during the Contract Period to achieve this. 9. VOLUMES 9.1 The Customers listed in Annex B, once transitioned onto the Government Offices Supplies Contract, will use the arrangement for all their product requirements as defined in Product Grouping 1 and Product Grouping 2. 9.2 The Contracting Authority anticipates these Customers collectively spending between £240 and £400 million during the full potential 4 year duration of this Contract.
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10. ORDERING 10.1 The Contractor shall utilise the ETS currently in use with the Customer. The specific ETS requirements of a Customer will be set out in their individual SLA / CAA. 10.2 Where Customers are constrained for whatever reason in their ability to use an ETS, alternative methods of ordering (for example telephone, fax, e-mail and Contractor website) shall be made available by the Contractor. 10.3 The Contractor shall be required to acknowledge receipt of any Order received and indicate clearly if the Order is accepted, within the agreed timescales as set out in Schedule G (Service Levels and KPIs). If the Order is rejected the Contractor must clearly state the reasons. 10.4 The Contractor will be required to work with the Contracting Authority during the Contract Period to migrate Customers on to Transactional Model A from Transactional Model B. 10.5 The Contractor shall be available to accept Orders on every Working Day from 08:00 to 17:00, and provide the Customer with a point of contact to deal with any queries during the same period. 10.6 The Contracting Authority requires the Contractor to provide acknowledgement to the Customer in all instances whereby the Customer subsequently cancels an Order. 10.7 The Contractor shall have a system in place that enables electronic ordering by disabled persons. 11. INVOICING AND PAYMENT 11.1 The Contractor shall ensure that each invoice submitted includes, but not be limited to, the account number, Contractor‟s order number, Customer‟s Order reference, product information including description, amount ordered, unit and total price, delivery address and a contact name. 11.2 The Contractor shall be capable of accepting payment from Customers using the channels as detailed in Schedule C (Pricing Document), for example government payment card and credit transfer. 12. DELIVERY 12.1 The Contractor shall provide a full UK national delivery service, including Northern Ireland and the Scottish Islands. 12.2 The Contractor will be required to provide an overseas delivery from the UK for certain Customers. This delivery may require the Contractor to utilise existing Customer carriers and routes, and under certain circumstances, the Contractor may be required to provide a direct delivery service. Customers will set out whether they require overseas deliveries within their SLA / CAA. 12.3 Customers to the Contract may have access to their own separate courier contract that delivers to Premises within their organisation. Customers may opt to use this means of delivery of Orders under this Contract. The Contracting Authority envisages that use of this facility would greatly reduce the environmental impact of additional delivery vehicles calling to its Premises. The Contracting Authority therefore seeks a co-operative approach by the Contractor in considering opportunities for Customers to utilise this option for delivery of Orders under this Contract. 12.4 The frequency and timing of Customer deliveries will be set out in their individual SLA / CAA. The Contractor, after receipt of an Order from a Customer, will be required to
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deliver Goods to that Customer within the specific timescales set out in that Customers SLA / CAA, or as defined within Schedule G (Service Levels and KPIs). 12.5 The Contractor will normally be required to make deliveries to a Customer site between the hours of 08:00 to 17:00 in accordance with the Transactional Model selected by the Customer within their SLA / CAA. Deliveries will not normally be accepted on Saturdays, Sundays or Public Holidays unless previous notification is given and approved by the Customer. 12.6 All parcels must be in sound condition, securely packaged and distinctly marked with the Contractors identification and the full address of the recipient of the Order. 12.7 For all Orders, the Contractor must obtain a signature at the point of delivery from an authorised member of the Customer‟s staff to acknowledge the number of parcels received. Any special requirements relating to acceptance of a delivery of an Order will be set out in a Customer‟s SLA / CAA. 12.8 Where applicable, the Contractor shall adhere to UK and EU legislation for the disposal of packaging. 12.9 The Contractor shall be aware that Customer delivery points may differ in size and accessibility and that delivery will have to accommodate the individual delivery points handling requirements. Any special requirements relating to delivery will be set out in a Customer‟s SLA / CAA. 12.10 The Contractor(s) shall provide, and remove, all pallets, containers and cages as required. 12.11 The Customer‟s SLA / CAA will set out their delivery Premises including any special requirements relating to the Customer or specific delivery Premises. This information will be passed to the Contractor prior to the implementation of the Customer on to the Contract. It will be the responsibility of the Customer to notify the Contractor of any changes to the information held in the SLA / CAA. The Contractor shall be required to return to the Contracting Authority up to date SLA and CAA information for all Customers as part of their exit management obligations as set out in Schedule J (Exit Management). 12.12 Any changes to a Customer‟s delivery option will be agreed between the Customer and Contractor and the SLA / CAA will be amended to reflect these changes. 13. CONTRACTOR PERSONNEL 13.1 The Contractor will be required to have a number of delivery personnel with the appropriate security clearance to enable access to certain Customer Premises. Specific requirements for delivery personnel will be set out within a Customers SLA / CAA. 13.2 Contractor‟s staff working within a Customer‟s premises or who have access to Customer information shall be recruited in accordance with the requirements of the Cabinet Office Baseline Personnel Security Standard: http://www.cabinetoffice.gov.uk/sites/default/files/resources/hmg-personnel-security- controls.pdf 14. RETURNS 14.1 If the Contractor fails to supply the correctly ordered Product, or in the quantity required, the Contractor is required to deliver to the Customer the correct product within their next scheduled delivery to the Customer.
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14.2 The Customer will advise if alternative Goods or replacements are not acceptable. Where replacements are not appropriate, the Contractor is required to provide a system for crediting the appropriate transactional channel used by the Customer as set out in their SLA / CAA. 14.3 The Contractor should note that the Customer has no facility to return Goods. If a Contractor responds to a correctly placed Order by sending faulty, incorrect Goods or the wrong quantity, the Customer will not pay for those Goods. The Customer will advise the Contractor of any incorrect Goods within an agreed timescale and, if they wish to retrieve such Goods, the Contractor must do so at their own expense and at a time suitable to the Customer. 15. PRICING 15.1 All Goods will be supplied in line with the prices set out in Schedule C (Pricing Document). 15.2 The pricing approach for Red Route Goods shall be on the same basis as for the Government Catalogue and shall be ex works cost which shall exclude all costs relating to the supply to the Customer and as such include only the product acquisition costs incurred by the supplier plus the suppliers direct overheads (storage etc) and margin. 15.3 The prices for Goods transferred from the Red Route into the Government Catalogue will be agreed between the Contracting Authority and Contractor in line with the pricing approach adopted by the Contractor within their Tender for the Contract and the evaluation exercise undertaken by the Contracting Authority. 15.4 Service Wrap costs as set out in Schedule C (Pricing Document) will be as determined by the individual Customer within their SLA / CAA and shall not differ from those applied to the supply of Government Catalogue Goods. 16. ENVIRONMENTAL CONSIDERATIONS 16.1 The government is committed to environmental improvement through integrating environmental protection and sustainable development into its decision-making processes in respect of both the execution of its core functions and responsibilities and the management of day-to-day operations. The Contractor will be required to work with Contracting Authority during the Contract Period, in meeting this strategy, and as a minimum: 16.1.1 Ensure any virgin pulp used in manufacture is kept to a minimum and comes from sustainably managed woodlands and that both the virgin pulp and the recycling process is chlorine free; 16.1.2 Reduce the amount of packaging. 16.2 The Contractor will be required, throughout the Contract Period, to provide information on new or improved environmentally preferable Goods when they become commercially available and, promote their use under the Contract. 16.3 Contractors when planning their scheduled delivery routes will do so taking into account the most environmental efficient option that minimises carbon production. 17. HEALTH AND SAFETY 17.1 The Contractor shall meet all of the relevant health and safety legislation in discharging their duties under this Contract, including but not limited to, size of parcels, making deliveries, keeping records, controlling hazardous substances, conducting risk assessments, checking procedures and test certificates.
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17.2 The Contractor must conduct suitable and timely training programmes for all of the staff concerned with the Contracting Authority‟s and Customer‟s requirements. 18. IMPLEMENTATION 18.1 The Contracting Authority has provided a high level Implementation Plan as set out in Schedule I (Implementation Plan). The Contractor shall be required to work with the Contracting Authority to agree a more detailed implementation process which sets out when individual Customers will be transitioned from their current arrangements to the Contract. 19. CONTRACT MANAGEMENT 19.1 The Contracting Authority will be responsible for the ongoing contract management of this Contract. The arrangement contains a number of mechanisms for ensuring that the Contracting Authority can effectively manage the Contract, as set out in Schedule E (Contract Management and Management Information). 19.2 The Contractor shall ensure that Services being provided through the Contract are actively managed through service and account management processes, procedures, associated systems and data. 19.3 The Contractor shall appoint an account manager responsible for the Services delivered to Customers through this Contract. 20. CUSTOMER LIAISON 20.1 The Contractor shall provide a single point of contact to handle all enquiries made by the Contracting Authority and Customer. 20.2 As part of an Office Supplies shared service the Contractor will be required to: 20.2.1 Provide Closed Loop support services to the Customer through a Contractor‟s service desk which shall enable the Customer to report incidents, problems and make service requests. 20.2.2 Ensure that the Contractor‟s service desk takes calls from the Customer‟s in- house and/or third party service desks, as required by the Customer. The service desk will operate between 08:00 – 18:00 and an out of hours contact number should be provided. 20.2.3 The Contractor shall establish, publish and maintain an integrated set of processes, procedures and associated systems to provide effective management of incidents and problem resolution. 20.2.4 The Contractor shall provide facilities for reporting progress on incident and problem fixes to the Customer via the Contractor‟s service desk. 21. COMPLAINTS PROCEDURES 21.1 The Contractor shall operate and publicise a written complaints procedure by which a Customer is able to complain to the Contractor about any aspect of the service provided under this Contract. The key principles that the complaint procedure must embody are as follows: 21.1.1 Complaints shall be logged and acknowledged within 1 Working Day following receipt; 21.1.2 The Customer to be informed of progress of the complaint until the complaint is resolved;
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21.1.3 All complaints to be recorded, together with the actions and timescales taken to resolve the complaint; 21.1.4 All complaints shall be resolved within 20 working days of the original complaint being made unless otherwise agreed with the Customer. 21.2 The Contractor shall analyse and identify any pattern of complaints and bring these to the attention of the Contracting Authority during Contract Review Meetings in accordance with Schedule E (Contract Management and Management Information). 22. KEY PERFORMANCE INDICATORS 22.1 The Key Performance Indicators (KPIs) for this Contract are set out in Schedule G (Service Levels and KPIs). The Contractor shall set up processes to monitor its performance against the agreed KPIs in order to report to the Contracting Authority. The Contractor shall at all times ensure compliance with the standards set by the KPIs. 22.2 The Contractor‟s achievements against targets and KPIs shall be reviewed during Contract Review Meetings in accordance with Schedule E (Contract Management and Management Information). 23. MANAGEMENT INFORMATION 23.1 The Contractor shall be required to submit reports in accordance with Schedule E (Contract Management and Management Information). 23.2 The Contracting Authority reserves the right to change the format of any report throughout the Contract Period and will agree such changes with the Contractor. All changes will be implemented within one month of agreement between the Contracting Authority and Contractor. 23.3 The Contractor is also encouraged to investigate other innovative methods of supplying management information. The Contracting Authority and Contractor will work together on such initiatives throughout the Contract Period.
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PART 2 – SPECIFIC REQUIREMENTS FOR CLOSED LOOP SERVICE
CONTENTS
1. INTRODUCTION ...... 15 2. BACKGROUND ...... 15 3. CLOSED LOOP VISION ...... 15 4. CLOSED LOOP CAPABILITY ...... 16 5. GENERAL REQUIREMENTS ...... 16 6. PAPER SPECIFICATION ...... 17 7. SECURITY REQUIREMENTS ...... 17 8. ENVIRONMENTAL STANDARDS ...... 18 9. SERVICE AND ACCOUNT MANAGEMENT ...... 19 10. TRANSITION OF EXISTING CUSTOMERS AND ON-BOARDING OF NEW CUSTOMERS ...... 19 11. MANAGEMENT INFORMATION ...... 19 12. AUDIT AND CHAIN OF CUSTODY ...... 19
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1. INTRODUCTION 1.1 This Part 2 of Schedule A (Specification of Requirements) outlines the specific requirements which apply to the provision of a Closed Loop Service supplied through Product Grouping 1. 2. BACKGROUND 2.1 A key objective of central government is to maximise the capture of all waste paper material from across the estate, to maximise both the revenue achieved for this, and the volume that can be re-used and recycled back into the supply of copier paper. 2.2 Central government also has an ambition to take action to reduce the impact its activity has on the environment. By making its procurement more sustainable, central government aims to reduce the emissions of greenhouse gases, reduce the level of waste, and the amount of waste going to landfill. 2.3 To contribute to this, this Part 2 of Schedule A (Specification of Requirements) sets out the intended scope of the Services to be provided by the Contractor and to provide a description of what a „Closed Loop‟ for paper entails. 3. CLOSED LOOP VISION 3.1 To manage the process of securely collecting, shredding and baling of white paper waste to then be processed by a paper mill and resupplied as 100% recycled copier paper incorporating (although not exclusively) all of the government waste that is input into the process. This waste can be mixed with other non-government paper waste to ensure required volumes of recycled copier paper will be re-supplied. Initially, Customers such as Her Majesty‟s Revenue and Customs (HMRC) and Ministry of Justice (MoJ), will require their paper waste to be managed using this process, with other central government departments working with the Contracting Authority and the Contractor to agree and implement a phased approach to on- boarding as soon as practicable. 3.2 The copier paper that is resupplied must conform to the paper specification provided by the Contracting Authority and delivered to Customers‟ Premises along with other Office Supplies Goods. 3.3 The aim is to achieve this process based on a lowest mile, lowest CO2 emissions and cost efficient basis. 3.4 The Contracting Authority‟s ambition is to further leverage economies of scale, increase innovation and optimisation and reduce the overall cost of government paper by maximising the proportion of central government waste contributing to the recycled paper production process. 3.5 The Contacting Authority‟s view is that the Closed Loop process represents emerging best practice and is keen that it be adopted as widely as possible. 3.6 The Contractor will work with the Contracting Authority to drive continuous improvement during implementation of the Closed Loop Service element of the Contract. 3.7 The feasibility of extending the service for other waste streams could also be explored. The Contractor will be required to work with the Contracting Authority to identify such possible options for extending the service.
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4. CLOSED LOOP CAPABILITY 4.1 The Contractor will be required to maximise the volumes of 80% bright white waste paper that are collected out of the public sector estate, including non-confidential paper as well as confidential paper that requires shredding. 4.2 The Contractor will be required to provide a service that ranges from managing complex high volume high capacity offices, through to remote small satellite offices. This will require a consistent level of service for both on-site and off-site document destruction services, capturing the maximum amount of waste for recycling possible. Specific details regarding a Customer‟s site and estate complexity will be outlined within the SLA / CAA. 5. GENERAL REQUIREMENTS 5.1 The Contractor shall be capable of providing all of the Services defined in this Part 2 of Schedule A (Specification of Requirements) to the Customer within 6 months. 5.2 The Services provided by the Contractor to the Customer must be scalable and be able to be delivered to Customers with one or to many hundreds of Customer Premises with Customer Premises ranging in size. 5.3 The Contractor shall ensure that the Services are able to be delivered to all Premises in the UK. 5.4 The Contractor shall be required to work to specific operating hours as set within the Customer‟s SLA / CAA. For example, for some Premises, it is essential that all vehicles have exited the site by a particular time. The Contractor must be capable of offering a scheduled collection and destruction service that happens at agreed intervals. The frequency of collection required will be determined, agreed and reviewed between the Contractor and the Customer on a site-by-site basis. 5.5 All operational crew on vehicles, and working within the operational recycling centres, must be recruited to BS7858 accredited standards, must be readily identifiable and carry photographic identification. Vehicles must have GPS-tracking and mobile communication links with their operational bases, in line with BS EN 15713:2009. 5.6 The Contractor will provide all materials and consumables associated with the provision of this service including waste paper bins, sacks, bags, consoles or other suitable paper waste containers as required by the Customer. 5.7 The Contractor shall deliver, install and bring into service any Contractor equipment including that which is to be located at the Customer Premises and needed to deliver the Services and shall provide ongoing support for this equipment. Customers will insist that all confidential waste is stored within lockable containers so where required, lockable containers must be provided. 5.8 Where requested by the Customer, the Contractor shall work closely with the Customer and/or their appointed facilities management providers to ensure that the Customer‟s overall service requirements are met. 5.9 The Contractor will collect bright white un-shredded and where relevant pre-shredded paper from each site. 5.10 The Contractor will provide 4 service levels (see Annex C for further details): 5.10.1 Service Level 1 Non-confidential un-shredded or pre-shredded paper waste; 5.10.2 Service Level 2 Confidential waste: Off-site shredding;
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5.10.3 Service Level 3 Confidential waste: On-site shredding; 5.10.4 Service Level 4 Bespoke. 5.11 All waste shall be weighed and signed for by the nominated Contractor‟s staff at the point of collection. 5.12 The waste collected may be amalgamated with other paper waste for conversion into 100% recycled copier paper that meets the Government Buying Standards for paper. The Contracting Authority‟s key requirement is data security and the Contractor shall satisfy the Contracting Authority that auditable, robust data protection measures are in place and that data security is guaranteed as part of the Closed Loop Service offering. 5.13 The Contractor will determine the optimum logistics routes for the Closed Loop Service that will deliver the best value for money and most affordable and environmentally efficient option for central government. 6. PAPER SPECIFICATION 6.1 The paper produced must meet Government Buying Standards for Recycled Copier Paper and produced from 100% recycled waste paper. Full information and details can be found at: http://www.defra.gov.uk/sustainable/government/advice/public/buying/products/paper /paper.htm 6.2 Paper specification: 6.2.1 Weight: 80gsm 6.2.2 Opacity: >94% 6.2.3 Brightness: 80% 6.2.4 Bulk: 80 gm2 = 1,35 6.2.5 Compliant to DIN 6738 ensuring archival life 6.3 The paper must be guaranteed for use on colour and mono copiers, inkjet and laser printers as well as plain paper fax machines. 6.4 The paper must be produced in a mill accredited to ISO9001 and ISO14001 or equivalent standards. 6.5 The paper must carry sustainable accreditations and certifications: Blue Angel and Nordic Swan, or equivalent. 6.6 The Contracting Authority reserves the right to amend the paper specification if required during the Contract Period to ensure continued conformance with government standards, market conditions, and technological innovation. 6.7 The paper wrap shall as a minimum include a mark to reference that the paper contains UK government waste. The exact format will be agreed following award of the Government Offices Supplies Contract. 7. SECURITY REQUIREMENTS 7.1 The Contractor shall ensure that Customer‟s data is and remains protected in accordance with data protection legislation and policies issued by the Customer. 7.2 The Contractor shall ensure that the Contractor‟s staff and/or sub-contractor‟s staff involved in providing the service have and maintain security clearance (such as basic
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check, counter terrorism check) according to the Cabinet Office‟s security policy framework, available at: http://www.cabinetoffice.gov.uk/resource-library/hmg-personnel-security-controls Where the reference is made to „Departments‟ and / or „Agencies‟ in the above link, this should be treated as the „Contractor‟. Where reference is made to „departments structure, HMG Staff, specific staff level‟ etc this should be treated as „the Contractor‟s organisational structure or staff level‟. 7.3 The Contractor shall ensure the secure collection, transportation using appropriately secure vehicles, storage, removal and disposal of all confidential materials, so that at no time these materials are out of the Contractor‟s possession, or capable of being deciphered. 7.4 Confidential waste shall be signed for by the nominated Contractor‟s staff at the point of collection. All confidential waste is to be placed in secure vehicles which must not be left unattended when away from the Premises. 7.5 In line with the requirements of BS EN 15713, once collected, confidential waste must be taken directly to the designated shredding and recycling centre, and destroyed within one Working Day in line with Level 3 (maximum 16mm shred width, maximum total area 2800mm sq) or as specified by the Customer. 7.6 Some Customer Premises cannot provide access for a vehicle within their grounds. The Contractor must ensure the secure transport of waste from the building in these instances. 7.7 The Contractor must ensure a seamless transition from Customers‟ existing secure document destruction arrangements following a Customer being on-boarded. 7.8 The Contractor must comply with security standards BS8470, BS7858, or equivalent. 7.9 The Contractor should be affiliated to a security association or equivalent body. 8. ENVIRONMENTAL STANDARDS 8.1 A core objective is to maximise the environmental benefit of the Closed Loop programme. A particular requirement is to achieve a reduced carbon footprint through the efficient collection of waste and the use of a regional network for recycling services and subsequent delivery of the finished Closed Loop copier paper product, thereby minimising the number and length of journeys required. 8.2 The Contractor must operate to the highest possible environmental standards and Government Buying Standards, details of which are available at: http://www.defra.gov.uk/sustainable/government/advice/public/buying/products/paper /spec/paper.htm
employing best practice throughout their organisation. In particular, the Contractor must operate to BS ISO 14001 or equivalent accredited standards. 8.3 Recycled paper production - the recycling process must be Elemental Chlorine Free (ECF), with Adsorbable Organic Halogenated compound (AOX) emissions from the production of each pulp used below 0.25kg per Air Dried Tonne (ADT), or Process Chlorine Free (PCF). Note, AOXs are hazardous chlorinated compounds which result from the bleaching of pulp with chlorine or chlorine-based chemicals, therefore this standard will not apply to Goods derived from pulp which is not bleached or where bleaching is performed with chlorine free substances.
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8.4 Copying and graphic paper must have 100% recycled content, to include only genuine recovered fibre (i.e. no „mill broke‟), in accordance with the NAPM definition, available at: http://www.napm.org.uk/recycled_mark.htm
8.5 The Contractor and its supply chain will provide appropriate environmental certificates and accreditations as part of the audit process (e.g. FSC, PEFC) for mixed/recycled fibre Goods and the waste paper management collection process. 9. SERVICE AND ACCOUNT MANAGEMENT 9.1 As part of an Office Supplies shared service the Contractor will be required to provide Closed Loop support to the Customer through the Contractor‟s service desk which shall enable the Customer to report incidents, problems and make service requests. 9.2 The Contractor shall ensure its records include the resolution time for the correction of problems and incidents. 10. TRANSITION OF EXISTING CUSTOMERS AND ON-BOARDING OF NEW CUSTOMERS 10.1 Following the award of the Government Offices Supplies Contract, on behalf of Customers including HMRC and MoJ, the Contractor will facilitate any transition from incumbent contractors managing Customers‟ existing Closed Loop Service. This activity must be completed within 6 months following award of the Government Offices Supplies Contract. A list of current Premises and waste volumes will be provided to the Contractor immediately following award. 10.2 The Contractor must provide a full milestone and Implementation Plan to support the transition, with the incumbent contractor maintaining the service in the interim. 10.3 The Contractor will work with the Contracting Authority to identify Customers that are ready to use the Closed Loop Service as their existing waste management arrangements allow or expire. 10.4 The Contractor will work with the Contracting Authority to increase the percentage of government waste in the recycled paper delivered back to the Customer. 11. MANAGEMENT INFORMATION 11.1 The Contractor shall provide the Customer and the Contracting Authority with management information regarding the performance of the Closed Loop Service element of the Government Offices Supplies Contract, relating to operational KPIs, and the collection, classification, and final destination point for all waste material. 11.2 The Contractor shall provide monthly management information reports to the Contracting Authority and Customer, detailing agreed information to agreed qualitative standards relating to Closed Loop. Such management information will fall within the Contractor‟s obligations as set out within Schedule E (Contract Management and Management Information). 12. AUDIT AND CHAIN OF CUSTODY 12.1 The chain of custody process, and the audit of the data collected and presented must be audited bi-annually by an independent, approved body. 12.2 In order to effectively manage the supply and demand variances between raw material and finished product likely to be experienced over a period of time, but with
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the over-riding objective to recycle the maximum amount of public sector paper waste into re-usable product, the Contractor must ensure that: 12.2.1 All shredded waste is recycled that can be recycled; 12.2.2 As much of it as possible is used to create new 100% post consumer waste recycled copier paper, within the designated Closed Loop process, to the designated mill; 12.2.3 Where unsuitable waste is recycled into a product other than Closed Loop copier paper, that all recycled waste is tracked and traced through to the final mill which handles the product; 12.2.4 Waste that that cannot be recycled must be disposed of responsibly. 12.3 A key performance requirement of the Closed Loop element of this Government Offices Supplies Contract is the need to accurately measure the volume (weight) of paper waste collected from each location, through the collection, destruction and recycling process, and ultimately to the designated paper mill. Contractors must highlight how this would be achieved at each stage of the process for every eventuality, and how this information would be recorded and presented. 12.4 A waste transfer certificate must be provided after each collection of documents, signed by the Customer‟s member of staff on-site prior to departure, and listing the number and type of containers collected. 12.5 Following destruction, a certificate of destruction must be provided for each collection made, cross referencing the transaction number, the number of types of containers, and the name of the authorised person that has witnessed the destruction. 12.6 The Contractor must provide appropriate management information to account for the collection and transport of waste as part of the requirement of paragraph 12.1 above.
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ANNEX A
ELIGIBLE CUSTOMERS
Only those organisations listed below are eligible to use this Contract
Central Government Departments, Executive Agencies, and Non-Departmental Public Bodies as follows: Abertawa Bro Morgannwg University Local Health Board Academies Accountant General of the Supreme Court Accounts Commission for Scotland Administration of Radioactive Substances Advisory Committee Advantage - West Midlands Adventure Activities Licensing Authority/TQS Ltd Advisory Board on Family Law Advisory Board on the Registration of Homeopathic Products Advisory Committee for Disabled People in Employment and Training Advisory Committee for Wales Advisory Committee on Advertising Advisory Committee on Animal Feedingstuffs Advisory Committee on Borderline Substances Advisory Committee on Business and the Environment Advisory Committee on Business Appointments Advisory Committee on Cleaner Coal Research Advisory Committee on Conscientious Objectors Advisory Committee on Consumer Products and the Environment Advisory Committee on Dangerous Pathogens (DH) Advisory Committee on Distinction Awards Advisory Committee on Hazardous Substances Advisory Committee on Historic Wreck Sites Advisory Committee on Juvenile Court Lay Panel (Northern Ireland) Advisory Committee on National Health Service Drugs Advisory Committee on NHS Drugs Advisory Committee on Novel Foods and Processes Advisory Committee on Overseas Economic and Social Research Advisory Committee on Packaging Advisory Committee on Pesticides Advisory Committee on Releases to the Environment Advisory Committee on Sites of Special Scientific Interest Advisory Committee on Telecommunications for Disabled and Elderly People Advisory Committee on the Government Art Collection Advisory Committee on the Micro-biological safety of Food Advisory Committee on Work-Life Balance Advisory Committees on General Commissioners of Income Tax Advisory Committees on General Commissioners of Income Tax (Northern Ireland) Advisory Committees on Justices of the Peace (Northern Ireland) Advisory Committees on Justices of the Peace in England and Wales
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Advisory Committees on Justices of the Peace in Lancashire, Greater Manchester and Merseyside Advisory Conciliation and Arbitration Service (Acas) Advisory Council on Public Records Advisory Council on the Misuse of Drugs Advisory Group on Hepatitis Advisory Panel on Standards for the Planning Inspectorate Aerospace Committee Agricultural Dwelling House Advisory Committees (England) (ADHAC) Agricultural Dwelling House Advisory Committees (Wales) Agricultural Land Tribunals (England) Agricultural Land Tribunals (Wales) Agricultural Research Institute of Northern Ireland Agricultural Wages Board for England and Wales Agricultural Wages Board for Northern Ireland Agricultural Wages Committees for England Agricultural Wages Committees for Wales Agriculture and Environment Biotechnology Commission Agriculture and Horticulture Development Board Airborne Particles Expert Group Alcohol Education and Research Council Anatomical Neuropharmacology Unit Ancient Monuments Advisory Board for Wales Ancient Monuments Board for Scotland Aneurin Bevan Local Health Board Animal Procedures Committee Animal Welfare Advisory Committee (MOD) Appeal Body Appeals Service Agency Appointments Commission Architectural Heritage Fund Armagh Observatory and Planetarium Armed Forces Pay Review Body Army Benevolent Fund Arts and Humanities Research Board Arts Council for Wales National Lottery Arts Council of England Arts Council of Northern Ireland Arts Council of Wales Ashworth Hospital Authority Asset Protection Agency Assets Recovery Agency Authorised Conveyancing Practitioners Board Basic Skills Agency Beef Assurance Scheme Membership Panel Belfast Education and Library Board Belfast Health and Social Care Trust Benefits Agency Betsi Cadwaladr University Local Health Board BIG Lottery Fund
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Biochemical and Clinical Magnetic Resonance Unit Biomedical Nuclear Magnetic Resonance Centre Biostatistics Unit Biotechnology and Biological Sciences Research Council (BBSRC) Boards of Visitors and Visiting Committees (Northern Ireland) Boards of Visitors to Penal Establishments Boundary Commission for Northern Ireland Boundary Commission for Scotland Boundary Committee for England BPEX Ltd British Antarctic Survey British Broadcasting Corporation - (BBC) British Educational Communications and Technology Agency (BECTA) British Film Commission British Film Institute British Geological Survey British Library British Museum British Pharmacopoeia Commission British Shipbuilders British Transport Police (sSRA) Broadmoor Special Hospital Authority Building Regulations Advisory Committee Building Societies Commission Building Standards Advisory Committee Cabinet Office Cadw (Welsh Historic Monuments) Cancer Cell Unit Capital for Enterprise Ltd Cardiff and Vale University Local Health Board Care Council for Wales Care Quality Commission Career Scotland CEEP UK Central Advisory Committee on Justices of the Peace (Scotland) Central Advisory Committee on Pensions and Compensation Central Arbitration Committee Central Rail Users' Consultative Committee Central Science Laboratory Centre for Ecology and Hydrology Centre for Environment, Fisheries and Aquaculture Science Chancellor of the Duchy of Lancaster Charities Advisory Committee Charity Commission for England and Wales Charity Commission of Northern Ireland Chequers Trust Chevening Estate/Trust Chief Electoral Officer for Northern Ireland Chief Executive of Skills Funding
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Child Maintenance and Enforcement Commission (CMEC) Children and Family Court Advisory and Support Service Children's Commissioner for Wales Children's Workforce Development Council Churches Conservation Trust City Colleges for the Technology of the Arts City Technology Colleges Civil Justice Council Civil Procedure Rule Committee Civil Service Appeal Board Civil Service Arbitration Tribunal Civil Service Commission Coal Authority Colleges of Further Education (Scotland) Combined Courts Commission for Architecture and the Built Environment Commission for Integrated Transport Commission for Judicial Appointments Commission for Local Administration Commission for Local Administration in Wales Commission for Patient and Public Involvement in Health Commission for Rural Communities Commissioner for Children and Young People in Scotland Committee for Monitoring Agreements On Tobacco Advertising Sponsorship Committee on Agricultural Valuation Committee on Carcinogenicity of Chemicals in Food, Consumer Products and the Environment Committee on Climate Change Committee on Medical Aspects of Radiation in the Environment Committee on Mutagenicity of Chemicals in Food, Consumer Products and the Environment Committee on Standards in Public Life Committee on the Medical Effects of Air Pollutants (DH) Committee on the Safety of Medicines Committee on Toxicity of Chemicals in food, Consumer Products and the Environment Common Services Agency of the Scottish Health Service Commons Commissioners Commonwealth Parliamentary Association (UK Branch) Commonwealth Scholarship Commission in the United Kingdom Commonwealth War Graves Commission Communications for Business Communities Scotland Community Development Foundation Community Health Council (Wales) Board Community Health Councils Community Learning Scotland Compensation Agency (Northern Ireland) Competition Appeal Tribunal Competition Commission
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Competition Service Consolidated Fund Construction Industry Advisory Council (Northern Ireland) Construction Industry Training Board (CITB) Construction Industry Training Board (NI) Consumer Communications for England (CCE) Consumer Council for Postal Services Consumer Council for Water Consumer Financial Education Body Limited Contingencies Fund Conversion Loan Redemption Account Copyright Tribunal Council for Catholic Maintained Schools Council for Nature Conservation and the Countryside Council for Science and Technology Council for the Regulation of Healthcare Professionals / Council for Healthcare Regulatory Excellence Council of Reserve Forces and Cadet Associations / Reserve Forces and Cadet Associations Counter Fraud and Security Management Service Countryside Agency Countryside Council for Wales County Courts Court Funds Investment Account Court Service, The Creative Scotland Criminal Cases Review Commission Criminal Injuries Compensation Appeals Panel Criminal Injuries Compensation Authority Criminal Records Bureau Crofters' Commission Crown Court Rule Committee Crown Courts Crown Office, Scotland Crown Prosecution Service Culture North East (North East Cultural Consortium) Customer Service Committees (OFWAT) Cwm Taf Local Health Board DairyCo Ltd Daresbury Laboratory Darwin Advisory Committee Debt Management Accont Deeds of Assumption Deer Commission for Scotland Defence Nuclear Safety Committee Defence Scientific Advisory Council Defence Vetting Agency Dental Practice Board Dental Vocational Training Authority Department for Business, Innovation and Skills
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Department for Communities and Local Government (CLG) Department for Culture, Media and Sport Department for Education Department for Employment and Learning Department for Environment, Food and Rural Affairs Department for International Development Department for National Savings Department for Transport Department for Work and Pensions Department of Energy and Climate Change (DECC) Department of Health Design Council Development Awareness Working Group Diplomatic Service Appeal Board Directly Operated Railways (DOR) Disability Living Allowance Advisory Board Disability Living Allowance Advisory Board for Northern Ireland Disabled Persons Transport Advisory Committee Distinction and Meritorious Service Awards Committee Doctors‟ and Dentists‟ Review Body Donations and Bequests (to government) Dorneywood Trust Drainage Council for Northern Ireland Driver and Vehicle Licensing Agency (DVLA) Dunstaffnage Marine Laboratory East Midlands Cultural Consortium East Midlands Development Agency East Midlands Regional Aggregation Body East of England Development Agency East of England International Ltd East of England Regional Aggregation Body Eastern Health and Personal Social Services Board Eastern Regional Development Agency Eblex Ltd Economic and Social Research Council Economic Research Institute of Northern Ireland Eileen Trust Elected Regional Assemblies Electoral Commission Employment Appeal Tribunal Employment Service Employment Tribunals Service Energy Advisory Panel Engineering and Physical Sciences Research Council Engineering Construction Industry Training Board (ECITB) England Marketing Advisory Board English Heritage (The Historic Buildings and Monuments Commission for England) Enterprise Ulster Environment Agency
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Environment and Heritage Service Equality and Human Rights Commission Equality Commission for Northern Ireland Ethnic Minority Business Forum Exchange Equalisation Account Expert Advisory Group on AIDS Expert Group on Vitamins and Minerals (established 99q2) Expert Panel on Air Quality Standards Export Guarantees Advisory Council Extra Parliamentary Panel Fair Employment Tribunal Family Health Services Appeal Authority Family Proceedings Rules Committee Farm Animal Welfare Council Farming and Rural Conservation Agency FE Improvement Ltd (t/a Learning and Skills Improvement Service) Film Council Finance Wales Plc Financial Reporting Advisory Board Financial Reporting Council Financial Services and Markets Appeal Tribunal Financial Services Compensation Scheme (FSCS) Firearms Consultative Committee FiReBuy Fisheries Conservancy Board for Northern Ireland Fisheries Research Services Food Advisory Committee Food and Environment Research Agency (Fera) Food from Britain Food Standards Agency Football Licensing Authority Foreign and Commonwealth Office Foreign Compensation Commission Forensic Science Service Northern Ireland Foresight Steering Group Forest Research Agency Forestry Commission Forth Estuary Transport Authority Fuel Cells Advisory Panel Further Education Corporations Gaelic Development Agency Gambling Commission Gangmasters Licensing Authority Gas and Electricity Consumers' Council Geffrye Museum Trust Ltd Gene Therapy Advisory Committee General Commissioners of Income Tax General Consumer Council for Northern Ireland General Register Office for Scotland (GROS)
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Government Office Supplies Contract Schedule A (Specification of Requirements)
General Social Care Council General Teaching Council for England General Teaching Council for Northern Ireland General Teaching Council for Scotland Genetics and Insurance Committee Government Actuary's Department Government Annuities Investment Fund Government Car and Despatch Agency Government Communications Headquarters Government Equalities Office Government Hospitality Fund Advisory Committee for the Purchase of Wine Government Purchasing Agency (Northern Ireland) Government-Industry Forum on non-food uses of crops Groundwork Trusts Groundwork UK Hannah Research Institute Health and Safety Commission Health and Safety Executive Health and Safety Executive for Northern Ireland Health and Social Care Regulation and Quality Improvement Authority (Northern Ireland) Health and Social Care Trusts (Northern Ireland) Health Appointments Advisory Committee Health Board (Scotland) Health Development Agency Health Education Board for Scotland Health Estates (Northern Ireland) Health Professions Council Health Protection Agency Her Majesty's Prison Service Her Majesty's Revenue & Customs Her Majesty's Treasury Heritage Lottery Fund HGCA Ltd High Speed 2 Ltd Higher Education Funding Council for England Higher Education Funding Council for Wales Highlands and Islands Airports Highlands and Islands Enterprise Highways Agency Hill Farming Advisory Committee for Scotland Hill Farming Advisory Sub-Committee for Wales Historic Buildings Council Historic Buildings Council for Scotland Historic Buildings Council for Wales Historic Monuments Council (Northern Ireland) Historic Scotland HM Crown Prosecution Service Inspectorate Home Office Homes and Community Agency
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Honorary Investment Advisory Committee Honours Scrutiny Committee Horniman Museum Horserace Betting Levy Appeals Tribunal for England and Wales Horserace Betting Levy Appeals Tribunal for Scotland Horserace Betting Levy Board Horticultural Development Company Ltd Horticulture Research International House of Lords Appointments Commission Houses of Parliament Housing Benefit Review Boards Human Fertilisation and Embryology Authority Human Genetics Commission Human Tissue Authority Hywel Dda Local Health Board Identity and Passport Service Immigration Appellate Authorities Immigration Services Tribunal Imperial War Museum Import Parity Price Panel Independent Advisory Group on Teenage Pregnancy Independent Housing Ombudsman Limited Independent Living Fund Independent Monitoring Board for the Military Corrective Training Centre Independent Police Complaints Commission Independent Review Services for Social Fund Independent Safeguarding Authority Indian Family Pension Funds Body of Commissioners Industrial Development Advisory Boards Industrial Development Board for Northern Ireland Industrial Injuries Advisory Council Industrial Research and Technology Unit (Advisory Board) Industrial Training Boards Industrial Tribunals (Northern Ireland) Industry Department for Scotland Information Commissioner's Office Information Tribunal Inland Waterways Amenity Advisory Council Insolvency Practitioners Tribunal Insolvency Rules Committee Insolvency Service Insolvency Service Investment Account Institute for Animal Health Institutions of Further Education (Northern Ireland) Intelligence Services Tribunal Interception of Communications Tribunal International Oil and Gas Business Advisory Board International Rail Regulator (IRR) Intervention Board
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Invest Northern Ireland Investigatory Powers Tribunal Investors in People UK (IipUK) Irish Land Purchase Fund Isaac Newton Group of Telescopes Joint Astronomy Centre Joint Committee on Vaccination and Immunisation Joint Nature Conservation Committee Joint Prison/Probation Accreditation Panel Judge Advocate General Judicial Studies Board Justices of the Peace Advisory Committees (Scotland) Juvenile Justice Board Kings College Hospital NHS Trust Know How Fund Advisory Board Labour Relations Agency Laganside Corporation Land Reform Advisory Committee for Northern Ireland Land Registers of Northern Ireland Land Registration Rules Committee Lands Tribunal Lands Tribunal for Scotland Law Commission Law Reform Advisory Committee for Northern Ireland Learning and Teaching Scotland Leasehold Advisory Service Legacy Trust UK Limited Legal Aid Advisory Committee for Northern Ireland Legal Secretariat to the Law Officers Legal Services Board Legal Services Commission Legal Services Complaints Commissioner Legal Services Consultative Panel Legal Services Ombudsman Library and Information Services Council (Wales) Life and other Annuities Warrent Account LINK Board Livestock and Meat Commission for Northern Ireland Living East (East of England Cultural Consortium) Local Better Regulation Office Local Enterprise Development Unit Local Government Boundary Commission for Scotland Local Government Boundary Commission for Wales Local Government Commission for England London & Continental Railways Limited London Aggregation Body London Olympic Bid Company London Organising Committee of the Olympic Games (LOCOG) London Thames Gateway Development Corporation
