Supplementary Standard Conditions of Contract for Services

Supplementary Standard Conditions of Contract for Services

SUPPLEMENTARY STANDARD CONDITIONS OF CONTRACT FOR SERVICES

Clause No / Clause Range eg 53.2-53.7 / Clause Name
3 / 3.1 / Initial Contract Period
18 / 18.4 – 18.10 / Indemnity

Definitions relating to clauses above

“Contract Period” / Means the period from the Commencement Date to:
i. the end of the Initial Contract Period; or
ii. the end of any contract extension if the Client elects to extend the Initial Contract Period; or
iii. such earlier date of termination or partial termination of the Contract in accordance with the Law or the provisions of the Contract.
“DPA” / Means the Data Protection Act 1998.
“Fees Regulations” / Means the Freedom of Information and Data Protection (Appropriate Limit and Fees) Regulations 2004.
“FOIA” / Means the Freedom of Information Act 2000.
“Property” / Means the property, other than real property, issued or made available to the Contractor by the Client in connection with this Contract.
“Request for Information” / Will have the meaning set out in the FOIA or the Environmental Information Regulations 2004 as relevant (where the meaning set out for the term “request” will apply).

Table of Contents

3.0 Initial Contract Period

18.0 Indemnity

Additional clauses not in standard Conditions of Contract

62.0 Break

63.0 Licence to Occupy Premises

Schedule 4 Social Considerations Schedule

Schedule 5 Security Schedule

Schedule 6Information Assurance

1.0Additional Definitions and Interpretation to be used with these clauses

“Data Controller” / ‘Data Processor’ and ‘processing’ shall have the meanings given to them in the Act.
“EIR” / ‘EIR’ means the Environmental Information Regulations 2004.
“Fees Regulations” / Means the Freedom of Information and Data Protection (Appropriate Limit and Fees) Regulations 2004.
“FOIA” / Means the Freedom of Information Act 2000.
“ICO” / means the Information Commissioner’s Office.
“Insolvency Order” / Means the Insolvency (Northern Ireland) Order 1989 as amended by the Insolvency (Northern Ireland) Order 2005.
‘Personal data’ / shall include all data relating to an individual which is processed by the data processor on behalf of the data controller in accordance with this Contract.
“Relevant Convictions” / Means a conviction that is relevant to the nature of the Services or as listed by the Client and/or relevant to the work of the Client.
“Security Schedule” / Means the Schedule outlining the security requirements for Staff and for processing personal data.
“Staff Vetting Procedure” / Means the Client’s procedures detailed in the Security Schedule and as advised to the Contractor by the Client.

3.0Initial Contract Period

3.2Call off Contracts shall be awarded for the duration stipulated in the Specification of each Call-Off Contract.

18.0Indemnity

18.4Subject always to clause 18.1, the liability of either Party for Defaults shall be subject to the following financial limits:

i.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 this Contract shall in no event exceed five million pounds (£5,000,000);and

ii.the annual aggregate liability under this Contract of either Party for all Defaults (other than a Default governed by clause 18.4(i) shall in no event exceed the greater of onehundred and fifty percent (150%) of the Contract Price paid or payable by the Client to the Contractor in the year in which the liability arises.

18.5Subject always to clause 18.1, in no event shall either Party be liable to the other for any:

i.loss of profits, business, revenue or goodwill; and/or

ii.indirect or consequential loss or damage.

18.6The provisions of clause 18.5 will not limit the Client’s right to recover for;

i.additional operational, administrative costs and/or expenses resulting from the direct Default of the Contractor;

ii.wasted expenditure or charges rendered unnecessary and incurred by the Client arising from a Default by the Contractor;

iii.additional cost of procuring replacement services for the remainder of the term of the Contract;

iv.additional costs to maintain the Services arising from a Default by the Contractor; and

v.anticipated savings.

18.7The Contractor shall effect and maintain with a reputable 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 death or personal injury, loss of or damage to property or any other loss. Such insurance shall be maintained for the duration of the Contract Period and for a minimum of 6 (six) years following the expiration or earlier termination of the Contract. Such policies shall include cover in respect of any financial loss arising from any advice given or omitted to be given by the Contractor.

18.8The Contractor shall hold employer’s liability insurance in respect of Staff in accordance with any legal requirement from time to time in force.

18.9If, for whatever reason, the Contractor fails to give effect to and maintain the insurances required by the provisions of this Contract the Client may make alternative arrangements to protect its interests and may recover the costs of such arrangements from the Contractor.

18.10The 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 18.2.