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Lord Chancellor's Department Lord Chief Justice, The Low Pay Commission Macaulay Land Use Research Institute MacFarlane Trust Magnox North Ltd. (s. BNFL) Magnox South Ltd. (s. BNFL) Marine and Aviation (War Risks) Fund Marine Management Organisation Maritime and Coastguard Agency Marshall Aid Commemoration Commission Master of the Rolls Measurement Advisory Committee Meat Hygiene Advisory Committee Meat Hygiene Appeals Tribunal for England and Wales Meat Hygiene Service Medical Appeal Tribunals Northern Ireland Medical Research Council Medical Supply Agency Medical Workforce Standing Advisory Committee Medicines Commission Mental Health Review Tribunal Mental Health Review Tribunal for Northern Ireland Mental Health Tribunal for Wales Mental Welfare Commission for Scotland Metropolitan Police Committee Ministry of Defence Ministry of Defence Police & Guarding Agency Ministry of Justice Misuse of Drugs Advisory Board Misuse of Drugs Professional Panel Misuse of Drugs Tribunal Monitor – Independent Regulator of NHS Foundation Trusts Moredun Research Institute MRC Centre for Protein Engineering MRC Centre, Cambridge (administrative centre) MRC Centre, London (administrative centre) MRC Centre, Oxford (administrative centre) MRC Clinical Sciences Centre (CSC) MRC Clinical Trials Unit MRC Cognition and Brain Sciences Unit MRC Dunn Human Nutrition Unit MRC Environmental Epidemiology Unit MRC Functional Genetics Unit MRC Harwell (administrative centre) MRC Head Office (administrative centre) MRC Health Services Research Collaboration MRC Human Genetics Unit MRC Human Immunology Unit
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MRC Human Movement and Balance Unit MRC Human Reproductive Sciences Unit MRC Hutchinson Centre MRC Immunochemistry Unit MRC Institute for Environment and Health MRC Institute of Hearing Research MRC Institute of Molecular Biology (LMB) MRC Laboratories, the Gambia MRC Mammalian Genetics Unit MRC Molecular Haematology Unit MRC Mouse Genome Centre MRC Muscle and Cell Motility Unit MRC National Institute for Medical Research (NIMR) MRC Prion Unit MRC Protein Phosphorylation Unit MRC Radiation and Genome Stability Unit MRC Resource Centre for Human Nutrition Research MRC Social and Public Health Sciences Unit MRC Toxicology Unit MRC Uganda Programme MRC Virology Unit Museum of Science and Industry in Manchester Museums Libraries and Archives Council National Aggregation Body (NAB) National Archives National Archives of Scotland National Army Museum National Assembly for Wales National Audit Office National Biological Standards Board (UK) National Board for Nursing, Midwifery and Health Visiting for Northern Ireland National Board for Nursing, Midwifery and Health Visiting for Scotland National Clinical Assessment Authority National College for School Leadership National Consumer Council National Council for Education and Training for Wales National Crime Squad National Criminal Intelligence Service National Employer Advisory Board National Endowment for Science and Technology and the Arts (NESTA) National Expert Group on Transboundary Air Pollution National Forest Company National Galleries of Scotland National Gallery National Health Service Foundation Trusts National Health Service Information Authority National Health Service Litigation Authority National Health Service Tribunal National Health Service Trusts
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National Health Service Trusts (Wales) National Heritage Memorial Fund National Heritage Memorial Fund Investment Account National Institute of Clinical Excellence National Insurance Contributions Office National Insurance Fund National Investment and Loans Office National Library of Scotland National Library of Wales National Loans Fund National Lottery Commission National Lottery Distribution Fund National Lottery UK Sports Council Lottery National Maritime Museum National Measurement Office, The National Measurement Office, The National Museum of Science and Industry National Museum of Scotland National Museum of the Royal Navy National Museums and Galleries of Northern Ireland National Museums and Galleries of Wales National Museums Liverpool National Portrait Gallery National Probation Service for England and Wales National Radiological Protection Board National Research Development Corporation National Savings Bank (Ordinary and Investment accounts) National Savings Stock Register Cash Account National School of Government National Specialist Commissioning Advisory Group Natural England Natural Environment Research Council Natural History Museum NESTA Endownment Account New Deal Task Force NHS 24 NHS Confederation, The NHS Direct NHS Trust (England) NHS Institute for Innovation and Improvement NHS Pensions Agency NHS Trusts (England) North East Regional Aggregation Body North Eastern Education and Library Board North West Cultural Consortium North West Regional Aggregation Body North West Regional Development Agency Northern Health and Personal Social Services Board Northern Health and Social Care Trusts Northern Ireland Advisory Committee on Telecommunications
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Northern Ireland Ambulance Service Health and Social Security Care Trust, The Northern Ireland Authority for Energy Regulation Northern Ireland Blood Transfusion Service Agency Northern Ireland Building Regulations Advisory Committee Northern Ireland Child Support Agency Northern Ireland Consolidated Fund Northern Ireland Consumer Committee for Electricity Northern Ireland Council for Postgraduate Medical and Dental Education Northern Ireland Council for the Curriculum Examinations & Assessment (NICCEA) Northern Ireland Court Service Northern Ireland Economic Development Council Northern Ireland Education and Library Boards Northern Ireland Fire and Rescue Board Northern Ireland Fishery Harbour Authority Northern Ireland Government Departments Northern Ireland Guardian Ad Litem Agency (NIGALA) Northern Ireland Higher Education Council Northern Ireland Human Rights Commission Northern Ireland Industrial Court Northern Ireland Industrial Tribunals Northern Ireland Local Government Officer‟s Superannuation Committee Northern Ireland Memorial Fund Northern Ireland Museums Council Northern Ireland Office Northern Ireland Ombudsman Northern Ireland Police Fund Northern Ireland Policing Board Northern Ireland Prison Service Northern Ireland Regional Medical Physics Agency (NIRMPA) Northern Ireland Review Body (Driver, Operator and Vehicle Licensing) Northern Ireland Rural Development Council Northern Ireland Schools Northern Ireland Social Care Council (NISCC) Northern Ireland Statistics and Research Agency Northern Ireland Strategic Investment Board Ltd Northern Ireland Tourist Board Northern Ireland Water Council Northern Ireland Water Limited Nuclear Decommissioning Authority Nuclear Liabilities Fund Trust Company Nurses, Midwives, Health Visitors and Professions Allied to Medicine Pay Review Body Office for Fair Access Office for Standard in Education (Ofsted) Office for the Regulation of Electricity and Gas (OFREG) (Northern Ireland) Office of Fair Trading Office of Gas and Electricity Markets (OFGEM) Office of Health Professionals Adjudicators Office of Her Majesty's Chief Inspector of Schools in England Office of HM‟s Chief Inspector of Schools (Wales) (Estyn)
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Office of Legal Complaints Office of Qualifications and Examinations Regulator (Ofqual) Office of Rail Regulation (ORR) Office of the Children's Commissioner Office of the Commissioner for Public Appointments Office of the Commissioner for Public Appointments in Scotland Office of the Immigration Services Commissioner (OISC) Office of the Information Commissioner Office of the Northern Ireland Commissioner for Administration Office of the Northern Ireland Commissioner for Complaints Office of the Parliamentary Commissioner and Health Service Commissioners Office of the Paymaster General Office of the Scottish Charity Regulator (OSCR) Office of the Secretary of State for Wales Office of the Surveillance Commissioners Office of Water Services (OFWAT) OFWAT National Customer Council Olympic Delivery Authority Olympic Lottery Distributor One North East Overseas Service Pensions Scheme Advisory Board Parades Commission Parliamentary and Health Service Ombudsman Parliamentary Boundary Commission for England Parliamentary Boundary Commission for Wales Parole Board Parole Board for Scotland Partnership Fund Assessment Panel Partnerships for Church of England Schools Partnerships for Schools Passenger Transport Executive Group Ltd (PTEG Ltd) Patient Client Council Patient Client Council (Northern Ireland) Pensions Advisory Service (The) Pensions Appeal Tribunal Pensions Appeal Tribunal for Scotland Pensions Ombudsman Pensions Regulator People, Pay and Pensions Agency Persons Hearing Consumer Credit Licensing Appeals Persons Hearing Estate Agents Appeal Pesticides Residue Committee Pharmacists‟ Review Panel Pig Production Development Committee Place Names Advisory Committee Planning Appeals Commission Planning Inspectorate Planning Service (Northern Ireland) Plant Varieties and Seeds Tribunal
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Plymouth Marine Laboratory Pointsforlife Ltd Poisons Board Poisons Board (Northern Ireland) Police Advisory Board for England and Wales Police Arbitration Tribunal Police Discipline Appeals Tribunal Police Negotiating Board Police Ombudsman for Northern Ireland (Independent Commission for Police Complaints for Northern Ireland) Police Service of Northern Ireland Policyholders' Protection Board Post Qualification Education Board for Health Science Pharmacists in Scotland Postal Services Commission Potato Council Ltd Powys Teaching Local Health Board Prescription Pricing Authority Primary Care Trusts Privy Council Office Probation Board for Northern Ireland Probation Trusts Property Advisors to the Civil Estate (PACE) Property Advisory Group Proudman Oceanographic Laboratory Public Guardianship Office Public Health Laboratory Service Board Public Health Wales NHS Trust Public Lending Right and the Public Lending Right Advisory Committee Public Records Office of Northern Ireland Public Services Ombudsman for Wales Public Services Productivity Panel Unit Qualifications and Curriculum Development Agency Qualifications, Curriculum and Assessment Authority for Wales Race Relations Forum Radioactive Waste Management Advisory Committee Rail Passengers Council Rail Users‟ Consultative Committees Railsale Rampton Hospital Authority Rate Collection Agency (Northern Ireland) Rathgael & White Abbey Training Regional Agency for Public Health and Social Well-being (Northern Ireland), The Regional Aggregation Bodies Regional Business Services Organisation Regional Business Services Organisation (Northern Ireland) Regional Flood Defence Committees Regional Health and Social Care Board Regional Health and Social Care Board (Northern Ireland) Regional Health Authorities Regional Industrial Development Boards
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Registered Homes Tribunal (Northern Ireland) Registered Inspectors of Schools Appeals Tribunal Registered Inspectors of Schools Appeals Tribunal (Wales) Registered Nursery Education Inspectors Appeals Tribunal Registrar of Occupational and Personal Pension Schemes Registrar of the Public Lending Right Renewable Energy Advisory Committee Renewable Fuels Agency Rent Assessment Panels (Northern Ireland) Rent Assessment Panels (RAPS) Rent Assessment Panels (Scotland) Rent Assessment Panels (Wales) Rent Service (The) Research Councils Resource: The Council for Museums Archives and Libraries Revenue and Customs Prosecutions Office Review Board for Government Contracts Reviewing Committee on the Export of Works of Art Rivers Agency (Northern Ireland) Roads Service (Northern Ireland) Rowett Research Institute Royal Air Force Museum Royal Armouries Museum Royal Botanic Garden, Edinburgh Royal Botanic Gardens, Kew Royal Commission on Environmental Pollution Royal Commission on the Ancient and Historical Monuments of Scotland Royal Commission on the Ancient and Historical Monuments of Wales Royal Fine Art Commission for Scotland Royal Hospital, Chelsea Royal Household Royal Marines Museum Royal Mint Advisory Committee on the Design of Coins, Medals, Seals and Decorations Royal Naval Museum Royal Naval Submarine Museum Royal Parks Agency Royal Patriotic Fund Royal Ulster Constabulary George Cross Foundation Rural Payments Agency Rutherford Appleton Laboratory School Food Trust School Support Staff Negotiating Body School Teachers‟ Review Body Science and Technology Facilities Council Scientific Advisory Committee on Nutrition (SACN) Scientific Committee on Tobacco and Health Scotland Office Scottish Advisory Committee on Distinction Awards Scottish Advisory Committee on Drug Misuse
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Scottish Advisory Committee on Telecommunications Scottish Advisory Committee on the Medical Workforce Scottish Agricultural College Scottish Agricultural Science Agency Scottish Agricultural Wages Board Scottish Childrens‟ Reporter Administration Scottish Commission for the Regulation of Care Scottish Consolidated Fund Scottish Consumer Council Scottish Conveyancing and Executry Services Board Scottish Council for Post-Graduate Medical Education and Dental Education Scottish Council for Research in Education Scottish Courts Scottish Criminal Cases Review Commission Scottish Crop Research Institute Scottish Education Department Scottish Enterprise Scottish Environment Protection Agency Scottish Executive Scottish Fisheries Protection Agency Scottish Further & Higher Education Funding Council (Scottish Funding Council) Scottish Further Education Unit Scottish Homes Residuary Body Scottish Hospital Endowments Research Trust Scottish Hospital Trust Scottish Human Rights Commission Scottish Industrial Development Advisory Board Scottish Information Commissioner Scottish Joint Industry Board Scottish Law Commission Scottish Legal Aid Board Scottish Natural Heritage Scottish Parliamentary Corporate Body Scottish Police Services Authority Scottish Prison Service Scottish Public Pensions Agency Scottish Public Services Ombudsman Scottish Qualifications Authority Scottish Records Advisory Council Scottish Social Services Council Scottish Standing Committee for the Calculation of Residual Values of Fertilisers and Feeding stuffs Scottish Studentship Selection Committee Scottish Valuation and Rating Council SE Corporate Services SE Development Department SE Education Department SE Enterprise and Lifelong Learning Department SE Finance SE Health Department
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SE Justice Department SE Rural Affairs Department SE Secretariat Sea Fish Industry Authority Secretary of State's (Electricity) Fisheries Committee Secretary of States Advisory Committee on Scotland‟s Travelling People Secretary of States Advisory Panel of Economic Consultants Section 706 Tribunal Security and Intelligence Services Security Commission Security Industry Authority Security Service Tribunal Security Vetting Appeals Panel Senior Salaries Review Body Sentencing Advisory Panel Serious Fraud Office Service Children‟s Education Service Personnel and Veterans Agency Sianel Pedwar Cymru (S4C) (Welsh Fourth Channel Authority) Sir John Soane‟s Museum SITPRO Limited (Simpler Trade Procedures Board) Skills Funding Agency Skipton Fund Limited Social Fund Social Security Advisory Committee Social Security Agency (Northern Ireland) Social Services Inspectorate for Wales Advisory Group (WO) South East England Cultural Consortium South East England Development Agency South East Regional Aggregation Body South Eastern Education and Library Board South Eastern Health and Social Care Trust South West of England Development Agency South West Regional Aggregation Body South West Regional Cultural Consortium Southern Education and Library Board Southern Health and Personal Social Services Board Southern Health and Social Care Trust Special Education Needs Tribunal (SENT) Special Health Authorities Special Services Group Specialist Advisory Committee on Antimicrobial Resistance Spectrum Management Advisory Group Spoliation Advisory Panel Spongiform Encephalopathy Advisory Committee Sport England Sports Council for Northern Ireland Sports Council for Wales Sports Council for Wales National Lottery
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Sports Council Trust Company Sportscotland St Mary's University College Staff Commission for Education & Library Boards Standards Board for England Standards Commission for Scotland Standing Advisory Committee on Industrial Property Standing Dental Advisory Committee Standing Pharmaceutical Advisory Committee State Hospitals Board for Scotland Statistics Advisory Committee Statute Law Committee for Northern Ireland Steering Committee on Pharmacy Postgraduate Education Stranmillis University College (Belfast) Strategic Health Authorities (England) Strategic Investment Board Student Awards Agency For Scotland Student Loans Company Ltd (SLC) Sustainable Development Commission Sustainable Development Education Panel Tate Gallery Tay Road Bridge Joint Board Teacher Training Agency (TTA) Technology Strategy Board Tenant Services Authority The Attorney General's Office The Crime Concern, Marks and Spencer, Groundwork Partnership (t/a Youth Works) The Skills Development Scotland Co. Limited (t/a Skills Development Scotland) The UK Commission for Employment and Skills Theatres Trust Thurrock Thames Gateway Development Corporation Traffic Commissioners/ Licensing Authorities Training and Development Agency Training and Employment Agency (Advisory Board) Training Schools Management Boards Northern Ireland Transitional Child Trust Fund Transport Tribunal Treasure Valuation Committee Treasury Solicitor Tribunal under Schedule 11 of the Health and Personal Social Services (NI) Order 1972 UK Anti Doping Limited UK Astronomy Technology Centre - Edinburgh UK Commission for Employment and Skills UK Debt Management Office UK Financial Investments Ltd (UKFI) UK Human Genome Mapping Project resource centre UK Medical Ventures Fund/MVM Limited UK Sport UK Statistics Authority - including the Office for National Statistics
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UK Trade and Investment Ulster American Folk Park Ulster Supported Employment Ltd Unclaimed Redemption Monies Unclaimed Stock and Dividends Account Unified Appeal Tribunal United Kingdom Advisory Panel for Health Care Workers infected with bloodbourne viruses United Kingdom Atomic Energy Authority (UKAEA) United Kingdom Register of Organic Food Standards United Kingdom Xenotransplantation Interim Regulatory Authority (UK) University for Industry Charitable Trust University for Industry Limited Unrelated Live Transplant Regulatory Authority Urban Development Corporations Valuation Office Valuation Tribunals Valuation Tribunals (Wales) VAT and Duties Tribunal Vehicle Certification Agency Velindre NHS Trust Veterinary Laboratories Agency Veterinary Medicines Directorate Veterinary Products Committee Veterinary Residues Committee Victoria and Albert Museum Visit Britain Visit Scotland Wales Office Wales Tourist Board Wallace Collection War Pensions Agency (programme) War Pensions Committee Water Appeals Commission Northern Ireland Water Regulations Advisory Committee Welsh Advisory Committee on Telecommunications Welsh Ambulance Services NHS Trust Welsh Assembly Government Welsh Blood Service Welsh Committee for Professional Development of Pharmacy Welsh Community Health Councils Welsh Consumer Council (WCC) Welsh Dental Committee Welsh Development Agency Welsh Industrial Development Advisory Board Welsh Language Board (WLB) Welsh Local Health Boards Welsh Medical Committee Welsh National Board for Nursing, Midwifery and Health Visiting Welsh Nursing and Midwifery Committee
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Welsh Optometric Committee Welsh Pharmaceutical Committee Welsh Scientific Advisory Committee West Midlands Life Cultural Consortium West Midlands Regional Aggregation Body West Northamptonshire Development Corporation Western Education and Library Board Western Health and Personal Social Services Board Western Health and Social Care Trust Westminster Foundation for Democracy Wider Health Working Group Wilton Park Academic Council Wilton Park Executive Agency Women's National Commission Work Force Development Confederations Working Ventures UK (WVUK) York and Humberside Regional Aggregation Body Yorkshire Cultural Consortium Yorkshire Forward Young Persons Learning Agency for England Youth and Family Courts Lay Panel Advisory Committee (Northern Ireland) Youth Council for Northern Ireland Youth Justice Board for England and Wales Zoos Forum
Public Corporations: Architects Registration Board Audit Commission British Broadcasting Corporation British Council Civil Nuclear Police Authority ConstructionSkills Consumer Focus Driving Standards Agency Energy Saving Trust FCO Services Government Communications Bureau Government Security Services Historic Royal Palaces Independent Parliamentary Standards Authority Northern Lighthouse Board (NDPB) Nursing and Midwifery Council Office for Criminal Justice Reform One North East Queen Elizabeth II Conference Centre The Learning Trust UK Hydrographic Office UK Sports
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Valuation Tribunal Service
Named Wider Public Sector Organisations as follows: Basildon District Council Bedfordshire Police Braintree District Council Brentwood Borough Council British Transport Police Cambridge City Council Cambridgeshire Constabulary Castle Point Borough Council Central Bedfordshire Council Chelmsford Borough Council Cherwell District Council Civil Aviation Authority Colchester Borough Council Dacorum Borough Council Epping Forest District Council Essex County Fire and Rescue Service Estuary Housing Association Gloucestershire County Council Greenfields Community Housing Limited Harlow District Council Help the Hospices Hertfordshire Constabulary Hertsmere Borough Council Huntingdonshire District Council London Fire and Emergency Planning Authority London Procurement Programme London South Bank University Maldon District Council Metropolitan Police Service Milton Keynes Council Norfolk Constabulary OFCOM Oxford City Council Oxfordshire County Council, Schools and Outdoor Centres Pension Protection Fund Rochford District Council Royal Hospital Chelsea South Cambridgeshire District Council South Oxfordshire District Council Southend-on-Sea Borough Council St George's Community Housing Suffolk Constabulary Tendring District Council Thurrock Borough Council Uttlesford District Council Vale of White Horse District Council
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Welwyn Hatfield Borough Council West Oxfordshire District Council
Please Note, the following organisations are also eligible to use this Contract:
London Procurement Programme
Primary Care Trusts:
Bexley Care Trust NHS Barking & Dagenham NHS Barnet NHS Brent NHS Bromley NHS Camden NHS City and Hackney NHS Croydon NHS Ealing NHS Enfield NHS Greenwich NHS Hammersmith and Fulham NHS Haringey NHS Harrow NHS Havering NHS Hillingdon NHS Hounslow NHS Islington NHS Kensington and Chelsea NHS Kingston NHS Lambeth NHS Lewisham NHS Newham NHS Redbridge NHS Richmond NHS Southwark NHS Sutton and Merton NHS Tower Hamlets NHS Waltham Forest NHS Westminster NHS Wandsworth
Foundation Trusts:
Camden and Islington NHS Foundation Trust Central and North West London NHS Foundation Trust Chelsea and Westminster Hospital NHS Foundation Trust East London NHS Foundation Trust Guy's and St Thomas' NHS Foundation Trust Homerton University Hospital NHS Foundation Trust King's College Hospital NHS Foundation Trust
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Moorfields Eye Hospital NHS Foundation Trust North East London NHS Foundation Trust Oxleas NHS Foundation Trust Royal Brompton and Harefield NHS Foundation Trust South London and Maudsley NHS Foundation Trust Tavistock and Portman NHS Foundation Trust The Royal Marsden NHS Foundation Trust University College London Hospitals NHS Foundation Trust
Acute Trusts:
Barking Havering and Redbridge University Hospitals NHS Trust Barnet and Chase Farm Hospitals NHS Trust Barts and The London NHS Trust Croydon Health Services NHS Trust Ealing Hospital NHS Trust Epsom and St Helier University Hospitals NHS Trust Great Ormond Street Hospital for Children NHS Trust Imperial College Healthcare NHS Trust Kingston Hospital NHS Trust Lewisham Healthcare NHS Trust Newham University Hospital NHS Trust North Middlesex University Hospital NHS Trust North West London Hospitals NHS Trust Royal Free Hampstead NHS Trust Royal National Orthopaedic Hospital NHS Trust South London Healthcare NHS Trust St George's Healthcare NHS Trust The Hillingdon Hospital NHS Trust The Whittington Hospital NHS Trust West Middlesex University Hospital NHS Trust Whipps Cross University Hospital NHS Trust
Mental Health Trusts:
Barnet Enfield & Haringey MHT South West London and St George's Mental Health NHS Trust West London Mental Health NHS Trust
Community Trusts:
Central London Community Healthcare NHS Trust Hounslow & Richmond Community Healthcare (an NHS Trust from 1 April 2011)
Community Providers (Social Enterprise):
Bromley Social Enterprise Your Healthcare
Ambulance Trust:
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London Ambulance Service NHS Trust
Oxfordshire County Council, Schools and Outdoor Centres
Schools:
All Saints Church of England (Aided) Primary School Appleton Church of England (A) Primary School Ashbury with Compton Beauchamp Church of England (A) Primary School Aston & Cote Church of England Primary School Aston Rowant Church of England Primary School Badgemore Primary School Bampton Church of England Primary School Banbury School Bardwell School Barley Hill Primary School Bartholomew School Bayards Hill Primary School Beckley Church of England Primary School Benson CE Primary School Berinsfield Community Primary School Bicester Community College Bishop Carpenter Church of England Aided Primary School Bishop Loveday Church of England Primary School Bishopswood Special School Bladon Church of England Primary School Blessed George Napier Catholic School Bletchingdon Parochial Church of England Primary School Blewbury Endowed Church of England Primary School Bloxham Church of England Primary School Botley Primary School Brightwell-Cum-Sotwell Church of England (C) Primary School Brize Norton Primary School Brookside Primary School Buckland Church of England Primary School Bure Park Primary School Burford (Secondary) School Burford Primary School Caldecott Primary School Carswell Community Primary School Carterton Community College Carterton Primary School Chadlington Church of England Primary School Chalgrove Community Primary School Charlbury Primary School Charlton Primary School Charlton-On-Otmoor Church of England Primary School Checkendon Church of England Primary School Cheney School
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Chesterton Church of England Primary School Chiltern Edge School Chilton Primary School Chipping Norton School Cholsey Primary School Christopher Rawlins Church of England Voluntary Aided Primary School Church Cowley St James Church of England Primary School Clanfield Church of England Primary School Clifton Hampden Church of England Primary School Combe Church of England Primary School Comper Foundation Stage School Cropredy Church of England Primary School Crowmarsh Gifford Church of England School Culham Parochial Church of England School Cumnor Church of England School Cutteslowe Primary School Dashwood Community School Deddington Church of England Primary School Didcot Girls' School Dorchester St Birinus Church of England School Dr Radcliffe's Church of England (Aided) Primary School Dr South's Church of England (Aided) Primary School Drayton Community Primary School Dry Sandford Primary School Ducklington Church of England Primary School Dunmore Primary School East Oxford Primary School Edith Moorhouse Primary School Edward Feild Nursery School Edward Feild Primary School Elms Road Nursery School Enstone Primary School Ewelme Church of England (Aided) Primary School Eynsham Community Primary School Faringdon Community College Faringdon Infant School Faringdon Junior School Finmere Church of England Primary School Finstock Church of England Primary School Fir Tree Junior School Fitzharrys School Fitzwaryn School Five Acres Nursery School Five Acres Primary School Frank Wise School Freeland Church of England Primary School Fringford Church of England Primary School Fritwell Church of England Voluntary Controlled Primary School Garsington Church of England Primary School
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Gateway Primary School Gillotts School Glory Farm Primary School Goring Church of England Aided Primary School Gosford Hill School Grandpont Nursery School Great Milton Church of England Primary School Great Rollright Church of England (Aided) Primary School Great Tew Primary School Grove Church of England School Hagbourne Church of England Primary School Hailey Church of England Primary School Hanborough Manor Church of England School Hanwell Fields Community School Hardwick Community School Harriers Ground Community Primary School Harwell Community Primary School Headington Quarry Foundation Stage School Hill View Primary School Holy Trinity Catholic Primary School Hook Norton Church of England Primary School Hornton Primary School Horspath Church of England Primary School Icknield Community College Iffley Mead School John Blandy Voluntary Controlled Primary School John Hampden Nursery School John Hampden Primary School John Mason School John Watson School Kidmore End Church of England (Aided) Primary School King Alfred's King's Meadow School Kingfisher School Kingham Primary School Kirtlington Church of England School Ladygrove Park Primary School Langford Village Community Primary School Langtree School Larkmead School Larkrise Primary School Launton Church of England School Leafield Church of England (Controlled) Primary School Lewknor (Church of England) Primary School Little Milton Church of England Primary School Long Furlong Primary School Long Wittenham (Church of England) Primary School Longcot & Fernham Church of England School Longfields Primary School
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Longworth Primary School Lord Williams's School Lydalls Nursery School Mabel Prichard School Madley Brook Community Primary School Manor School Marcham Church of England Primary School Marsh Baldon Church of England Controlled School Matthew Arnold School Meadowbrook College Middle Barton School Mill Lane Community Primary School Millbrook Primary School Nettlebed Community School New Hinksey Church of England Primary School New Marston Primary School North Hinksey Church of England Primary School North Kidlington School North Leigh Church of England Primary School North Oxfordshire Academy Northbourne Church of England Primary School Northern House School Northfield School Orchard Fields Community School Orchard Meadow Primary School Our Lady Of Lourdes Catholic Primary School, Witney Our Lady's Catholic Primary School Oxford Spires Academy Oxfordshire Hospital School Pegasus Primary School Peppard Church of England Primary School Queen's Dyke Community Primary School Queensway School Radley Church of England Primary School Rose Hill Primary School Royal Air Force Benson Community Primary School Rush Common School Sacred Heart Catholic Primary School, Henley-on-Thames Sandhills Community Primary School Shellingford Church of England (Voluntary Aided) School Shenington Church of England Primary School Shiplake Church of England Primary School Shrivenham Church of England (Controlled) Primary School Sibford Gower Endowed Primary School Slade Nursery School Sonning Common School South Moreton School South Stoke Primary School Southwold Primary School
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Springfield School SS Mary and John Church of England Primary School St Aloysius' Catholic Primary School St Amand's Catholic Voluntary Aided Primary School, East Hendred St Andrew's Church of England Primary School St Andrew's Church of England Primary School, Chinnor St Barnabas' Church of England (Aided) Primary School St Birinus School St Blaise Church of England Primary School St Christopher's Church of England Primary School St Christopher's Church of England Primary School, Langford St Ebbe's Church of England Primary School St Edburg's Church of England (VA) School, Bicester St Edmund's Catholic Voluntary Aided Primary School, Abingdon St Francis Church of England Primary School St Gregory the Great Catholic School St James Church of England Primary School, Hanney St John Fisher Catholic Primary School, Oxford St John The Evangelist Church of England Primary School St John's Catholic Primary School St John's Primary School St Joseph's Catholic Primary School, Banbury St Joseph's Catholic Primary School, Carterton St Joseph's Catholic Primary School, Oxford St Joseph's Catholic Primary School,Thame St Kenelm's Church of England (VC) Primary School St Laurence Church of England Primary School St Leonard's Church of England Primary School St Mary's Catholic Primary School, Bicester St Mary's Church of England (Aided) Primary School, Chipping Norton St Mary's Church of England (Controlled) Infant School St Mary's Church of England (VC) Primary School, Banbury St Michael's Church of England Aided Primary School, Oxford St Michael's Church of England Primary School, Steventon St Nicholas C of E Infants' School & Foundation Stage, Wallingford St Nicholas Church of England Primary School, East Challow St Nicholas' Primary School St Nicolas Church of England Primary School, Abingdon St Peter's Church of England (VA) Infants' School St Peter's Church of England Primary School, Cassington St Philip and St James' Church of England Voluntary Aided Primary School St Swithun's Church of England Primary School St Thomas More Catholic Primary School Stadhampton Primary School Standlake (Church of England) Primary School Stanford-In-The-Vale Church of England Primary School Stanton Harcourt Church of England Primary School Stephen Freeman Community School Stockham Primary School
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Stoke Row Church of England Primary School Stonesfield Primary School Sunningwell Church of England Primary School Sutton Courtenay Church of England Primary School Tackley Church of England Primary School Tetsworth Primary School Thameside Primary School The Ace Centre Nursery School The Batt Church of England Aided Primary School, Witney The Blake Church of England (Aided) Primary School The Cherwell School The Cooper School The Grange Community Primary School The Hendreds Church of England Primary School The Henry Box School The John Henry Newman Church of England (Aided) Primary School The Marlborough Church of England School The Oxford Academy The Ridgeway Church of England (C) Primary School, Childrey The Warriner School Thomas Reade Primary School Tower Hill School Trinity Church of England Primary School Uffington Church of England Primary School Valley Road School Virtual School for Looked After Children Wallingford School Wantage Church of England Primary School Watchfield Primary School Watlington Primary School West Kidlington Nursery School West Kidlington Primary School West Oxford Community Primary School West Witney Primary School Wheatley Church of England (C) Primary School Wheatley Nursery School Wheatley Park School Whitchurch Primary School William Fletcher Primary School William Morris School Willowcroft Community School Windale Primary School Windmill Primary School Witney Community Primary School Wolvercote Primary School Wood Farm Primary School Wood Green School Woodcote Primary School Woodeaton Manor School
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Woodstock Church of England Primary School Wootton St Peter Church of England School Wootton-by-Woodstock Church of England (Aided) Primary School Wroxton Church of England Primary School Wychwood Church of England Primary School
Outdoor Centres:
Hill End Kilvrough Manor Oxford & District School Sailing Association Riverside Centre Woodlands Yenworthy Lodge
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Government Office Supplies Contract Schedule A (Specification of Requirements)
ANNEX B
GOVERNMENT CATALOGUE
The Goods listed within the embedded spreadsheet below are included within the Government Catalogue and will be required by Customers during the Contract Period.
Government Catalogue
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ANNEX C
CLOSED LOOP SERVICE LEVEL OPTIONS
The Contractor will provide 4 service levels: Service Level 1 Non-confidential un-shredded or pre-shredded paper waste Service Level 2 Confidential waste: Off-site shredding Service Level 3 Confidential waste: On-site shredding Service Level 4 Bespoke The security marking and service level required will be determined by the Customer. The Contractor must have the infrastructure in place to provide all service levels across the whole of the UK, including remote locations in Scotland, Wales and Northern Ireland, and to ensure that the resulting shredded and collected waste is recycled. The Contractor and Customer must make a reasoned judgement and reach agreement as to when this would be practicable. The Contractor must operate to the EN 15713:2009 (E) process standard for both on-site and off-site document destruction, and this must be fully incorporated within a BS EN ISO 9001:2008 approved quality management process. This requirement applies to every aspect of the service, including staff, vehicles, business premises and recycling centres, and must encompass all of the volumes and processes involved in meeting Customers‟ requirements. Service Level 1 Non-confidential un-shredded or pre-shredded paper waste Non-confidential and pre-shredded waste can be collected and taken directly to hub or distribution centre for baling. Service Level 2 Confidential waste: Off-site shredding Waste that is intended for off-site destruction is stored in lockable 120 litre bins, lockable 240 litre bins or suitable equivalents and (in a small minority of cases) sacks, prior to collection by the Contractor. The large majority of containers / sacks must be collected from their locations within Customer premises; they will not be transported to “goods-in” / reception areas except in a very small number of instances. Please note that for larger Premises, this can take a considerable time. The Contractor must return the emptied bins to their allocated location within the Customer‟s building prior to their departure. The Contractor must be capable of ensuring the absolute security of the confidential waste paper, from collection to destruction and recycling. Two distinct service requirements exist in relation to off-site destruction: (a) Bin swap A lockable container is removed and replaced by an empty one before the collection vehicle leaves the premises. (b) Decanting The waste from the lockable container or sack is transferred into a secure container on the vehicle for transportation off-site.
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A waste transfer certificate must be provided after each collection of documents, signed by the Customer‟s member of staff on-site prior to departure, and listing the number and type of containers collected. Following destruction, a certificate of destruction must be provided for each collection made, cross referencing the transaction number, the number of types of containers, and the name of the authorised person that has witnessed the destruction. Service Level 3 Confidential waste: On-site shredding The security arrangements of some Customers may require additional secure management of their paper waste. This could include on-site shedding performed in secure shredding vehicles at the Customer‟s own site(s). Some Customers may mandate the provision of two man crews across all Premises. The Contractor will need to agree resource requirements with Customers. A certificate of destruction must be provided after each collection of waste paper has been destroyed, specifying who has witnessed the destruction and the weight of material destroyed. The Contractor must be capable of ensuring the absolute security of the confidential waste paper, from collection to destruction and recycling. Service Level 4: Bespoke Customers may require as part of their document management processes additional document destruction of extensive archived material. This could also include Premises with specific and specialist security requirements e.g. HM Prison Service, MoD etc. Service Summary
1 2 3 4
Non- Confidential Confidential Bespoke Service Level confidential un- waste: waste: shredded or Off-site On-site pre-shredded shredding shredding paper waste
Collection of un- At Customer‟s shredded or pre- request shredded waste × ×
Collection of At Customer‟s confidential request waste ×
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Government Office Supplies Contract Schedule B (Contractor’s Solution)
SCHEDULE B – CONTRACTOR’S SOLUTION
PART A
ONLINE RESPONSES
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Government Office Supplies Contract Schedule B (Contractor’s Solution)
PRELIMINARY QUESTIONNAIRE 1 - Organisation Details 1.1 Please state the full name of the Banner Business Services Limited organisation tendering (or the full name of the organisation acting as lead contact where a consortium bid is being submitted). 1.2 Please state the registered office Banner Business Services Limited address. St. Crispin's House Duke Street Norwich NORFOLK NR3 1PD 1.3 Please state the company or charity 3658750 registration number. 1.4 Please state the VAT registration GB 731 8604 39 number. 1.5 Please state the name of the office2office (UK) plc immediate parent company. 1.6 Please state the type of organisation. Limited company 1.7 Please state the type of organisation if Not Applicable “Other” has been selected in 1.6 above. Please state “Not Applicable” if “Other” has not been selected in 1.6 above. 2 - Contact Details 2.1 Please state the contact‟s name. [Redacted Text] Customer Operations Director 2.2 Please state the contact‟s address. Banner Business Services Limited St Crispin's House Duke Street Norwich Norfolk 2.3 Please state the contact‟s postcode. NR3 1PD 2.4 Please state the contact‟s country. England 2.5 Please state the contact‟s telephone The preferred contact number for number. [Redacted Text] is the mobile number provided at 2.6 below. However, an alternative number available for the Contracting Authority is: [Redacted Text].
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2.6 Please state the contact‟s mobile [Redacted Text] number. 2.7 Please state the contact‟s e-mail [Redacted Text] address. 3 - Consortia and Sub-contracting 3.1 Please state whether: - (i) the Prime Contractor using third parties to organisation is bidding to provide the provide some requirements requirements itself; (ii) the organisation is bidding in the role of Prime Contractor and intends to use third parties to provide some of the requirements, or (iii) the Potential Provider is a consortium. 3.2 If your response to 3.1 above is “(ii) Banner has provided its Supply Chain Prime Contractor using third parties to Composition within attachment provide some requirements” or “(iii) FILENAME 3.2 Supply Chain Potential Provider is a consortium”, Composition. please indicate in a separate annex (submitted as an attachment to your Tender) the composition of the supply chain, indicating which member of the supply chain (which may include the Potential Provider solely or together with other providers) will be responsible for the elements of the requirement. Within the answer box, please provide the filename of the annex or state “Not Applicable” if you have selected “(i) Bidding to provide requirements itself” in response to 3.1 above. 3.3 If your response to 3.1 is “(iii) Potential Not Applicable Provider is a consortium”, please confirm whether: - (i) the Potential Provider is acting as lead organisation and therefore will have full responsibility for liabilities and delivery of the Contract should it be successful; (ii) all members of the consortium will share joint and several liability (JSL); or (iii) whether a Special Purpose Vehicle (SPV) will be established should the consortia be successful and awarded the Contract. Please select “Not Applicable” if your response to 3.1 is not “(iii) Potential Provider is a consortium”.
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3.4 If your response to 3.1 is “(iii) Potential Not Applicable Provider is a consortium”, please state in a separate annex (submitted as an attachment to your Tender): - (i) the members of the consortium; (ii) the company or charity registration number of each member; and (iii) the contribution and/or percentage shareholding of each member (if an SPV or sharing JSL). Within the answer box, please provide the filename of the annex or state “Not Applicable” if your response to 3.1 is not “(iii) Potential Provider is a consortium”. 4 - Non UK Businesses 4.1 Please state whether your business is Not Applicable registered with the appropriate trade or professional register(s) in the EU member state where it is established (as set out in Annexes IX A-C of Directive 2004/18/EC) under the conditions laid down by that member state. Please state “Not Applicable” if a UK business. 4.2 Please confirm whether it is a legal Not Applicable requirement in the state where you are established for you to be licensed or a member of a relevant organisation in order to provide the requirement in this procurement. Please select “Not Applicable” if a UK business. 4.3 If your response to 4.2 above is “Yes”, Not Applicable please provide details of what is required and confirm that you have complied with this. Please state “Not Applicable” if a UK business or if the response to 4.2 above is “No”. 5 - Variant Tender 5.1 Please state whether you have Yes submitted a Variant Tender. 5.2 If your response to 5.1 above is “Yes”, Please see FILENAME 5.2 - please provide the filename of the Attachment 20 - Variant Tender
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document that has been submitted Template which contains the details of your Variant Tender. Please state “Not Applicable” if your response to 5.1 above is “No”. 5.3 If your response to 5.1 is “Yes”, Product Grouping 1 only please confirm whether the Variant Tender relates to: - Product Grouping 1 only; Product Grouping 2 only; or Both Product Groupings. Please state “Not Applicable” if your response to 5.1 is “No”. 5.4 If your response to 5.1 is “Yes”, Yes please confirm that the Variant Tender is within the parameters set out in paragraph 7.3.5 of the Invitation to Tender. Please select “Not Applicable” if your response to 5.1 is “No”. 5.5 If your response to 5.1 is “Yes”, Yes please confirm that all other elements of your Compliant Tender remain the same (with the exception of the elements described in your Variant Tender). Please select “Not Applicable” if your response to 5.1 is “No”.
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QUALIFICATION QUESTIONNAIRE SECTION A - GROUNDS FOR MANDATORY REJECTION A1 Has your organisation or any directors No or partner or any other person who has powers of representation, decision or control been convicted of conspiracy within the meaning of section 1 of the Criminal Law Act 1977 where that conspiracy relates to participation in a criminal organisation as defined in Article 2(1) of Council Joint Action 98/733/JHA (as amended)? A2 Has your organisation or any directors No or partner or any other person who has powers of representation, decision or control been convicted of corruption within the meaning of section 1 of the Public Bodies Corrupt Practices Act 1889 or section 1 of the Prevention of Corruption Act 1906 (as amended)? A3 Has your organisation or any directors No or partner or any other person who has powers of representation, decision or control been convicted of the offence of bribery? A4 Has your organisation or any directors No or partner or any other person who has powers of representation, decision or control been convicted of fraud, where the offence relates to fraud affecting the financial interests of the European Communities as defined by Article 1 of the Convention relating to the protection of the financial interests of the European Union, within the meaning of the offence of cheating the Revenue?
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A5 Has your organisation or any directors No or partner or any other person who has powers of representation, decision or control been convicted of fraud, where the offence relates to fraud affecting the financial interests of the European Communities as defined by Article 1 of the Convention relating to the protection of the financial interests of the European Union, within the meaning of the offence of conspiracy to defraud? A6 Has your organisation or any directors No or partner or any other person who has powers of representation, decision or control been convicted of fraud, where the offence relates to fraud affecting the financial interests of the European Communities as defined by Article 1 of the Convention relating to the protection of the financial interests of the European Union, within the meaning of fraud or theft within the meaning of the Theft Act 1968 and the Theft Act 1978? A7 Has your organisation or any directors No or partner or any other person who has powers of representation, decision or control been convicted of fraud, where the offence relates to fraud affecting the financial interests of the European Communities as defined by Article 1 of the Convention relating to the protection of the financial interests of the European Union, within the meaning of fraudulent trading within the meaning of section 458 of the Companies Act 1985 or section 993 of the Companies Act 2006?
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A8 Has your organisation or any directors No or partner or any other person who has powers of representation, decision or control been convicted of fraud, where the offence relates to fraud affecting the financial interests of the European Communities as defined by Article 1 of the Convention relating to the protection of the financial interests of the European Union, within the meaning of defrauding the Customs within the meaning of the Customs and Excise Management Act 1979 and the Value Added Tax Act 1994? A9 Has your organisation or any directors No or partner or any other person who has powers of representation, decision or control been convicted of fraud, where the offence relates to fraud affecting the financial interests of the European Communities as defined by Article 1 of the Convention relating to the protection of the financial interests of the European Union, within the meaning of an offence in connection with taxation in the European Community within the meaning of section 71 of the Criminal Justice Act 1993? A10 Has your organisation or any directors No or partner or any other person who has powers of representation, decision or control been convicted of fraud, where the offence relates to fraud affecting the financial interests of the European Communities as defined by Article 1 of the Convention relating to the protection of the financial interests of the European Union, within the meaning of destroying, defacing or concealing of documents or procuring the extension of a valuable security within the meaning of section 20 of the Theft Act 1968?
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A11 Has your organisation or any directors No or partner or any other person who has powers of representation, decision or control been convicted of money laundering within the meaning of the Money Laundering Regulations 2003 or Money Laundering Regulations 2007? A12 Has your organisation or any directors No or partner or any other person who has powers of representation, decision or control been convicted of any other offence within the meaning of Article 45(1) of Directive 2004/18/EC as defined by the national law of any relevant State? SECTION B - GROUNDS FOR DISCRETIONARY REJECTION B1 Being an individual, are you bankrupt No or have had a receiving order or administration order or bankruptcy restrictions order made against you or have made any composition or arrangement with or for the benefit of your creditors or have not made any conveyance or assignment for the benefit of your creditors or appear unable to pay or to have no reasonable prospect of being able to pay, a debt within the meaning of section 268 of the Insolvency Act 1986, or article 242 of the Insolvency (Northern Ireland) Order 1989, or in Scotland have granted a trust deed for creditors or become otherwise apparently insolvent, or are the subject of a petition presented for sequestration of your estate, or are the subject of any similar procedure under the law of any other state? B2 Being a partnership constituted under No Scots law, have you been granted a trust deed or become otherwise apparently insolvent, or are the subject of a petition presented for sequestration of your estate?
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B3 Being a company or any other entity No within the meaning of section 255 of the Enterprise Act 2002, have you passed a resolution or are the subject of an order by the court for the company‟s winding up otherwise than for the purpose of bona fide reconstruction or amalgamation, or had a receiver, manager or administrator on behalf of a creditor appointed in respect of the company‟s business or any part thereof or are the subject of similar procedures under the law of any other state? B4 Has your organisation been convicted No of a criminal offence relating to the conduct of your business or profession? B5 Has your organisation committed an No act of grave misconduct in the course of your business or profession? B6 Has your organisation failed to fulfil No obligations relating to the payment of social security contributions under the law of any part of the United Kingdom or of the relevant State in which you are established? B7 Has your organisation failed to fulfil No obligations relating to the payment of taxes under the law of any part of the United Kingdom or of the relevant State in which you are established? B8 Has your organisation been guilty of No serious misrepresentation in providing any information required of you under Regulation 23 of the Public Contracts Regulations 2006? SECTION C - ECONOMIC AND FINANCIAL STANDING C1 - Financial Information C1.1 Please confirm whether you would be Yes willing to provide on request a copy of your audited accounts for the most recent two years. C1.2 Please confirm whether you would be Yes willing to provide on request a statement of your turnover, profit and loss account and cash flow for the most
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recent year of trading. C1.3 Please confirm whether you would be Yes willing to provide on request a statement of your cash flow forecast for the current year and a bank letter outlining the current cash and credit position. C1.4 Please confirm whether you would be No willing to provide on request an alternative means of demonstrating financial status if trading for less than a year. C2 - Guarantees C2.1 Please confirm whether you would be Yes willing to provide on request a parent company guarantee. C2.2 Please confirm whether you would be Yes willing to provide on request a bank guarantee. C2.3 Please confirm whether you would be Yes willing to provide on request a performance bond. C2.4 Please confirm whether you would be No willing to provide on request an equivalent guarantee. C2.5 If your response to C2.4 above is Not Applicable “Yes”, please provide details of what the equivalent guarantee is. Please state “Not Applicable” if the response to C2.4 above is “No”. C3 - HMRC Taxation Assessment C3.1 Please state your organisation‟s PAYE 531 / S1323 (Pay As You Earn) number. C3.2 Please state your organisation‟s 508 98373 29414 corporate tax or self assessment number. C3.3 If a non-UK business, please submit as Not Applicable an attachment to your Tender a copy of your organisation‟s certificate of “tax compliance” obtained from your country‟s tax authority. Within the answer box, please provide the filename of the attachment or state “Not Applicable” if a UK business.
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C3.4 If your response to 3.1 is “(iii) Potential Not Applicable Provider is a consortium” and your response to 3.3 is “(i) All members of Banner confirmed at 3.1 that it is the consortium will share JSL”, or “(ii) responding as a Prime Contractor. An SPV will be established”, please provide in a separate annex (submitted as an attachment to your Tender) the following information for each consortium member: - (i) company name; (ii) VAT registration number; (iii) organisation‟s PAYE (Pay As You Earn) number; (iv) corporate tax or self assessment number; and (v) a copy of the organisation‟s certificate of “Tax Compliance” obtained from the country‟s tax authority if a non-UK business. Within the answer box, please provide the filename of the annex or state “Not Applicable” if your response to 3.1 is not “(iii) Potential Provider is a consortium” and your response to 3.3 is not “(i) All members of the consortium will share JSL”, or “(ii) An SPV will be established”. C4 - Employer’s Liability Insurance C4 Employer‟s liability insurance is a legal Yes requirement (except for businesses employing only the owner / close family members) and this should be at least £5 million. Please confirm that you have this in place. Please submit as an attachment to your Tender a copy of your insurance certificate. SECTION D - TECHNICAL AND PROFESSIONAL ABILITY D1 - Relevant Contracts D1 Using the template set out within Banner has attached details of three Attachment 21 (Relevant Contracts), Relevant Contracts in attachment D1 - please submit as an attachment to your Attachment 21 -Relevant Contracts. Tender, details of up to three contracts The Contracts detailed are relevant to from either the public or private sector this procurement and the goods and that are relevant to the requirements of services have all been supplied within this Procurement. Contracts for the the last 3 years. supply of goods or services should have been performed during the past Banner understands that the three years. The customer contact Contracting Authority may contact should be prepared to be contacted by these customers at any time to confirm
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the Contracting Authority to confirm the the accuracy of the information accuracy of the information provided. provided. Please note, where the Potential Provider is an SPV or sharing JSL, The customers presented in the then the example(s) provided in attachment are: response to this question can be from any member of the consortia. Ensure 1) [Redacted Text] Collaborative that the consortia member is identified Framework in the brief description. 2) [Redacted Text] Framework 3) [Redacted Text] Contract. Within the answer box, please provide the filename of the attachment. D2 - Staffing D2 How many staff does your organisation In direct relation to the delivery of (including consortium members or goods and the carrying out of services named sub-contractors where required within this Procurement, appropriate) employ relevant to the Banner employs 931 staff; PHS delivery of goods and / or carrying out Datashred employs 450 staff; Antalis of services similar to those required McNaughton employs 1,100 staff and within this Procurement? Steinbeis employs 329 staff. SECTION E - CORE REQUIREMENTS E1 - Geographical Coverage E1.1 Please provide detailed information to Banner has in operation a demonstrate that you have the comprehensive, in-house logistical technical capacity to deliver goods and infrastructure that provides the services throughout the UK (including technical capacity to deliver the goods Northern Ireland and the Scottish and services in Product Grouping 1 Islands). and Product Grouping 2 throughout the UK, including Northern Ireland and the Scottish Islands. Banner manages its own fleet to ensure it will provide a flexible service, enabling it to support the variety of different Service Wraps / Service Wrap Extras available under the Government Office Supplies Contract.
i. DEPOT LISTING AND UK COVERAGE
The full address and postcode of each of the Banner Distribution Centres and depots used to provide UK coverage has been provided, along with their geographical coverage, at E1.1 Additional Attachment – Depot Address List and Coverage.
Banner operates 4 fully integrated and
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self-contained Distribution Centres and 10 regional depots. The Distribution Centres are strategically located in Manchester, Basingstoke, Livingston and Belfast to fulfil requirements in the north of the UK, south of the UK, Scotland and Ireland respectively. To minimise its carbon footprint, Banner operates an in-house distribution solution with optimised route planning through its supporting regional depots.
The Banner infrastructure has the proven capability to meet the specific requirements of a number of Central Government departments, delivering currently to:
•540 [Redacted Text] delivery points throughout the UK, including Scotland, Northern Ireland and the Isle of Wight;
• 957 [Redacted Text], providing CRB and CTC security-cleared drivers;
• 1,589 [Redacted Text] locations;
• 135 [Redacted Text] sites, many in remote locations throughout the UK on a scheduled delivery service.
Although Banner has its own in-house document destruction business, in order to provide scale and efficiency Banner has partnered PHS Datashred (PHS) as its sub-contractor for Closed Loop. PHS operates a network of 13 depots providing full UK coverage from accredited secure destruction facilities with two supporting office locations at Enfield and Mabledon House. These locations are also listed within E1.1 Additional Attachment – Depot Address List and Coverage. The combined infrastructure of Banner and PHS provides full UK coverage and this is demonstrated by the current [Redacted Text] waste management service which includes the Isle of Wight, Belfast and sites in the far north of Scotland such as Inverness.
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ii. GEOGRAPHICAL REGIONS COVERED
Office Supplies Delivery
Banner provides a full stock and distribution service throughout the UK, either direct from its Distribution Centres or via its network of regional depots. In addition, the Belfast Distribution Centre is the only purpose- built Office Supplies Distribution Centre within Northern Ireland and provides a vitally important local service to the region. The 14 Distribution Centres and depots are located as follows:
1) Manchester – covering parts of the North England and North Wales; 2) Basingstoke – covering South and South East England; 3) Livingston – covering Scotland; 4) Belfast – covering Northern Ireland and the ROI; 5) Spennymoor – covering North East England; 6) Bromsgrove – covering the Midlands; 7) Grantham – covering East England; 8) Bury St. Edmunds – covering East Anglia; 9) Luton – covering North London; 10) Beckton – covering Central London; 11) East Grinstead – covering South London; 12) Swindon – covering South West England; 13) Bridgend – covering South Wales; 14) Plymouth – covering parts of the South West.
E1.1 Additional Attachment provides more specific detail on the geographical coverage by each of these depots, as requested.
Please see the continuation of this answer within E1.1 Permitted Attachment – Geographical Coverage. E1.2 Using the template set out within FILE NAME: E1.2 Additional
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Attachment 22 (Geographical Attachment – Attachment 22 – Coverage), please submit as an Geographical Coverage attachment to your Tender, information to demonstrate whether your Banner confirms that it currently organisation currently has the ability to delivers goods and services to ALL of deliver goods and services to the the specific UK locations listed within specified UK locations. Information Attachment 22 - Geographical regarding which depots or sub- Coverage, and has completed this contractors that may be used to deliver attachment to provide the Contracting goods and services should be provided Authority with confirmation of the within your response. Banner depot postcode that will service them. Within the answer box, please provide the filename of the attachment. Currently Banner delivers to a number of the potential Customers of the Government Office Supplies Contract, including:
• [Redacted Text]; • [Redacted Text]; • [Redacted Text]; • [Redacted Text]; • [Redacted Text]; • [Redacted Text]; • [Redacted Text]; • [Redacted Text]; • [Redacted Text]; • [Redacted Text]; • [Redacted Text].
Banner has 220 of its own vehicles delivering nationwide and utilises its trusted distribution partner, Citylink, for 4 of the specific locations specified in Attachment 22. Citylink fulfils less than 2% of the total number of deliveries Banner currently makes to customers, and their coverage includes Carlisle, Lerwick, Aberdeen and Holyhead.
Banner has recently completed a review of the potential to extend the scope of distribution on its own fleet, covering the above areas in the north east and Scotland. Should it be successful in securing this Contract, Banner will also analyse the potential to deliver to Holyhead. This would provide an in-house solution for every specified location.
The sites currently serviced by Citylink
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are identified on the attachment with the filename Attachment 22 – Geographical Coverage.
The goods will be picked from Banner Distribution Centres as follows:
• Manchester Distribution Centre (OL9 9XA) for any sites in the North of England, Wales and Scotland;
• Basingstoke Distribution Centre (RG24 8LJ) for any sites in the South of England and Wales, as well as the islands such as Isle of Wight;
• Livingston Distribution Centre (EH54 5DB) for Scotland;
• Belfast Distribution Centre (BT23 4HX) for Northern Ireland.
During the implementation of the Contract, the delivery addresses and postcodes, along with any specific site restrictions, such as parking and security requirements, will be collated by the Implementation Team. This information will be loaded onto the Banner ERP system.
When an order is received, the system will automatically allocate the appropriate Distribution Centre for picking and hub for onward dispatch to achieve the most efficient and sustainable route. This will also include deliveries for Citylink, who have replicated the Banner system. E2 - Capability to Supply E2 Using at least one of the examples Banner has provided at D1 examples provided in your response to question of its capability to supply requirements D1, please provide an explanation of relevant to this procurement for the how you delivered the contract to meet [Redacted Text] Collaborative the requirements of the customer(s) Framework (including [Redacted Text] identified. and [Redacted Text]), [Redacted Text] and [Redacted Text].
i. DELIVERING GOODS TO MULTIPLE SITES
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The Banner operation is managed entirely in-house, enabling the Company to provide an end-to-end process that is completely within its control and therefore support varying customer requirements. Through the [Redacted Text] Collaborative Framework, [Redacted Text] and [Redacted Text] arrangements it provides an extensive range of delivery options, including each of the Service Wraps required within this Contract.
The [Redacted Text] Collaborative Framework, valued at £25m pa, offers the benefit of a single supply route for Office Stationery, Office Paper, Listing Paper, Small Office Machines, Closed Loop and Electronic Office Consumables, providing cost, resource and environmental efficiencies.
For the 140+ Users of this Framework, Banner operates a diverse range of delivery schedules and requirements to multiple sites throughout the UK, including Scotland, Northern Ireland and the Isle of Wight. The accounts are set up on the Banner ERP system by delivery address during the implementation of any customer or new office. The postcode determines which of the 4 Banner Distribution Centres is closest to the customer office and all orders are automatically directed to it for picking.
Each Distribution Centre can accommodate every commodity supplied by Banner. A route number is also assigned for the order to be onward dispatched to a closer depot within the Banner network. For example, orders for Newcastle-Upon- Tyne will be picked in the Manchester Distribution Centre and dispatched to the Spennymoor depot for delivery to the customer office. Dynamic routing technology will dictate the order of the drops to the Banner driver, ensuring that the least number of miles are travelled while accounting for any timed
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delivery slots on the schedule.
Banner delivers to 957 [Redacted Text] locations throughout the UK, including [Redacted Text]. For [Redacted Text], Banner operates a single delivery once per week. [Redacted Text] raise orders throughout the week on iPROC, which are securely and automatically batched within the Banner ERP system. They are only released for picking the night before the order is due for delivery, preventing any security risk of the parcels being tampered with. Bulk palletised vehicles are allocated for a number of [Redacted Text], delivering all stationery requirements along with palletised paper. The drivers dispatched to [Redacted Text] are employed by Banner and have been CRB and CTC approved.
Bulk orders for the [Redacted Text] and deliveries to [Redacted Text] are also on weekly schedules and these orders are managed in the same manner as the [Redacted Text].
[Redacted Text] were keen to implement a scheduled delivery service to achieve sustainable benefits and consolidate orders into fewer packages. However, they were nervous of the culture change required to move from a next day solution. Banner recommended twice weekly deliveries on a Tuesday and Thursday, and supported [Redacted Text] with their internal communication.
Within [Redacted Text], Banner also delivers to multiple points within a site, including desktop. It also provide a desktop delivery service to [Redacted Text]. The dynamic routing technology identifies these deliveries and is pre- programmed with the estimated time for the driver to complete them, as they are more time consuming than deliveries to a single point. For [Redacted Text] main building, the Banner driver delivers a bulk order to
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the loading bay before 7am, and then returns later in the day to distribute individual orders and stock the stationery cupboard.
Please see the continuation of this answer within E2 Permitted Attachment – Capability to Supply. E3 - Product Range E3 Please demonstrate whether your Banner currently provides the entire organisation has the current ability to range of goods included within Product provide the range of goods included Grouping 1 as set out within Part 1 of within Product Grouping 1 as set out Contract Schedule A – Specification of within Part 1 of Schedule A Requirements, incorporating: (Specification of Requirements). i. Office Stationery; ii. Office Paper; iii. Small Office Machines; iv. Janitorial Products.
Banner also has the proven capability to provide the Closed Loop service specified in Part 2 of Contract Schedule A and has been delivering this solution since early 2010.
DEMONSTRATING PRODUCT GROUPING 1 CAPABILITY
Banner currently provides all of the goods incorporated within Product Grouping 1 to many Central Government and wider public sector bodies that are named as eligible to use the Government Office Supplies Contract, including:
• [Redacted Text]; • [Redacted Text]; • [Redacted Text]; • [Redacted Text]; • [Redacted Text]; • [Redacted Text]; • [Redacted Text]; • [Redacted Text]; • [Redacted Text]; • [Redacted Text]; • [Redacted Text]; • [Redacted Text]; • [Redacted Text]; • [Redacted Text];
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• [Redacted Text].
In addition, Banner has longstanding service arrangements providing all goods in Product Grouping 1 in place with a number of large private sector companies, including:
• [Redacted Text]; • [Redacted Text]; • [Redacted Text]; • [Redacted Text]; • [Redacted Text]; • [Redacted Text]; • [Redacted Text]; • [Redacted Text]; • [Redacted Text]; • [Redacted Text]; • [Redacted Text]; • [Redacted Text].
i. OFFICE STATIONERY
Banner currently provides Office Stationery to over 140 departments through the [Redacted Text] Collaborative Framework, which has been available to Central Government and wider public sector bodies since 2003. The total spend is now in excess of £25m pa.
Through this vehicle, Banner provides office stationery, including commodities such as:
• Batteries; • Computer Accessories; • Files; • Labels; • Notebooks; • Postal Supplies; • Punched Pockets; • Writing Instruments.
In addition, Banner has secured a position on the Pan-Government Collaborative Framework, through which it is currently supplying the [Redacted Text], [Redacted Text], [Redacted Text], [Redacted Text] and [Redacted Text]. For office stationery
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and paper, Banner has been awarded the largest share of the Framework, supplying 56.77% by value of contract based on the latest Buying Solutions figures.
Product Standardisation
Standardising the range of products purchased is critical to achieving savings in the procurement of Office Stationery. Banner has proven capability in this respect.
[Redacted Text] now has one of the lowest levels of “spend per head” in Central Government, as evidenced by a National Audit Office review. Throughout the term of the current contract, [Redacted Text] Office Supplies expenditure has been reduced from £6.15m in 2006 to £2.54m in FY10/11 – a reduction of £3.61m (59%).
Measuring the delivery of savings is critical to Banner and its customers. Banner recently launched a new Management Information format for [Redacted Text] and [Redacted Text], providing detailed comparative data at product line level of the savings that have been achieved through a continuous programme of demand management and „Quick Win‟ rationalisation. In FY10/11 versus FY09/10, [Redacted Text] achieved a 47% saving for Office Stationery alone equivalent to £1,328,627.
Banner has implemented programmes of demand management with several customers. For example, savings of £1.4m pa were achieved with [Redacted Text] in its first year of an agreed „demand challenge‟ programme and a similar initiative is currently delivering forecasted annual savings of £1m pa to [Redacted Text].
Please see the continuation of this answer within E3 Permitted Attachment
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– Product Range (Product Grouping 1). E5 - Registration as a Carrier of Controlled Waste E5 Please demonstrate that your Banner intends to sub-contract the organisation is registered with the Closed Loop Service element to PHS Environment Agency to be a carrier or Datashred, who are registered with the broker (or both) of controlled waste. Environment Agency to be a carrier of controlled waste. Their appropriate certification is supplied at E5 Additional Attachment – Carrier of Controlled Waste Certification. This certification enables Banner, via its sub-contractor, to provide a paper collection and recycling service, within the scope of Product Grouping 1.
Registration Issue and Expiry Dates
Date of Issue: 9th April 2010 Date of Expiry: 23rd July 2013
The PHS registration number is CB/MP3493LL (previously SEW/698036).
PHS provides scale and efficiency to the Closed Loop model that Banner innovatively developed for its customer-base, with an infrastructure comprising 15 depots across the UK and a fleet of 136 vehicles. This structure is managed in-house and does not incorporate any franchises, thereby ensuring that the PHS Contract Management Team has total control on the service provision to Banner.
As a sub-contractor to Banner, PHS is already supporting paper waste destruction and collections for [Redacted Text] and the [Redacted Text] under the current [Redacted Text] Collaborative Framework.
Business Continuity and Support
Banner is also registered with the Environment Agency to be a Carrier of Controlled Waste using its in-house fleet of 220 vehicles, under the Control of Pollution (Amendment) Act 1989 in the UK, and the Department of the
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Environment to be a Carrier and Broker of controlled waste under the Waste and Contaminated Land (Northern Ireland) Order 1997 in Northern Ireland. Its copy certification has also been included within E5 Additional Attachment – Carrier of Controlled Waste Certification.
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AWARD QUESTIONNAIRE SECTION F – PRODUCT GROUPING SPECIFIC REQUIREMENTS F1 - Delivery of Closed Loop Service General Requirements F1 Please provide an overview on how Banner confirms full compliance with your organisation proposes to deliver all of the specified requirements and the General Requirements of delivering that these will be fully met. Banner a Closed Loop Service provision, as shares Central Government‟s vision to outlined in paragraph 5 of Part 2 of capture all waste paper to maximise Schedule A (Specification of the volume that can be recycled into a Requirements). Closed Loop Copier Paper.
i. DELIVERING A CLOSED LOOP SERVICE PROVISION
Managing Paper Waste Collections from Customer Offices
Banner is already providing a national Closed Loop Service to [Redacted Text], [Redacted Text] and [Redacted Text]. This solution has been operating since 2008, and during this period no data has been lost and a 100% recycling/zero landfill performance has been achieved. The Closed Loop Service is therefore available to on- boarding Customers immediately.
While Banner owns 9 dedicated mobile shredding vehicles, it has strategically partnered PHS Datashred (PHS) to provide both scale and efficiency nationwide and PHS now operates the Banner shredding fleet and resources. PHS provides an infrastructure incorporating 136 vehicles operating out of 15 dedicated recycling centres across the UK and Northern Ireland with expansion plans to deliver further scale and collection efficiency. This operation handles over 61,000 tonnes of paper per annum, and has an available capacity for a further 53,000 tonnes. As of today, Banner is therefore in a position to provide a Closed Loop Service to ALL of the named Customers with the flexibility to meet the expected on-boarding volumes of this Contract.
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Prior to implementing a Closed Loop Service for any customer office, PHS will conduct a site survey to establish the service(s) required, the number and type of containers, the required frequency of collection, the site‟s operating hours and any access restrictions that may exist. This data will be loaded onto the Banner ERP system and used to forecast the projected volume of waste to be collected on each visit.
The required lockable containers/sacks will then be delivered to the site and placed in situ by PHS staff. For larger sites, a scheduled service will be agreed with a pre-determined day and frequency of collection. For smaller sites, collections are made upon request on an ad-hoc basis, so that they take place only when sufficient waste paper is available. This approach maximises efficiency for all parties.
Dynamic routing technology is used to optimise collections and reduce the number of miles travelled, thereby minimising the carbon footprint of the Closed Loop Service. PHS operates to strict KPIs in order to meet the specific requirements of sites such as [Redacted Text] Telford Estate and Bristol, where it is essential that the crew have departed prior to 7am. The Banner Customer Service Team calls each office 3 working days prior to the scheduled collection, to understand any changes in the volume of waste to be processed, as this may affect the routing of the PHS vehicle.
Transporting Waste within Customer Offices
PHS will ensure that the same crews are allocated to the same routes every day, enabling them to develop a complete knowledge of each customer site and thereby deliver an efficient
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service with minimal disruption. At some sites, PHS works closely with an FM provider, such as JCI or Carillion, that porters the waste to a central point for collection; PHS complies with all access restrictions to such sites.
The PHS crew will collect each lockable container from its position on the floor, take it to the truck for emptying or destruction and then reinstate the container at its original location. Sacks within consoles will be securely tied and removed for destruction and replaced with an empty sack. PHS implements sack solutions for sites without lifts, identifying a secure holding facility within the building; and for sites with no floor storage space, such as [Redacted Text] Cumbernauld, an outside secure container is provided that holds up to 25 full lockable containers.
Please see the continuation of this answer within F1 Permitted Attachment – Delivery of Closed Loop.
F2 - Closed Loop Service Environmental Standards F2 Provide an overview on how your i. GOVERNMENT BUYING organisation will propose to deliver the STANDARDS COMPLIANCE Environmental Standards required for the delivery of the Closed Loop Service Banner confirms that its Closed Loop provision, as outlined in paragraph 8 of Copier Paper, including the end to end Part 2 of Schedule A (Specification of destruction and recycling process, Requirements). complies with all applicable Government Buying Standards.
The process used to manufacture Banner Closed Loop Copier Paper is Process Chlorine Free (PCF) which completely avoids the use of Elemental Chlorine and subsequent emissions of Absorbable Organic Halogenated compounds (AOX).
The raw material from which the Banner Closed Loop Copier Paper will continue to be manufactured from 100% post-consumer waste collected
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from UK customers and excludes any „Mill Broke‟ content, in accordance with the NAPM (National Association of Paper Merchants) definition.
The Closed Loop Service offered by Banner has been independently audited by BMTrada, demonstrating full compliance to Government Buying Standards, as demonstrated at F2 Additional Attachment – Compliance to Government Buying Standards. BMTrada is a highly respected independent expert in quality auditing and FSC certification. BMTrada will continue to work closely with Banner for this Contract to audit the Closed Loop process and identify opportunities to enhance it.
The designated mill chosen by Banner to produce the Banner Closed Loop Copier Paper was selected specifically for its ability to manufacture recycled copier paper using PCF techniques and its assurance that only paper waste provided by Banner will be used in the manufacturing process. Prior to the initial production of Closed Loop paper, a full suite of independent audits were performed by BMTrada on behalf of Banner to ensure compliance at all stages of the process.
Banner confirms that the Closed Loop paper complies with the latest EC Ecolabel guidelines of 2009 for Copying and Graphic papers, (Reg: EC No:66/2010), and the manufacturing mill has applied to the RAL institute to gain the necessary accreditation, pending the confirmation of the effective date for this regulation from the European Council.
ii. COMPLIANCE WITH ELEMENTAL CHLORINE FREE (ECF)
Banner confirms that Banner Closed Loop Copier Paper is manufactured using a Process Chlorine Free (PCF) method, as are all papers
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manufactured by the Steinbeis GmbH mill. The Company can therefore ensure that the manufacturing process will comply with the ECF requirements for this Contract.
Elemental Chlorine Free (ECF) treatments use chlorine dioxide rather than elemental chlorine to bleach pulp fibres, which has an adverse environmental impact. This is not required in the process used to produce Banner Closed Loop Copier Paper, which relies predominantly on a comprehensive fibre cleaning and de- inking processes to achieve the required brightness.
iii. GUARANTEEING GENUINE RECOVERED FIBRE
Banner confirms that the Closed Loop Copier Paper that will be supplied under the Contract will not contain any mill-broke content. In addition, Banner will ensure that the product is manufactured solely from recovered UK fibre. The recycled paper waste sent to the mill will derive from PHS‟s recycling centres and comes entirely from the paper waste they have collected and shredded, predominantly from the public sector.
Upon arrival at the mill, the baled UK paper waste is identified by its unique labelling system, segregated and then stored waiting for the Closed Loop production. At the time of manufacture, the volume of waste is loaded on to a conveyor belt into the manufacturing facility to be de-inked and pulped ready for production.
The Closed Loop Copier Paper will be made purely from this waste, thereby guaranteeing the exclusion of any mill broke or any other non-UK paper waste from the process. This segregation technique is unique and exclusive to the Banner solution and has been fully audited by BMTrada.
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Please see the continuation of this answer within F2 Permitted Attachment – Environmental Standards. F3 - Closed Loop Service Migration of Services and Implementation F3 A Closed Loop Service is already in i. MILESTONES AND OPERATIONS place for two central government customers (HMRC and MoJ). Please As the incumbent provider of the set out your proposals, supported by Closed Loop Service to [Redacted evidence, for a transition plan to Text] and [Redacted Text], Banner manage the migration of the service recognises the critical importance of from the incumbent provider and managing the transition process assurance of supply before the effectively. The implementation of the implementation date of February 2012, [Redacted Text] and [Redacted Text] as outlined in paragraph 10 of Part 2 of estates was complex, requiring Schedule A (Specification of significant resource and over £2 million Requirements). of investment from Banner.
The Company confirms that it will re- implement the Closed Loop Service for both [Redacted Text] and [Redacted Text], using the same methodology, to capture any new requirements and drive further efficiency. Banner will also manage the migration of those locations that are yet to be incorporated within the Closed Loop Service, such as a number of [Redacted Text].
The Banner Implementation Team will co-ordinate the re-implementation of the Closed Loop Service, liaising with the PHS Contract Management Team to utilise technical and specialist knowledge of collection and shredding operations. A detailed Transition Plan is provided at F3 Additional Attachment – Implementation Plan: Existing Closed Loop Customers. The Transition Plan has been prepared based on the Contract commencing on 1st August 2011, assuming immediate review of the [Redacted Text] and [Redacted Text] Estates.
Pre‟ Go-Live‟ Milestone Dates
As the underlying systems and data are in place, including the frequency of collection and security requirements,
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the anticipated timescale to transition the [Redacted Text] and [Redacted Text] will be a maximum of 2 to 4 weeks. The transition will be phased and cover all scheduled locations. Banner has the entire estate contact team within its database and this has been updated and cleansed in response to recent office closures.
The [Redacted Text] locations that are not currently under the Banner Closed Loop Service will be transitioned over a maximum eight week period. This will allow suitable time for scheduled sites to be handed over from the incumbent waste collection provider, containers to be ordered, site surveys to be completed and security identification to be obtained. It is critical that sufficient time is provided to manage the transition to ensure that the process does not pose any security risk. If required, it will be possible for individual sites to be transitioned more quickly. In such cases, Banner will provide a Rapid Response team to ensure compliance within a much reduced timeframe.
The key pre go-live milestone dates for the sites transitioning are given below. These activities may run concurrently, in which case there will be an improvement in the 8 week timescale:
Week 1
Establish the Statement of Requirement by customer location with the [Redacted Text] and the provision of the current service. The [Redacted Text], supported by Banner, to communicate the transition internally to facilitate access to locations in order to conduct site surveys.
Weeks 2 - 4
This period is sufficient to conduct all site surveys and gain Customer agreement to the service proposal for
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each site. The required service (on- or off-site) will then be clarified and the recommended number and size of containers ordered. System account set up will also be completed within this period, as will the re- implementation of [Redacted Text] and [Redacted Text] sites.
Weeks 3 - 5
Creation of site records on the Banner ERP system; dynamic routing technology will be used to plan the schedule of the proposed final service for each Customer office, confirming the day of collection, call frequency and first collection date.
Weeks 6 – 10
During this period the security bins will be delivered to the new locations. A communication plan will be prepared for each customer office, confirming the service, first date of collection and the benefits of the solution. In addition, the new electronic catalogue, containing the Closed Loop Copier Paper, will be uploaded by Banner.
Post Go-Live Milestone Dates
Once the service has been implemented for the Courts or re- implemented for [Redacted Text] and [Redacted Text], the key milestone post go-live milestone dates will be as follows:
Please see the continuation of this answer within F3 Permitted Attachment – Closed Loop Service Migration. F4 - Approach to the On-boarding of New Closed Loop Service Customers F4 The Government Office Supplies Banner embraces Government‟s Contract aspires to increase the aspiration to increase the number of number of customers implementing a customers using the Closed Loop Closed Loop Service during the Term Service. This will provide a platform to of this Contract. Please provide a invest in and re-open a UK paper mill method statement that identifies the manufacturing 100% recycled copier typical key stages and milestones of paper, creating socio-economic and
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implementing a Closed Loop Service environmental benefit. Banner commits for new customers and how you to working with the Contracting propose to fulfil the requirement and Authority to achieve this ambition and manage increasing capacity as new confirms that it will continue to deliver a customers on-board during the Term of fully compliant service that meets the this Contract. requirements set out within Part 2 of Contract Schedule A, including paragraph 10.
Banner will utilise the same implementation programme for the Contracting Authority‟s Customers as that which it used successfully to implement the [Redacted Text], [Redacted Text] and [Redacted Text] shredding service to over 400 locations nationwide.
i. METHODOLGY FOR ON- BOARDING CUSTOMERS
The on-boarding Implementation Plan for the Closed Loop Service, attached at F4 Additional Attachment – Example Implementation Plan, will be managed by the experienced Banner Implementation Team with technical support from the PHS Contract Management Team.
The methodology that Banner employs for the Closed Loop implementation is similar to its effective implementation plans for Office Supplies. It covers all key service areas with a significant focus on security and communication. A Customer-specific plan will be tailored and provided for each on- boarding Department.
Pre Go-Live Milestones
The first key activity is to understand the Statement of Requirements, and in particular whether an on- or off-site destruction service is required, which enables a bespoke Customer Implementation Plan to be prepared and circulated. The change in service provided must be communicated internally by the on-boarding Customer to aid PHS in accessing customer
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offices, in order to conduct site surveys and to collate detailed information regarding the current service provision and scheduled timetables.
Site records will then be created on the Banner ERP system, which will enable scheduling to be prepared and a defined day of the week and frequency to be recommended. The container proposal will be presented and agreed with each office to ensure that stock is ordered in readiness to be placed in situ, prior to the first collection.
As part of the implementation, Banner will analyse paper consumption for each Customer to forecast demand for its Closed Loop Copier Paper, enabling the mill to manage manufacturing volumes. The final critical milestone is the communication and training plan, which will require the Banner and PHS Contract Management Teams to visit offices to promote the sustainable benefits, explain the waste management process and the type of waste that should be inserted into the containers.
Post Go-Live Milestones
The transition review and ongoing service assessment are the critical milestones once the service is operational. The Banner Customer Service Team will contact each Customer office after its first collection to ensure that the service provision was in line with expectations and completed satisfactorily. This ensures that any service revisions required are implemented swiftly prior to the second collection. A holistic review of the implementation will be provided by Banner at each Quarterly Management Meeting with the Contracting Authority and the Customer, to obtain feedback from the on-boarding Customer‟s perspective.
On a quarterly basis, PHS will assess
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the service provision by Customer office to identify any changes in volume that may lead to a review of service levels or containers. Appropriate resource will be provided to agree and manage changes to drive efficiency.
Timescales Required
It is integral to a successful transition that the implementation is not hurried but is conducted carefully and thoroughly to prevent security risks. A period of 8 weeks is recommended, with indicative timescales for key milestones outlined below, and activities running concurrently:
Please see the continuation of this answer within F4 Permitted Attachment – Approach to Onboarding New Closed Loop Customers. SECTION G - SYSTEMS AND POLICIES G1 - Quality Assurance G1 Please provide an overview of the Banner confirms that it has an Quality Management Systems that accredited Quality Management your organisation has (i.e. ISO 9001 or System (QMS), certified to ISO an equivalent). 9001:2008, which relates directly to the products and services provided within the Government Office Supplies Contract. A copy of the certification has been attached with this response; please see G1 Additional Attachment – ISO9001 Certification.
ACCREDITING BODY
The accrediting body for the Banner Quality Management System is the British Standards Institution (BSI) – recognised as one of the most stringent assessors in the UK.
The scope of the accreditation includes the supply and distribution of stationery, office technology supplies and additional commodities, such as office furniture. This certification thereby covers all of the products to be
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supplied under Product Grouping 1 and Product Grouping 2.
In addition, the Closed Loop Service is accredited to ISO 9001:2008 relating to both the waste collection service by Banner and PHS Datashred, as well as the 100% recycled Closed Loop Copier Paper manufacture at the mill. The audit for Closed Loop was accredited by BM Trada for the end-to-end process from collection through to transportation of the waste to the mill and the final production of recycled paper.
DATE OF REGISTRATION
The original date of registration for the ISO 9001 certification was 18th July 1997. The latest issue of the certificate number FS 37377 was 2nd September 2010.
REVIEW AND EXPIRY
The Banner Quality Management System is audited annually by the British Standards Institution.
The current certification is due for expiry on 21st November 2012, prior to which a further review will be conducted to re-award the certification.
Please see the continuation of this answer within G1 Permitted Attachment – Quality Management System. G2 - Health and Safety G2 Please provide details of your COMPANY POLICY AND organisation‟s Health and Safety at CERTIFICATIONS Work procedures and/or policy. Banner has a comprehensive Health and Safety Management System and a Policy that is approved by the Chief Executive of its parent company, office2office plc, and endorsed at Board level. Health and Safety is of critical importance to the Company and it is vital that all members of staff are
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kept fully aware of the Policy and its requirements. The Company‟s dedicated Health and Safety Advisor, [Redacted Text], is responsible for communicating the policy requirements throughout the organisation. A copy of the current policy is attached at G2 Additional Attachment – Health and Safety at Work Policy.
Banner is committed to ensuring the Health and Safety of its employees and, in line with the objectives of the Company Policy, it achieved the Occupational Health and Safety Management System - OHSAS 18001:2007 Certification for its sites in Norwich and Manchester in 2010. A copy of this certification has been provided as part of the Permitted Attachment continuation response.
The Company‟s commitment to Health and Safety was recognised in April 2011 when Banner was awarded the British Safety Council International Safety Award, demonstrating “commitment to the health, safety and well-being of the workforce during 2010.”
Banner has a clear and focused approach to Health and Safety supported by senior management and a structured escalation procedure that provides health and safety assurance of its operations to its employees, customers and supply chain.
ENSURING HEALTH AND SAFETY
The Approach
Banner is committed to “complying with statutory and regulatory requirements relating to the identified occupational health and safety hazards and environmental aspects” of its operations and has clearly defined its five-step approach to delivering this objective. The Banner policy statement on the systems in place for ensuring
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the health and safety of its employees at work is as follows:
“The Company will ensure the following:
1) A clearly defined management team and organisational arrangements to promote and maintain a safe and healthy working environment;
2) A systematic approach to assessing health and safety risks and the identification of measures to eliminate or to minimise those risks as far as is reasonably practicable;
3) The provision and maintenance of safe plant and equipment, careful selection of staff, appropriate training, instruction, supervision and information about risks and the means of either eliminating or minimising those risks;
4) Communication of the results of risk assessments to those affected and consultation with staff about those arrangements and the health and safety implications of any significant changes to working practices, equipment or substances;
5) Training of staff to raise awareness of risks, their responsibilities and to ensure the competence of staff at performing their duties in an effective and safe manner.”
COMPREHENSIVE PROCEDURES FOR ENSURING EMPLOYEE HEALTH AND SAFETY
The Banner Health and Safety Policy states that it will assure “the health, safety and welfare of all its employees by providing the resources necessary to safeguard the working environment to prevent injury and ill health”.
Management System
Securing the OHSAS 18001:2007
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Certification was a key development in the company‟s strategy to ensure that it established an effective, documented management system as part of its continuous improvement.
Quality and Environmental Manager, [Redacted Text], was responsible for implementing the Health and Safety Management System and to ensure that it was accredited to British Standards.
The Management System specifies the procedures that the company has in place to ensure safety and is supported by the Company Policy throughout all of its operations.
Please see the continuation of this answer within G2 Permitted Attachment – Health and Safety at Work Policy. G3 - Information Security Management Systems G3 Please provide details of any ACCREDITATIONS information management accreditation (i.e. ISO 27000 or equivalent) or Information Security Management is Information Security Management critical to Banner, as its customer base System (ISMS) that your organisation includes Government Departments, the has or is currently working to security services and financial services implement. organisations such as the [Redacted Text], [Redacted Text] and [Redacted Text]. Banner stores all customer information on servers that are located within the Company‟s Head Office in Norwich, in a fully compliant environment that is certified to ISO27001 by NQA and managed by The Stationery Office Ltd.
Registration Number and Dates
Registration number: S98 Registration date: 19/03/10 Valid until: 19/03/13 Accreditation body: NQA
The certification has been attached at G3 Additional Attachment – ISMS Certificate.
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Additionally, Banner is committed to undertaking an HMG IA Standard 1 technical risk assessment, in which the Banner ISMS is reviewed against HMG standards and CESG good practice guidance. Following this assessment, Banner will create a Risk Management and Accreditation Documentation Set (RMADS) in accordance with HMG IA Standard 2.
THE BANNER ISMS AND PROCEDURES
Banner operates an Information Security Management System (ISMS) that encompasses information held in a wide variety of formats and locations. The following information details the key procedures that are in place to ensure data security.
Network Security - Identification
Each user has a unique identifier for login to the network. This is used to control their access rights, privileges and the resources available to them. It also provides information for an audit trail.
Each networked PC has a unique computer name, which is registered on the Windows Domain. Every user must use a network user name and password to login to the PC. All computer logins are logged and managed centrally by the Banner IT Department.
The network is protected from external attack by a leading industry-standard Firewall (Juniper SSG) and is administered by this Department.
Network Security - Passwords
Access to the network is controlled by user name and password. Each member of staff has a unique user name, which is initially created upon receipt of a request by the Banner IT
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Service Desk. The IT Service Desk will only process requests that are approved by the line manager of the proposed user. All requests have to specify the required network resources - for example, logical drives, directories and printers - to which the user will be given access. The scope of that access, such as read and / or write permissions, must also be specified.