18.11Professional Indemnity

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 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 Services has a limit of indemnity of not less than five million (£5 million) for each individual claim or such higher limit as the Client may reasonably require (and as required by law) from time to time. Such insurance shall be maintained for a minimum of 6 (six) years following the expiration or earlier termination of the Contract.

62.0Break

62.1The Client shall have the right to terminate the Contract in all or part at any time by giving 1 Months’ written notice to the Contractor.

62.2Subject to clause 62, where the Client terminates this Contract under clause 62 (Break), the Client 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 this Contract, provided that the Contractor takes all reasonable steps to mitigate such loss. Where the Contractor holds insurance, the Client 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 Client, with supporting evidence, of losses reasonably and actually incurred by the Contractor as a result of termination under clause 62 (Break).

62.3The Client shall not be liable under clause 62 to pay any sum which:

i.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;

ii.when added to any sums paid or due to the Contractor under this Contract, exceeds the total sum that would have been payable to the Contractor if this Contract had not been terminated prior to the expiry of the Contract Period; or

iii.is a claim by the Contractor for loss of profit, due to early termination of this Contract.

62.4Save as otherwise expressly provided in this Contract:

i.termination or expiry of this Contract shall be without prejudice to any rights, remedies or obligations accrued under this Contract prior to termination or expiration and nothing in this Contract shall prejudice the right of either Party to recover any amount outstanding at such termination or expiry; and

ii.termination of this Contract shall not affect the continuing rights, remedies or obligations of the Client or the Contractor under clauses 9.0 (Payment), 12.0 (Recovery of Sums Due), 18.0 (Liability, Indemnity and Insurance), 18.11 (Professional Indemnity), 19.0 (Intellectual Property Rights), 23.0 (Consequences of Termination/Expiry), 32.0 (Data Protection Act), 33.0 (Bribery Act 2010), 34.0 (Confidentiality), 35.0 (Official Secrets Acts 1911 to 1989, Section 182 of the Finance Act 1989), 36.0 (Freedom of Information), 40.0 (Audit), 46.0 (Remedies Cumulative), and 50.0 (Governing Law and Jurisdiction).

63.0Licence to Occupy Premises

63.1Any land or Premises made available from time to time to the Contractor by the Client in connection with this Contract shall be made available to the Contractor on a non-exclusive licence basis free of charge and shall be used by the Contractor solely for the purpose of performing its obligations under this Contract. The Contractor shall have the use of such land or Premises as licensee and shall vacate the same on completion, termination or abandonment of this Contract.

63.2The Contractor shall limit access to the land or Premises to such Staff as is necessary to enable it to perform its obligations under this 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 Client may reasonably request.

63.3Should the Contractor require modifications to the Premises, such modifications shall be subject to prior Approval and shall be carried out by the Client at the Contractor’s expense. The Client shall undertake approved modification work without undue delay. Ownership of such modifications shall rest with the Client.

63.4The 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 Client, 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.

63.5The Parties agree that there is no intention on the part of the Client to create a tenancy of any nature whatsoever in favour of the Contractor or its Staff and that no such tenancy has or shall come into being and, notwithstanding any rights granted pursuant to this Contract, the Client retains the right at any time to use any premises owned or occupied by it in any manner it sees fit.

SCHEDULE 4 SOCIAL CONSIDERATIONS

1. Background Information

1.1 The Northern Ireland Assembly and Civil Service and their associated agencies and Authorities are committed to the promotion of social inclusion and equal opportunities as key objectives in the Sustainable Development Strategy for Northern Ireland. They are also committed to maximising the progression into the workforce of people who are long term unemployed and those leaving education and training, both as a way of maximising value for money from its investment in these services and to provide a skilled and productive workforce that can deliver future Government investment and help attract inward investment. To help achieve these objectives it is a contract condition that the contractor undertakes reasonable endeavours to (i) work with the Buy Social Unit and other bodies named for this purpose by the client and (ii) deliver the aspirational recruitment and training outcomes as set out in 2 below.

2.1 New Entrant Trainee Opportunities

2.1.1 The Contractor shall undertake reasonable endeavours to deliver a target of :

• 17 person-weeks of paid employment on contracts awarded with a value between £500k and £1m;
• 34 person-weeks of paid employment on contracts awarded with a value between per £1m - £2m;
• 51 person-weeks of paid employment on contracts awarded with a value greater than £2m.

to be provided for “New Entrant Trainees” that have an apprenticeship, trainee or employment contract with the contractor or a sub-contractor, where the definition of a person-week is the equivalent of one person working for 37 hours, or through a mix of work and training.