The password initially provided has to be changed by the user at their first login. The user has to confirm their new password by re-typing it. Passwords are case-sensitive and must be 'strong', that is a minimum of 6 characters utilising uppercase, lowercase, numeric or symbols. The user cannot reuse their last 10 passwords. If the user fails to change the password, access to the system is revoked.
In the event that a user fails to specify the correct password three times in a row, they are locked out for a period of fifteen minutes. If they fail again, the lock out period increases to thirty minutes, and then sixty minutes. Only network administrators can unlock a user‟s account during the lockout periods.
All passwords are aged every 30 days, at which time the password must be changed. Only members of a central team of IT Administrators can force a change of password on a user‟s behalf.
Please see the continuation of this answer within G3 Permitted Attachment – Information Security Management Systems. G4 - Corporate Responsibility G4 Please provide an overview of how Banner places significant Board-level your organisation will comply with importance on ethical sourcing minimum ethical sourcing standards in standards and supports HM order to support HM Government‟s Government‟s adoption and ratification adoption and ratification of the of the International Labour International Labour Organisation (ILO) Organisation‟s “Declaration of
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“Declaration of Fundamental Principals Fundamental Principles and Rights at and Rights of Work” and the 8 key Work” and the eight Key Conventions. conventions. Neither Banner, nor any of its suppliers, has ever been found guilty of any breach of any of the eight Key Conventions.
Ethical Sourcing
As part of the office2office plc group, Banner is a member of the Supplier Ethical Data Exchange (SEDEX) – a membership organisation for businesses committed to continuous improvement of the ethical performance of their supply chains.
The Banner Merchandising Team visits all private label international suppliers periodically to ensure, first-hand, that all ethical standards within the ETI Base Code are being upheld. Banner will not compromise on quality or ethics and ensures that products are sourced only through reputable suppliers. A process of ongoing checks ensures that the conditions observed in the original examination stand up to ongoing scrutiny.
Independent Supply Chain Audit
In 2008, Banner appointed SGS to independently audit all of its factories throughout the world producing Banner own-label goods. The aim was to ensure that all commitments to minimum ethical standards were valid.
SGS is the world‟s leading provider of inspection, verification, testing and certification services, operating across a network of 1,000 global offices with extensive knowledge and understanding of each local market and its cultural, political, legal and regulatory requirements. SGS was also the first independent company to be accredited by Social Accountability International (SAI – formerly CEPAA) to deliver SA8000 training.
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SGS has now completed the inspections of 65 factories producing Banner products throughout Asia, Europe and the UK. All audits have been conducted to confirm compliance with the Ethical Trading Initiative (ETI) Base Code. No major concerns were identified. Where minor issues were raised, corrective action plans have been implemented with factories to assist them in improving their working environments. Progress is continually monitored; Banner continues to arrange annual audits to ensure continual compliance of the suppliers‟ operations.
Banner is thought to be the first in its industry to independently audit its factories in such detail. As a result, Banner was shortlisted for the Mayor of London‟s Greater London Authority (GLA) Responsible Procurement Awards 2010 for Ethical Sourcing. The Awards recognise environmental and social commitment in the GLA procurement sector. Banner was nominated by Transport for London, which is supplied by Banner under the [Redacted Text] Collaborative Framework.
To demonstrate the way in which SGS audits the ethical performance of the Banner supply chain, in respect of each of the specified conventions, this response provides details of the audit report for the Beifa Group Co. Ltd, China. This information is provided on a private and confidential basis.
Please see the continuation of this answer within G4 Permitted Attachment – Corporate Responsibility. SECTION H - CONTRACT MANAGEMENT, SERVICE MANAGEMENT AND MANAGEMENT INFORMATION H1 - Contract Management H1 Please provide an overview of how i. STRATEGIC MANAGEMENT your organisation will deliver effective contract management during the Term Strategic Support
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of the Contract and meet the requirements outlined in Schedule E Banner will provide strong strategic (Contract Management and management through an experienced Management Information) and senior team that is committed to Schedule G (Service Levels and KPIs). supporting the Contracting Authority for the duration of the Contract. This team will ensure that the appropriate service and account management processes, procedures and associated systems are in place and prepare a strategic development plan to deliver sustainable savings through consolidation and innovation. The plan will include a structured approach to benchmarking the Government Catalogue products and an ongoing and transparent review of the market.
The Company shall ensure that regular strategic performance reviews of the Contract are undertaken at Board level. Senior representatives from across the Banner organisation, together with key Sub-Contractors with a detailed knowledge of the Contract, will be made available to support the review of key strategic issues.
Strategic Management Review Representatives
The bi-annual Strategic Review will be attended by the Managing Director of Banner, [Redacted Text], together with [Redacted Text] (Customer Operations Director) and [Redacted Text] (Sales Director). [Redacted Text] will assume the role of Contract Manager while [Redacted Text] will act as her Deputy. This team currently supports the strategic management of the [Redacted Text] Collaborative Framework and Pan-Government Framework and has been responsible for delivering significant savings through its „Quick Win‟ proposal, ongoing rationalisation exercises and Closed Loop solution.
[Redacted Text] will provide the Contracting Authority with the necessary Board-level support to
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guarantee that the objectives of this Contract are met and, where possible, exceeded. The Banner Divisions providing after-sales support and Contract Management report to [Redacted Text] and [Redacted Text] respectively.
Chief Executive [Redacted Text] and Chief Operating Officer [Redacted Text] will attend the review meetings as appropriate to discuss relevant agenda items or present new Banner initiatives. The Banner Merchandising Director ([Redacted Text]) and Operations Director ([Redacted Text]) will also attend to discuss strategic issues that fall within their respective remits.
Prior to a Strategic Management Review, the Banner Board will conduct a review of the performance of this Contract internally and notify the Contracting Authority of key points for inclusion on the Review agenda.
ii. OPERATIONAL MANAGEMENT
Banner will support the operational management of this contract by providing a management team whose primary aim will be to deliver a service that exceeds the agreed KPIs and SLAs.
Quarterly Management Review Representatives
The operational requirements of this Contract will be managed by [Redacted Text] (Customer Operations Director) and [Redacted Text] (Operations Director). [Redacted Text] will manage the provision of After Sales Support, incorporating Customer Service, MI, internal contract management, Closed Loop and price management. [Redacted Text] will manage the supply chain, warehousing and logistics infrastructure to deliver the end product.
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Both [Redacted Text] and [Redacted Text] will attend all Quarterly Management Meetings with the Contracting Authority and key Customers. [Redacted Text] will be accompanied by [Redacted Text] (the Deputy Contract Manager) to ensure continuity. Where appropriate, and subject to the agenda, the dedicated Key Account Manager(s) for the Customer(s) attending will also attend.
Monthly Operational Review Representatives
[Redacted Text] and / or [Redacted Text], along with [Redacted Text] and the Key Account Managers, will attend the monthly operational meetings to review monthly spend, „business as usual‟ activity, the Closed Loop roll out and other operational issues. Where appropriate, Banner will ask its Customer Service Team Manager, [Redacted Text], and members of the Commercial and Data Management Teams to attend to discuss operational performance in their areas of responsibility.
Please see the continuation of this answer within H1 Permitted Attachment – Contract Management. H2 - Service Management H2 Please provide an overview of how i. SERVICE PERFORMANCE your organisation will deliver, monitor CRITERIA and manage services pertinent to the delivery of the Government Office Banner monitors and manages the Supplies Contract. delivery of its service performance by means of a number of Key Performance Criteria, including those specified at Annex A, Contract Schedule G (Service Levels and KPIs).
Specified Performance Criteria
As the incumbent provider to the [Redacted Text] Collaborative Framework, Banner currently provides monthly reports to Buying Solutions
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and supporting data is presented at Strategic Review Meetings. As a result, the systems and processes required to monitor and measure the specified Performance Criteria for this Contract are already in place.
The service performance criteria will be established internally by making managers responsible for delivering the Contract KPIs that are relevant to their area. Any non-conformances will be reported to the Contract Management Team, providing the reason for each specific failure including process improvements being implemented.
Banner will continue to measure its performance in the timely submission of monthly and quarterly management information by compiling a schedule of the dates on which it has been dispatched to the Contracting Authority. In 2011, Banner has submitted 100% of management information reports within the deadline agreed with Buying Solutions and fully commits to achieving the deadline of the 15th of each month for this Contract.
The availability of products listed in the Government Catalogue will be measured by means of data collated by the Banner ERP system. As each order is processed, the system automatically records whether stock is available to meet its requirements and this data is extracted to monitor performance against both customer and internal criteria. In 2011, the level of first time availability from stock has been 99.4%.
The reliability of all systems is measured through logs that are maintained for internal performance measurement purposes. In 2011, Banner has achieved a 100% availability rate in respect of its Banner ERP system, the online2office e-
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commerce module, telephony and other core systems during normal working hours.
Banner recognises that achieving zero variation in the ex-works cost for the same product is a key objective in the new Contract. Banner will provide the Contracting Authority with a report of every price paid for every product within the Government Office Supplies Catalogue, by every Customer, highlighting any discrepancies. This data will be taken from the pricing tables within the Banner ERP system.
Other Performance Criteria
Banner measures its on-time delivery performance as an important internal KPI for its in-house delivery fleet. Deliveries are receipted by means of Digital Pen technology, which automatically transmits a “completed” message and an electronic Proof of Delivery note to the Banner ERP system. Banner is currently delivering over 99% of all stocked order lines on time.
Additionally, Banner uses its Automatic Call Distribution (ACD) System to measure call answering performance, which is critical to its Customer Service Department. Banner currently answers over 99% of calls within 3 rings.
Banner proposes that compliance to the Government Catalogue should be a KPI for this Contract, as it is critical to its success. Banner will agree an appropriate target with the Contracting Authority and report against it using reports from the Banner ERP system.
Please see the continuation of this answer within H2 Permitted Attachment – Service Management. H3 - Management Information H3 Please provide an overview (including i. SYSTEMS AND PROCESSES the use of worked examples within USED TO CAPTURE
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your response) of how your TRANSACTIONS organisation will meet the Management Information and data requirements Banner currently populates the outlined in Schedule E (Contract Management Information Template for Management and Management the [Redacted Text] Collaborative Information). Framework in the same format as required under this Contract. The information is sent to Buying Solutions and discussed at the Strategic Review Meetings. The company therefore has in place the necessary systems and processes to deliver the information accurately and present it in a series of performance dashboards for the Management Information Report, in accordance with the requirements set out in Contract Schedule E.
Customer Transaction System
The Banner ERP system captures all of the information used to provide MI to customers. The ERP system lies at the heart of all day to day business processes, from receipt of orders to deliveries, invoicing and payment. This ensures that all transactional data is captured within one live system, from which it is extracted for reporting purposes. Reporting accuracy is therefore guaranteed. Additionally, a daily backup is performed to ensure that the data can be restored in the event of system failure.
The system securely stores all of the data that is required for internal performance monitoring and continuous improvement programmes, as well as customer reporting:
• Customer account information such as delivery addresses and cost centres; • Product information including product categorisation, volumetrics and sustainability; • Packaging information to analyse the number of parcels despatched; • Stock levels in each location, replenishment lead time and any back order status;
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• Customer call data and return reason codes; • Outstanding debt positions; • Delivery due dates, despatch dates and proof of deliveries; • Closed Loop volumes and paper recycling.
The Banner ERP system captures transaction data seamlessly from a wide range of electronic trading platforms, including marketplaces such as Zanzibar; customer-specific solutions such as [Redacted Text] SAP and [Redacted Text] iPROC; and the Banner online2office ordering platform. In addition, manual transactions are processed by the Customer Service Team directly into this system. Every modification to a transaction is recorded, such as the customer amending the quantity required prior to delivery. Banner has significant experience of the systems used by the [Redacted Text] and [Redacted Text], along with the UINs for each specific unit. This will assist the implementation, as these systems and processes are understood.
Banner also maintains a Product Management Catalogue, which hosts additional reporting information such as UNSPSC codes, product categories, SME supplier status and Contracting Authority-specific coding. This is updated on a monthly basis to capture any products purchased by customers for the first time.
Framework Structure
The Implementation Team will be responsible for setting up the hierarchical account structure on the Banner ERP system during transition. All pricing will be maintained at the top level (“Government Office Supplies Contract”), thereby ensuring that the same price is applied to every Customer joining this Contract. This structure enables Banner to produce
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holistic Framework spend reports, Customer-specific consolidated spend or a breakdown at regional, account, departmental or cost centre level.
Delivering Customer-Specific Requirements
During the implementation phase, Banner will agree the reporting requirements for each Customer, and any additional KPIs. The Implementation Team will ensure that the account structure and all required data fields for reporting are pre-set on the system. A data validity review will be conducted by the Banner Commercial Manager, which will incorporate a comprehensive testing programme to ensure that all transactions made on the Customer‟s system are received correctly and that the data is accurately posted.
Please see the continuation of this answer within Permitted Attachment H3 – Management Information. SECTION I - DELIVERY OF THE CONTRACT FOR CUSTOMERS I1 Please provide an overview of how i. SYSTEMS AND INFRASTRUCTURE your organisation proposes to manage the operational delivery of the Banner confirms that from the Government Office Supplies Contract, commencement of the Contract it will including the receipt of orders, provide a multifunctional access model distribution of goods, handling of that incorporates all of the required returns, and payment of invoices. ordering solutions.
Transactional Model A (Purchase 2 Pay / Online Ordering Systems)
Currently Banner receives 78% of all customer orders electronically, from 130 different systems, and also provides electronic invoicing solutions for customers such as [Redacted Text] and the [Redacted Text]. Banner is able to meet all current and future customer requirements in respect of Transactional Model A.
All e-commerce transactions are processed through an e-commerce
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“Gateway”, which uses Biztalk software to translate them to and from the standard used by the Banner ERP system. Biztalk caters for messages from all mainstream e-commerce platforms and allows Banner to incorporate other systems as required. Should there be a requirement for trading via an alternative e-commerce platform, Banner will provide a dedicated IT Manager to support the Customer in implementing and testing the end-to-end solution.
The e-commerce platforms supported by Banner fall into three broad categories:
• Purchase 2 Pay systems, such as the [Redacted Text] SAP solution (incorporating EDI invoicing) and iPROC for [Redacted Text] (incorporating GPC payments); • Marketplaces such as Zanzibar, Buy4[Redacted Text], OPEN and iDEA, used by Buying Solutions, [Redacted Text], [Redacted Text] and [Redacted Text]; • The Banner online2office ordering solution is used by customers such as the [Redacted Text] and the [Redacted Text]. Banner has implemented a „punchout‟ solution to online2office for many customers, including [Redacted Text].
Transaction Model B (Email, Telephone, Post and Fax Orders)
Banner processed 379,934 manual transactions in 2010, including postal orders for the [Redacted Text], email orders for [Redacted Text] and [Redacted Text], faxed orders for parts of the [Redacted Text] Family and [Redacted Text] and telephone orders for the [Redacted Text] and [Redacted Text]. All manual transactions are entered directly into the Banner ERP system by the dedicated Customer Service Team.
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The infrastructure required to support manual ordering is already in place. Some 373 telephone lines and 20 fax lines are in operation, with further capacity to expand if required. Banner will set up a dedicated telephone and fax number for this Contract. This information will be communicated to the Contracting Authority and to each Customer as they join, together with a bespoke email address for their Department and confirmation of the postal address.
ii. ACCESSIBILITY OF ELECTRONIC ORDERING SYSTEMS / TOOLS
The Banner online2office ordering system delivers an accessible solution for disabled persons, incorporating clear picture icons, a high contrast colour scheme and enlarged text facility. Large “thumbnail” images are provided by the system‟s search engine to make it as easy as possible to identify products. In addition, Banner supplies screen magnifiers or screen readers should these be required.
Banner recognises the importance of Web Accessibility, and the necessity to build, manage and maintain an accessible website. The online2office ordering system fully complies with priority 1 and 2 checkpoints against the recommended W3C „Web Content Accessibility Guidelines‟, ensuring that the website is usable by disabled people. Banner is working to achieve full Web Accessibility Accreditation from the Shaw Trust, which is endorsed by The Guild of Accessible Web Designers. In January 2011, Banner employed a specialist consultant to achieve full DDA compliance. This initiative is nearing completion and expected to be certified by September 2011.
Additionally, Banner provides the Type Talk technology for customers with auditory disabilities, enabling a text to
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voice-relay service. [Redacted Text] and [Redacted Text] users are currently utilising this system.
Please see the continuation of this answer within I1 Permitted Attachment – Delivery of the Contract. SECTION J - IMPLEMENTATION J1 Please provide an overview of how i. AVAILABILITY OF THE your organisation will approach the GOVERNMENT CATALOGUE implementation of this Contract to ensure it goes live from August 2011 Banner employs a specialist should you be successful in being Implementation Team to manage the awarded a Contract. on-boarding of new customers, which will assume full responsibility for the development of the Government Catalogue and its availability to Customers.
Stage 1 - Data Collation and Verification
The first stage in the process will be to collate the final tendered pricing and product data to create the Government Catalogue. An initial meeting will be held with the Contracting Authority to agree formally the list of products, prices and applicable Service Wraps. This is a key Customer Approval Gate in the Implementation Plan.
Stage 2 – Data Enrichment
When the catalogue list has been uploaded and verified, the Banner ERP system will automatically associate other key data to create a catalogue. In particular, multiple versions of UNSPSC coding are added (Version 8.1201 as specified by the Contracting Authority), as are product images, “long” product descriptions and keywords for e-commerce search engines.
The Government Office Supplies Contract will incorporate a number of different Service Wraps, each of which may attract different pricing for the Customer. Banner will produce multiple
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versions of the Government Catalogue dataset, to ensure that each Customer can access a catalogue that reflects the pricing structure applicable to their requirements.
Banner is aware that the [Redacted Text] has specific requirements for Small Office Machines and Janitorial products and will work with them closely to ensure that all such requirements are met.
Stage 3 – Catalogue Production (online2office ordering solution)
online2office is a module of the Banner ERP system, providing customers with a leading edge online catalogue solution. It is currently used by several of the Customers who will use the Government Office Supplies Contract. Producing the Government Office Supplies catalogue in this format will be achieved using established system processes, and subsequently updated automatically on a daily basis.
Should Banner win Product Grouping 1 only, it will work with the successful supplier of Electronic Office Consumables to produce one single catalogue containing all Government Catalogue products that can be hosted on this module, enabling the Customer to place one order for both commodities. The order will be consolidated and automatically „punchout‟ to the Product Grouping 2 supplier.
Stage 3 – Catalogue Production (other e-commerce solutions)
Banner is the incumbent supplier to many of the customers who are expected to join the Government Office Supplies Contract – including over 80% of the customers in Phase 1 - and therefore already has the procedures in place to produce catalogues for their in-house systems. In particular, Banner
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is the incumbent supplier to [Redacted Text] and [Redacted Text] and routinely provides catalogue uploads for their SAP and iPROC systems. Banner also receives orders from many marketplaces, such as Zanzibar and OPEN.
In the unlikely event that a new Customer requires the catalogue to be formatted in a non-standard format, a dedicated IT resource will be made available to undertake this work.
Other Catalogue Formats
Banner employs an in-house Design Studio that specialises in catalogue design and production. The Studio incorporates a leading catalogue production system that enables the team to create customer-specific catalogues quickly and effectively.
Banner encourages customers to use electronic catalogue formats wherever possible. The Company can provide a version of the hard copy catalogue online, in a flipbook format, alternatively it can be provided on CD.
Please see the continuation of this answer within J1 Permitted Attachment – Implementation. SECTION K - BUSINESS CONTINUITY AND EXIT MANAGEMENT K1 Please provide an overview of how Banner confirms its full and detailed your organisation will approach both understanding of Contract Schedule J business continuity in the event of a (Exit Management) to ensure the disaster/systems failure and how it will orderly transition of data to the work with the Contracting Authority Contracting Authority at either during exit management to termination or expiry of this contract. handover/transfer operations to a new provider. i. BUSINESS CONTINUITY AND DISASTER RECOVERY PLANNING
Procedures - Board Commitment and Accountability
Banner is the largest subsidiary of office2office plc, a publicly listed company that has a duty of care to
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manage risk in a responsible manner. Accordingly, Banner employs a Risk and Opportunity Director, who is fully responsible for evaluating the relative severity and likelihood of each risk to the business; ensuring that risk mitigation plans have been agreed to manage them effectively; and auditing each risk mitigation plan to ensure that it is robust and properly communicated to all relevant staff. The Risk and Opportunity Director reports directly to the Group Board.
Procedures - Planning Methodology
Banner operates a formal Risk Register and Business Continuity Plan, both of which are updated on a quarterly basis. The Risk Register details all identified financial, infrastructure, reputational and commercial risks and action plans to manage them effectively.
It is critical to ensure clear ownership of every business risk. For this reason, each of the risks identified within the Risk Register is allocated to a named business owner and an accountable Director. Named individuals are responsible for ensuring Business Continuity and implementing the agreed mitigation plan in the event that it is required.
Procedures - Testing and Audit
A formal review of the Risk Register and Business Continuity Plan is an agenda item at Group Directors Meetings. Additionally, the Company operates a separate Risk and Opportunity Board that is chaired by the Senior Non-Executive Director, [Redacted Text]. The Committee comprises of the Chief Executive Officer, the Finance Director and the Operations Director.
Banner tests its Business Continuity and Disaster Recovery Plan regularly.
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Please see the response to point (ii) of this question, within the permitted attachment, for a copy of the certificate awarded by IBM Business Continuity and Resiliency Services following a recent Business Continuity Exercise.
Specific procedures to manage risk have been agreed with certain customers. As part of its contractual requirement with the [Redacted Text] Contract, for example, both Banner and [Redacted Text] annually invoke a Disaster situation to test all aspects of its Business Continuity Plan in real time. This extends not only to the Banner infrastructure but to key manufacturers of business critical items. A detailed report is prepared to highlight training or amendments to the plan; and responsibility for taking any necessary corrective actions lies with the accountable Director. [Redacted Text] has undertaken this test on two occasions during the current contract period, each of which has been concluded satisfactorily.
Proven Performance
The Company‟s success in managing risk and ensuring business continuity is evidenced by its consistently high service levels to its customers. Over 99% of goods are routinely delivered next day and e-commerce systems are also available to customers for more than 99% of the time, excluding maintenance during non-business hours.
Banner will approach the planning and implementation of business continuity and exit management with the same rigour and robustness that it has regularly applied for other Customers.
Please see the continuation of this answer within K1 Permitted Attachment – Business Continuity and Exit Management.
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SECTION L - ENVIRONMENTAL CONSIDERATIONS L1 Please provide an overview of how i. MINIMUM SPECIFICATION your organisation proposes to manage REQUIREMENTS the Environmental Considerations outlined in paragraph 16 of Part 1 of Where relevant, Banner confirms that it Schedule A (Specification of has tendered items that fully comply Requirements). with the minimum specification requirements, as outlined in paragraph 6 of Part 1 of Contract Schedule A and further clarified during the bid process, for Product Groupings 1 and 2. For example, adhesive tapes shall be free from PVC, single batteries shall be free from mercury cadmium and paper good shall be manufactured from 100% recycled material content.
Banner will manage the Environmental Considerations outlined in paragraph 16 of Part 1 of this Contract by providing:
• Operational processes managed by an Environmental Management System certified to ISO 14001 with annual targets for improvement reviewed at Board level; • A Product Manager targeted with increasing the availability of products meeting the minimum buying standards, supported by a Contract Management Team promoting the benefits; • A Closed Loop solution eliminating the need for virgin pulp in copier paper manufacture, and extending this innovative closed loop thinking to additional product ranges including toner cartridges, printing papers and plastics; • A focused campaign to reduce packaging and adopt re-usable packaging, such as Recycla-box; • Dynamic routing of all vehicles engaged in the supply office products and Closed Loop Services, minimising the carbon footprint; implementing an innovative supply chain “backloading” policy using Banner vehicles goods from upstream suppliers when returning from their customer
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deliveries.
ii. ENVIRONMENTAL MANAGEMENT STANDARD
Banner has in place an Environmental Policy and operates an Environmental Management System (EMS), applicable to the supply and delivery of Product Groupings 1 and 2. These are certified by the British Standards Institution (BSI) to the environmental management standard BS EN ISO 14001:2004, copy certificate attached at L1 Additional Attachment – ISO14001 Environmental Management. Certification was gained on 18th August 2005 and is retained through regular assessments by external auditors; current certificate number EMS 82635. Sub-contractor, PHS also operates an ISO14001 certified EMS.
The Banner Quality and Environmental Manager is responsible to the Board for ongoing EMS certification to the ISO14001 standard and ensuring that all operations continually improve their environmental performance.
Banner is fully committed to reducing the environmental impacts of its operations. Its EMS is supported by an Environmental Policy that is available to all staff via the Company intranet and displayed in all locations. Staff are encouraged to participate in recycling schemes and incentives are offered in the Distribution Centres for staff to increase the recycling of pallets and waste packaging; the revenue generated being divided equally between the Company, staff and charity. In 2010, Banner donated over £10,000 to local charities.
iii. MANAGING SUPPLIERS
In addition to the financial standing, quality processes and ethical trading policies of suppliers, environmental
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management is a key criterion in supplier selection and continuous performance monitoring. Suppliers are encouraged and supported by Banner, to develop environmental management systems and preference is given to those with ISO14001 certification.
Banner operates a Globe & Tick(TM) certification policy, and as part of this assessment, it reviews the whole life cycle of the product including energy consumption, raw material composition, country of origin, recycled content, transportation methods, packaging and any pre-existing eco labels. An environmental questionnaire is also completed, allowing Banner to monitor the progress and environmental attitudes of each supplier.
Please see the continuation of this answer within L1 Permitted Attachment – Environmental Considerations.
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INFORMATION ONLY QUESTIONNAIRE 1 Please confirm whether your No organisation is currently classified as a Small to Medium sized Enterprise (SME) as outlined in the definition set out within the Contract. 2 If your response to 1 above is “Yes”, Not Applicable please state whether your organisation is currently classified as: - (i) Medium SME; (ii) Small SME, or (iii) Micro SME, as outlined in the definitions set out within the Contract. Please state “Not Applicable” if your response to 1 above is “No”. 3 If your response to 3.1 of the Not Applicable Preliminary Questionnaire is “(iii) Potential Provider is a consortium”, using the template set out within paragraph 2 of Attachment 23 (SME Status), please submit as an attachment to your Tender, details regarding: - (i) the consortium member; (ii) whether they are an SME; and (iii) if they are an SME, whether they are classified as a Medium SME, Small SME, or Micro SME. Within the answer box, please provide the filename of the attachment or state “Not Applicable” if your response to 3.1 of the Preliminary Questionnaire is not “(iii) Potential Provider is a consortium”. 4 If you intend to rely on any sub- Please see FILENAME Attachment 23 contractors to provide the Goods or - SME Status. Services, using the template set out within paragraph 3 of Attachment 23 (SME Status), please submit as an attachment to your Tender, details regarding: - (i) the organisation name; (ii) whether they are an SME; and (iii) if they are an SME, whether they are classified as a Medium SME, Small SME, or Micro SME. Within the answer box, please provide the filename of the attachment or state “Not Applicable” if you do not intend to rely on any sub-contractors.
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5 Using the template set out within Please see FILENAME Attachment 23 paragraph 4 of Attachment 23 (SME - SME Status. Status), please submit as an attachment to your Tender, details regarding: - (i) the number of suppliers within each organisation size classification; and (ii) the percentage breakdown. Within the answer box, please provide the filename of the attachment or state “Not Applicable” if you do not have a supply chain. 6 Please confirm whether your Yes organisation is a member of any Trade Associations or Trade Bodies.
7 If your response to 6 above is “Yes”, Banner belongs to the following Trade please provide the name and Associations or Trade Bodies: registration Number (if applicable) of each Trade Association or Trade Body. • SEDEX – Supplier Ethical Data Exchange Please state “Not Applicable” your Joined June 2008 response to 6 above is “No”. Membership No. S660381246773 (Category B)
SEDEX is a membership organisation for businesses committed to continuous improvement of the ethical performance of their supply chains.
• BOSS Federation - British Office Supplies and Services Federation Gold Member No. 40273, certificate available
• Freight Transport Association Membership No. 47559 Joined July 2003
• Valpak Packaging Compliance Scheme Joined 1997 Membership numbers RM06172 & NM03227 for GB and NI respectively.
• British Safety Council Membership number 242972-BSC
• CBI – Confederation of British
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Industry Joined January 2001 Commercial Member, no. C/66505
• European Recycling Platform Ireland Limited Membership No. 437 WEEE and Batteries compliance scheme in Ireland.
• The WEEE Register Society (Ireland)
Banner has been registered as a WEEE producer in Ireland since 2005 Producer Registration No. IE00935WB
• Transport for London – Freight Operators Recognition Scheme (FORS) - Bronze member
Banner joined as a pioneer member to improve the sustainability of freight performance and freight movements in London and to support initiatives in the London Freight Plan.
• Kyocera Green Card Network Members of the Green Card Network run by the Kyocera Mita Group.
Monthly newsletters help companies look at green issues and encourage improvement and the raising of standards.
PHS are accredited members of the following trade and industry federations:
Principal Member of BSIA - Information Destruction Section Membership no: 583
Accredited Members of FACT (Federation Against Copyright Theft)
Accredited Members of NAID (National Association of Information Destruction)
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PART B
REQUESTED ATTACHMENTS
Requested Attachments.pdf
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PART C
PERMITTED ATTACHMENTS
Permitted Attachments.pdf
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PART D
ADDITIONAL ATTACHMENTS
Additional Attachments.pdf
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H3 Additional Attachment - Worked Example of Management Information Template
H3 Additional Attachment - Worked Example of Managemen Information Template.xlsx
H3 Additional Attachment - Worked Example of Proposed MI Report and Dashboard
H3 Additional Attachment - Worked Example of Proposed MI Report and Dashboard.xlsx
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Government Office Supplies Contract Schedule C (Pricing Document)
SCHEDULE C – PRICING DOCUMENT
Schedule C (Pricing Document).xlsx
£14,427,162.31
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Government Office Supplies Contract Schedule D (Specific Responsibilities of the Parties)
SCHEDULE D – SPECIFIC RESPONSIBILITIES OF THE PARTIES
1. INTRODUCTION 1.1 This Schedule D outlines the specific responsibilities of the parties to this Contract. 1.2 The parties include: 1.2.1 The Contracting Authority 1.2.2 The Contractor(s) 1.2.3 The Customer(s) 1.3 The following annexes have also been included within this Schedule D: 1.3.1 Annex A - Service Level Agreement (SLA) 1.3.2 Annex B - Customer Access Agreement (CAA) 1.3.3 Annex C - Example MOD SLA (consisting of part-populated SLA Schedules specifically relating to the Ministry of Defence’s requirements) 2. CONTRACTING AUTHORITY 2.1 The responsibilities of the Contracting Authority set out in this paragraph 2 shall constitute the Contracting Authority’s responsibilities to this Contract. 2.2 The responsibilities specified within this paragraph shall be provided to the Contractor free of charge, unless otherwise agreed between the parties. 2.3 General Obligations 2.3.1 The Contracting Authority shall: 2.3.1.1 perform its obligations set out within the clauses of this Contract and the relevant paragraphs of the following schedules: - Schedule D (Specific Responsibilities of the Parties); - Schedule E (Contract Management and Management Information); - Schedule F (Variation Procedure); - Schedule H (Further Efficiencies, Incentivisation, and Gainshare); - Schedule I (Implementation Plan); - Schedule J (Exit Management); 2.3.1.2 use its reasonable endeavours to provide the Contractor with access to appropriate members of the Contracting Authority’s staff, as such access is reasonably requested by the Contractor in order for the Contractor to discharge its obligations throughout the Contract Period; 2.3.1.3 provide sufficient and suitably qualified staff to fulfil the Contracting Authority’s roles and duties under this Contract; and 2.3.1.4 use its reasonable endeavours to provide such documentation, data and/or other information that the Contractor reasonably requests that is necessary to perform its obligations under the
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terms of this Contract provided that such documentation, data and/or information is available to the Contracting Authority and is authorised for release by the Contracting Authority. 2.4 Specific Obligations 2.4.1 In relation to this Contract, the Contracting Authority shall: 2.4.1.1 undertake marketing and promotion activities to make eligible customers aware of the arrangement’s availability. This may include: - publishing details of the Contract on the Contracting Authority’s website; - producing promotional material (possibly in the form of articles / newsletters) issued to eligible customers; 2.4.1.2 On-board the Contractor(s) in line with the activities set out within paragraph 5; 2.4.1.3 transition Customers in line with the procedure described within paragraph 6. 3. CONTRACTOR 3.1 The responsibilities of the Contractor set out in this paragraph 3 shall constitute the Contractor’s responsibilities to this Contract. 3.2 The responsibilities specified within this paragraph shall be provided to the Contracting Authority and Customers free of charge, unless otherwise agreed between the parties. 3.3 General Obligations 3.3.1 The Contractor shall: 3.3.1.1 perform its obligations set out within the clauses of this Contract and the relevant paragraphs of the following schedules: - Schedule A (Specification of Requirements); - Schedule B (Contractor’s Solution); - Schedule C (Pricing Document); - Schedule D (Specific Responsibilities of the Parties); - Schedule E (Contract Management and Management Information); - Schedule F (Variation Procedure); - Schedule G (Service Levels and KPIs); - Schedule H (Further Efficiencies, Incentivisation, and Gainshare); - Schedule I (Implementation Plan); - Schedule J (Exit Management); - Schedule L (Security Plan Template);
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3.3.1.2 use its reasonable endeavours to provide the Contracting Authority with access to appropriate members of the Contractor's staff, as such access is reasonably requested by the Contracting Authority in order for the Contracting Authority to discharge its obligations throughout the Contract Period; 3.3.1.3 use its reasonable endeavours to provide the Customer(s) with access to appropriate members of the Contractor's staff, as such access is reasonably requested by the Customer(s) in order for the Customer(s) to discharge its / their obligations throughout the Contract Period; 3.3.1.4 provide sufficient and suitably qualified staff to fulfil the Contractor’s roles and duties under this Contract; and 3.3.1.5 use its reasonable endeavours to provide such documentation, data and/or other information that the Contracting Authority reasonably requests that is necessary to perform its obligations under the terms of this Contract provided that such documentation, data and/or information is available to the Contractor; 3.3.1.6 ensure personnel involved in the delivery of goods and / or services (be they internal, or via a subcontractor or consortia member) are aware of their specific responsibilities in line with this Contract. 3.4 Specific Obligations 3.4.1 In relation to this Contract, the Contractor shall: 3.4.1.1 provide information to the Contracting Authority in order for them to undertake marketing and promotion activities of the arrangement; 3.4.1.2 ensure the Contractor’s content on the Contracting Authority’s website is correct / up to date at all time and reflective of the product range and prices agreed within the Contract; 3.4.1.3 ensure the Contractor’s content on the Customer(s) chosen online order channel or ERP (Enterprise Resource Planning) system is correct / up to date at all time and reflective of the product range and prices agreed within the Contract; 3.4.1.4 ensure the content on the Contractor’s website / procurement facility is correct / up to date at all time and reflective of the product range and prices agreed within the Contract; 3.4.1.5 undertake Contractor marketing and promotion activities to make eligible customers aware of the arrangement’s availability and ensure that the Contracting Authority has been given prior opportunity to quality assure such marketing and promotion material; 3.4.1.6 provide the necessary information and undertake the required activities in line with paragraph 5 (On-boarding Contractors); 3.4.1.7 provide the necessary information and undertake the required activities in line with paragraph 6 (Transitioning Customers).
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Government Office Supplies Contract Schedule D (Specific Responsibilities of the Parties)
4. CUSTOMER 4.1 The responsibilities of the Customer set out in this paragraph 4 shall constitute the Customer’s responsibilities to this Contract. 4.2 The responsibilities specified within this paragraph shall be provided to the Contracting Authority and Contractor free of charge, unless otherwise agreed between the parties. 4.3 A Customer of this Contract can include the Contracting Authority. 4.4 General Obligations 4.4.1 The Contracting Authority shall and shall procure that Other Customers shall: 4.4.1.1 perform its obligations set out within the relevant paragraphs of the following schedules: - Schedule D (Specific Responsibilities of the Parties) including the obligations detailed within the Service Level Agreement / Customer Access Agreement; - Schedule G (Service Levels and KPIs); - Schedule H (Further Efficiencies, Incentivisation, and Gainshare); - Schedule L (Security Plan Template); 4.4.1.2 use its reasonable endeavours to provide the Contractor with access to appropriate members of the Customer’s staff, as such access is reasonably requested by the Contractor in order for the Contractor to discharge its obligations in line with the Order(s); 4.4.1.3 provide sufficient and suitably qualified staff to fulfil the Customer’s role and duties in line with the Order(s); and 4.4.1.4 use its reasonable endeavours to provide such documentation, data and/or other information that the Contractor reasonably requests that is necessary to perform its obligations under the terms of this Contract provided that such documentation, data and/or information is available to the Customer and is authorised for release by the Customer. 4.5 Specific Obligations 4.5.1 In relation to this Contract, the Contracting Authority shall and shall procure that the Other Customers shall: 4.5.1.1 provide the necessary information and undertake the required activities in line with paragraph 6 (Transitioning Customers); 4.5.1.2 place and manage Order(s) in line with the paragraph 6.4 (Ordering Procedure); 4.5.1.3 abide by any relevant terms and conditions relating to Customers’ obligations as set out within the Contract; 4.5.1.4 if required, procure for the Contractor such agreed access and use of the Customer’s premises and / or facilities as is reasonably required for the Contractor to comply with its obligations in line
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with the Order(s), such access to be provided during the Customer’s normal working hours on each Working Day or otherwise as agreed between the parties (such agreement not to be unreasonably withheld or delayed). 5. ON-BOARDING CONTRACTOR(S) 5.1 The following procedure will be adopted when on-boarding Contractor(s) to this Contract. 5.2 Contracting Authority Obligations 5.2.1 The Contracting Authority will undertake the following activities: 5.2.1.1 populate “procserve” with the necessary information relating to the Government Offices Supplies Contract; 5.2.1.2 populate website with details about the Contractor, including publishing details of the agreed product ranges and prices; 5.2.1.3 populate internal systems with details about the Contractor, so that activities can commence relating to audit, financial monitoring, collection and analysis of management information; 5.2.1.4 communicate the programme for contract management and formal contract review activities; 5.2.1.5 work with the Contractor to outline the evidence that would be required in relation to price change requests in accordance with paragraph 4 of Schedule F (Variation Procedure). 5.3 Contractor Obligations 5.3.1 The Contractor will undertake the following activities: 5.3.1.1 ensure systems and procedures are in place to accept new Customers and Order(s) in line with the process and timescales as agreed within Schedule I (Implementation Plan), and in accordance with Customer’s specific requirements as outlined within the Service Level Agreements / Customer Access Agreements; 5.3.1.2 ensure personnel involved in the delivery of goods and / or services (be they internal, or via a subcontractor or consortia member) are aware of their responsibilities in the receipt and processing of Order(s), and take into consideration any special requirements as detailed within a Customer’s Service Level Agreement / Customer Access Agreement; 5.3.1.3 ensure systems and procedures are in place to provide the necessary management information in line with Schedule E (Contract Management and Management Information); 5.3.1.4 ensure systems and procedures are in place to monitor service levels and key performance indicators in line with Schedule G (Service Levels and KPIs); 5.3.1.5 obtain the necessary information in relation to the Transfer of Undertakings (Protection of Employment) Regulations 2006 from
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the incumbent service provider(s) for Customers wishing to procure a Closed Loop Service. 6. TRANSITIONING CUSTOMER(S) 6.1 The following procedure will be adopted when transitioning Customer(s) to this Contract. 6.2 Contracting Authority Obligations 6.2.1 The Contracting Authority will undertake the following activities: 6.2.1.1 make the Service Level Agreement (as provided at Annex A) or Customer Access Agreement (as provided at Annex B) available to the Customer(s) in order to collate the required information for transition activities; 6.2.1.2 provide an extract of the completed Service Level Agreement / Customer Access Agreement to the applicable Contractor(s) so they can commence transition activities. 6.3 Customer Obligations 6.3.1 The Contracting Authority shall and shall procure that the Other Customers shall undertake the following activities: 6.3.1.1 populate the Service Level Agreement / Customer Access Agreement with details regarding their specific organisation and requirements; 6.3.1.2 submit the signed Service Level Agreement / Customer Access Agreement to the Contracting Authority; 6.3.1.3 place Order(s) with the Contractor(s) in line with paragraph 6.4 (Ordering Procedure). 6.3.1.4 ensure the Contractor(s) is / are made aware of any changes to the details provided within the Service Level Agreement / Customer Access Agreement which may affect the delivery of goods and / or services to the Customer. 6.4 Ordering Procedure 6.4.1 Customers wishing to procure goods and / or services through this Government Office Supplies Contract must do so in accordance with the procedure outlined within this paragraph 6.4. 6.4.2 Accessing the arrangement: 6.4.2.1 To access this arrangement, Customers are required to sign and complete the Service Level Agreement / Customer Access Agreement and provide details specific to their organisation, such as their preferred transactional model and method of ordering; their required delivery locations, their specific security requirements. 6.4.2.2 The Contracting Authority will share this information with the Contractor(s) thereby verifying the Customer’s ability to access the arrangement.
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6.4.3 Ordering methods: 6.4.3.1 Customers may place an Order with the Contractor(s) using one of the following two ordering methods: - Purchase to Pay (P2P) – ordering and payment (including government payment cards) to web based market place (Zanzibar) which may include punch out to Contractor hosted government catalogue or Contractor CRM system. - Other transactional ordering – telephone orders, facsimile orders, electronic mail orders, and hard copy written orders, which involve non automated payments including cash, cherub, money transfer (excluding BACS) and non- embedded government payment cards. 6.4.4 Changes to information provided within the Service Level Agreement / Customer Access Agreement: 6.4.4.1 In accessing the arrangement, Customers are required to ensure that the information provided within the Service Level Agreement / Customer Access Agreement is kept up to date at all times. Therefore, the Customer is required to notify the Contractor(s) of any changes to required delivery locations or other information provided which may affect the placement and receipt of Orders.
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Government Office Supplies Contract Schedule D (Specific Responsibilities of the Parties)
ANNEX A
SERVICE LEVEL AGREEMENT
Protect Commercial
SERVICE LEVEL AGREEMENT
between
BUYING SOLUTIONS
and
CROWN BODIES
for the provision of
Office Supplies
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CONTENTS
FORM OF AGREEMENT ...... 10 TERMS AND CONDITIONS ...... 11 A GENERAL PROVISIONS ...... 11 A1 Definitions and Interpretation ...... 11 A2 Agreement Period and Termination of this Agreement ...... 15 A3 Scope of Agreement ...... 15 A4 Non-Exclusivity ...... 16 A5 Notices… ...... 16 A6 Access to Customer’s Premises...... 17 A7 Staff Vetting and Government Baseline Security Standard ...... 18 A8 Security of Premises ...... 18 A9 Security Requirements ...... 18 A10 Property…...... 18 A11 Malicious Software ...... 18 A12 Health and Safety ...... 19 A13 Management Information ...... 19 B PAYMENT TERMS AND CHARGES ...... 19 B1 Charges…………...... 19 C PROTECTION OF INFORMATION...... 20 C1 Confidential Information ...... 20 C2 Freedom of Information ...... 21 D LIABILITIES ...... 21 E TERMINATION OF PRIME CONTRACT ...... 21 F DISPUTES ...... 22 F1 Dispute Resolution ...... 22 F2 Remedies in the event of inadequate performance ...... 22 G SUPPLY OF SERVICES ...... 23 G1 TUPE…… ...... 23 H SUPPLY OF GOODS ...... 24 H1 Delivery……...... 24 H2 Ownership and Risk ...... 25 H3 Non-Delivery ...... 25 H4 Inspection and Rejection ...... 25
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Government Office Supplies Contract Schedule D (Specific Responsibilities of the Parties)
FORM OF AGREEMENT This Agreement is made between the Cabinet Office, as represented by Buying Solutions a trading fund of the Cabinet Office of 3rd Floor, Royal Liver Building, Pier Head, Liverpool, the United Kingdom L3 1PE and [insert name of Customer] whose main or registered office is at [insert address], together referred to as “the Parties” and is effective as of [insert date] (the “Commencement Date”). It is agreed that: This Form of Agreement together with the Schedules are the documents that collectively form the “Agreement”. Signed for and on behalf of:
Buying Solutions [Insert Customer name]
Signature: Signature:
Full Name: Full Name:
Position: Position:
Date: Date:
Contact details Contact details
Address: Address:
Telephone: Telephone:
e-Mail: e-Mail:
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TERMS AND CONDITIONS A GENERAL PROVISIONS A1 Definitions and Interpretation A1.1 In this Agreement unless the context otherwise requires the following provisions shall have the meanings given to them below: “Agent” means an agent appointed by the Customer to Order Goods and Services under this agreement on behalf of the Customer. “Agreement” means this written agreement between the Contracting Authority and the Customer consisting of these Clauses and, any attached Schedules. “Agreement Period” means the period from the Commencement Date to: (a) the date of expiry of the Agreement; or (b) such date of termination or partial termination of the Agreement in accordance with the Law or the provisions of the Agreement. “Commencement Date” means the effective date shown within the Form of Agreement. “Commercially Sensitive Information” means Information notified to the Contracting Authority in writing (prior to the commencement of this Agreement) which has been clearly marked by the Contractor as Commercially Sensitive Information, comprising of information: (a) which is provided by the Contractor to the Contracting Authority in confidence; and/or (b) that constitutes a trade secret. “Confidential Information” means all Information: (a) however it is conveyed or on whatever media it is stored; (b) which comes (or has come) to the attention of or into the possession of a Party before, on or after execution of the Agreement; and (c) which has been designated as confidential by Buying Solutions, the Contractor or a Customer in writing or which ought to be considered as confidential (whether or not it is marked at the time of provision to show that it is imparted in confidence); (d) including but not limited to 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 the Contractor, Buying Solutions or a Customer and all personal data and sensitive personal data within the meaning of the DPA; (e) and which Information is not: (i) in the public domain at the time of disclosure (otherwise then by breach of Clause B4 (Confidential Information); or (ii) received from a third party (who has lawfully acquired it) without restriction as to its disclosure; or (iii) independently developed without access to the Confidential Information.
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“Contracting Authority” means Buying Solutions a trading fund of the Cabinet Office. “Contractor” means Banner Business Services Limited, St. Crispin's House, Duke Street, Norwich, Norfolk, NR3 1PD, who will provide the Goods and Services to the Customer under the Prime Contract. “Crown” means the government of the United Kingdom (including the Northern Ireland Executive Committee and Northern Ireland Departments, the Scottish Executive and the National Assembly for Wales), including, but not limited to, government ministers, government departments, government and particular bodies and government agencies. “Customer” means [name of customer]. “Customer Data” means: (a) data, text, drawings, diagrams, images or sounds (together with any database made up of any of these) which are embodied in any electronic, magnetic, optical or tangible media, and which: (i) are supplied to the Contractor by or on behalf of the Contracting Authority; or (ii) the Contractor is required to generate, process, store or transmit pursuant to this Agreement; and/or (b) any Personal Data for which the Customer is the Data Controller. “Default” means any breach of the obligations of the relevant Party or the Contractor (including but not limited to fundamental breach or breach of a fundamental term) or any other Default, act, omission, negligence or negligent statement of the relevant Party or the Contractor or the Contractor Staff in connection with or in relation to the subject-matter of the Agreement and in respect of which such Party is liable to the other. “Delivery Date” means the date(s) agreed, specified in the Order or (where an extension of time has been agreed with the Customer) the revised date for delivery, of the Goods by the Contractor. “DPA” means the Data Protection Act 1998 together with any guidance and/or codes of practice issued by the Information Commissioner or relevant Crown body in relation to such legislation. “Environmental Information Regulations” means the Environmental Information Regulations 2004 and any guidance and/or codes of practice issued by the Information Commissioner or relevant Crown body in relation to such regulations. “Equipment” means the Contractor’s Equipment, plant, materials and such other items supplied and used by the Contractor in the performance of its obligations under the Agreement. “Fees Regulations” means the Freedom of Information and Data Protection (Appropriate Limit and Fees) Regulations 2004. “FOIA” means the Freedom of Information Act 2000 together with any guidance and/or codes of practice issued by the Information Commissioner or relevant Crown body in relation to such legislation. “Fraud” means any offence under Laws creating offences in respect of fraudulent acts or at common Law in respect of fraudulent acts in relation to the Agreement or defrauding or attempting to defraud or conspiring to defraud the.
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“Goods” means the Goods to be supplied as specified in the Specification of the Prime Contract. “Information” has the meaning given under section 84 of the FOIA. “Intellectual Property Rights” means patents, inventions, trade marks, service marks, logos, design rights (whether registrable or otherwise), applications for any of the foregoing, copyright, database rights, domain names, trade or business names, moral rights and other similar rights or obligations whether registrable or not in any country (including but not limited to the United Kingdom) and the right to sue for passing off. “Law” means any applicable Act of Parliament, subordinate legislation within the meaning of Section 21(1) of the Interpretation Act 1978, exercise of the royal prerogative, enforceable community right within the meaning of Section 2 of the European Communities Act 1972, regulatory policy, guidance or industry code, judgment of a relevant court of Law, or directives or requirements or any Regulatory Body of which the Contractor is bound to comply. “Losses” means all losses, liabilities, damages, costs and expenses (including legal fees on a solicitor/client basis) and disbursements and costs of investigation, litigation, settlement, judgment interest and penalties whether arising in Agreement, tort (including negligence), breach of statutory duty or otherwise. “Malicious Software” means software, program or code designed or intended to infiltrate or damage a computer system without the owner’s informed consent, including: (a) any software program or code intended to destroy, interfere with, corrupt, or cause undesired effects on program files, data or other information, executable code or application software macros, whether or not its operation is immediate or delayed, and whether such program or code is introduced wilfully, negligently or without knowledge of its existence; (b) any other program or code designed or intended to be a virus, worm, time or logic bomb, disabling code or routine, backdoor or similar; and/or (c) any program or code which would have the effect of disabling or shutting down any equipment, hardware, software, systems, networks or other items. “Order” means the Order made by the Customer for Goods and/or Services in the accordance with the Ordering Procedure. “Ordering Procedure” means the Ordering Procedure set out in Schedule A. “Outgoing Contractor” means the person, firm or company currently providing the Services and whose replacement is envisaged pursuant to the Agreement. “Other Customers” means other customers obtaining Goods and Services under the Prime Contract. “Party” means a party to the Agreement. “Premises” means the location where the Goods and Services are to be supplied. “Prime Contract” means the contract made between Buying Solutions, a trading fund of the Cabinet Office (the “Contracting Authority”), of 3rd Floor, Royal Liver Building, Pier Head, Liverpool, the United Kingdom L3 1PE, and Banner Business Services Limited whose main or registered office is at St. Crispin's House, Duke Street, Norwich, Norfolk, NR3 1PD [insert link to contract].
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“Property” means the Property, other than real Property, issued or made available to the Contractor by the Customer in connection with the Agreement. “Regulatory Bodies” means those Crown bodies and regulatory, statutory and other entities, committees, ombudsmen and bodies which, whether under statute, rules, regulations, codes of practice or otherwise, are entitled to regulate, investigate, or influence the matters dealt with in the Agreement or any other affairs of the Contracting Authority and “Regulatory Body” shall be construed accordingly. “Replacement Contractor” means any third Party service provider appointed by the Customer to supply any services which are substantially similar to any of the Services and which the Customer receives in substitution for any of the Services following the expiry, termination or partial termination of the Agreement. “Request for Information” shall have the meaning set out in the FOIA or the Environmental Information Regulations as relevant (where the meaning set out for the term “request” shall apply). “Relevant Transfer” shall have the meaning set out in the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”). “Schedule” means a Schedule attached to, and forming part of, the Agreement. "Security Plan" means the Contractor’s Security Plan prepared pursuant to the Customer’s instructions. "Security Policy" means the relevant Customer’s current Security Policy as updated from time to time. “Services” means the Services to be supplied under this Agreement as specified in the Specification of the Prime Contract. “Specification” means the description of the Goods and Services to be supplied under the Agreement as set out in the Prime Contract. “Staff” means all persons employed by the Contractor to perform its obligations under the Agreement together with the Contractor’s servants, agents, contractors and sub- contractors used in the performance of its obligations under the Agreement. “Transfer Date” means the date that a Relevant Transfer takes place and may or may not be coincidental to the Commencement Date. “VAT” means value added tax in accordance with the provisions of the Value Added Tax Act 1994. “Working Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in the City of London. “Year” means a calendar year. A1.2 The interpretation and construction of this Agreement shall be subject to the following provisions: (a) Words importing the singular meaning include where the context so admits the plural meaning and vice versa; (b) Words importing the masculine include the feminine and the neuter; (c) Reference to a Clause is a reference to the whole of that Clause unless stated otherwise; (d) Reference to any statute, enactment, order, regulation or other similar instrument shall be construed as a reference to the statute, enactment, order,
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regulation or instrument as amended by any subsequent enactment, modification, order, regulation or instrument as subsequently amended or re- enacted; (e) Reference to any person shall include natural persons and partnerships, firms and other incorporated bodies and all other legal persons of whatever kind and however constituted and their successors and permitted assigns or transferees; (f) The words “include”, “includes” and “including” are to be construed as if they were immediately followed by the words “without limitation”; (g) Headings are included in the Agreement for ease of reference only and shall not affect the interpretation or construction of the Agreement. A2 Agreement Period and Termination of this Agreement A2.1 The Agreement shall take effect on the Commencement Date and shall expire automatically on the expiry date of the Prime Contract, unless it is otherwise terminated in accordance with the provisions of the Agreement. A2.2 Either party shall have the right to terminate the Agreement at any time by giving 3 Month’s written notice to the other Party. A2.3 On termination of this Agreement the Customer shall provide such information or assistance as may be reasonably requested by Buying Solutions to ensure the smooth transition of the Goods and Services provision to a Replacement Contractor and to ensure that Buying Solutions can comply with its obligations under the Prime Contract. A3 Scope of Agreement A3.1 This Agreement defines the relationship between Buying Solutions and the Customer in the context of ordering Goods and or Services from the Prime Contract. The Customer acknowledges that it has read and understood the terms and conditions in the Prime Contract. A3.2 The Customer, or their Agent as specified in Schedule B, may during the Agreement period order Goods and/or Services from Buying Solutions in accordance with the Ordering Procedure specified at Schedule A and any specific requirements in the Order. The Goods and Services provided under this Agreement will be kept under review and Buying Solutions may offer additional Goods and services to the Customer from time to time. A3.3 The Customer shall ensure that the Agent may only Order Goods and Services under this agreement where those Goods and Services are to be used solely for the benefit of the Customer. A3.4 The Customer shall ensure that the Agent complies with the Customer’s obligations under this Agreement when Ordering Goods and Services, and the Customer will be liable for and will indemnify Buying Solutions against any acts or omissions by the Agent in connection with this Agreement. A3.5 Buying Solutions, subject only to Default by the Contractor under the Prime Contract, are under an obligation to use reasonable endeavours to ensure that the Contractor supplies the Goods and/or Services to the Customer in accordance with this Agreement, including any specific requirements in the Schedules to this Agreement, and the Suppliers obligations to Customers in the Prime Contract. A3.6 The Customer agrees that Buying Solutions, acting on behalf of and in consultation with the Customer, will be responsible for:
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(a) all claims and disputes arising out of or in connection with the Prime Contract which relate to the Customer; (b) enforcing any term, condition, undertaking, warranty or other provision of the Prime Contract which relate to the Customer; and (c) recovering loss suffered by the Customer as if such loss were suffered or incurred by itself. A3.7 The Customer agrees to reimburse and indemnify Buying Solutions against any Losses, expenses or liabilities arising out of any action taken by Buying Solutions under A3.6(a) and (b) on behalf of the Customer. Buying Solutions agrees to take steps to mitigate any costs, expenses or liabilities. A3.8 The Customer agrees to comply with its obligations stated in this Agreement and shall not do or omit to do anything which would cause Buying Solutions to be in breach of any of its obligations under this Agreement, the Prime Contract or otherwise cause Buying Solutions to incur any liability towards the Contractor. If the Customer fails to comply with this Clause A3.8 the Customer will indemnify Buying Solutions against any resulting claims, losses and liabilities and against any costs Buying Solutions may incur as a result. A3.9 Buying Solutions reserves the right to make changes to this Agreement with reasonable notice and as required. A4 Non-Exclusivity A4.1 Buying Solutions acknowledges that in entering into the Prime Contract no form of exclusivity has been granted by them to the Contractor for the purchase of Goods and Services from the Contractor and that Buying Solutions and the Customer are at all times entitled to enter into other contracts and arrangements with other providers for the provision of any or all of the services or goods which are the same as or similar to the Goods and Services. Notwithstanding the wording in this provision, this Contract supports the centralised category procurement for central government and the expectation is that the Customer, as a central government department, shall solely use the Prime Contract and this Agreement for the supply of its office supplies. The Customer commits to spend at least 20% of its current spend on office supplies through this Agreement. A5 Notices A5.1 Any notices given under or in relation to this Agreement shall be in writing, signed by or on behalf of the Party giving it and shall be served by delivering it personally or by sending it by pre-paid first class post, special or other recorded delivery post, email, or by fax to the address, email address or fax number and for the attention of the relevant Party set out in Clause A5.4. A5.2 A notice shall be deemed to have been received: (a) if delivered personally, at the time of delivery; (b) in the case of pre-paid first class post, special or other recorded delivery three Working Days from the date of posting; and (c) in the case of email or fax, on the day of transmission if sent before 16:00 hours of any Working Day and otherwise at 09:00 hours on the next Working Day and provided that, at the time of transmission of a fax, an error-free transmission report has been received by the sender.
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A5.3 In proving service, it shall be sufficient to prove that personal delivery was made, or that the envelope containing the notice was addressed to the relevant Party set out in Clause A5.4 (or as otherwise notified by that Party) and delivered either to that address or into the custody of the postal authorities as pre-paid first class post, special or other recorded delivery or pre-paid airmail letter and in the case of fax, that a transmission report generated from a fax machine evidences that the fax was transmitted to the relevant fax number. A5.4 For the purposes of Clause A5.1, the address, telephone and fax number of each Party shall be: (a) For the Contracting Authority: Address: For the attention of: [insert details] Tel: Fax:
(b) For the Customer: Address: For the attention of: [insert details] Tel: Fax: A6 Access to Customer’s Premises A6.1 The Customer shall enable the authorised Staff of the Contractor to access the Premises as necessary to enable the Contractor to deliver the Goods and/or Services as ordered in accordance with this Agreement. The Customer may prevent access to the Premises of the Staff who in the opinion of the relevant Customer (which shall be final) is not a fit and proper person to be on the relevant Customer’s Premises. Action taken under this Condition shall be confirmed in writing to Buying Solutions by the relevant Customer. A6.2 The Customer may request from the Contractor a list of the names and addresses of all persons who may require admission in connection with the Agreement to the Premises specifying the capacities in which they are concerned with the Agreement and giving such other particulars as the Customer may reasonably request. A6.3 Where Staff are required to have a pass for admission to a Customer’s Premises, the Customer’s representative shall, subject to satisfactory completion of approval procedures, arrange for passes to be issued. A6.4 The Customer may, by written notice to the Contractor, refuse to admit onto, or withdraw permission to remain on, the Premises to: (a) any member of the Contractor’s Staff; or (b) any person employed or engaged by any member of the Contractor’s Staff, whose admission or continued presence would, in the reasonable opinion of the Customer, be undesirable, and such decision shall be final and conclusive. A6.5 If the Contractor fails to comply with Clause A6.2 within 14 days of the date of the request and in the reasonable opinion of the Customer such failure may be
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prejudicial to their interests, then the Customer may refuse admission to the Contractor. Action taken under this Condition shall be confirmed in writing to Buying Solutions by the relevant Customer. A7 Staff Vetting and Government Baseline Security Standard A7.1 The Customer shall inform the Contractor in accordance with Schedule D of any further specific additional security requirements over and above Her Majesty’s Government (HMG) Baseline Personnel Security Standard (the Baseline Standard) in respect of all persons employed or engaged in the performance of obligations under the Agreement. A8 Security of Premises A8.1 The Customer shall provide to the Contractor upon request copies of its written security procedures and shall afford the Contractor, upon request from Buying Solutions, with an opportunity to inspect its physical security arrangements. A9 Security Requirements A9.1 If the Customer has any additional security requirements it shall notify Buying Solutions within 10 Working Days of the Commencement of this Agreement. Upon receipt of such notification Buying Solutions shall use reasonable endeavours to ensure that the Contractor complies with these additional requirements. Where additional costs are incurred by either Buying Solutions or the Contractor as a result of these additional requirements the Customer will reimburse Buying Solutions or the Contractor as appropriate. A9.2 In the event that the Customer requires that a Contractor prepares a Security Plan, the Customer shall provide the Contractor with its Security Policy, as amended from time to time, and work with the Contractor to enable the Contractor to complete a Security Plan, covering such matters as detailed in Schedule E. A10 Property A10.1 Buying Solutions shall procure that, in accordance with the Prime Contract, the Contractor shall ensure the security of all the Property whilst in its possession, either on the Premises or elsewhere during the supply of the Goods or Services, in accordance with the relevant Customer’s reasonable security requirements as required from time to time. A10.2 Buying Solutions shall ensure that the Customer is reimbursed by the Contractor in accordance with the Prime Contract for all loss of, or damage to, the Property (excluding fair wear and tear), unless such loss or damage was caused by the Customer. The Customer shall inform Buying Solutions within 2 Working Days of becoming aware of any defects appearing in, or losses or damage occurring to, the Property and failure to do so will result in the Customer forfeiting their right to reimbursement. The final decision as to whether the Property is lost or damaged and who caused the loss or damage will be made by Buying Solutions. A11 Malicious Software A11.1 The Contractor is under an obligation to use the latest anti-virus definitions. In the event that Malicious Software is found in the ICT environment used to deliver the Agreement, the Customer shall co-operate with Buying Solutions and the Contractor to reduce the effect of the Malicious Software and, particularly if Malicious Software causes loss of operational efficiency or loss or corruption of Customer Data, assist in the mitigation of any losses.
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A11.2 The Customer will reimburse Buying Solutions for the costs of reducing the effect of Malicious Software if the Malicious Software originates from the Customer Software or the Customer Data (whilst the Customer Data was under the control of the Customer). A12 Health and Safety A12.1 The Customer shall promptly notify Buying Solutions and the Contractor of any health and safety hazards which may exist or arise at the Premises and which may affect the Contractor in the performance of its obligations under the Agreement. A13 Management Information A13.1 The Customer shall assist Buying Solutions in compiling any management information it reasonably requires to monitor the use of the Prime Contract by the Customer under this Agreement and of the Contractor’s performance. B PAYMENT TERMS AND CHARGES B1 Charges B1.1 The Agreement Charges and rates, as shown in the pricing schedule of the Prime Contract, shall remain fixed unless Buying Solutions notifies the Customer to the contrary following an annual review of prices or otherwise in accordance with the Prime Contract. B1.2 The Customer shall check the accuracy of any invoice received and shall raise any queries with the Contractor within 3 days of receipt of the invoice. B1.3 The Customer shall pay all sums due to the Contractor within [15 days] of receipt of a valid invoice submitted in accordance with the Customer’s reasonable instructions as set out in Schedule B. B1.4 If any amount payable under this Agreement is not paid within 30 days of the due date for payment, interest shall be payable by the Customer at a rate of 5% above the base rate of the Bank of England, from the due date to the date of actual payment. B1.5 Buying Solutions shall seek reimbursement from the Customer under this Agreement of any sums due to the Contractor which Buying Solutions is required to pay under the Prime Contract for late payment or non payment by the Customer for any Goods and/ or Services. B1.6 The Customer shall repay to Buying Solutions any overpayment paid by the Contractor to the Customer.
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C PROTECTION OF INFORMATION C1 Confidential Information C1.1 Except to the extent set out in this Clause or where disclosure is expressly permitted elsewhere in this Contract: (a) Buying Solutions shall procure that the Contractor shall treat the Customer’s Confidential Information as confidential and safeguard it accordingly; and (b) Buying Solutions shall procure that the Contractor shall not disclose the Customer’s Confidential Information to any other person without the Customer's prior written consent; and (c) The Customer shall treat the Contractor’s Confidential Information as confidential and safeguard it accordingly; and (d) The Customer shall not disclose the Contractor’s Confidential Information to any other person without the Contractor’s prior written consent. C1.2 Clause C1.1 shall not apply to the extent that: (a) such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, Code of Practice on Access to Government Information or the Environmental Information Regulations pursuant to Clause C2 (Freedom of Information); (b) such Information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the Information owner; (c) such Information was obtained from a third party without obligation of confidentiality; (d) such Information was already in the public domain at the time of disclosure otherwise than by a breach of this Agreement; or (e) it is independently developed without access to the other Party or the Contractor's Confidential Information. C1.3 Buying Solutions shall procure that itself and in accordance with the Prime Contract, the Contractor, shall not, and shall procure that their Staff do not, use any of the Customer's Confidential Information received otherwise than for the purposes of the Agreement. C1.4 Buying Solutions shall procure that, where deemed appropriate by the Customer and at the written request of the Customer, the Contractor shall procure that their Staff sign a confidentiality undertaking prior to commencing any work in accordance with the Agreement. C1.5 Nothing in this Agreement shall prevent the Customer from disclosing the Contractor's Confidential Information: (a) to the Crown or any Other Customer or Contracting Authority. The Crown, any Other Customer and any Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to the Crown any Other Customer or other Contracting Authorities on the basis that the Information is confidential and the Customer shall ensure that the Information is not disclosed to a third Party which is not part of the Crown any Other Customer or any Contracting Authority;
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(b) to any consultant, Contractor or other person engaged by the Customer any person conducting an Office of Government Commerce gateway review; (c) for the purpose of the examination and certification of Customer's accounts; or (d) for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources. C1.6 The Customer shall use all reasonable endeavours to ensure that any Crown body, Other Customer, Contracting Authority, employee, third party or sub-contractor to whom the Contractor’s Confidential Information is disclosed pursuant to Clause C1.5 is made aware of Buying Solutions and the Customer's obligations of confidentiality. C1.7 Nothing in this Clause C1 shall prevent the Customer, Buying Solutions or the Contractor using any techniques, ideas or know-how gained during the performance of the Agreement in the course of its normal business to the extent that this use does not result in disclosure of the other party's Confidential Information or an infringement of its Intellectual Property Rights. C2 Freedom of Information C2.1 Buying Solutions and the Customer shall and shall procure that any sub-contractors shall: (a) inform the other Party of all Requests for Information relating to this Agreement that it receives as soon as practicable and in any event within 2 Working Days of receiving a Request for Information, and (b) consult the other Party before determining whether or not the Information requested is exempt in accordance with the provisions of the Code of Practice on Government Information, FOIA or the Environmental Information Regulations. C2.2 The Customer shall consult with the Contractor before disclosing any Confidential Information of the Contractor unless the Customer is obliged under the FOIA to disclose such Information without consulting the Contractor. D LIABILITIES D1.1 The Customer acknowledges and accepts that: (a) the aggregate liability of Buying Solutions and the Contractor for all Defaults resulting in direct loss of or damage to the property of the other under or in connection with the Prime Contract shall in no event exceed one million pounds (£1,000,000); and (b) the aggregate liability of the Contractor for all Defaults resulting in direct loss of or damage to the property of the Customer under or in connection with the Prime Contract shall in no event exceed one million pounds (£1,000,000); and (c) the annual aggregate liability under the Prime Contract of either Buying Solutions or the Contractor for all Defaults other than a Default governed by D1.1 (a) and (b) shall in no event exceed the greater of £100,000 or 125 % of Customer spend in the year in which the liability arises. E TERMINATION OF PRIME CONTRACT E1.1 Where Buying Solutions terminates the Prime Contract with the Contractor and makes other arrangements for the supply of Goods or Services the Customer shall take all reasonable steps to mitigate consequent additional expenditure.
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F1.2 At the request of Buying Solutions the Customer shall cease making payments direct to the Contractor and shall make those payments direct to Buying Solutions until notified otherwise by Buying Solutions. F DISPUTES F1 Dispute Resolution F1.1 The Customer shall attempt in good faith to negotiate with the Contractor a settlement to any dispute arising out of or in connection with the Agreement within 20 Working Days of either the Customer or Contractor notifying the other of the dispute and such efforts shall involve the escalation of the dispute to the finance director (or equivalent) of each party. F1.2 If the dispute cannot be resolved by the Customer and Contractor pursuant to Clause F1.1 the Customer shall notify Buying Solutions who shall escalate the matter, and if necessary commence the dispute resolution procedure under the Prime Contract on behalf of the Customer. F2 Remedies in the event of inadequate performance F2.1 Where a Customer has a complaint about the standard of the Services or about the manner in which any Services have been performed or about the materials and procedures used or about any other matter connected with the performance of the Contractor’s obligations under the Agreement, the Customer shall notify Buying Solutions and Buying Solutions shall notify the Contractor and, where considered appropriate by Buying Solutions, investigate the complaint. Buying Solutions may, in its sole discretion, uphold the complaint and take further action in accordance with the Prime Contract. F2.2 Where either Party has a complaint about the other party’s performance of obligations under this Agreement, the Parties shall escalate the complaint as follows: (a) in respect of a complaint by the Customer, the Customer’s primary contact shall raise the complaint with Buying Solutions’ contract manager, or in respect of a complaint by Buying Solutions, Buying Solutions’ contract manager shall raise the complaint with the Customer’s primary contact, and they shall attempt in good faith to resolve the complaint; (b) if the complaint cannot be resolved pursuant to clause F2.2(a), the Party in dispute shall raise the complaint to either the Customer’s commercial director or Buying Solutions’ category manager as the case may be as soon as reasonably practicable and they shall attempt in good faith to resolve the dispute; and (c) if the dispute cannot be resolved pursuant to clause F2.2(b), the Party in dispute shall raise the complaint with the Customer’s finance director or Buying Solutions’ category director as the case may be as soon as reasonably practicable for ultimate resolution.
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G SUPPLY OF SERVICES G1 TUPE G1.1 Definitions and Interpretation In this Clause G (except where context otherwise requires) the following words and expressions will have the following meanings: “Subsequent Transferring Employees” means all those Staff wholly and/or mainly engaged in providing Services to Customers immediately before the Subsequent Transfer save for those who object to their transfer pursuant to Regulation 4(7) of TUPE; “Transferring Employees” means all those employees of the Outgoing Contractor wholly and/or mainly engaged in providing services to Customers which are similar to any of the Services immediately before the Transfer Date save for those who object to their transfer pursuant to Regulation 4(7) of TUPE; “TUPE” means the Transfer of Undertakings (Protection of Employment) Regulations 2006. G1.2 Clauses G1.2, G1.3 and G1.4 only apply where, prior to the Transfer Date, the Customer is receiving services from the Outgoing Contractor which are substantially similar to any of the Services the Customer will receive under this Agreement, G1.3 In the event that TUPE applies in relation to the Contractor’s provision of Services under this Agreement, the Customer shall indemnify and keep indemnified and hold the Contractor harmless from and against all reasonable costs (including reasonable legal costs) losses and expenses and all damages, compensation, fines and liabilities arising out of or in connection with: (a) any claim or demand by any Transferring Employee (whether in contract, tort, under statute, pursuant to European Law or otherwise,) including, without limitation, any claim for unfair dismissal, wrongful dismissal, a redundancy payment, breach of contract, unlawful deduction from wages, discrimination on the grounds of sex, race, age, disability, sexual orientation, religion or religious belief, a protective award or a claim or demand of any other nature in each case arising directly or indirectly from any act, fault or omission of the Customer or Outgoing Contractor in respect of any Transferring Employee on or before the Transfer Date; (b) any failure by the Customer or Outgoing Contractor to comply with their obligations under Regulations 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 Transferee to comply with its duties under Regulation 13 of TUPE; and (c) any claim (including any individual employee entitlement under or consequent on such a claim) by any trade union, body, or person representing any Transferring Employees arising from or connected. G1.4 The Customer shall be responsible for all emoluments and outgoings in respect of the Transferring Employees (including, without limitation, all wages, bonuses, commission, premiums, subscriptions, PAYE and national insurance contributions and pension contributions) which are attributable in whole or in part to the period up to and including the Transfer Date (including bonuses or commission which are payable after the Transfer Date but attributable in whole or in part to the period on or before the Transfer Date), and will indemnify/keep indemnified and hold the Contractor (both for itself and any sub-contractor ) harmless from and against all reasonable costs (including reasonable legal costs) losses and expenses and all
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damages, compensation, fines and liabilities the Contractor or any sub-contractor may incur in respect of the same. G1.5 The Parties envisage that, subsequent to the commencement of the provision of the Services by the Contractor, the identity of the provider of the Services to Customers may change (whether as a result of termination or expiry of this Agreement, or part, or otherwise) resulting in Services identical or substantially similar to the Services (or any part thereof) being undertaken by a Customer or a Replacement Contractor in substitution. Such change in the identity of the Contractor of such Services shall be a "Subsequent Transfer". The parties acknowledge that a Subsequent Transfer will be a Relevant Transfer within the meaning of TUPE and in such event, the Customer, or a Replacement Contractor, would inherit liabilities in respect of the Subsequent Transferring Employees. G1.6 In the event that there is a Subsequent Relevant Transfer, the Customer shall indemnify Buying Solutions against all reasonable costs (including reasonable legal costs) losses and expenses and all damages, compensation, fines and liabilities arising out of, or in connection with: (a) the employment or the termination of the employment of each of the Subsequent Transferring Employees by the Replacement Contractor or any sub-contractor of the Replacement Contractor that the Customer engages at any time on or after the Subsequent Transfer Date which arise as a result of an act or omission of the Replacement Contractor or any sub-contractor of the Replacement Contractor during the period from and including the Subsequent Transfer Date; and (b) any claim by any employee or trade union representative or employee representative arising whether before or after the Subsequent Transfer Date out of any failure by the Replacement Contractor or any sub-contractor of the Replacement Contractor that the Customer engages to comply with their obligations under Regulation 13 of TUPE in relation to any Subsequent Transferring Employee or any other employee engaged wholly or mainly in connection with the Services by the Replacement Contractor or any sub- contractor of the Replacement Contractor. H SUPPLY OF GOODS H1 Delivery H1.1 In accordance with the Prime Contract Buying Solutions shall procure that the Contractor shall deliver the Goods at the time(s) and date(s) specified in the Order. H1.2 Unless otherwise stated in the Order where the Goods are delivered by the Contractor, the point of delivery shall be when the Goods are removed from the transporting vehicle at the Premises. Where the Goods are collected by the Customer, the point of delivery shall be when the Goods are loaded on the Customer’s vehicle. H1.3 Except where otherwise provided in the Agreement or the Order, delivery shall include the unloading, stacking or installation of the Goods by the Staff or the Contractor’s contractors or carriers at such place as the Customers or duly authorised person shall reasonably direct. H1.4 The Customer shall be under no obligation to accept or pay for any Goods delivered in excess of the quantity ordered. If the Customer elects not to accept such over- delivered Goods it shall give notice in writing to the Contractor to remove them within 5 Working Days and to refund to the Customer any expenses incurred by it as a
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result of such over-delivery (including but not limited to the costs of moving and storing the Goods), failing which the Customer may dispose of such Goods and charge the Contractor for the costs of such disposal. The risk in any over-delivered Goods shall remain with the Contractor unless they are accepted by the Customer. H1.5 The Customer shall be under no obligation to accept or pay for any Goods supplied earlier than the date for delivery stated in the Order. H1.6 Unless expressly agreed to the contrary, the Customer shall not be obliged to accept delivery by instalments. If, however, the Customer does specify or agree to delivery by instalments, delivery of any instalment later than the date specified or agreed for its delivery shall, without prejudice to any other rights or remedies of Buying Solutions or the Customer, entitle the Customer to terminate the whole of any unfulfilled part of the Order without further liability to the Customer or Buying Solutions. H2 Ownership and Risk H2.1 Subject to Clause H1 risk in the Goods shall, without prejudice to any other rights or remedies of the Customer (including the Customer’s rights and remedies under Clause H4 (Inspection and Rejection)), pass to the Customer at the time of delivery. I2.2 Ownership in the Goods shall, without prejudice to any other rights or remedies of the Customer (including the Customer’s rights and remedies under Clause H4 (Inspection and Rejection)), pass to the Customer at the time of delivery (or payment, if earlier). H3 Non-Delivery H3.1 Where the Goods, having been placed in transit, fail to be delivered to the relevant Customer on the due date for delivery, the Customer shall, (provided that the Customer has been advised in writing of the dispatch of the Goods), within 10 Working Days of the notified date of delivery, give notice to the Contractor that the Goods have not been delivered and may request the Contractor free of charge to deliver substitute Goods within the timescales specified by the Customer or terminate the Order. H4 Inspection and Rejection H4.1 The Customer may by written notice to the Contractor reject any of the Goods which fail to conform to meet the Specification as set out in the Prime Contract. Such notice shall be given within a reasonable time after delivery to the Customer of such Goods. If the Customer rejects any of the Goods pursuant to this Clause the Customer may (without prejudice to other rights and remedies) either: (a) have such Goods promptly, and in any event within 5 Working Days, either repaired by the Contractor or replaced by the Contractor with Goods which conform in all respects with the Specification and due delivery shall not be deemed to have taken place until such repair or replacement has occurred; or (b) treat the Order as terminated and obtain a refund from the Contractor in respect of the Goods concerned together with payment of any additional expenditure reasonably incurred by the Customer in obtaining other Goods in replacement provided that the Customer uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Goods. For the avoidance of doubt, the Customer will be deemed to have accepted the Goods if it expressly states the same in writing or fails to reject the Goods in accordance with this Clause H4.1.
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H4.2 The issue by the Customer of a receipt note for the Goods shall not constitute any acknowledgement of the condition, quantity or nature of those Goods, or the Customer's acceptance of them. H4.3 Any Goods rejected or returned by the Customer as described in Clause H4.1 shall be returned to the Contractor at the Contractor’s risk and expense. H4.4 The Customer may by written request require the Contractor to remove from the Premises any materials brought into the Premises by the Contractor, which in the reasonable opinion of the Customer are either hazardous, noxious or not in accordance with the Agreement and substitute proper and suitable materials at the Contractor’s expense as soon as reasonably practicable.
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Schedule A Order Schedule
ORDERING PROCEDURE 1. Introduction 1.1 If Buying Solutions or the Customer wishes to procure goods and / or services through this arrangement then it will procure them in accordance with the procedure set out in this Schedule A (Ordering Procedure). 2. Accessing the arrangement 2.1 To access this arrangement, Customers are required to sign and complete this Agreement and provide details specific to their organisation, such as their preferred transactional model and method of ordering; their required delivery locations, their specific security requirements. 2.2 Buying Solutions will share this information with the Contractor(s) thereby verifying the Customer’s ability to access the arrangement. 3. Ordering methods 3.1 Customers may place an Order with the Contractor(s) using one of the following two ordering methods: 3.1.1 Purchase to Pay (P2P) – ordering and payment (including government payment cards) to web based market place (Zanzibar) which may include punch out to Contractor hosted government catalogue or Contractor CRM system. 3.1.2 Other transactional ordering – telephone orders, facsimile orders, electronic mail orders, and hard copy written orders, which involve non automated payments including cash, cherub, money transfer (excluding BACS) and non-embedded government payment cards. 4. Changes to information provided within this Agreement 4.1 In accessing the arrangement, Customers are required to ensure that the information provided within this Agreement is kept up to date at all times. Therefore, the Customer is required to notify the Contractor(s) of any changes to required delivery locations or other information provided which may affect the placement and receipt of Orders.
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Schedule B Customer Ordering Requirements
Ordering Method Please select your preferred method of ordering
Transaction Model A Transaction Model B Purchase to Pay (P2P) Telephone Supplier’s CRM system Facsimile eMarketplace: E-mail Zanzibar Hard copy postal order OPEN IDeA @UK Other: Insert name of eMarketplace
If you have selected Purchase to Pay (P2P) above, please provide further information regarding the system (including the system name, e.g. Oracle, SAP) and any constraints within the space below:
Payment Method Please select your preferred method of payment
Transaction Model A Transaction Model B Embedded payment card Non-embedded payment card Automated money transfer (including Money transfer BACS) Cash
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Government Catalogue Accessibility
If you have selected ‘contractor’s system’ as the preferred method of accessing the Government Catalogue, please provide the name and e-mail address for those individuals that you would like to authorise Orders from the Government Catalogue before issue to the Contractor (Note: If you would like more than 10 individuals to authorise Orders, please complete Schedule B1 instead which is an annex to this document):
No Name E-mail Address 1 2 3 4 5 6 7 8 9 10
Red Route Goods Please confirm whether your organisation would like to purchase Red Route Goods Yes - our organisation would like to purchase Red Route Goods No - our organisation would not like to purchase Red Route Goods
If you have selected “Yes”, please note that the purchase of Red Route Goods is restricted to 6 individuals per organisation. Please provide the name and e-mail address for those individuals that you would like to be able to purchase Red Route Goods:
No Name E-mail Address 1 2 3 4 5 6
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Packing and Marking of Goods
If you have any specific requirements related to the packing and marking of Goods for delivery to your organisation, please provide further details below:
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Schedule C Delivery Schedule
Delivery Location Specific Delivery Requirements Delivery Location Address Post Code (e.g. Accessibility to Premises)
Note: If the above Delivery Schedule table does not contain a sufficient number of rows to cover each of your required delivery locations, please complete Schedule C1 which is available as an annex to this document.
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Schedule D Additional Security Required
If you have any additional requirements related to security, such as security cleared delivery drivers or a confidentiality undertaking is required (if procuring a Closed Loop Service), please provide further details below:
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Schedule E Security Plan Template
1. INTRODUCTION 1.1 The Contractor is required to prepare a security plan pursuant to clause 9.2 of this Agreement for specific Customers during transition activities and in accordance with the Customer’s security policy. 1.2 Buying Solutions has provided this template to facilitate the process and to ensure consistency across Customers accessing the Government Office Supplies Contract. 1.3 During transition activities, the Contractor is required to provide responses to the questions contained within this Contract Schedule E to the applicable Customer if required. 1.3 The security plan must be agreed and signed between the Contractor and the Customer at paragraph 13 and a copy must be retained by the Customer. 2. SECURITY PLAN TEMPLATE 3. Transfer of Customer data 3.1 Any proposed transfer of Customer data must be approved by the Customer’s appropriate data guardian in writing. If the Contractor is unsure whether the necessary approval has been obtained the data transfer must not proceed. 3.2 Where data transfers are necessary in the performance of the Government Offices Supplies Contract, they should be made by automated electronic secure transmission via the Government Secure Internet (GSI) with the appropriate level of security control. Individual data records (unless as part of a bulk transfer of an anonymised respondent survey data) will require specific transfer arrangements. Transfer of aggregated data such as results, presentations, draft and final reports may also need discussion and agreement, again in advance of any such transfer. 3.3 Whenever possible, putting data on to removable media should be avoided. Where this is unavoidable: 3.3.1 hard drives and personal digital assistants must not be used except in the circumstances set out in the Customer’s data security booklet; and 3.3.2 CD-ROM/DVD/floppy/USB sticks are only to be used after discussion and agreement with the Customer in advance of any such transfer. 3.3.3 If the use of removable media is approved, data must be written to them in a secure, centralised environment and be encrypted to the Customer’s standards. If you anticipate transferring data on removable media when supplying goods and / or services to the Customer, please set out the proposed transfer procedures for consideration below:
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4. Sub-Contractors 4.1 The requirements set out in this security plan also apply to any sub-contractors engaged by the Contractor to perform any of the services under the Government Office Supplies Contract. 4.2 If you intend to involve sub-contractors at any stage when supplying goods and / or services to the Customer, please list them below and provide details of how you will ensure their compliance with all aspects of this security plan.