To be a “New Entrant Trainee” candidates must be one of the following:

• a person who is leaving, or has within the last 12 months, left an educational establishment or a training provider (including paid student work placements); or
• a person aged under 25 that has been registered as a job-seeker for more than 26 weeks and is seeking employment that includes on-site training and assessment, or offsite training (or a mix of these); or
• a person aged 25 or over that requires training and support and has been registered as a job-seeker for more than 52 weeks and is seeking employment that includes on-site training and assessment, or offsite training (or a mix of these); or
• a person who is an existing “New Entrant Trainee” known to the Client that is seeking a new position to complete their “New Entrant” period, or another person accepted as a “New Entrant Trainee” by the Client.

“New Entrant Trainees” can be counted towards the target for either up to 104 weeks or up to 52 weeks, depending on their circumstances. The options for how long they can be counted for are set out below:

• an apprentice who is undertaking a paid apprenticeship, registered within the Apprenticeships NI programme or an equivalent scheme can be counted as a “New Entrant Trainee” for up to 104 weeks

• a professional trainee who is registered with an appropriate professional body can be counted as a ”New Entrant Trainee” for up to 104 weeks

• a student working towards a primary or post-graduate degree that is required by a university or college to undertake a placement in industry to gain relevant training and experience through paid employment can be counted for up to 52 weeks

• 'other trainees': a new entrant trainee that isn’t an apprentice, professional trainee or student can be counted as a “New Entrant Trainee” for up to 52 weeks. This category can include but is not limited to semi-skilled, operative, administration, and other support positions

2.1.2 Each New Entrant Trainee is to be recruited via or organisations registered with the NICS Brokerage Portal ( or other equivalent agencies named by or agreed with the Client for this purpose.

2.1.3 Any travel and subsistence costs associated with New Entrant Trainees attending interviews as per the requirements above including for example (without limitation), the costs of their flights, accommodation etc. shall be borne by the contractor.

2.1.4 Each New Entrant Trainee must be:

• provided with the opportunity to obtain training and accreditation relevant to the tasks they are expected to perform;

• asked if they would like to receive support with numeracy, literacy and information technology, and those that do must be signposted to sources of training and accreditation for these Essential Skills;
• supported in undertaking training e.g. through flexible working arrangements, where practicable.

2.1.5 The costs of training and accreditation/registration must be covered by the Contractor either directly or through public or industry sources that they identify.

2.2 Opportunities for skilled/experienced workers

2.2.1 The Contractor shall notify every employment vacancy relating to the contract, including those with subcontractors, to and one or more organisations registered with the NICS Brokerage Portal ( or other equivalent organisations named or otherwise agreed for this purpose by the Client.

2.3Business in Education

2.3.1 When requested by the Client, to work with education, training and job-search providers to support the development of people aged under 25 in areas related to the contract e.g. through vocational talks, support for the curriculum, workplace visits and unwaged work experience.

2.4 Monitoring Information

2.4.1 The Contractor shall provide within four weeks of the date of contract award, and each month thereafter, a completed Buy Social Delivery Report using the pro-forma provided. The first such report and each monthly report thereafter should include the revision of the target spend profile and target programme for the delivery of New Entrant Trainee person-weeks for all projects awarded under the contract, each to be agreed with the Client's Project Manager. The client retains the right to request interim reports.

2.4.2 This Report will include a listing of all of the “New Entrant Trainees” by name that have been engaged on the contract, their status (apprentice, student/professional trainee or other trainee), and the number of weeks they have delivered in the period reported on and the period since their employment/engagement.

2.4.3 Five (5) days prior to each contract review meeting the Contractor provides to the Client a report setting out information for the following Performance Indicators:

• the value of services invoiced to date and the % this represents of the total value of all projects awarded under the contract;
• the total number of New Entrant Trainee person-weeks that have been delivered to date, split between those based in Northern Ireland and those based elsewhere, and the percentage this represents of the total required in accordance with the latest Buy Social Delivery Report;
• the total number of person-weeks delivered by New Entrant Trainees to date that have been used on non-Framework contracts;
• information on any special factors that have influenced the delivery of the New Entrant Trainee person-weeks; the vacancies being filled from the named or agreed sources, and the Business in Education contributions, and actions being undertaken to address any problems identified.

2.4.4 The Contractor shall provide all information necessary, including obtaining it from subcontractors and agencies, and cooperate with the Client's Project Manager to review progress on delivering the requirements for New Entrant Trainees and Business in Education.

2.5Health and safety and welfare of New Entrant Trainees

2.5.1 It is the responsibility of the Contractor to ensure that persons recruited or otherwise visiting a worksite in relation to the Recruitment and Training requirements has or is supported to obtain the necessary health and safety accreditation or other appropriate measures, and appropriate personal protective equipment if necessary.