4.3 Please also confirm your understanding and agreement that the transfer of any data to third parties is prohibited without prior written consent from the Customer.
5. Data Records 5.1 If appropriate, please provide details of any database you anticipate using when supplying goods and / or services to the Customer that will include personal information relating to an individual comprising more than the agreed number of individual customer records. Please identify the precise data to be held, in what format/medium and the locations where this data will be processed.
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5.2 If appropriate, please provide details of any paper records and files you anticipate using when supplying goods and / or services to the Customer that will include personal information relating to an individual comprising more than the agreed number of individual customer records. Please identify the precise data to be held, in what paper format and the locations where this data will be stored, managed and processed. Please also set out the means of secure storage and retrieval.
6. Contractor personnel 6.1 Please provide details of the measures you have in place to ensure your staff are vetted to the standard required by the Customer.
6.2 How will you ensure that all your staff requiring access to the Customer data are aware of the confidential nature of the Customer data and comply with their legal and specific obligations.
6.3 Please provide details of the ongoing training you provide to staff in respect of data security, including the identification and reporting of security incidents.
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7. Customer Data Security and Data Protection 7.1 Please provide details of your organisation’s business continuity and disaster recovery plans in terms of the Customer’s data.
7.2 Please provide details of the overall security and access control of your systems (including use and control of back up systems) and how they meet Customer requirements as per the Customer’s security policy.
7.3 Please provide details of the technical and organisational measures you have in place, or are proposing to implement in order to protect Customer data from unauthorised or unlawful use or processing.
7.4 Please describe how you will protect Customer data against accidental loss, destruction, damage, alteration or disclosure.
7.5 Please describe how you will ensure that Customer data is not stored, copied, disclosed, generated or used except as necessary for the performance of your obligations when supplying goods and / or services to the Customer or as otherwise expressly authorised in writing by the Customer.
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7.6 Please confirm your data protection commissioner registration number and details of how you ensure that your organisation and personnel comply with the Data Protection Act 1988.
7.7 Please confirm that Customer data will not be processed or stored outside the UK without the express permission of the Customer.
Name: Organisation: Position: Signature: Date:
8. Confidentiality 8.1 The Customer may require the Contractor to sign a confidentiality agreement when supplying goods and / or services.
9. Other Security Requirements 9.1 Premises - Please provide details of the security measures in place for restricting access to your premises including alarm systems and security staff etc.
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9.2 Portable media – Please provide details of the policies you have in place for the use of portable media and storage devices including the level of encryption and controlled access procedures exceptionally loaded with Customer data.
9.3 Malicious software – Please provide details of the anti-virus software you use and how regularly you update it.
10. Incident handling 10.1 Please set out your proposed incident handling procedures in the event of electronic and hard copy data loss including but not limited to, items of portable media and equipment such as PCs, Laptops, Blackberry’s, USB’s, discs or similar. Such loss to include theft, attempted theft, misuse or inappropriate accessing of data within your organisation and those of any subcontractors or partners you may use to deliver the contract. This must include any remedial action that you would propose to mitigate the data loss, outline a documented reporting process and identify and provide contact details for a nominated member of your staff with responsibility for investigating the incident.
11. Disciplinary Procedures 11.1 Please describe your disciplinary procedures in the event of a security breach involving Customer data.
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12. Exit Requirements 12.1 All Customer data held electronically (including back ups) or in hard copy form by the Contractor, must either be returned or destroyed at the end of the project or when access to that data is no longer required, whichever is earliest. When equipment that holds or has held data is disposed of or destroyed, all data must be rendered unreadable and irretrievable. Please set out how you will meet these requirements.
13. Signed Undertaking 13.1 This document is signed in acceptance that the signatory’s organisation, and any other organisations accessing Customer Data on behalf of the Contractor, will comply with all requirements herein unless specifically agreed in advance with the Customer.
Signed: Print name: Position in organisation: Full address of organisation: Date:
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ANNEX B
CUSTOMER ACCESS AGREEMENT
Protect Commercial
CUSTOMER ACCESS AGREEMENT
between
BUYING SOLUTIONS
and
NON-CROWN PUBLIC BODIES
for the provision of
Office Supplies
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CONTENTS
FORM OF AGREEMENT ...... 43 TERMS AND CONDITIONS ...... 44 A GENERAL PROVISIONS ...... 44 A1 Definitions and Interpretation ...... 44 A2 Agreement Period and Termination of this Agreement ...... 48 A3 Scope of Agreement ...... 48 A4 Non-Exclusivity ...... 49 A5 Obligations of Buying Solutions ...... 49 A6 Notices...... 49 A7 Mistakes in Information ...... 50 A8 Access to Customer’s Premises...... 50 A9 Staff Vetting and Government Baseline Security Standard ...... 51 A10 Security of Premises ...... 51 A11 Security Requirements ...... 51 A12 Property ...... 51 A13 Malicious Software ...... 52 A14 Health and Safety ...... 52 A15 Management Information ...... 52 B PAYMENT TERMS AND CHARGES ...... 52 B1 Charges ...... 52 B2 Compliance with Value Added Tax and Other Tax Requirements ...... 53 C PROTECTION OF INFORMATION...... 53 C1 Confidential Information ...... 53 C2 Freedom of Information ...... 54 D CONTROL OF THE AGREEMENT...... 55 D1 Waiver ...... 55 D2 Severability ...... 55 D3 Remedies Cumulative ...... 55 D4 Entire Agreement ...... 55 E LIABILITIES ...... 55 F TERMINATION OF PRIME CONTRACT ...... 56 G DISPUTES AND LAW ...... 56 G1 Governing Law and Jurisdiction ...... 56 G2 Dispute Resolution ...... 56
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G3 Remedies in the event of inadequate performance ...... 56 H SUPPLY OF SERVICES ...... 57 H1 TUPE ...... 57 I SUPPLY OF GOODS...... 58 I1 Delivery ...... 58 I2 Ownership and Risk ...... 59 I3 Non-Delivery ...... 59 I4 Inspection, Rejection and Guarantee ...... 59
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FORM OF AGREEMENT This Agreement is made between the Cabinet Office, as represented by Buying Solutions a trading fund of the Cabinet Office of 3rd Floor, Royal Liver Building, Pier Head, Liverpool, the United Kingdom L3 1PE and [insert name of Customer] whose main or registered office is at [insert address], together referred to as “the Parties” and is effective as of [insert date] (the “Commencement Date”). It is agreed that: This Form of Agreement together with the Schedules are the documents that collectively form the “Agreement”. The Agreement effected by the signing of this Form of Agreement constitutes the entire agreement between the Parties relating to the subject matter of the Agreement and supersedes all prior negotiations, representations or understandings whether written or oral. Signed for and on behalf of:
Buying Solutions [Insert Customer name]
Signature: Signature:
Full Name: Full Name:
Position: Position:
Date: Date:
Contact details Contact details
Address: Address:
Telephone: Telephone:
e-Mail: e-Mail:
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TERMS AND CONDITIONS A GENERAL PROVISIONS A1 Definitions and Interpretation A1.1 In this Agreement unless the context otherwise requires the following provisions shall have the meanings given to them below: “Agent” means an agent appointed by the Customer to Order Goods and Services under this agreement on behalf of the Customer. “Agreement” means this written agreement between the Contracting Authority and the Customer consisting of these Clauses and, any attached Schedules. “Agreement Period” means the period from the Commencement Date to: (a) the date of expiry of the Agreement; or (b) such date of termination or partial termination of the Agreement in accordance with the Law or the provisions of the Agreement. “Commencement Date” means the effective date shown within the Form of Agreement. “Commercially Sensitive Information” means Information notified to the Contracting Authority in writing (prior to the commencement of this Agreement) which has been clearly marked by the Contractor as Commercially Sensitive Information, comprising of information: (a) which is provided by the Contractor to the Contracting Authority in confidence; and/or (b) that constitutes a trade secret. “Confidential Information” means all Information: (a) however it is conveyed or on whatever media it is stored; (b) which comes (or has come) to the attention of or into the possession of a Party before, on or after execution of the Agreement; and (c) which has been designated as confidential by Buying Solutions, the Contractor or a Customer in writing or which ought to be considered as confidential (whether or not it is marked at the time of provision to show that it is imparted in confidence); (d) including but not limited to 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 the Contractor, Buying Solutions or a Customer and all personal data and sensitive personal data within the meaning of the DPA; (e) and which Information is not: (i) in the public domain at the time of disclosure (otherwise then by breach of Clause B4 (Confidential Information); or (ii) received from a third party (who has lawfully acquired it) without restriction as to its disclosure; or (iv) independently developed without access to the Confidential Information.
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“Contracting Authority” means Buying Solutions a trading fund of the Cabinet Office. “Contractor” means Banner Business Services Limited, St. Crispin's House, Duke Street, Norwich, Norfolk, NR3 1PD, who will provide the Goods and Services to the Customer under the Prime Contract. “Crown” means the government of the United Kingdom (including the Northern Ireland Executive Committee and Northern Ireland Departments, the Scottish Executive and the National Assembly for Wales), including, but not limited to, government ministers, government departments, government and particular bodies and government agencies. “Customer” means [name of customer]. “Customer Data” means: (a) data, text, drawings, diagrams, images or sounds (together with any database made up of any of these) which are embodied in any electronic, magnetic, optical or tangible media, and which: (i) are supplied to the Contractor by or on behalf of the Contracting Authority; or (ii) the Contractor is required to generate, process, store or transmit pursuant to this Agreement; and/or (b) any Personal Data for which the Customer is the Data Controller. “Default” means any breach of the obligations of the relevant Party or the Contractor (including but not limited to fundamental breach or breach of a fundamental term) or any other Default, act, omission, negligence or negligent statement of the relevant Party or the Contractor or the Contractor Staff in connection with or in relation to the subject-matter of the Agreement and in respect of which such Party is liable to the other. “Delivery Date” means the date(s) agreed, specified in the Order or (where an extension of time has been agreed with the Customer) the revised date for delivery, of the Goods by the Contractor. “DPA” means the Data Protection Act 1998 together with any guidance and/or codes of practice issued by the Information Commissioner or relevant Crown body in relation to such legislation. “Environmental Information Regulations” means the Environmental Information Regulations 2004 and any guidance and/or codes of practice issued by the Information Commissioner or relevant Crown body in relation to such regulations. “Equipment” means the Contractor’s Equipment, plant, materials and such other items supplied and used by the Contractor in the performance of its obligations under the Agreement. “Fees Regulations” means the Freedom of Information and Data Protection (Appropriate Limit and Fees) Regulations 2004. “FOIA” means the Freedom of Information Act 2000 together with any guidance and/or codes of practice issued by the Information Commissioner or relevant Crown body in relation to such legislation. “Fraud” means any offence under Laws creating offences in respect of fraudulent acts or at common Law in respect of fraudulent acts in relation to the Agreement or defrauding or attempting to defraud or conspiring to defraud the.
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“Goods” means the Goods to be supplied as specified in the Specification of the Prime Contract. “Information” has the meaning given under section 84 of the FOIA. “Intellectual Property Rights” means patents, inventions, trade marks, service marks, logos, design rights (whether registrable or otherwise), applications for any of the foregoing, copyright, database rights, domain names, trade or business names, moral rights and other similar rights or obligations whether registrable or not in any country (including but not limited to the United Kingdom) and the right to sue for passing off. “Law” means any applicable Act of Parliament, subordinate legislation within the meaning of Section 21(1) of the Interpretation Act 1978, exercise of the royal prerogative, enforceable community right within the meaning of Section 2 of the European Communities Act 1972, regulatory policy, guidance or industry code, judgment of a relevant court of Law, or directives or requirements or any Regulatory Body of which the Contractor is bound to comply. “Losses” means all losses, liabilities, damages, costs and expenses (including legal fees on a solicitor/client basis) and disbursements and costs of investigation, litigation, settlement, judgment interest and penalties whether arising in Agreement, tort (including negligence), breach of statutory duty or otherwise. “Malicious Software” means software, program or code designed or intended to infiltrate or damage a computer system without the owner’s informed consent, including: (a) any software program or code intended to destroy, interfere with, corrupt, or cause undesired effects on program files, data or other information, executable code or application software macros, whether or not its operation is immediate or delayed, and whether such program or code is introduced wilfully, negligently or without knowledge of its existence; (b) any other program or code designed or intended to be a virus, worm, time or logic bomb, disabling code or routine, backdoor or similar; and/or (c) any program or code which would have the effect of disabling or shutting down any equipment, hardware, software, systems, networks or other items. “Order” means the Order made by the Customer for Goods and/or Services in the accordance with the Ordering Procedure. “Ordering Procedure” means the Ordering Procedure set out in Schedule A. “Outgoing Contractor” means the person, firm or company currently providing the Services and whose replacement is envisaged pursuant to the Agreement. “Other Customers” means other customers obtaining Goods and Services under the Prime Contract. “Party” means a party to the Agreement. “Premises” means the location where the Goods and Services are to be supplied. “Prime Contract” means the contract made between Buying Solutions, a trading fund of the Cabinet Office (the “Contracting Authority”), of 3rd Floor, Royal Liver Building, Pier Head, Liverpool, the United Kingdom L3 1PE, and Banner Business Services Limited whose main or registered office is at St. Crispin's House, Duke Street, Norwich, Norfolk, NR3 1PD [insert link to contract].
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“Property” means the Property, other than real Property, issued or made available to the Contractor by the Customer in connection with the Agreement. “Regulatory Bodies” means those Crown bodies and regulatory, statutory and other entities, committees, ombudsmen and bodies which, whether under statute, rules, regulations, codes of practice or otherwise, are entitled to regulate, investigate, or influence the matters dealt with in the Agreement or any other affairs of the Contracting Authority and “Regulatory Body” shall be construed accordingly. “Replacement Contractor” means any third Party service provider appointed by the Customer to supply any services which are substantially similar to any of the Services and which the Customer receives in substitution for any of the Services following the expiry, termination or partial termination of the Agreement. “Request for Information” shall have the meaning set out in the FOIA or the Environmental Information Regulations as relevant (where the meaning set out for the term “request” shall apply). “Relevant Transfer” shall have the meaning set out in the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”). “Schedule” means a Schedule attached to, and forming part of, the Agreement. "Security Plan" means the Contractor’s Security Plan prepared pursuant to the Customer’s instructions. "Security Policy" means the relevant Customer’s current Security Policy as updated from time to time. “Specification” means the description of the Goods and Services to be supplied under the Agreement as set out in the Prime Contract. “Services” means the Services to be supplied under this Agreement as specified in the Specification of the Prime Contract. “Staff” means all persons employed by the Contractor to perform its obligations under the Agreement together with the Contractor’s servants, agents, contractors and sub- contractors used in the performance of its obligations under the Agreement. “Transfer Date” means the date that a Relevant Transfer takes place and may or may not be coincidental to the Commencement Date. “VAT” means value added tax in accordance with the provisions of the Value Added Tax Act 1994. “Working Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in the City of London. “Year” means a calendar year. A1.2 The interpretation and construction of this Agreement shall be subject to the following provisions: (a) Words importing the singular meaning include where the context so admits the plural meaning and vice versa; (b) Words importing the masculine include the feminine and the neuter; (c) Reference to a Clause is a reference to the whole of that Clause unless stated otherwise; (d) Reference to any statute, enactment, order, regulation or other similar instrument shall be construed as a reference to the statute, enactment, order,
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regulation or instrument as amended by any subsequent enactment, modification, order, regulation or instrument as subsequently amended or re- enacted; (e) Reference to any person shall include natural persons and partnerships, firms and other incorporated bodies and all other legal persons of whatever kind and however constituted and their successors and permitted assigns or transferees; (f) The words “include”, “includes” and “including” are to be construed as if they were immediately followed by the words “without limitation”; (g) Headings are included in the Agreement for ease of reference only and shall not affect the interpretation or construction of the Agreement. A2 Agreement Period and Termination of this Agreement A2.1 The Agreement shall take effect on the Commencement Date and shall expire automatically on the expiry date of the Prime Contract, unless it is otherwise terminated in accordance with the provisions of the Agreement. A2.2 Either party shall have the right to terminate the Agreement at any time by giving 3 Month’s written notice to the other Party. A2.3 On termination of this Agreement the Customer shall provide such information or assistance as may be reasonably requested by Buying Solutions to ensure the smooth transition of the Goods and Services provision to a Replacement Contractor and to ensure that Buying Solutions can comply with its obligations under the Prime Contract. A3 Scope of Agreement A3.1 This Agreement defines the relationship between Buying Solutions and the Customer in the context of ordering Goods and or Services from the Prime Contract. The Customer acknowledges that it has read and understood the terms and conditions in the Prime Contract. A3.2 The Customer, or their Agent as specified in Schedule B, may during the Agreement period order Goods and/or Services from Buying Solutions in accordance with the Ordering Procedure specified at Schedule A and any specific requirements in the Order. The Goods and Services provided under this Agreement will be kept under review and Buying Solutions may offer additional Goods and services to the Customer from time to time. A3.3 The Customer shall ensure that the Agent may only Order Goods and Services under this agreement where those Goods and Services are to be used solely for the benefit of the Customer. A3.4 The Customer shall ensure that the Agent complies with the Customer’s obligations under this Agreement when Ordering Goods and Services, and the Customer will be liable for and will indemnify Buying Solutions against any acts or omissions by the Agent in connection with this Agreement. A3.5 Buying Solutions, subject only to Default by the Contractor under the Prime Contract, are under an obligation to use reasonable endeavours to ensure that the Contractor supplies the Goods and/or Services to the Customer in accordance with this Agreement, including any specific requirements in the Schedules to this Agreement, and the Suppliers obligations to Customers in the Prime Contract. A3.6 The Customer agrees that Buying Solutions, acting on behalf of and in consultation with the Customer, will be responsible for:
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(d) all claims and disputes arising out of or in connection with the Prime Contract which relate to the Customer; (e) enforcing any term, condition, undertaking, warranty or other provision of the Prime Contract which relate to the Customer; and (f) recovering loss suffered by the Customer as if such loss were suffered or incurred by itself. A3.7 The Customer agrees to reimburse and indemnify Buying Solutions against any Losses, expenses or liabilities arising out of any action taken by Buying Solutions under A3.6(a) and (b) on behalf of the Customer. Buying Solutions agrees to take steps to mitigate any costs, expenses or liabilities. A3.8 The Customer agrees to comply with its obligations stated in this Agreement and shall not do or omit to do anything which would cause Buying Solutions to be in breach of any of its obligations under this Agreement, the Prime Contract or otherwise cause Buying Solutions to incur any liability towards the Contractor. If the Customer fails to comply with this Clause A3.8 the Customer will indemnify Buying Solutions against any resulting claims, losses and liabilities and against any costs Buying Solutions may incur as a result. A3.9 Buying Solutions reserves the right to make changes to this Agreement with reasonable notice and as required. A4 Non-Exclusivity A4.1 Buying Solutions acknowledges that in entering into the Prime Contract no form of exclusivity has been granted by them to the Contractor for the purchase of Goods and Services from the Contractor and that Buying Solutions and the Customer are at all times entitled to enter into other contracts and arrangements with other providers for the provision of any or all of the services or goods which are the same as or similar to the Goods and Services. Notwithstanding the wording in this provision, this Contract supports the centralised category procurement for central government and it is the aim of Buying Solutions to implement its use across all central government departments, their executive agencies and non-departmental public bodies. The Customer in entering into this agreement has confirmed its interest in accessing Goods and Services under the Prime Contract and will aim to use it to source its office supplies requirements on the same basis as government departments A5 Obligations of Buying Solutions A5.1 Save as otherwise expressly provided, the obligations of Buying Solutions under the Agreement are obligations of Buying Solutions in its capacity as a contracting counterparty and nothing in the Agreement shall operate as an obligation upon, or in any other way fetter or constrain Buying Solutions in any other capacity, nor shall the exercise by Buying Solutions of its duties and powers in any other capacity lead to any liability under the Agreement (howsoever arising) on the part of Buying Solutions. A6 Notices A6.1 Any notices given under or in relation to this Agreement shall be in writing, signed by or on behalf of the Party giving it and shall be served by delivering it personally or by sending it by pre-paid first class post, special or other recorded delivery post, email, or by fax to the address, email address or fax number and for the attention of the relevant Party set out in Clause A6.4. A6.2 A notice shall be deemed to have been received: (a) if delivered personally, at the time of delivery;
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(b) in the case of pre-paid first class post, special or other recorded delivery three Working Days from the date of posting; and (c) in the case of email or fax, on the day of transmission if sent before 16:00 hours of any Working Day and otherwise at 09:00 hours on the next Working Day and provided that, at the time of transmission of a fax, an error-free transmission report has been received by the sender. A6.3 In proving service, it shall be sufficient to prove that personal delivery was made, or that the envelope containing the notice was addressed to the relevant Party set out in Clause A6.4 (or as otherwise notified by that Party) and delivered either to that address or into the custody of the postal authorities as pre-paid first class post, special or other recorded delivery or pre-paid airmail letter and in the case of fax, that a transmission report generated from a fax machine evidences that the fax was transmitted to the relevant fax number. A6.4 For the purposes of Clause A6.1, the address, telephone and fax number of each Party shall be: (a) For the Contracting Authority: Address: For the attention of: [insert details] Tel: Fax:
(b) For the Customer: Address: For the attention of: [insert details] Tel: Fax: A7 Mistakes in Information A7.1 The Customer shall be responsible for the accuracy of all documentation and Information supplied to Buying Solutions by the Customer in connection with the supply of the Goods and/or Services and shall pay Buying Solutions any extra costs occasioned by any discrepancies, errors or omissions therein. A8 Access to Customer’s Premises A 8.1 The Customer shall enable the authorised Staff of the Contractor to access the Premises as necessary to enable the Contractor to deliver the Goods and/or Services as ordered in accordance with this Agreement. The Customer may prevent access to the Premises of the Staff who in the opinion of the relevant Customer (which shall be final) is not a fit and proper person to be on the relevant Customer’s Premises. Action taken under this Condition shall be confirmed in writing to Buying Solutions by the relevant Customer. A8.2 The Customer may request from the Contractor a list of the names and addresses of all persons who may require admission in connection with the Agreement to the Premises specifying the capacities in which they are concerned with the Agreement and giving such other particulars as the Customer may reasonably request.
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A8.3 Where Staff are required to have a pass for admission to a Customer’s Premises, the Customer’s representative shall, subject to satisfactory completion of approval procedures, arrange for passes to be issued. A8.4 The Customer may, by written notice to the Contractor, refuse to admit onto, or withdraw permission to remain on, the Premises to: (c) any member of the Contractor’s Staff; or (d) any person employed or engaged by any member of the Contractor’s Staff, whose admission or continued presence would, in the reasonable opinion of the Customer, be undesirable, and such decision shall be final and conclusive. A8.5 If the Contractor fails to comply with Clause A 8.2 within 14 days of the date of the request and in the reasonable opinion of the Customer such failure may be prejudicial to their interests, then the Customer may refuse admission to the Contractor. Action taken under this Condition shall be confirmed in writing to Buying Solutions by the relevant Customer. A9 Staff Vetting and Government Baseline Security Standard A9.1 Buying Solutions shall procure that , in accordance with the provisions of the Prime Contract, the Contractor shall comply with the Her Majesty’s Government (HMG) Baseline Personnel Security Standard (the Baseline Standard)) in respect of all persons employed or engaged in the performance of obligations under the Agreement. A9.2 Buying Solutions shall procure that that all persons employed or engaged by the Contractor have been vetted and recruited in accordance with the Baseline Standard and that the Contractor shall comply with additional security requirements in relation to its Staff, as notified by the Customer in accordance with Schedule D from time to time. A9.3 The Customer shall inform the Contractor of any further specific additional security requirements in accordance with Schedule D. A10 Security of Premises A10.1 The Customer shall provide to the Contractor upon request copies of its written security procedures and shall afford the Contractor, upon request from Buying Solutions, with an opportunity to inspect its physical security arrangements. A11 Security Requirements A11.1 If the Customer has any additional security requirements it shall notify Buying Solutions within 10 Working Days of the Commencement of this Agreement. Upon receipt of such notification Buying Solutions shall use reasonable endeavours to ensure that the Contractor complies with these additional requirements. Where additional costs are incurred by either Buying Solutions or the Contractor as a result of these additional requirements the Customer will reimburse Buying Solutions or the Contractor as appropriate. A11.2 In the event that the Customer requires that a Contractor prepares a Security Plan, the Customer shall provide the Contractor with its Security Policy, as amended from time to time, and work with the Contractor to enable the Contractor to complete a Security Plan, covering such matters as detailed in Schedule E. A12 Property
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A12.1 Buying Solutions shall procure that, in accordance with the Prime Contract, the Contractor shall ensure the security of all the Property whilst in its possession, either on the Premises or elsewhere during the supply of the Goods or Services, in accordance with the relevant Customer’s reasonable security requirements as required from time to time. A12.2 Buying Solutions shall ensure that the Customer is reimbursed by the Contractor in accordance with the Prime Contract for all loss of, or damage to, the Property (excluding fair wear and tear), unless such loss or damage was caused by the Customer. The Customer shall inform Buying Solutions within 2 Working Days of becoming aware of any defects appearing in, or losses or damage occurring to, the Property and failure to do so will result in the Customer forfeiting their right to reimbursement. The final decision as to whether the Property is lost or damaged and who caused the loss or damage will be made by Buying Solutions. A13 Malicious Software A13.1 The Contractor is under an obligation to use the latest anti-virus definitions. In the event that Malicious Software is found in the ICT environment used to deliver the Agreement, the Customer shall co-operate with Buying Solutions and the Contractor to reduce the effect of the Malicious Software and, particularly if Malicious Software causes loss of operational efficiency or loss or corruption of Customer Data, assist in the mitigation of any losses. A13.2 The Customer will reimburse Buying Solutions for the costs of reducing the effect of Malicious Software if the Malicious Software originates from the Customer Software or the Customer Data (whilst the Customer Data was under the control of the Customer). A14 Health and Safety A14.1 The Customer shall promptly notify Buying Solutions and the Contractor of any health and safety hazards which may exist or arise at the Premises and which may affect the Contractor in the performance of its obligations under the Agreement. A15 Management Information A15.1 The Customer shall assist Buying Solutions in compiling any management information it reasonably requires to monitor the use of the Prime Contract by the Customer under this Agreement and of the Contractor’s performance. B PAYMENT TERMS AND CHARGES B1 Charges B1.1 The Agreement Charges and rates, as shown in the pricing schedule of the Prime Contract, shall remain fixed unless Buying Solutions notifies the Customer to the contrary following an annual review of prices or otherwise in accordance with the Prime Contract. B1.2 The Customer shall check the accuracy of any invoice received and shall raise any queries with the Contractor within 3 days of receipt of the invoice. B1.3 The Customer shall pay all sums due to the Contractor within [15 days] of receipt of a valid invoice submitted in accordance with the Customer’s reasonable instructions as set out in Schedule B. B1.4 If any amount payable under this Agreement is not paid within 30 days of the due date for payment, interest shall be payable by the Customer at a rate of 5% above
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the base rate of the Bank of England, from the due date to the date of actual payment. B1.5 Buying Solutions shall seek reimbursement from the Customer under this Agreement of any sums due to the Contractor which Buying Solutions is required to pay under the Prime Contract for late payment or non payment by the Customer for any Goods and/ or Services. B1.6 The Parties shall use the Escalation Procedure at Clause G3.2 in order to negotiate settlement of any dispute arising out of this Clause B1. B1.7 The Customer shall repay to Buying Solutions any overpayment paid by the Contractor to the Customer. B2 Compliance with Value Added Tax and Other Tax Requirements B2.1 The Customer shall at all times comply with the Value Added Tax Act 1994 and all other statutes relating to direct or indirect taxes. B2.2 Failure to comply with B2.1 may constitute a material breach of this Agreement and Buying Solutions may exercise the rights and provisions conferred by Condition G2 (Termination on Default) hereof. C PROTECTION OF INFORMATION C1 Confidential Information C1.1 Except to the extent set out in this Clause or where disclosure is expressly permitted elsewhere in this Contract: (a) Buying Solutions shall procure that the Contractor shall treat the Customer’s Confidential Information as confidential and safeguard it accordingly; and (e) Buying Solutions shall procure that the Contractor shall not disclose the Customer’s Confidential Information to any other person without the Customer's prior written consent; and (f) The Customer shall treat the Contractor’s Confidential Information as confidential and safeguard it accordingly; and (g) The Customer shall not disclose the Contractor’s Confidential Information to any other person without the Contractor’s prior written consent. C1.2 Clause C1.1 shall not apply to the extent that: (a) such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA, Code of Practice on Access to Government Information or the Environmental Information Regulations pursuant to Clause C2 (Freedom of Information); (b) such Information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the Information owner; (c) such Information was obtained from a third party without obligation of confidentiality; (d) such Information was already in the public domain at the time of disclosure otherwise than by a breach of this Agreement; or (e) it is independently developed without access to the other Party or the Contractor's Confidential Information.
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C1.3 Buying Solutions shall procure that itself and in accordance with the Prime Contract, the Contractor, shall not, and shall procure that their Staff do not, use any of the Customer's Confidential Information received otherwise than for the purposes of the Agreement. C1.4 Buying Solutions shall procure that, where deemed appropriate by the Customer and at the written request of the Customer, the Contractor shall procure that their Staff sign a confidentiality undertaking prior to commencing any work in accordance with the Agreement. C1.5 Nothing in this Agreement shall prevent the Customer from disclosing the Contractor's Confidential Information: (a) to the Crown or any Other Customer or Contracting Authority. The Crown, any Other Customer and any Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to the Crown any Other Customer or other Contracting Authorities on the basis that the Information is confidential and the Customer shall ensure that the Information is not disclosed to a third Party which is not part of the Crown any Other Customer or any Contracting Authority; (b) to any consultant, Contractor or other person engaged by the Customer any person conducting an Office of Government Commerce gateway review; (c) for the purpose of the examination and certification of Customer's accounts; or (d) for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources. C1.6 The Customer shall use all reasonable endeavours to ensure that any Crown body, Other Customer, Contracting Authority, employee, third party or sub-contractor to whom the Contractor’s Confidential Information is disclosed pursuant to Clause C1.5 is made aware of Buying Solutions and the Customer's obligations of confidentiality. C1.7 Nothing in this Clause C1 shall prevent the Customer, Buying Solutions or the Contractor using any techniques, ideas or know-how gained during the performance of the Agreement in the course of its normal business to the extent that this use does not result in disclosure of the other party's Confidential Information or an infringement of its Intellectual Property Rights. C2 Freedom of Information C2.1 Buying Solutions and the Customer shall and shall procure that any sub-contractors shall: (b) inform the other Party of all Requests for Information relating to this Agreement that it receives as soon as practicable and in any event within 2 Working Days of receiving a Request for Information, and (b) consult the other Party before determining whether or not the Information requested is exempt in accordance with the provisions of the Code of Practice on Government Information, FOIA or the Environmental Information Regulations. C2.2 The Customer shall consult with the Contractor before disclosing any Confidential Information of the Contractor unless the Customer is obliged under the FOIA to disclose such Information without consulting the Contractor.
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D CONTROL OF THE AGREEMENT D1 Waiver D1.1 The failure of either Party to insist upon strict performance of any provision of the Agreement, or the failure of either Party to exercise, or any delay in exercising, any right or remedy shall not constitute a waiver of that right or remedy and shall not cause a diminution of the obligations established by the Agreement. D1.2 No waiver shall be effective unless it is expressly stated to be a waiver and communicated to the other Party in writing in accordance with Clause A6 (Notices). D1.3 A waiver of any right or remedy arising from a breach of the Agreement shall not constitute a waiver of any right or remedy arising from any other or subsequent breach of the Agreement. D2 Severability D2.1 If any provision of the Agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of the Agreement shall continue in full force and effect as if the Agreement had been executed with the invalid, illegal or unenforceable provision eliminated. D3 Remedies Cumulative D3.1 Except as otherwise expressly provided by the Agreement, all remedies available to either Party for breach of the Agreement are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies. D4 Entire Agreement D4.1 The Agreement constitutes the entire agreement between the Parties in respect of the matters dealt with therein. The Agreement supersedes all prior negotiations between the Parties and all representations and undertakings made by one Party to the other, whether written or oral, except that this Clause shall not exclude liability in respect of any Fraud or Fraudulent misrepresentation. D4.2 In the event of, and only to the extent of, any conflict between the Clauses of the Agreement, any document referred to in those Clauses and the Schedules, the conflict shall be resolved in accordance with the following order of precedence: (a) the Clauses of the Agreement; (b) the Schedules; and (c) any other document referred to in the Clauses of the Agreement. E LIABILITIES E1.1 The Customer acknowledges and accepts that: (a) the aggregate liability of Buying Solutions and the Contractor for all Defaults resulting in direct loss of or damage to the property of the other under or in connection with the Prime Contract shall in no event exceed one million pounds (£1,000,000); and (b) the aggregate liability of the Contractor for all Defaults resulting in direct loss of or damage to the property of the Customer under or in connection with the Prime Contract shall in no event exceed one million pounds (£1,000,000); and
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(b) the annual aggregate liability under the Prime Contract of either Buying Solutions or the Contractor for all Defaults other than a Default governed by E1.1 (a) and (b) shall in no event exceed the greater of £100,000 or 125 % of Customer spend in the year in which the liability arises. F TERMINATION OF PRIME CONTRACT F1.1 Where Buying Solutions terminates the Prime Contract with the Contractor and makes other arrangements for the supply of Goods or Services the Customer shall take all reasonable steps to mitigate consequent additional expenditure. F1.2 At the request of Buying Solutions the Customer shall cease making payments direct to the Contractor and shall make those payments direct to Buying Solutions until notified otherwise by Buying Solutions. G DISPUTES AND LAW G1 Governing Law and Jurisdiction G1.1 Subject to the provisions of Clause F2, Buying Solutions and the Customer (and in accordance with the Prime Contract the Contractor) accept the exclusive jurisdiction of the English courts and agree that the Agreement and all non-Contractual obligations and other matters arising from or connected with the Agreement are to be governed and construed according to English Law. G2 Dispute Resolution G2.1 The Customer shall attempt in good faith to negotiate with the Contractor a settlement to any dispute arising out of or in connection with the Agreement within 20 Working Days of either the Customer or Contractor notifying the other of the dispute and such efforts shall involve the escalation of the dispute to the finance director (or equivalent) of each party. G2.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other party from doing any act or compelling the other party to act. G2.3 If the dispute cannot be resolved by the Customer and Contractor pursuant to Clause G2.1 the Customer shall notify Buying Solutions who shall escalate the matter, and if necessary commence the dispute resolution procedure under the Prime Contract on behalf of the Customer. G2.4 Buying Solutions will procure that the obligations of the Contractor and of Buying Solutions under the Prime Contract shall not cease, or be suspended or delayed by the reference of a dispute to the dispute resolution procedure and shall procure that the Contractor and its Staff shall comply fully with the requirements of the Agreement at all times during the Agreement Period. G3 Remedies in the event of inadequate performance G3.1 Where a Customer has a complaint about the standard of the Services or about the manner in which any Services have been performed or about the materials and procedures used or about any other matter connected with the performance of the Contractor’s obligations under the Agreement, the Customer shall notify Buying Solutions and Buying Solutions shall notify the Contractor and, where considered appropriate by Buying Solutions, investigate the complaint. Buying Solutions may, in its sole discretion, uphold the complaint and take further action in accordance with the Prime Contract.
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G3.2 Where either Party has a complaint about the other party’s performance of obligations under this Agreement, the Parties shall in good faith attempt to resolve the issues in accordance with the following escalation procedures: [Insert escalation procedures here], failing which either Party may commence the Dispute Resolution Procedure in accordance with Schedule E (Dispute Resolution). H SUPPLY OF SERVICES H1 TUPE H1.1 Definitions and Interpretation In this Clause H (except where context otherwise requires) the following words and expressions will have the following meanings: “Subsequent Transferring Employees” means all those Staff wholly and/or mainly engaged in providing Services to Customers immediately before the Subsequent Transfer save for those who object to their transfer pursuant to Regulation 4(7) of TUPE. “Transferring Employees” means all those employees of the Outgoing Contractor wholly and/or mainly engaged in the Services immediately before the Transfer Date save for those who object to their transfer pursuant to Regulation 4(7) of TUPE; “TUPE” means the Transfer of Undertakings (Protection of Employment) Regulations 2006. H1.2 Clauses H1.2, H1.3 and H1.4 apply only where, prior to the Transfer Date, the Customer is receiving services from the Outgoing Contractor which are substantially similar to any of the Services the Customer will receive under this Agreement, H1.3 In the event that TUPE applies in relation to the Contractor’s provision of Services under this Agreement, the Customer shall indemnify and keep indemnified and hold the Contractor harmless from and against all reasonable costs (including reasonable legal costs) losses and expenses and all damages, compensation, fines and liabilities arising out of or in connection with: (a) any claim or demand by any Transferring Employee (whether in contract, tort, under statute, pursuant to European Law or otherwise,) including, without limitation, any claim for unfair dismissal, wrongful dismissal, a redundancy payment, breach of contract, unlawful deduction from wages, discrimination on the grounds of sex, race, age, disability, sexual orientation, religion or religious belief, a protective award or a claim or demand of any other nature in each case arising directly or indirectly from any act, fault or omission of the Customer or Outgoing Contractor in respect of any Transferring Employee on or before the Transfer Date; (b) any failure by the Customer or Outgoing Contractor to comply with their obligations under Regulations 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 Transferee to comply with its duties under Regulation 13 of TUPE; and (c) any claim (including any individual employee entitlement under or consequent on such a claim) by any trade union, body, or person representing any Transferring Employees arising from or connected. H1.4 The Customer shall be responsible for all emoluments and outgoings in respect of the Transferring Employees (including, without limitation, all wages, bonuses, commission, premiums, subscriptions, PAYE and national insurance contributions and pension contributions) which are attributable in whole or in part to the period up
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to and including the Transfer Date (including bonuses or commission which are payable after the Transfer Date but attributable in whole or in part to the period on or before the Transfer Date), and will indemnify/keep indemnified and hold the Contractor (both for itself and any sub-contractor ) harmless from and against all reasonable costs (including reasonable legal costs) losses and expenses and all damages, compensation, fines and liabilities the Contractor or any sub-contractor may incur in respect of the same. H1.5 The Parties envisage that, subsequent to the commencement of the provision of the Services by the Contractor, the identity of the provider of the Services to Customers may change (whether as a result of termination or expiry of this Agreement, or part, or otherwise) resulting in Services identical or substantially similar to the Services (or any part thereof) being undertaken by a Customer or a Replacement Contractor in substitution. Such change in the identity of the Contractor of such Services shall be a "Subsequent Transfer". The parties acknowledge that a Subsequent Transfer will be a Relevant Transfer within the meaning of TUPE and in such event, the Customer, or a Replacement Contractor, would inherit liabilities in respect of the Subsequent Transferring Employees.
H1.6 In the event that there is a Subsequent Relevant Transfer, the Customer shall indemnify Buying Solutions against all reasonable costs (including reasonable legal costs) losses and expenses and all damages, compensation, fines and liabilities arising out of, or in connection with: (a) the employment or the termination of the employment of each of the Subsequent Transferring Employees by the Replacement Contractor or any sub-contractor of the Replacement Contractor that the Customer engages at any time on or after the Subsequent Transfer Date which arise as a result of an act or omission of the Replacement Contractor or any sub-contractor of the Replacement Contractor during the period from and including the Subsequent Transfer Date; and (b) any claim by any employee or trade union representative or employee representative arising whether before or after the Subsequent Transfer Date out of any failure by the Replacement Contractor or any sub-contractor of the Replacement Contractor that the Customer engages to comply with their obligations under Regulation 13 of TUPE in relation to any Subsequent Transferring Employee or any other employee engaged wholly or mainly in connection with the Services by the Replacement Contractor or any sub- contractor of the Replacement Contractor. I SUPPLY OF GOODS I1 Delivery I1.1 In accordance with the Prime Contract Buying Solutions shall procure that the Contractor shall deliver the Goods at the time(s) and date(s) specified in the Order. I1.2 Unless otherwise stated in the Order where the Goods are delivered by the Contractor, the point of delivery shall be when the Goods are removed from the transporting vehicle at the Premises. Where the Goods are collected by the Customer, the point of delivery shall be when the Goods are loaded on the Customer’s vehicle. I1.3 Except where otherwise provided in the Agreement or the Order, delivery shall include the unloading, stacking or installation of the Goods by the Staff or the
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Contractor’s contractors or carriers at such place as the Customers or duly authorised person shall reasonably direct. I1.4 The Customer shall be under no obligation to accept or pay for any Goods delivered in excess of the quantity ordered. If the Customer elects not to accept such over- delivered Goods it shall give notice in writing to the Contractor to remove them within 5 Working Days and to refund to the Customer any expenses incurred by it as a result of such over-delivery (including but not limited to the costs of moving and storing the Goods), failing which the Customer may dispose of such Goods and charge the Contractor for the costs of such disposal. The risk in any over-delivered Goods shall remain with the Contractor unless they are accepted by the Customer. I1.5 The Customer shall be under no obligation to accept or pay for any Goods supplied earlier than the date for delivery stated in the Order. I1.6 Unless expressly agreed to the contrary, the Customer shall not be obliged to accept delivery by instalments. If, however, the Customer does specify or agree to delivery by instalments, delivery of any instalment later than the date specified or agreed for its delivery shall, without prejudice to any other rights or remedies of Buying Solutions or the Customer, entitle the Customer to terminate the whole of any unfulfilled part of the Order without further liability to the Customer or Buying Solutions. I2 Ownership and Risk I2.1 Subject to Clause I1 risk in the Goods shall, without prejudice to any other rights or remedies of the Customer (including the Customer’s rights and remedies under Clause I4 (Inspection, Rejection and Guarantee)), pass to the Customer at the time of delivery. I2.2 Ownership in the Goods shall, without prejudice to any other rights or remedies of the Customer (including the Customer’s rights and remedies under Clause I4 (Inspection, Rejection and Guarantee)), pass to the Customer at the time of delivery (or payment, if earlier). I3 Non-Delivery I3.1 Where the Goods, having been placed in transit, fail to be delivered to the relevant Customer on the due date for delivery, the Customer shall, (provided that the Customer has been advised in writing of the dispatch of the Goods), within 10 Working Days of the notified date of delivery, give notice to the Contractor that the Goods have not been delivered and may request the Contractor free of charge to deliver substitute Goods within the timescales specified by the Customer or terminate the Order. I4 Inspection, Rejection and Guarantee I4.1 The Customer may by written notice to the Contractor reject any of the Goods which fail to conform to the approved sample or fail to meet the Specification as set out in the Prime Contract. Such notice shall be given within a reasonable time after delivery to the Customer of such Goods. If the Customer rejects any of the Goods pursuant to this Clause the Customer may (without prejudice to other rights and remedies) either: (a) have such Goods promptly, and in any event within 5 Working Days, either repaired by the Contractor or replaced by the Contractor with Goods which conform in all respects with the Specification as set out in the Prime Contract and due delivery shall not be deemed to have taken place until such repair or replacement has occurred; or
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(b) treat the Order as terminated and obtain a refund from the Contractor in respect of the Goods concerned together with payment of any additional expenditure reasonably incurred by the Customer in obtaining other Goods in replacement provided that the Customer uses its reasonable endeavours to mitigate any additional expenditure in obtaining replacement Goods. For the avoidance of doubt, the Customer will be deemed to have accepted the Goods if it expressly states the same in writing or fails to reject the Goods in accordance with this Clause I4.1. I4.2 The issue by the Customer of a receipt note for the Goods shall not constitute any acknowledgement of the condition, quantity or nature of those Goods, or the Customer's acceptance of them. I4.3 Any Goods rejected or returned by the Customer as described in Clause I4.1 shall be returned to the Contractor at the Contractor’s risk and expense. I4.4 The Customer may by written request require the Contractor to remove from the Premises any materials brought into the Premises by the Contractor, which in the reasonable opinion of the Customer are either hazardous, noxious or not in accordance with the Agreement and substitute proper and suitable materials at the Contractor’s expense as soon as reasonably practicable.
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Schedule A Order Schedule
ORDERING PROCEDURE 1. Introduction 1.1 If Buying Solutions or the Customer wishes to procure goods and / or services through this arrangement then it will procure them in accordance with the procedure set out in this Schedule A (Ordering Procedure). 2. Accessing the arrangement 2.1 To access this arrangement, Customers are required to sign and complete this Agreement and provide details specific to their organisation, such as their preferred transactional model and method of ordering; their required delivery locations, their specific security requirements. 2.2 Buying Solutions will share this information with the Contractor(s) thereby verifying the Customer’s ability to access the arrangement. 3. Ordering methods 3.1 Customers may place an Order with the Contractor(s) using one of the following two ordering methods: 3.1.1 Purchase to Pay (P2P) – ordering and payment (including government payment cards) to web based market place (Zanzibar) which may include punch out to Contractor hosted government catalogue or Contractor CRM system. 3.1.2 Other transactional ordering – telephone orders, facsimile orders, electronic mail orders, and hard copy written orders, which involve non automated payments including cash, cherub, money transfer (excluding BACS) and non-embedded government payment cards. 4. Changes to information provided within this Agreement 4.1 In accessing the arrangement, Customers are required to ensure that the information provided within this Agreement is kept up to date at all times. Therefore, the Customer is required to notify the Contractor(s) of any changes to required delivery locations or other information provided which may affect the placement and receipt of Orders.
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Schedule B Customer Ordering Requirements
Ordering Method Please select your preferred method of ordering
Transaction Model A Transaction Model B Purchase to Pay (P2P) Telephone Supplier’s CRM system Facsimile eMarketplace: E-mail Zanzibar Hard copy postal order OPEN IDeA @UK Other: Insert name of eMarketplace
If you have selected Purchase to Pay (P2P) above, please provide further information regarding the system (including the system name, e.g. Oracle, SAP) and any constraints within the space below:
Payment Method Please select your preferred method of payment
Transaction Model A Transaction Model B Embedded payment card Non-embedded payment card Automated money transfer (including Money transfer BACS) Cash
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Government Catalogue Accessibility
If you have selected ‘contractor’s system’ as the preferred method of accessing the Government Catalogue, please provide the name and e-mail address for those individuals that you would like to authorise Orders from the Government Catalogue before issue to the Contractor (Note: If you would like more than 10 individuals to authorise Orders, please complete Schedule B1 instead which is an annex to this document):
No Name E-mail Address 1 2 3 4 5 6 7 8 9 10
Red Route Goods Please confirm whether your organisation would like to purchase Red Route Goods Yes - our organisation would like to purchase Red Route Goods No - our organisation would not like to purchase Red Route Goods
If you have selected “Yes”, please note that the purchase of Red Route Goods is restricted to 6 individuals per organisation. Please provide the name and e-mail address for those individuals that you would like to be able to purchase Red Route Goods:
No Name E-mail Address 1 2 3 4 5 6
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Packing and Marking of Goods
If you have any specific requirements related to the packing and marking of Goods for delivery to your organisation, please provide further details below:
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Schedule C Delivery Schedule
Delivery Location Specific Delivery Requirements Delivery Location Address Post Code (e.g. Accessibility to Premises)
Note: If the above Delivery Schedule table does not contain a sufficient number of rows to cover each of your required delivery locations, please complete Schedule C1 which is available as an annex to this document.
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Schedule D Additional Security Required
If you have any additional requirements related to security, such as security cleared delivery drivers or a confidentiality undertaking is required (if procuring a Closed Loop Service), please provide further details below:
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Schedule E Dispute Resolution
The procedure for mediation and consequential provisions relating to mediation are as follows: (a) a neutral adviser or mediator (the “Mediator”) shall be chosen by agreement between Buying Solutions and the Customer or, if they are unable to agree upon a Mediator within10 Working Days after a request by one party to the other or, if the Mediator agreed upon is unable or unwilling to act, either Party shall within 10 Working Days from the date of the proposal to appoint a Mediator or within 10 Working Days’ notice to either Party that the Mediator is unable or unwilling to act, apply to the Centre for Effective Dispute Resolution (“CEDR”) or other mediation provider to appoint a Mediator. (b) The Parties shall within 10 Working Days of the appointment of the Mediator meet with him in order to agree a programme for the exchange of all relevant Information and the structure to be adopted for negotiations to be held. If considered appropriate, the Parties may at any stage seek assistance from the CEDR or other mediation provider to provide guidance on a suitable procedure. (c) Unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the Parties in any future proceedings. (d) If the Parties reach agreement on the resolution of the dispute, the agreement shall be recorded in writing and shall be binding on the Parties once it is signed by their duly authorised representatives. (e) Failing agreement, either of the Parties may invite the Mediator to provide a non- binding but informative written opinion. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to the Agreement without the prior written consent of both Parties. . (f) If the Parties to reach agreement in the structured negotiations within 60 Working Days of the Mediator being appointed, or such longer period as may be agreed by the Parties, then any dispute or difference between them may be referred to arbitration pursuant to paragraph 4 of this Schedule. If a dispute cannot be resolved by the Parties pursuant to paragraph 3 the Parties shall refer it to arbitration pursuant to the procedure set out in paragraph 6 unless Buying Solutions considers that it is not suitable for resolution by arbitration. If a dispute is referred to arbitration the Parties shall comply with the following provisions: i. the arbitration shall be governed by the provisions of the Arbitration Act 1996 and the LCIA procedural rules shall be applied and are deemed to be incorporated into this Contract (save that in the event of any conflict between those rules and this Contract, this Contract shall prevail); ii. the decision of the arbitrator shall be binding on the Parties (in the absence of any material failure by the arbitrator to comply with the LCIA procedural rules); iii. the tribunal shall consist of a sole arbitrator to be agreed by the Parties and in the event that the Parties fail to agree the appointment of the arbitrator within 10 Working
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Days or, if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the LCIA; and the arbitration proceedings shall take place in London.
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Schedule F Security Plan Template
1. INTRODUCTION 1.1 The Contractor is required to prepare a security plan pursuant to clause A11.2 of this Agreement for specific Customers during transition activities and in accordance with the Customer’s security policy. 1.2 Buying Solutions has provided this template to facilitate the process and to ensure consistency across Customers accessing the Government Office Supplies Contract. 1.3 During transition activities, the Contractor is required to provide responses to the questions contained within this Contract Schedule F to the applicable Customer if required. 1.3 The security plan must be agreed and signed between the Contractor and the Customer at paragraph 13 and a copy must be retained by the Customer. 2. SECURITY PLAN TEMPLATE 3. Transfer of Customer data 3.1 Any proposed transfer of Customer data must be approved by the Customer’s appropriate data guardian in writing. If the Contractor is unsure whether the necessary approval has been obtained the data transfer must not proceed. 3.4 Where data transfers are necessary in the performance of the Government Offices Supplies Contract, they should be made by automated electronic secure transmission via the Government Secure Internet (GSI) with the appropriate level of security control. Individual data records (unless as part of a bulk transfer of an anonymised respondent survey data) will require specific transfer arrangements. Transfer of aggregated data such as results, presentations, draft and final reports may also need discussion and agreement, again in advance of any such transfer. 3.5 Whenever possible, putting data on to removable media should be avoided. Where this is unavoidable: 3.5.1 hard drives and personal digital assistants must not be used except in the circumstances set out in the Customer’s data security booklet; and 3.5.2 CD-ROM/DVD/floppy/USB sticks are only to be used after discussion and agreement with the Customer in advance of any such transfer. 3.5.3 If the use of removable media is approved, data must be written to them in a secure, centralised environment and be encrypted to the Customer’s standards. If you anticipate transferring data on removable media when supplying goods and / or services to the Customer, please set out the proposed transfer procedures for consideration below:
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4. Sub-Contractors 4.1 The requirements set out in this security plan also apply to any sub-contractors engaged by the Contractor to perform any of the services under the Government Office Supplies Contract. 4.2 If you intend to involve sub-contractors at any stage when supplying goods and / or services to the Customer, please list them below and provide details of how you will ensure their compliance with all aspects of this security plan.
4.4 Please also confirm your understanding and agreement that the transfer of any data to third parties is prohibited without prior written consent from the Customer.
5. Data Records 5.1 If appropriate, please provide details of any database you anticipate using when supplying goods and / or services to the Customer that will include personal information relating to an individual comprising more than the agreed number of individual customer records. Please identify the precise data to be held, in what format/medium and the locations where this data will be processed.
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5.2 If appropriate, please provide details of any paper records and files you anticipate using when supplying goods and / or services to the Customer that will include personal information relating to an individual comprising more than the agreed number of individual customer records. Please identify the precise data to be held, in what paper format and the locations where this data will be stored, managed and processed. Please also set out the means of secure storage and retrieval.
6. Contractor personnel 6.1 Please provide details of the measures you have in place to ensure your staff are vetted to the standard required by the Customer.
6.2 How will you ensure that all your staff requiring access to the Customer data are aware of the confidential nature of the Customer data and comply with their legal and specific obligations.
6.3 Please provide details of the ongoing training you provide to staff in respect of data security, including the identification and reporting of security incidents.
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7. Customer Data Security and Data Protection 7.1 Please provide details of your organisation’s business continuity and disaster recovery plans in terms of the Customer’s data.
7.2 Please provide details of the overall security and access control of your systems (including use and control of back up systems) and how they meet Customer requirements as per the Customer’s security policy.
7.3 Please provide details of the technical and organisational measures you have in place, or are proposing to implement in order to protect Customer data from unauthorised or unlawful use or processing.
7.4 Please describe how you will protect Customer data against accidental loss, destruction, damage, alteration or disclosure.
7.5 Please describe how you will ensure that Customer data is not stored, copied, disclosed, generated or used except as necessary for the performance of your obligations when supplying goods and / or services to the Customer or as otherwise expressly authorised in writing by the Customer.
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7.6 Please confirm your data protection commissioner registration number and details of how you ensure that your organisation and personnel comply with the Data Protection Act 1988.
7.7 Please confirm that Customer data will not be processed or stored outside the UK without the express permission of the Customer.
Name: Organisation: Position: Signature: Date:
8. Confidentiality 8.1 The Customer may require the Contractor to sign a confidentiality agreement when supplying goods and / or services.
9. Other Security Requirements 9.1 Premises - Please provide details of the security measures in place for restricting access to your premises including alarm systems and security staff etc.
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9.2 Portable media – Please provide details of the policies you have in place for the use of portable media and storage devices including the level of encryption and controlled access procedures exceptionally loaded with Customer data.
9.3 Malicious software – Please provide details of the anti-virus software you use and how regularly you update it.
10. Incident handling 10.1 Please set out your proposed incident handling procedures in the event of electronic and hard copy data loss including but not limited to, items of portable media and equipment such as PCs, Laptops, Blackberry’s, USB’s, discs or similar. Such loss to include theft, attempted theft, misuse or inappropriate accessing of data within your organisation and those of any subcontractors or partners you may use to deliver the contract. This must include any remedial action that you would propose to mitigate the data loss, outline a documented reporting process and identify and provide contact details for a nominated member of your staff with responsibility for investigating the incident.
11. Disciplinary Procedures 11.1 Please describe your disciplinary procedures in the event of a security breach involving Customer data.
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12. Exit Requirements 12.1 All Customer data held electronically (including back ups) or in hard copy form by the Contractor, must either be returned or destroyed at the end of the project or when access to that data is no longer required, whichever is earliest. When equipment that holds or has held data is disposed of or destroyed, all data must be rendered unreadable and irretrievable. Please set out how you will meet these requirements.
13. Signed Undertaking 13.1 This document is signed in acceptance that the signatory’s organisation, and any other organisations accessing Customer Data on behalf of the Contractor, will comply with all requirements herein unless specifically agreed in advance with the Customer.
Signed: Print name: Position in organisation: Full address of organisation: Date:
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ANNEX C
EXAMPLE MOD SLA
Schedule B - Customer Ordering Requirements
The Ministry of Defence (MOD) will use a Purchase to Payment (P2P) system operated over the MOD Defence Electronic Commerce Service (DECS) to purchase the majority of Goods required through the Government Office Supplies Contract.
Further information regarding DECS is detailed within the “Trading Partner Guide” available at www.d2btrade.com.
The Contractor may be required to load catalogue data directly into the MOD’s Trading Partner Hub for transfer onto the P2P system.
A Government Procurement Card (GPC) (provided by Barclaycard Business) will be lodged with the Contractor to enable payment for Orders from MOD purchasers who are unable to access the P2P system.
Schedule C - Delivery Schedule
Site Discipline and Security:
When delivering Goods to MOD through the Government Office Supplies Contract, delivery personnel will require appropriate security clearance to enable access to units and will need to comply with local unit security instructions. Security arrangements vary from unit to unit. The Contractor shall be responsible for establishing the specific security arrangements required at each site and shall ensure that delivery personnel comply.
The Contractor shall provide contract deliveries within an agreed delivery time window if required.
Deliveries within the UK:
MOD will require delivery to the following UK postcodes:
AB1 1JS CO2 9NU GU11 2AA LL19 7HA PL1 4SG SP4 0ES AB10 1JS CO2 9PZ GU11 2AE LL24 0DS PL11 2JN SP4 0JE AB15 7XH CO2 9UT GU11 2AU LL29 8PU PL11 2PD SP4 0JF AB23 8DB CR0 2EW GU11 2BG LL30 1DF PL14SL SP4 0JQ AB24 1XQ CR0 3RU GU11 2BN LL45 2PX PL18 8QL SP4 0JQ AB28 8DB CR3 2HD GU11 2BT LL61 6NT PL2 2BG SP4 6BY AB32 6US CT1 1HR GU11 2BU LL65 3NY PL2 2BG SP4 7JF AB39 3TG CT1 1JU GU11 2BX LN1 2ST PL2 2PG SP4 7NA AB42 3EP CT1 1JY GU11 2DF LN1 2TH PL31 1EG SP4 7SF B11 2QG CT1 2BQ GU11 2DG LN1 2TR PL5 2TX SP4 8AF B12 8AT CT12 5BS GU11 2DH LN1 3DY PL6 5DW SP4 8EE B14 6NY CT15 5EQ GU11 2DN LN1 3PY PL6 5DW SP4 8NR
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B15 1SL CT17 0SZ GU11 2DP LN4 3LH PL6 5EW SP4 8PT B15 2SQ CT19 3RH GU11 2DQ LN4 4SU PL6 5EWA SP4 8QE B2 4DY CT20 3EZ GU11 2DU LN4 4SY PL6 5YE SP4 8QT B2 4XN CT20 3HA GU11 2DW LN5 9NB PL6 7AJ SP4 8QU B26 3BE CT20 3HE GU11 2DX LN5 7BN PL9 0AB SP4 8QY B29 6JD CT20 3HF GU11 2ER LN5 7BW PL9 0AP SP4 8RD B32 2HX CT20 3HG GU11 2HA LN5 9NB PL9 9XD SP4 9AD B44 8LD CT20 3HJ GU11 2HA LN5 9NFB PL9 9XL SP4 9AE B68 8DH CT20 3HN GU11 2HJ LN5 9WA PO1 2EN SP4 9BY B70 9LP CT20 3HW GU11 2HL LN59NB PO1 2HB SP4 9DT B75 7RL CT20 3HY GU11 2LB LS1 2AT PO1 3EJ SP4 9HZ B9 4PP CT21 6QD GU11 2LF LS1 2JY PO1 3GX SP4 9JZ B9 4PP CV1 1LB GU11 2LF LS1 2JY PO1 3HH SP4 9JZ B98 8PJ CV11 6QN GU11 2LQ LS24 9SE PO1 3LH SP4 9LS BA1 3AE CV11 6QP GU11 2LS LS28 8HH PO1 3LJ SP4 9LT BA1 5AA CV21 2BP GU11 2LZ LS7 1AP PO1 3LR SP4 9LY BA1 5AB CV33 0UL GU11 2NQ LS7 1HE PO1 3LS SP4 9LY BA1 5BZ CV34 4BH GU11 2RQ LU1 1EA PO1 3LT SP4 9NA BA1 9BE CV34 4NE GU11 3AH LU3 2RX PO1 3LU SP4 9NG BA11 5AB CV34 4NF GU12 5LQ LU7 4QT PO1 3LU9 SP4 9NL BA12 0BS CV37 6HW GU12 5RQ M12 6HD PO1 3LX SP4 9NW BA12 0DG CV47 2UL GU14 0LX M13 9GH PO1 3NA SP4 9NY BA12 0DJ CV47 7UL GU14 9RB M14 5LH PO1 3NH SP4 9PA BA12 0DU CV5 6TA GU15 1RB M15 6BL PO1 3NJ SP4 9SF BA12 9DT CV6 3BP GU15 4NP M15 6DH PO1 3NN SP9 7AE BA12 ODJ CV7 9JR GU15 4PG M16 0BH PO10 8DH SP9 7BB BA13 3PX CW2 7HY GU15 4PQ M16 7RS PO10 8DS SP9 7EN BA13 3PY D41372 GU16 6PW M16 9HU PO10 8ES SP9 7AA BA13 4JA DA6 7QQ GU16 6RG M2 5QJ PO12 2AA SP9 7AB BA13 4JT DA6 7QQ GU16 6RW M24 1SA PO12 2AB SP9 7AE BA2 2BZ DD1 3SP GU16 6SY M27 6TA PO12 2AQ SP9 7AR BA2 5BZ DD1 1RW GU16 7HD M35 0BH PO12 2DL SP9 7AS BA2 5QN DD1 5HG GU16 7UJ M5 2TR PO12 3BY SP9 7AY BA2 6SF DD11 3SJ GU17 9LP M60 9DF PO12 3BY SP9 7BB BA20 1SH DD11 3SP GU24 0DT ME1 3BG PO12 4TH SP9 7BL BA20 2YB DD11 5JS GU24 0NY ME1 EBG PO13 0AA SP9 7BN BA21 5HR DD2 1LX GU24 0QH ME14 2AR PO13 0AB SP9 7BQ BA21 8HL DD2 5BA GU24 0QN ME14 2NA PO13 0AH SP9 7BT BA22 8HJ DD4 7DL GU24 0QQ ME20 6DB PO13 0FL SP9 7BU BA22 8HL DD4 7RH GU24 6HQ ME3 8BD PO13 0HH SP9 7DX BA22 8HT DD7 7RY GU33 6DS ME3 8BP PO13 9TN SP9 7EA BA22 8HT DE1 2JT GU33 6DT ME3 8NZ PO13 9XA SP9 7EN BA22 8HW DE14 1BN GU33 6EF ME4 4NG PO13NH SP9 7Q BA22 8JS DE14 1PT GU33 6EL ME4 4SJ PO14 1AS SP9 7QA
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BAZ 5BZ DG1 2DE GU35 0HR ME4 4UG PO15 5TU SP9 7QD BB1 5JT DG14 0XF GU35 0JE ME7 5AS PO17 6EG SP97EN BB2 2HS DG6 4AZ GU35 0NE MK15 0YS PO17 6EJ SR1 3NA BD1 2QT DG6 4QZ GU35 0QP MK3 5HQ PO19 6BL SR6 8DP BH15 4NQ DH1 1JR GU35 0WE MK3 5HQ PO2 8BY SS13 9SR BH17 7YY DH1 3BW GU35 9HU MK42 8AJ PO2 8DX SS2 5SP BH20 5QF DH1 5TS GU35 9JA MK9 2AE PO2 8ER SS3 9SR BH20 6JA DH3 3SR GU35 OJE ML3 0AS PO2 9PJ ST1 3AP BH20 6JB DL1 1QT GU9 9QB N20 0LG PO28 2EA ST18 0AQ BH20 6JD DL1 4DF HA0 2AF N7 0LP PO3 5LE ST3 5BL BH20 6JG DL10 4QN HA0 2AF N8 7QT PO3 5LG ST5 9ED BH20 6JN DL10 5DS HA4 4DW NE1 8JA PO30 1UH ST6 3HJ BH20 6JP DL10 7NP HA4 6DQ NE1 8JN PO6 3LY SW1 2HB BH20 6JS DL14 6RX HA4 6DW NE1 8JW PO6 3RU SW11 1TT BH20 6LT DL5 4ER HA4 6EP NE1 8PY PO6 4TT SW13 9NR BH21 5QJ DL5 6UR HA4 6NG NE11 9XO PO7 7QT SW16 6HW BH21 6QS DL6 1JC HA4 6NR NE11 9XQ PO9 2AR SW17 7BQ BH2O 6JA DL6 1JG HA6 3HP NE13 1SP PR1 0SA SW18 2HB BH8 8AZ DL6 2JG HA6 3HS NE15 0RF PR1 2NJ SW18 5JX BL3 2RW DL7 9NJ HA7 3HH NE15 0RG PR1 6PR SW1A 1AA BL8 2PL DL9 4DF HA8 9BA NE15 7JZ PR1 8BH SW1A 2AX BL9 0DF DL9 3AB HD1 1QQ NE19 1NX PR2 2YF SW1A 2BE BL9 0LB DL9 3AD HD1 3DR NE2 4LD PR2 4AA SW1A 2EU BN1 3WB DL9 3AP HG3 2FT NE2 4LG PR2 8AA SW1A 2EV BN1 5AS DL9 3AQ HG3 2RF NE2 4NP PR2 8EA SW1A 2HB BN1 9RF DL9 3AW HG3 2RG NE23 6RA PR4 0ZB SW1A 8RF BN25 1LS DL9 3AX HG3 2SE NE24 5TA PR4 1AX SW1E 5HE BR1 1NA DL9 3AY HG4 2EF NE28 6HP PR4 3CH SW1E 6HQ BS1 4TY DL9 3DB HG4 2RB NE3 2EF PR4 3JQ SW1P 1JU BS10 6EZ DL9 3DQ HG4 2RD NE3 2EG PR4 3LJ SW1P 2DY BS11 9DQ DL9 3EJ HG4 3RD NE3 2JJ RG1 2LN SW1W 8RF BS15 1NH DL9 3EL HP11 1PZ NE3 3JN RG1 7QE SW1X 8NF BS16 1EJ DL9 3JF HP11 2DN NE30 4RE RG18 9TP SW1X 8NS BS18 1SX DL9 3JS HP11 2EB NE31 1BX RG2 8NJ SW1Y 2HB BS3 2NS DL9 3LB HP14 4HE NE33 1PD RG2 9LN SW2 2RR BS31 1SX DL9 3LD HP14 4UE NE34 6HH RG2 9NH SW3 2BQ BS32 8JH DL9 3LE HP14 4UE NE6 1BU RG2 9NJ SW3 2RR BS34 7JH DL9 3LL HP14 4XE NE6 3RA RG2 9NL SW3 4HT BS34 7QE DL9 3LN HP19 7QR NE6 5TL RG2 9NN SW6 3JS BS34 8EB DL9 3LP HP19 8RN NE63 9AE RG2 9PX SW7 1SE BS34 8GE DL9 3LR HP22 5EP NE63 9DH RG20 7EX SY1 1JZ BS34 8HW DL9 3LR HP22 5PG NE66 1NG RG21 7NE SY1 4RL BS34 8JH DL9 3LS HP22 6PG NE66 3JF RG26 5AW SY21 9HR BS34 8JW DL9 3LU HP9 2RP NE66 3JN RG29 1QH SY3 7LT
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BS34 8QJ DL9 3PB HR1 2BB NE8 2BE RG29 1QT SY3 8LZ BS34 8QW DL9 3PE HR2 0JA NE8 4HX RG30 1HW SY4 1BH BS34 8TY DL9 3PS HR2 6HZ NG1 3QX RG30 3RP SY4 4DZ BS37 5XP DL9 3PZ HR4 7DD NG18 1BA RG30 3RR SY4 4HF BS4 4LE DL9 3QG HU1 3ES NG23 5NG RG7 4HP TA1 3LS BS4 5LE DL9 4AU HU12 0SG NG31 7NP RG7 4PH TA1 3QB BS7 0XL DL9 4DD HU15 1EQ NG31 7TJ RG7 4PR TA1 3QE BS8 1UP DL9 4DF HU17 7LQ NG32 2DQ RH1 1DS TA1 5LJ BS8 2LG DL9 4ER HU17 7LX NG34 7WJ RH10 8BD TA13QE BS8 3NA DL9 4HE HU17 7NH NG34 8GZ S1 2GJ TA15 5LJ BT1 2EW DL9 4HH HU3 1DS NG34 8HA S10 2HU TA2 6PF BT1 3GE DL9 4LD HU4 6BN NG34 8HB S10 3EU TD1 3AT BT18 9FD DL9 4SW HU5 2TD NG34 8HG S12 2AN TD15 1DG BT18 9FE DL9 7NP HX1 1UG NG4 3DX S12 2ZN TD15 1DT BT18 9JT DN1 3NR HX2 0BA NG5 9HA S20 2QW TF2 7DX BT18 9QA DN16 1TY IG1 1SW NG6 8AD S40 1AG TF2 7NB BT18 9RA DN4 8PL IG1 4LR NG6 8AQ S616 1DN TF2 8JT BT18 9RE DT1 1RN IP1 1TF NG8 3HY S65 1SH TF2 8LA BT18 9RF DT11 8BP IP1 4BH NG8 3LT S70 1SD TF2 8LG BT19 2QT DT11 8BQ IP12 3HY NG8 3RB S70 1SE TF2 8LS BT19 4QT DT11 8RE IP12 3LU NG8 3SD S8 7JG TF3 3AD BT19 7QT DT11 8RH IP12 3TW NG9 2HA S8 7JQ TF4 2BQ BT20 8NG DT5 1PP IP14 1BL NG9 2HF SA1 1JF TF9 3QE BT23 4EA DT9 4JW IP24 2DJ NG9 5HA SA1 2HP TN1 2AX BT28 3FQ DY10 2BY IP26 5EP NG9 5HA SA1 3SY TN14 7BP BT28 3NF DY2 8RH IP27 9PN NG9 6GX SA14 8YP TN14 7BT BT28 3NG DY8 2LQ IP27 9PP NG9 6HJ SA3 5AJ TN23 3HX BT28 3NP E1 1UQ IP28 8ND NN1 3JQ SA31 3BS TN29 9JD BT28 3SE E15 3QN IP28 8NF NN13 5NB SA43 2BU TN4 9HH BT28 3WP E17 9DW IP3 0EA NN13 5NQ SA62 6NN TN4 9UU BT28 3ZR E1W 1UQ IP31 1EE NN13 5XP SA71 5EB TN6 1UB BT29 4AX E8 2LX IP31 1LW NP13 1AT SA72 6TB TQ12 6QH BT29 4BN EC1Y 2BQ IP31 IEE NP15 1XL SE1 4SB TQ2 5QP BT29 4BP EC2A 2BE IP33 3RN NP16 7HR SE1 7EH TQ6 0HJ BT29 4JS EC2A 2E IP33 3SW NP16 7YG SE12 0BH TR11 4NR BT29 4WQ EC2A 4EY IP7 7RA NP20 5XE SE16 4AN TR12 7RH BT30 4BX EC2V 6BR IP7 7RE NP25 3BS SE16 6DN TR12 7RU BT30 8BZ EC3N 4AB IV1 1HG NP25 3NS SE17 3RF TR13 8JW BT30 8DP EC4A 1AB IV2 3XD NP44 7HB SE18 4BB TR15 2BY BT30 8DX EH1 2YT IV2 3XE NP8 1TA SE18 4BQ TR16 4RA BT30 9BX EH13 0LA IV2 3XU NP8 1TE SE18 4BW TR8 4HP BT4 2EY EH13 0PD IV2 3XX NP9 5XE SE18 4LH TS1 3AE BT41 1RL EH13 0PP IV2 4SU NR12 0JE SE18 4QF TS20 2QW BT41 4LP EH13 9QW IV2 5FR NR12 8HB SE18 6ST TS3 8DS
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BT49 9AT EH14 2NA IV2 7TD NR12 8YB SE18 6XJ TS4 3BW BT49 9PR EH16 6NQ IV2 7TE NR19 1AD SE3 9RQ TS8 0TQ BT49 9QQ EH17 4NQ IV22 2HU NR2 1AH SE5 9LL TW13 7AH BT5 9DU EH2 4SN IV30 6YQ NR20 4TX SE6 2RH TW2 7DU BT52 2AL EH26 0NP IV31 6SD NR20 4TY SE9 3AY TW3 1EF BT6 9HB EH3 9DR IV36 3UH NR3 1HX SG16 6DN TW4 6EZ BT61 9DL EH30 9NT IV36 3WU NR3 1PD SG16 6EN TW4 6HD BT62 4BD EH48 4PP IV36 3WU NR3 1QA SG17 5AR TW4 6JB BT7 3DA EH5 1HA KA11 4JZ NR3 2AB SG17 5PR TW8 9ES BT7 3EY EH54 6QF KA15 1GT NW1 4AL SG8 5LX UB1 1PN BT74 7HB EH7 4NQ KA15 1JT NW1 4AZ SK3 8AB UB10 0RX BT8 8JP EN5 4JX KA2 9RZ NW3 5LA SK8 7NU UB10 0RZ BT9 6SJ EX1 2DQ KA7 2JQ NW7 1PX SK8 7NY UB10 9NH BT9 7JB EX2 6AE KA9 2PG NW8 6PT SL1 1DG W12 7RW C02 7UT EX2 6AR KA9 2RZ NW9 9QF SL4 3DN W1K 5HR C75 7RL EX31 1AZ KT1 2QX OX1 1RX SL4 1HF WA1 1NB CA14 3BB EX31 4AZ KT17 2BG OX1 1RY SL4 1HP WA10 1TN CA3 8ND EX32 8JT KT18 6JN OX1 3LJ SL4 1HS WA10 3UB CA3 8UR EX32 8ND KT18 6JW OX10 6AA SL4 3DN WA2 7QS CA6 5LX EX39 4JH KT2 5UF OX10 6DP SL4 4XW WA5 7ZT CA6 7AT EX39 4JX KW15 1LP OX11 7EQ SL6 1NJ WA8 6TH CB1 2HD EX8 5AR KY1 2XH OX11 7ES SM3 9HG WC1A 1DT CB1 3HS EX8 5HS KY11 2BE OX13 6HW SN1 5EH WC1A 2SH CB1 8HQ FK15 0JY KY11 2BL OX13 6JB SN10 2ER WC1B 4AD CB10 2YA FK3 8HZ KY11 2BX OX18 1DR SN13 0PW WC1E 7JE CB10 2YB FK7 7RR KY11 2BY OX18 3LX SN13 3NR WC1N 1NP CB2 1LQ FK8 1EH KY11 2UU OX2 1PP SN13 9GB WC1X 8TX CB2 7EB FY3 3WP KY11 2XH OX25 0PP SN13 9LB WC2A 3PH CB25 9LX FY5 3NP KY11 2XP OX25 1LP SN13 9NP WC2A 3TG CB25 9PA FY5 3WP KY11 2XX OX25 1PP SN13 9NR WC2H 8LD CB25 9PU G1 3DN KY11 2YA OX25 2LD SN13 9RA WC2N 5BL CB25 9QB G11 7DG KY11 2YD OX26 6HF SN13 9TR WC2R 0RQ CB25 9QE G12 8SU KY12 2XH OX26 6HF SN13 9TU WF1 1DW CB5 8RX G14 0XN KY12 7JB OX26 6JP SN13 OPQ WF1 3AY CB5 9PA G2 3LW KY12 7SA OX27 8TS SN14 6AY WF10 4SF CB5 9QU G2 5EX KY12 7SB OX3 7JJ SN14 6BT WF8 4ES CF10 1GR G2 7NP KY12 8LA OX6 0JJ SN14 8PZ WN6 7NQ CF10 4FG G2 7NR KY15 4BL OX6 OLD SN14 8QY WR1 1AN CF14 2HX G2 8EX KY16 0GX P015 5TU SN15 4AB WR1 2DB CF14 3YE G20 6JT KY16 0JK PA1 3NE SN15 4PZ WR14 3PS CF4 3YE G20 6JU KY16 0JX PA15 2AR SN4 0ST WR5 2PA CF5 3HS G20 8LQ KY16 0JY PA16 7SL SN5 7QX WS11 0JB CF62 4AD G3 3LW KY16 0LQ PA23 7UL SN5 7XH WS14 5PY CF62 4DN G3 6AX KY6 2SU PA28 6RD SN5 7XQ WS14 9PY
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CF62 4WA G3 8ET L11 5AF PE1 1TB SN6 8JU WS14 9TJ CF62 5WA G32 8RG L17 8YE PE1 2UW SN6 8LA WS14 9TY CF64 2XU G44 5SS L17 9PH PE18 8QL SN6 8RF WV1 3BL CF64 5XU G51 2YE L18 6HF PE19 7LN SN6 8SJ WV10 9QR CF72 8YT G51 3JH L2 3YL PE2 9BY SN6 8SQ WV3 7EX CH1 2DN G67 2UH L2 3YL PE28 2EA SN6 8TS WV7 3EX CH1 2JT G74 2HP L2 7NX PE28 2JA SN9 6BE YO1 1SB CH2 1HE G82 8HL L2 7PX PE28 4DA SN9 6BG YO1 4AU CH2 4AN G83 7BA L2 8TD PE28 4DB SN9 6EB YO1 4ES CH2 4BD G84 0PD L20 1BG PE28 4QF SN9 6ES YO1 6JX CH2 4BU G84 8HL L25 2XP PE28 4UX SO14 1NJ YO1 9SB CH41 1HG G84 9BX L3 4DX PE28 4YG SO14 2AL YO10 3JB CH41 2QJ G84 9HL L3 4DZ PE28 8QL SO14 2BT YO10 4AS CH41 9BP G848HL L30 4XN PE29 2EA SO15 0AJ YO10 4AU CH41 9BQ GL1 2EH L36 3RW PE33 9JX SO15 2DX YO10 4EB CH42 7HT GL1 2HE L37 7AD PE33 9NP SO15 50A YO10 4ES CH43 9TF GL2 2AT L38 7JD PE8 6HD SO20 6NQ YO10 4HD CH5 2JY GL2 4QN L38 7JE PE8 1AA SO20 8DY YO10 4JG CH5 2LS GL20 5JA L69 9BS PE8 2BA SO20 8DZ YO10 4JJ CH5 2TE GL20 8LF LA14 1AF PE8 2DL SO21 2PQ YO11 1JH CM1 1HQ GL20 8LZ LA14 5RA PE8 3NE SO21 2RG YO18 7NT CM1 4HQ GL3 1EP LD3 7EA PE8 6DL SO22 5EA YO24 1DS CM13 3BN GL3 1EZ LD3 7RA PE8 6EN SO22 6NQ YO3 5SW CM13 3UJ GL3 1HW LD3 8PN PE8 6HB SO23 8TS YO30 1YP CM2 5TA GL52 4SF LE1 15H PE8 6HD SO23 8UY YO30 2AJ CM7 4AX GL52 8SF LE1 1SH PE8 6NU SO3 4RS YO30 6BU CM7 4AZ GL7 1TT LE11 2AF PE8 7SL SO40 4ZG YO30 6BY CM7 4BB GL7 4DL LE11 3TU PE8 86R SP1 1TY YO32 5SB CO1 1PX GL7 4DL LE12 8TZ PE8 8AE SP1 2EX YO32 5SN CO2 7NL GL7 5RD LE13 0GX PH1 5BT SP10 8ER YO32 5SW CO2 7NT GL7 6JG LE15 6BL PH1 5HR SP11 8BG YO32 9SS CO2 7SR GT28 3SE LE15 7BL PH2 9NW SP11 8HJ YO7 3EA CO2 7SW GU1 4QD LE15 8RL PH49 4JB SP11 8HT YO7 3EY CO2 7SZ GU11 1AY LE18 4UX PL1 2PA SP11 9LQ YO7 3EZ CO2 7TA GU11 1PB LE18 4WS PL1 2PD SP11 9QE YO7 3YA CO2 7TB GU11 1PD LE2 6AE PL1 2SW SP11 9RP CO2 7UJ GU11 1PL LE4 6BY PL1 3BQ SP11 9ZQ
CO2 7UL GU11 1PS LE8 2UD PL1 3QS SP2 0AG
CO2 7UQ GU11 1PW LL11 1NF PL1 3RT SP3 4RS
CO2 7UT GU11 1QD LL13 8RD PL1 4JH SP3 4UZ
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Deliveries Overseas:
Historical management information demonstrates that the MOD may require delivery overseas as follows:
Historical Total Possible Overseas Location Value of Goods
Kenya £11k Brunei £2.5k Belize £0.8k Canada £19.5k Belgium £17k Holland £21k Nepal £7k Norway £0.3k Gibraltar £125k Cyprus £290k Falkland Islands £53k Ascension Island £10k Italy £7k Germany £1.7m
When delivering Goods overseas, the Contractor(s) will be:
Responsible for using the appropriate packaging for overseas delivery including specific packaging for goods designated as dangerous cargo (for Goods delivered to an UK point of embarkation, the Contractor shall ensure that the contents are not identifiable). Able to utilise existing MOD carriers and routes via BFPO Northolt or MOD Bicester (as detailed below) if required.
Deliveries via Bicester to overseas locations attract standard rate VAT. In circumstances where the goods are delivered via BFPO Northolt, the Goods may be eligible for zero rating.
Deliveries via BFPO Northolt
If the individual parcels within the consignment weigh 30KG or less, they can be despatched to BFPO Northolt for onward shipment through the MOD BFPO system. On arrival of boxes BFPO Northolt staff would assess postage charges for onward shipment, items would then be moved by BFPO Northolt to overseas BFPO locations. The finance department at BFPO
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Northolt would then raise an invoice for the costs incurred to move the items and forward direct to the Contractor.
Contractors will be required to set up a commercial receipts contract with BFPO Northolt should they wish to utilise this service. Details including costs are available from:
[Redacted Text], Commercial Manager Resource and Secretariat, Room 1/25, HQ BFPO White House Gate, West End Road, Ruislip, HA4 6DQ Telephone: [Redacted Text], Email: [Redacted Text]
For larger deliveries the Contractor can utilise MOD Bicester, contacts are detailed below.
Deliveries via Bicester
For all deliveries, once the required items have been picked, the Contractor shall be required to collate, palletise and shrink wrap (black plastic for security) the items prior to delivery to MOD Bicester.
Each consignment shall be fully manifested and shall be made up of the following:
- A complete job pallet (the pallet is made up of one order only, although this does not restrict an order to one pallet).
- A mixed bale pallet (for smaller orders, which are collated onto a pallet and manifested separately).
The Contractor shall be responsible for raising the appropriate and necessary paperwork relating to consignments including but not limited to TREM cards, customs clearance priced invoice, Certificate of Origin, etc.
The Contractor shall then dispatch the consignment to MOD Bicester who will arrange onward transportation to the customer.
All costs from MOD Bicester to the delivery location including onward transportation costs from Dulmen, the hub for deliveries to customers within Germany, will be the responsibility of the Contractor. Costing details of this service are available from:
[Redacted Text], Assistant Head Commercial JSCS, E15 Annex, E Site, Bicester, OXON, OX25 2LD Telephone: [Redacted Text]
Schedule D - Additional Security Required
Information provided by the MOD containing the names and contact details of individuals who may purchase Goods via the Government Office Supplies Contract is marked as RESTRICTED.
This information must not, without the approval of the MOD, be published or communicated to anyone except where necessary for the execution of the Order(s).
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Government Office Supplies Contract Schedule E (Contract Management and Management Information)
SCHEDULE E – CONTRACT MANAGEMENT AND MANAGEMENT INFORMATION
1. INTRODUCTION 1.1 The successful delivery of the Contract will rely on the ability of the appointed Contractor(s) and the Contracting Authority in developing a strategic relationship immediately following award and maintaining this throughout the Contract Period. 1.2 To achieve this strategic relationship, there will be a requirement to adopt proactive contract management activities which will be informed by quality management information, and the sharing of information between the Contractor(s) and the Contracting Authority. 1.3 This Schedule E outlines the contract management activities that will be built into the Contract and the data set requirements and frequencies of management information 2. CONTRACT MANAGEMENT 2.1 Contract Management Structure 2.1.1 The Contractor will provide a suitably qualified nominated contact (the “Contract Manager”) who will take overall responsibility for delivering the services required within the Contract, as well as a suitably qualified deputy to act in their absence. 2.1.2 The Contractor shall put in place an account management structure to manage the Contract in accordance with Schedule A (Specification of Requirements) and to the Service Levels and KPIs as set out in Schedule G (Service Levels and KPIs). 2.2 Contract Review Meetings 2.2.1 Regular performance reviews will take place throughout the Contract Period, in the form of Contract Review Meetings. The exact timings and frequencies of such Contract Review Meetings will be determined by the Contracting Authority following award of the Contract. However, it is anticipated that during the first 12 months of the Contract the structure and frequency of the meetings will be as set out in paragraphs 2.2.2 to 2.2.5 below. 2.2.2 “Strategic Management Reviews”: 2.2.2.1 The senior management representatives from both the Contractor and Contracting Authority will meet every 6 months. The Contracting Authority in developing a strategic relationship with the Contractor sees these meetings as a vital element of building up this relationship. The content of these meetings will be agreed between both parties at least 14 days before the date of the meeting. 2.2.2.2 The meetings as a minimum will focus on: - Overall Contract performance - Efficiency opportunities, e.g. cost drivers (Contractor and Contracting Authority) - Benchmarking - Market conditions - Policy update
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Government Office Supplies Contract Schedule E (Contract Management and Management Information)
- Price variations (during every alternate meeting) 2.2.3 “Management Review Meetings”: 2.2.3.1 These will be quarterly meetings between the Contracting Authority and the Contractor‟s Contract Manager(s) and representatives from key Customers. The content of the review will be as set out in paragraph 2.2.5 but the information reviewed at the meeting will be based on quarterly management information provided by the Contractor. 2.2.4 “Operational Review Meetings”: 2.2.4.1 These will be monthly meetings between the Contracting Authority and the Contractor‟s contract management team. The content of the review will be as set out in paragraph 2.2.5. 2.2.5 The Management and Operational Review Meetings will focus on the operational performance of the Contract, which may include but is not limited to: 2.2.5.1 transition and on-boarding of new customers (milestones and progress against targets); 2.2.5.2 compliance; 2.2.5.3 Government Catalogue volumes; 2.2.5.4 Red Route volumes; 2.2.5.5 incident and problem management; 2.2.5.6 breaches of security; 2.2.5.7 forward planning and future efficiencies; 2.2.5.8 Customer satisfaction (quality of Goods, delivery of service etc); 2.2.5.9 contamination rates (Closed Loop Service); 2.2.5.10 collection rates (Closed Loop Service and toner cartridges); 2.2.5.11 tonnage/volumes (Closed Loop Service). 2.2.6 During Management and Operational Review Meetings, the Contracting Authority and Contractor will discuss the Management Information Report detailing the spend on items listed within the Government Catalogue and spend on items bought via the Red Route process. The Contracting Authority and Contractor will review this information with a view to determining whether Goods available via the Red Route process should be incorporated into the Government Catalogue, and vice versa. In cases where Goods are identified to transfer from the Red Route process to the Government Catalogue, the Contractor will be required to submit to the Contracting Authority evidence to demonstrate the ex works cost for such Goods (such as manufacturer / supplier invoices), in order for the Contracting Authority to confirm whether the prices proposed are in line with the pricing methodology adopted by the Contractor when tendering for the Government Offices Supplies Contract. This process will ensure that the prices of transferred Goods remain competitive throughout the Contract Period and the benefits realised through the use of the Government Catalogue are passed back to the Customers.
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Government Office Supplies Contract Schedule E (Contract Management and Management Information)
3. MANAGEMENT INFORMATION 3.1 Management Information Template 3.1.1 The Contracting Authority will provide the Contractor with the monthly management information template (“Management Information Template” or “MI Template”) via e-mail prior to or shortly after the first Working Day of each month (“Monthly Email”). The Contractor shall be required to complete this template and return it back to the Contracting Authority by the date set out in paragraph 3.1.6. MI Templates from previous months should not be used as the date will be incorrect and therefore cannot be incorporated into the Contracting Authority‟s data collection system. 3.1.2 An example of the MI Template to be used for this Government Offices Supplies Contract is set out at Annex A. The Contracting Authority shall provide guidance notes for completing the template report and shall update them from time to time. The template report should be completed by the Contractor in accordance with the guidance notes. Some fields in the template report are mandatory and these fields will be highlighted in the guidance notes. Returns will not be accepted unless all mandatory fields have been completed by the Contractor. 3.1.3 The Contractor must inform the Contracting Authority of any errors or corrections within management information submissions made in previous months. 3.1.4 No amendment should be made to the current MI Template without prior notification to and agreement by the Contracting Authority. 3.1.5 Any errors or omissions may result in the management information return being rejected and may constitute a management information failure for the purposes of this Contract. 3.1.6 The Contractor must return the template by the 15th of each month (or the first Working Day available when the 15th falls on a weekend) in all cases, including where there has been no activity in the relevant month (“Nil Return”). 3.1.7 The completed MI Template should be returned to the sender of the Monthly Email or as otherwise communicated to the Contractor from time to time. In the subject line of the return email, the Contractor must insert the contract reference number, the Contractor‟s name and the month that the return relates to. 3.1.8 The deadline for the return of the MI Template is the date outlined in paragraph 3.1.6. If a return has not been received by the deadline the Contractor may be contacted by a member of the Contracting Authority‟s data team. Should there be two or more consecutive failures by the Contractor to provide management information in the correct format and by the deadline set; the Contracting Authority may exercise its right in relation to a Consistent Failure as provided for under this Contract. 3.1.9 The Contracting Authority reserves the right to revise the MI Template at any stage during the Contract Period. 3.2 Management Information Report 3.2.1 The Contracting Authority will work with the Contractor within the first three months of the Contract to develop a „The Management Information Report‟
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Government Office Supplies Contract Schedule E (Contract Management and Management Information)
which will monitor the overall performance and development of the Contract. This report will be in addition to the Management Information Template as set out in paragraph 3.1.1. 3.2.2 The Management Information Report will comprise a series of „Performance Dashboards‟ or „Summary Reports‟ that will monitor and review the performance of the Contract and form a key part of the contract management process outlined in paragraph 2 of this schedule. 3.2.3 The expectation of the Contracting Authority will be the Management Information Report will cover: 3.2.3.1 On a monthly basis: - progress on the transitioning of Customer to the Contract; - performance against all service levels and KPIs, as required within Schedule G (Service Levels and KPIs); - spend on all items listed within the Government Catalogue; - spend on all items bought via the Red Route process; - spend via the Government Catalogue and Red Route, itemised per Customer which includes top spend/volume lines. 3.2.3.2 On a quarterly basis: - efficiency tracking by department (methodology to be agreed with the Contracting Authority; - spend and volume information on all items listed in the Government Catalogue, including an analysis of „Year To Date‟ spend, „Year to Go‟ forecast and information of where and when volumes targets have or should be met based on spend trends; - Goods/volumes being sent overseas; - Goods/volumes being sent to delivery hubs for ongoing shipment overseas; - exception reporting; - tracking of Customers moving from Transactional Model B to Transactional Model A as required within paragraph 10.4 of Part 1 of Schedule A (Specification of Requirements); - paper waste being produced by end users in relation to Closed Loop Service (Product Grouping 1 only); - progress reporting on Closed Loop Service roll out with Customer (Product Grouping 1 only). 3.2.3.3 On a bi-annual basis: - Contractor‟s supply chain performance, including an assessment of SME‟s being used to supply and/or deliver goods and services. 3.2.4 The above list is not exhaustive and will be developed between the Contracting Authority and the Contractor throughout the Contract Period.
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Government Office Supplies Contract Schedule E (Contract Management and Management Information)
3.2.5 Management Information Reports will be submitted 5 Working Days before any planned Review Meetings (as outlined in paragraph 2 of this Schedule) and/or at a date specified by the Contracting Authority. 3.2.6 The Contractor will comply with management information requirements as set out within this Schedule throughout the Contract Period. 3.2.7 The Contracting Authority reserves the right to revise the management information reporting requirements (and subsequent reporting templates and frequencies) at any stage during the Contract Period. 3.2.8 The Contractor will be provided with one month‟s written notice of any significant changes to management information reporting requirements (including changes to MI Templates and reporting frequencies).
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Government Office Supplies Contract Schedule E (Contract Management and Management Information)
ANNEX A
MONTHLY MANAGEMENT INFORMATION TEMPLATE
MI Template - PG1
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Government Office Supplies Contract Schedule F (Variation Procedure)
SCHEDULE F – VARIATION PROCEDURE
1. INTRODUCTION 1.1 This Schedule F describes the Variation Procedures relating to the Contract. 1.2 Changes to the Government Offices Supplies Contract, with the exception of changes to prices set out within Schedule C (Pricing Document), will be governed by the principles and procedure set out within paragraphs 2 and 3 of the Schedule F. 1.3 Changes to prices set out within Schedule C (Pricing Document) of the Contract will be controlled by the procedure set out within paragraph 4 of this Schedule F. 2. PRINCIPLES 2.1 Where the Contracting Authority or the Contractor consider that there is a need to change the Contract, the Contracting Authority may at any time request and the Contractor may at any time recommend such a change but only in accordance with the procedure set out within paragraph 3 (“Contract Variation Procedure” or “CVP”) of this Schedule F. 2.2 Neither the Contracting Authority nor the Contractor shall unreasonably withhold its agreement to any change under the CVP. 2.3 Until such time as a change to the Contract is made in accordance with the CVP, the parties respective rights and obligations under the Contract shall remain applicable as if the request or recommendation had not been made. 2.4 Any discussions which may take place between the Contracting Authority and the Contractor in connection with a request or recommendation before the authorisation of a resultant change to the Contract shall be without prejudice to the rights of either party. 2.5 Any work undertaken by the Contractor, its sub-contractors or agents which has not been authorised in advance by a change to the Contract in accordance with the CVP shall be undertaken entirely at the expense and liability of the Contractor. 3. CONTRACT VARIATION PROCEDURE 3.1 Discussion between the Contracting Authority and the Contractor concerning a change to this Contract shall result in any one of the following: 3.1.1 no further action being taken; 3.1.2 a request to change the Contract by the Contracting Authority, or 3.1.3 a recommendation to change the Contract by the Contractor. 3.2 Where a written request for an amendment is received from the Contracting Authority, the Contractor shall, unless otherwise agreed, submit two copies of a Contract Change Notice (CCN) signed by the Contractor to the Contracting Authority within 5 Working Days of the date of the request. 3.3 A recommendation to amend by the Contractor shall be submitted direct to the Contracting Authority in the form of two copies of a CCN signed by the Contractor at the time of such recommendation. 3.4 Each CCN shall contain: 3.4.1 the title of the change; 3.4.2 the originator and date of the request or recommendation for the change;
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3.4.3 the reason for the change; 3.4.4 full details of the change including any specifications and pricing information; 3.4.5 a timetable for implementation together with any proposals for acceptance of the change; 3.4.6 details of the likely impact, if any, of the change on other aspects of this Contract; 3.4.7 the date of expiry of validity of the CCN; and 3.4.8 provision for signature by the Contracting Authority and by the Contractor. 3.5 For each CCN submitted the Contracting Authority shall, within the period of the validity of the CCN: 3.5.1 allocate a sequential number to the CCN; 3.5.2 evaluate the CCN and, as appropriate: 3.5.3 request further information, or 3.5.4 arrange for two copies of the CCN to be signed by or on behalf of the Contracting Authority and return one of the copies to the Contractor; or 3.5.5 notify the Contractor of the rejection of the CCN. 3.6 If the Contractor considers that the preparation of a CCN requested by the Contracting Authority would necessitate significant allocation of resources over and above those stated in the Contract the Contractor shall notify the Contracting Authority accordingly and, on agreement by the Contracting Authority, the Contractor shall make a proposal for a paid study of the cost and implications of producing the required CCN. Pending the Contracting Authority's acceptance of that proposal the Contractor will be relieved of his obligations to produce such CCN. In the event that the Contracting Authority does not agree to a paid study, or does not accept the results of that study (the Contracting Authority acting reasonably), the Contractor is obliged to produce the CCN. 3.7 A CCN signed by the Contracting Authority and by the Contractor shall constitute an amendment to the Contract. 4. PRICE VARIATION PROCEDURE 4.1 The prices set out within Schedule C (Pricing Document) shall only be varied due to: 4.1.1 decrease, in accordance with paragraph 4.2; and / or 4.1.2 increase, in accordance with the provisions of paragraph 4.3. 4.2 In recognition of further efficiencies and incentivisation principles built into the Contract (as set out within Schedule H – Further Efficiencies, Incentivisation, and Gainshare), every 6 Months during the Contract Period, the Contractor shall assess the prices set out within Schedule C (Pricing Document) to consider whether it is able to reduce them. Such assessments shall be carried out on the 6 Month anniversary of each Contract Year (or in the event that such dates do not, in any Contract Year, fall on a Working Day, on the next Working Day following such dates). To the extent that the Contractor is able to decrease the prices it shall promptly notify the Contracting Authority in writing and such reduction shall be implemented in accordance with paragraph 4.4 below.
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Government Office Supplies Contract Schedule F (Variation Procedure)
4.3 Increase 4.3.1 Subject to paragraph 4.1.1, the prices will remain fixed (i.e. not subject to change) for one Year from the Commencement Date. 4.3.2 The Contracting Authority expects that prices will decrease during the Contract Period, as set out within Schedule H (Further Efficiencies, Incentivisation, and Gainshare). However, in cases where the Contractor, due to exceptional circumstances, needs to request an increase, they may do so in accordance with the remaining provisions of this paragraph 4.3, subject always to: 4.3.2.1 the Contractor's request being submitted at least three months before the effective date for the proposed variation ("Adjustment Date"); 4.3.2.2 the cap on any increase set out in paragraph 4.3.9 below; and 4.3.2.3 the agreement of the Contracting Authority. 4.3.3 The earliest Adjustment Date for any increase in the prices in accordance with this paragraph 4.3 will be the first Working Day following the first anniversary of the Commencement Date. Thereafter any subsequent increase in accordance with this paragraph 4.3 shall not occur before the anniversary of the previous Adjustment Date. 4.3.4 In order to make a request for a variation of the prices in accordance with this paragraph 4.3, the Contractor shall provide the Contracting Authority with written supporting evidence to support its request for a variation broken down by sub-product range (e.g. paper) and cost build up (e.g. fuel, labour, packaging). 4.3.5 The Contracting Authority will work with the Contractor following award of the Contract to outline the evidence that would be required. 4.3.6 The Contractor shall provide such evidence in a fully transparent manner using open book accounting. 4.3.7 In reviewing the Contractor’s request, the Contracting Authority may make reference to industry or national price industry indices (such as the typical retail prices of petroleum products relating to diesel). 4.3.8 Subject to the cap set out in paragraph 4.3.9 below, the prices will be varied in cases where the Contracting Authority is satisfied that the evidence sufficiently supports and validates the Contractor’s request ("Adjustment "). 4.3.9 The Adjustment in any one Year (excluding the first Year of the Contract as explained in paragraph 4.3.1) will be subject to a cap as detailed below, whichever is the greater figure: 4.3.9.1 2%; or 4.3.9.2 RPIX - 2%, by application of the following formula:
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Government Office Supplies Contract Schedule F (Variation Procedure)
NP = EP multiplied by X
Where:
NP = New Price
EP = Existing Price
X = 1 + Annual Percentage Change in RPIX Index – 2
------
100
For the purposes of the above formula: "RPIX Index" shall mean the "Retail Prices Index excluding mortgage interest rates (RPIX)" as published by the Office of National Statistics (http://www.statistics.gov.uk/instantfigures.asp); and The "Annual Percentage Change in RPIX Index" shall mean the percentage increase in the most recently published RPIX Index which has been confirmed by the Office for National Statistics at the time of the request for variation. 4.3.10 For the avoidance of doubt, the Contracting Authority in its sole discretion shall decide whether to agree to the variation proposed by the Contractor, and to determine the level of variation if agreed by the Contracting Authority, and shall notify the Contractor of its decision in writing. 4.4 Implementation of Adjusted Prices 4.4.1 Variations to the prices in accordance with the provisions of paragraph 4.3 above shall be made by the Contracting Authority to take effect: 4.4.1.1 one month after the 6 Month anniversary where the Contractor notifies the Contracting Authority in accordance with paragraph 4.1.1 (as applicable) that it is able to decrease the prices; or 4.4.1.2 on the Adjustment Date where a variation is made in accordance with paragraph 4.1.2, 4.4.2 and the Contractor shall amend the prices shown in Schedule C (Pricing Document) to reflect such variations. 4.5 Changes to Price Variation Procedure 4.5.1 The Contracting Authority reserves the right to change this Price Variation Procedure during the Contract Period, subject to agreement by the Contractor. 4.6 Benchmarking 4.6.1 In order to ensure that prices remain competitive and continue to deliver value for money within the open market, the Contracting Authority shall benchmark prices every 6 Months during the Contract Period in order to compare the prices with those offered by third parties.
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4.6.2 The Contracting Authority shall be entitled to use any model to determine the achievement of value for money to carry out the benchmarking evaluation referred to in paragraph 4.6.1. 4.6.3 The Contracting Authority shall be entitled to publish the results of any benchmarking of the prices to Customers. 4.6.4 The Contractor shall use all reasonable endeavours and act in good faith to supply the information required by the Contracting Authority in order to undertake the benchmarking referred to in this paragraph 4.6, such information requirements to be at the discretion of the Contracting Authority.
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Government Office Supplies Contract Schedule G (Service Levels and KPIs)
SCHEDULE G – SERVICE LEVELS AND KPIS
1. INTRODUCTION 1.1 The Contractor will provide proactive contract management for the Contract, in accordance with Schedule E (Contract Management and Management Information). As part of the management information process, the Contractor will be required to report monthly on their performance against service levels and KPIs as detailed in this Schedule G. 1.2 The Contractor shall provide support and advice through the provision of a dedicated Contract Manager, as detailed in Schedule E (Contract Management and Management Information), where required on matters relating to: 1.2.1 contract management, including ordering and complaints; 1.2.2 technology; 1.2.3 sustainability; 1.2.4 accessibility; 1.2.5 specific technical support in respect of the ordered Goods and Services. 2. SERVICE LEVELS 2.1 The Contractor shall be required to deliver Goods and Services through the Contract in accordance with the service levels set out in Schedule A (Specification of Requirements). 2.2 The Contracting Authority reserves the right to adjust and revise these service levels during the Contract Period, however any significant changes will be agreed between the Contracting Authority and the Contractor. 3. SERVICE LEVELS FOR CUSTOMERS 3.1 The service levels set out in Schedule A (Specification of Requirements) shall be applicable to all Customers accessing the Contract. 4. KEY PERFOMANCE INDICATORS 4.1 The Key Performance Indicators (KPIs) applicable to the Contract are set out in Annex A of this Schedule G. 4.2 The Contractor shall establish processes to monitor its performance against the agreed KPIs in order to report progress to the Contracting Authority. The Contractor will at all times ensure compliance with the standards set by the KPIs. 4.3 The Contracting Authority shall review progress against these KPIs to evaluate the effectiveness and efficiency of which the Contractor performs its obligation to fulfil the Contract. 4.4 The Contractor‟s achievement of KPIs shall be reviewed during Contract Review Meetings, and the review and ongoing monitoring of KPIs will form a key part of the contract management process as outlined in Schedule E (Contract Management and Management Information). 4.5 The Contractor will provide a monthly report on its performance against each of the KPIs listed in Annex A (and / or any KPIs introduced as per paragraph 5 below).
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Government Office Supplies Contract Schedule G (Service Levels and KPIs)
4.6 The Contracting Authority reserves the right to adjust, introduce new, or remove KPIs throughout the Contract Period, however any significant changes to KPIs will be agreed between the Contracting Authority and the Contractor. 5. EFFICIENCY TRACKING PERFORMANCE MEASURES 5.1 The Contracting Authority will work with the Contractor to develop efficiency tracking performance measures for the Contract. This shall include but is not limited to: 5.1.1 tracking reductions in product volumes and product costs, in order to demonstrate that Customers are consuming less and buying more smartly; 5.1.2 tracking the migration of Customers to more efficient buying practices via the migration of Customers to Transactional Model A from Transaction Model B as set out in paragraph 10.4 within Part 1 of Schedule A (Specification of Requirements); 5.1.3 tracking Customer compliance in transitioning to this Contract in accordance with the agreed timescales; 5.1.4 tracking Customer compliance in migrating, where applicable, to a single product specification (e.g. A4, 100% recycled cut paper); 5.1.5 tracking and reporting Customer expenditure on Red Route products; 5.1.6 developing additional KPIs to ensure that the Contract supports the emerging target operating model across central government (particularly in line with centralised sourcing and category management, procurement delivery centres and payment processing through existing ERP systems and shared service centres). 5.2 This list is not exhaustive and may be developed during the Contract Period. 5.3 The metrics that will be agreed and implemented to measure efficiency will be developed and agreed between the Contracting Authority and the Contractor during the Contract Period. Such metrics will be incorporated into the list of KPIs set out in Annex A (where appropriate). 5.4 The ongoing progress and development of the efficiency tracking performance measures will be reported through contract management activities as outlined within Schedule E (Contract Management and Management Information). 6. ESCALATION PROCEDURE 6.1 In the event that the Contracting Authority and the Contractor are unable to agree the performance score for any KPI during an Operational Review Meeting, the disputed score will be recorded and the matter will be referred to the Management Review Meeting for resolution. 6.2 In the event of a failure to reach a solution that is acceptable to both parties at the Management Review Meeting, the matter will be referred to the senior management representatives who attend the Strategic Management Review Meetings in order to determine the best course of action to resolve the matter (which may involve organising an ad-hoc meeting to discuss the performance issue specifically). 6.3 In cases where the Strategic Management Review senior management representatives fail to reach a solution, the matter shall be dealt with in accordance with the procedure set out in Clause H2 of the Contract (Dispute Resolution).
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Government Office Supplies Contract Schedule G (Service Levels and KPIs)
ANNEX A
KEY PERFORMANCE INDICATORS
The following KPIs will be initially applied by the Contracting Authority from the Commencement Date of the Contract.
Performance Criteria Key Indicator Performance Measure
Submission of monthly Management Accuracy / The Contractor shall ensure that no Information Timeliness less than 11 separate monthly returns are fully completed with all the required information, and on time in each calendar year
Quarterly management information Accuracy / The Contractor shall ensure that no correctly submitted and on time Timeliness less than 3 separate quarterly returns are fully completed with all the required information, and on time in each calendar year
Availability of products listed in the Product at least 99% of products available Government Catalogue at all times Availability to order at all times
Reliability of all systems relating to Availability at least 98% (excluding pre-notified the delivery of the Contract over a maintenance periods) rolling 12 month period (including website, e-mail, phone/fax)
Zero variation in the ex works cost Zero variation 100% compliance for the „same‟ product procured in ex works through the Contract cost of “same products”
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Government Office Supplies Contract Schedule H (Further Efficiencies, Incentivisation, and Gainshare)
SCHEDULE H – FURTHER EFFICIENCIES, INCENTIVISATION, AND GAINSHARE
1. INTRODUCTION 1.1 This Schedule H describes the provisions included within this Contract in relation to further efficiencies, incentivisation, and gainshare. 2. FURTHER EFFICIENCIES 2.1 The Contracting Authority anticipates that take up and the number of Customers accessing the Contract will increase year on year. In recognition of this, the Contracting Authority requires the Contractor to provide additional discounts for cumulative spend during the Contract Period. 2.2 The Contracting Authority will populate the table below with information provided by the Contractor in their tendered cost schedule.
Cumulative Spend Discount
Exceeding £5 million [Redacted Text]
Exceeding £10 million [Redacted Text]
Exceeding £15 million [Redacted Text]
Exceeding £20 million [Redacted Text]
Exceeding £30 million [Redacted Text]
Exceeding £40 million [Redacted Text]
Exceeding £50 million [Redacted Text]
2.3 The above discounts would apply unilaterally to the prices of all Goods included within the Government Catalogue at the point in which the cumulative spend through the Contract over the Contract Period exceeds the appropriate banding. 3. INCENTIVISATION 3.1 The Contracting Authority is keen to work with the Contractor in a partnering capacity with a common goal of continuously improving this Government Offices Supplies Contract. 3.2 The Contractor shall provide fully transparent open book accounting to assist the Contracting Authority and Customer’s realisation of savings and efficiencies through: 3.2.1 combining cumulative spend discounts if awarded both Product Groupings; 3.2.2 combining service wrap costs if awarded both Product Groupings; 3.2.3 distilling the number of Goods included within the Government Catalogue; 3.2.4 transitioning Customers to a more commercially advantageous Transactional Model and / or service wrap; 3.2.5 continuously reviewing Goods within the Government Catalogue to substitute Goods for those of an equal or improved quality at an equal or lower price;
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Government Office Supplies Contract Schedule H (Further Efficiencies, Incentivisation, and Gainshare)
3.2.6 driving increases in tonnage of waste from Customers and maximising the value of surplus waste when providing a Closed Loop Service; 3.2.7 securing and on-boarding new Customers requiring a Closed Loop Service; 3.2.8 migrating Customers from OEM (Original Equipment Manufacturers) cartridges to the use of re-manufactured cartridges; 3.2.9 submitting gainshare proposals to Customers. 4. GAINSHARE 4.1 At any time during the Contract Period, the Contractor may make a proposal to the Customer for a new or different way of providing the Goods and / or Services (“Proposal”). Any Proposal must clearly state that it is submitted for consideration under this gainshare provision and shall include: 4.1.1 a business case for the new or different way the Contractor intends to provide the Goods and / or Services; 4.1.2 cost/benefit analysis which will consist of an outline of the costs which might be saved by the Customer (both direct and indirect); 4.1.3 the costs which might be incurred by the Contractor or the Customer (both direct or indirect); 4.1.4 the potential benefit(s) (financial or otherwise) to the Customer; 4.1.5 the gainshare ratio. 4.2 The Contractor and Customer (and Contracting Authority where appropriate) shall meet to discuss the Proposal and shall attempt to agree the investment (financial or otherwise) to be contributed by both parties, the estimated amount of savings, the gainshare ratio, the timing of any payments or adjustments and the proportion of the costs and losses to be borne by both parties should the Proposal be aborted or not meet its financial objectives. The Contractor shall then submit a revised Proposal to the Customer. 4.3 The Customer shall assess the Proposal and shall, in writing within one Month (or such other time as agreed between the parties), either accept it in principle, reject it or offer recommendations or refinements in order for the Contractor to submit a revised Proposal. 4.4 If and when the Proposal is accepted in principle by the Customer in writing, the Contractor shall formulate an implementation plan which shall set out in more detail the way in which the Contractor intends that the Proposal shall be implemented and the timetable for payments or adjustments to any element of the prices paid in accordance with the agreed gainshare ratio (“Gainshare Implementation Plan”). 4.5 Once the Gainshare Implementation Plan has been agreed between the parties, the Contractor shall implement the Proposal in accordance with the plan and the parties shall comply with any obligations they have assumed, including adjustments to the prices paid and obligations to make payments. In each case these will be in accordance with the timetable outlined in the Gainshare Implementation Plan. 4.6 Following implementation, the parties shall meet to discuss the implementation as a whole, including a cost and benefit review. 4.7 The Contractor shall provide updates to the Contracting Authority during Contract Review Meetings regarding the various gainshare Proposals that have been
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Government Office Supplies Contract Schedule H (Further Efficiencies, Incentivisation, and Gainshare)
submitted to Customers for consideration, as well as the resultant benefits that have been derived from Proposals which have been implemented. Such information may be collated by the Contracting Authority as part of the Management Information process.
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Government Office Supplies Contract Schedule I (Implementation Plan)
SCHEDULE I – IMPLEMENTATION PLAN
1. INTRODUCTION 1.1 This Schedule I outlines how implementation plans will be developed in relation to the Contract. 1.2 In this Schedule, the words and phrases below shall have the following meanings: “Transition Implementation Plan” means the high level project plan which identifies the key phases of transition during the Contract Period; “Phased Implementation Plan” means the detailed project plan outlining how the Contractor will transition the named Customers as identified in the individual phases of the Transition Implementation Plan; “Customer Approval Gate” means a health check that will be undertaken for large scale or complex Customers to ensure that all of the necessary transition activities have been satisfactorily completed prior to the Customer “going live” to access the Contract. 1.3 The Contracting Authority will use information provided by the Contractor in response to Section J of the Award Questionnaire as a basis to populate this Schedule I. 1.4 The Schedule will be further completed once the Contractor has been appointed onto the Contract, when further detail can be obtained regarding implementation in order for a Transition Implementation Plan to be produced. 1.5 Following award, the Contractor will be required to work with the Contracting Authority to confirm when individual Customers will be transitioned from their current arrangements to the Contract, and how this process will be managed. 2. IMPLEMENTATION PROCESS 2.1 Following award of the Contract, the Contracting Authority will provide the Contractor with further information relating to the Customers wishing to access the arrangement. 2.2 The Contractor will be required to obtain further information about the Customers, including details of when their current arrangements expire, if this has not been provided by the Contracting Authority. 2.3 The Contractor will work with the Contracting Authority to produce a Transition Implementation Plan which will provide a high level view of how Customers will be transitioned on to the Government Office Supplies Contract during the Contract Period. The Contractor will be required to provide a Transition Implementation Plan within 30 days of the Contract being awarded 2.4 The Contractor will work with the Contracting Authority to produce a Phased Implementation Plan for each of the Customer transition phases as outlined in Annex A of this Schedule. The timing of the production for each of the Phased Implementation Plans will be agreed between the Contracting Authority and the Contractor. 2.5 Using the information gathered, and following discussions with the Contracting Authority and / or applicable Customers as required, the Contractor will be required to provide the first Phased Implementation Plan within 30 days of the Contract being awarded for those Customers identified as phase one transition, in Annex A of this Schedule. 2.6 As a minimum, the Phased Implementation Plan should include the following:
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Government Office Supplies Contract Schedule I (Implementation Plan)
2.6.1 milestone timescales for transitioning new Customers onto the arrangement; 2.6.2 Customer Approval Gate(s) where appropriate; 2.6.3 methods of communicating transition activities and timescales with the applicable Customers; 2.6.4 details of further information that may be required from the Contracting Authority and / or the applicable Customer in order to commence transition activities; and 2.6.5 specialist resources and / or systems that may be used (if appropriate). 2.7 The Contracting Authority reserves the right to request that additional information be added to the Phased Implementation Plan, in addition to the list set out at paragraph 2.6, if required during the Contract Period. 3. AGREEMENT OF THE PHASED IMPLEMENTATION PLAN 3.1 The Phased Implementation Plan will be agreed between the Contracting Authority and the Contractor with input from applicable Customers where required. 3.2 Once agreed, the Contractor must perform all of the activities listed within the Phased Implementation Plan by the specified timescales agreed. 4. PROGRESS OF IMPLEMENTATION 4.1 The Contracting Authority, with input from applicable Customers where required, will monitor progress of implementation against the agreed Phased Implementation Plan on a regular basis. This will include discussion and / or actions agreed with the Contactor during Contract Review Meetings. 4.2 The Contractor will be required to provide to the Contracting Authority, and Customers where applicable, all necessary evidence of achievement against the milestone timescales. 4.3 In cases where the Contractor is found to be falling behind schedule, and therefore not on target to meet a specific milestone timescale within the Phased Implementation Plan, the Contracting Authority, and Customers where applicable, will request details regarding why the slippage has occurred along with details of the remedial actions introduced by the Contractor to rectify the slippage. 5. UPDATING THE PHASED IMPLEMENTATION PLAN 5.1 The Contractor is required to continuously update the Phased Implementation Plan and provide a revised version to the Contracting Authority, and Customer where applicable, in cases where changes are required by request or fault of the Customer or Contracting Authority 5.2 No other changes shall be made to the Phased Implementation Plan unless otherwise agreed with the Contracting Authority, and Customer where applicable.
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Government Office Supplies Contract Schedule I (Implementation Plan)
ANNEX A
OUTLINE IMPLEMENTATION PLAN
Outline Implementation Plan The outline implementation plan is provided to assist Contractor(s) in understanding the key phases of Customer transition on to the Contract. The plan provides current information held by the Contracting Authority on Customers named in Annex A of the Schedule A (Specification of Requirements). Contractor(s) should note that the Contracting Authority will be actively engaging with Customers during this development of this Contract to secure additional information relating to Customer’s current contracting arrangements. This additional information will be made available to the Contractor(s) following award of the Contract.
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Government Office Supplies Contract Schedule J (Exit Management)
SCHEDULE J – EXIT MANAGEMENT
1. INTRODUCTION 1.1 This Schedule J sets out how exit from the Contract is to be managed. 1.2 The potential ways in which the Contract may terminate in accordance with its terms include: 1.2.1 the expiry of the initial duration or any extension period; or 1.2.2 termination by the Contracting Authority for insolvency or change of control (clause G1 of the Contract); 1.2.3 termination by the Contracting Authority for Default (clause G2 of the Contract); 1.2.4 break termination by the Contracting Authority (clause G3 of the Contract). 2. REQUIREMENTS 2.1 The Contractor is required to ensure the orderly transition of data to the Contracting Authority in the event of termination or expiry of this Contract. 2.2 Data may include material and information relating to the following: 2.2.1 up to date contact details of the Customers accessing the Contract; 2.2.2 up to date details of the specific requirements of each of the Customers, as described in the Customer Access Agreements / Service Level Agreements, which may include but is not limited to the following: 2.2.2.1 Transaction Model adopted including order method and payment method; 2.2.2.2 delivery locations; 2.2.2.3 specific security requirements; 2.2.2.4 historical management information including volumes, Goods purchased, prices paid (including service wrap), frequencies of purchase, typical order value; 2.2.3 details of Customers receiving a closed loop service, including information regarding whether the Transfer of Undertakings (Protection of Employment) Regulations 2006 apply. 3. TIMESCALES 3.1 The Contractor shall not be required to comply with the provisions of this Schedule J before service of a notice to terminate this Contract or in the period which is more than six months before the expiry of the Contract (having not received a request for extension from the Contracting Authority).
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Government Office Supplies Contract Schedule K (Certificates and Additional Information)
SCHEDULE K – CERTIFICATES AND ADDITIONAL INFORMATION
1. INTRODUCTION 1.1 This Schedule K will be populated with copies of the following certificates and additional information as requested within the ITT: 1.1.1 Employer’s liability insurance 1.1.2 ISO 9001 or equivalent 1.1.3 ISO 14001 or equivalent 2. CHANGES TO THE CERTIFICATES AND ADDITIONAL INFORMATION 2.1 The Contractor will be required to ensure that the certificates and additional information maintained by the Contracting Authority within this Schedule K is kept up to date, and that up to date copies are continuously provided to the Contracting Authority throughout the Contract Period.
Certificates and Additional Information.pdf
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Government Office Supplies Contract Schedule L (Security Plan Template)
SCHEDULE L – SECURITY PLAN TEMPLATE
1. INTRODUCTION 1.1 The Contractor may be required to prepare a security plan for specific Customers during transition activities and in accordance with the Customer’s security policy. 1.2 The Contracting Authority has provided this template to facilitate the process and to ensure consistency across Customers accessing the Contract. 1.3 During transition activities, the Contractor is required to provide responses to the questions contained within this Schedule L to the applicable Customer if required. 1.3 The security plan must be agreed and signed between the Contractor and the Customer at paragraph 13 and a copy must be retained by the Customer. 2. SECURITY PLAN TEMPLATE 3. Transfer of Customer data 3.1 Any proposed transfer of Customer data must be approved by the Customer’s appropriate data guardian in writing. If the Contractor is unsure whether the necessary approval has been obtained the data transfer must not proceed. 3.2 Where data transfers are necessary in the performance of the Contract, they should be made by automated electronic secure transmission via the Government Secure Internet (GSI) with the appropriate level of security control. Individual data records (unless as part of a bulk transfer of an anonymised respondent survey data) will require specific transfer arrangements. Transfer of aggregated data such as results, presentations, draft and final reports may also need discussion and agreement, again in advance of any such transfer. 3.3 Whenever possible, putting data on to removable media should be avoided. Where this is unavoidable: 3.3.1 hard drives and personal digital assistants must not be used except in the circumstances set out in the Customer’s data security booklet; and 3.3.2 CD-ROM/DVD/floppy/USB sticks are only to be used after discussion and agreement with the Customer in advance of any such transfer. 3.3.3 If the use of removable media is approved, data must be written to them in a secure, centralised environment and be encrypted to HMRC standards. If you anticipate transferring data on removable media when supplying goods and / or services to the Customer, please set out the proposed transfer procedures for consideration below.
4. Sub-Contractors 4.1 The requirements set out in this security plan also apply to any sub-contractors engaged by the Contractor to perform any of the services under this Contract.
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4.2 If you intend to involve sub-contractors at any stage when supplying goods and / or services to the Customer, please list them below and provide details of how you will ensure their compliance with all aspects of this security plan.
4.3 Please also confirm your understanding and agreement that the transfer of any data to third parties is prohibited without prior written consent from the Customer.
5. Data Records 5.1 If appropriate, please provide details of any database you anticipate using when supplying goods and / or services to the Customer that will include personal information relating to an individual comprising more than the agreed number of individual customer records. Please identify the precise data to be held, in what format/medium and the locations where this data will be processed.
5.2 If appropriate, please provide details of any paper records and files you anticipate using when supplying goods and / or services to the Customer that will include personal information relating to an individual comprising more than the agreed number of individual customer records. Please identify the precise data to be held, in what paper format and the locations where this data will be stored, managed and processed. Please also set out the means of secure storage and retrieval.
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Government Office Supplies Contract Schedule L (Security Plan Template)
6. Contractor personnel 6.1 Please provide details of the measures you have in place to ensure your staff are vetted to the standard required by the Customer.
6.2 How will you ensure that all your staff requiring access to the Customer data are aware of the confidential nature of the Customer data and comply with their legal and specific obligations.
6.3 Please provide details of the ongoing training you provide to staff in respect of data security, including the identification and reporting of security incidents.
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Government Office Supplies Contract Schedule L (Security Plan Template)
7. Customer Data Security and Data Protection 7.1 Please provide details of your organisation’s business continuity and disaster recovery plans in terms of the Customer’s data.
7.2 Please provide details of the overall security and access control of your systems (including use and control of back up systems) and how they meet Customer requirements as per the Customer’s security policy.
7.3 Please provide details of the technical and organisational measures you have in place, or are proposing to implement in order to protect Customer data from unauthorised or unlawful use or processing.
7.4 Please describe how you will protect Customer data against accidental loss, destruction, damage, alteration or disclosure.
7.5 Please describe how you will ensure that Customer data is not stored, copied, disclosed, generated or used except as necessary for the performance of your
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Government Office Supplies Contract Schedule L (Security Plan Template)
obligations when supplying goods and / or services to the Customer or as otherwise expressly authorised in writing by the Customer.
7.6 Please confirm your data protection commissioner registration number and details of how you ensure that your organisation and personnel comply with the Data Protection Act 1988 in accordance with clause X of the Contract.
7.7 Please confirm that Customer data will not be processed or stored outside the UK without the express permission of the Customer.
Name: Organisation and Position: Signature and Date:
8. Confidentiality 8.1 The Customer may require the Contractor to sign a confidentiality agreement when supplying Goods and / or Services.
9. Other Security Requirements 9.1 Premises - Please provide details of the security measures in place for restricting access to your premises including alarm systems and security staff etc.
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9.2 Portable media – Please provide details of the policies you have in place for the use of portable media and storage devices including the level of encryption and controlled access procedures exceptionally loaded with Customer data.
9.3 Malicious software – Please provide details of the anti-virus software you use and how regularly you update it.
10. Incident handling 10.1 Please set out your proposed incident handling procedures in the event of electronic and hard copy data loss including but not limited to, items of portable media and equipment such as PCs, Laptops, Blackberry’s, USB’s, discs or similar. Such loss to include theft, attempted theft, misuse or inappropriate accessing of data within your organisation and those of any subcontractors or partners you may use to deliver the contract. This must include any remedial action the you would propose to mitigate the data loss, outline a documented reporting process and identify and provide contact details for a nominated member of your staff with responsibility for investigating the incident.
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Government Office Supplies Contract Schedule L (Security Plan Template)
11. Disciplinary Procedures 11.1 Please describe your disciplinary procedures in the event of a security breach involving Customer data.
12. Exit Requirements 12.1 All Customer data held electronically (including back ups) or in hard copy form by the Contractor, must either be returned or destroyed at the end of the project or when access to that data is no longer required, whichever is earliest. When equipment that holds or has held data is disposed of or destroyed, all data must be rendered unreadable and irretrievable. Please set out how you will meet these requirements.
13. Signed Undertaking 13.1 This document is signed in acceptance that the signatory’s organisation, and any other organisations accessing Customer Data on behalf of the Contractor, will comply with all requirements herein unless specifically agreed in advance with the Customer.
Signed:
Print Name:
Position in Organisation:
Full Address of Organisation:
Date:
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