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FORM OF AGREEMENT

THIS AGREEMENT dated XXXX

is made betweenSchool Name & Address

and

[ ] (“the Contractor”)

Company Registration No: [ ]

having its main or registered office at:

together referred to as “the parties”

IT IS AGREED THAT:

The Contract comprises this Form of Agreement and the Quotation

1. 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 contracts, negotiations, representations or understandings whether written or oral.

2. This Contract shall commence on the XXX and shall continue for a period of Twelve (12) months thereafter until XXX unless terminated in accordance with the provisions of this Contract or extended at the sole discretion of the School for up to a further one month by giving at least 6 weeks prior notice in writing.

SIGNED ON BEHALF OF [please insert name of Contractor]acting by:

…………………………………….Director/Partner

…………………………………….Director / Partner/Company Secretary*[*Please delete as appropriate]

in the presence of -:

Witness Signature: …………………………………………….

Witness Name: …………………………………………….

T2 – Contract of 22

Witness Address: …………………………………………….

Witness Occupation: ……………………………………………

SIGNED:

On behalf of the School

Signed ………………………….…………….

Title ………………………….…………….

On behalf of the School

Signed ………………………….…………….

Title ………………………….…………….


SECTION 2CONDITIONS OF CONTRACT

A. GENERAL PROVISIONS

1. DEFINITIONS

“Approval” means the written consent of the School’s Contract Manager or any person authorised by the School’s Contract Manager. (“Approved” or “Approve” shall be construed accordingly).

“Bidder” means the individual/organisation submitting a Quotation for this Contract

“Calendar Days” means a day reckoned from midnight to midnight and shall include weekends and bank holidays in England and Wales;

“Conditions of Contract” means this Contract’s terms and conditions and/or any modification duly agreed in accordance with this Contract.

“Confidential Information” means all information of either Party or any sub-contractor relating to its business, affairs, ideas, prices, methods, plans, products, services, trade secrets, know-how, personnel, or customers whether disclosed under this Contract or prior to this Contract taking effect, during the quotation process or negotiations for this Contract.

“Contract” means this Contract and all Schedules attached hereto.

“Contractor” means the organisation as a Party to this Contract and its Staff

“Contractor’s Authorised Representative”means such person nominated in writing by the Contractor and approved by the School’s Contract Manager pursuant to Clause 15.2

“Contract Price” means the contract price exclusive of any applicable tax, payable to the Contractor by the School under this Contract for the full and proper performance of Services provided by the Contractor in accordance with this Contract, as set out in Bid Form 5 within Section 4.

“School’s Contract Manager”means the person appointed as such by the School pursuant to Clause 15.1.

“Disclosure & Barring Service (“DBS”)Means the Non-Departmental Public Body established under the Protection of Freedoms Act 2012, sponsored by the Home Office and accountable to parliament with certain statutory responsibilities to help prevent unsuitable people from working with vulnerable groups, and merges the functions previously carried out the Criminal Records Bureau (CRB and Independent Safeguarding Authority (ISA).

“Intellectual Property Rights” (“IPR”)means patents, inventions, trade marks, service marks logos, design rights whether registerable or otherwise) applications for any of the foregoing, copyrights, database rights, domain names, trade or business names, moral rights and other similar rights or obligations whether registerable or not in any country (including but not limited to the United Kingdom) and to sue for passing off.

“Law”means but is not limited to any applicable Act of Parliament, statutory legislation, 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, bylaw, regulatory policy, guidance or industry code, judgment of a relevant Court of law, or directives or requirements of any Regulatory Body of which the Contractor is bound to comply. Any reference to “Legislation” shall be construed accordingly.

"Material Breach" means an act or omission (including an anticipatory act or omission) which is serious in the widest sense of having a serious effect on the benefit the School would otherwise derive from the Contract. A Material Breach shall include but is not limited to:


(a) appearing to commit an offence under the Bribery Act 2010 or giving any fee of reward contrary to Section 117(2) of the Local Government Act 1972;

(b) fixing or adjusting the Quotation Response in collusion with any other person or entering into agreement with any other person not to submit a quotation response;

(c) the Contractor ceasing to carry on the whole or a substantial part of the business or disposing of all or a substantial part of the assets which in the School's opinion adversely and materially impacts on the Contract

(d) the Contractor being a company or limited liability partnership:(i) entering into any arrangement governed by the Insolvency Act 1986;(ii) for a company, undergoing a change of control within the meaning of section 450 of the Corporation Tax Act 2010

which in the School's opinion adversely and materially impacts on the Contract;

(e) the Contractor being an individual, entering into an arrangement governed by the Insolvency Act 1986;

(f) the Contractor being a partnership:(i) any of the partners entering into an arrangement governed by the Insolvency Act 1986;(ii) a substantial number of the partners leaving the partnership.

“Named Employee”means the Contractor and/or the Contractor’s Staff (including all volunteers) directly involved in the provision of the Service(s)

“Party” means a Party to this Contract and “Parties” shall be construed accordingly.

“Pre-Existing Rights””shall mean any Intellectual Property Rights vested in or licensed to the School or the Contractor prior to or independently of the performance by the School or the Contractor of their obligations under the Contract and in respect of the School includes, guidance, specifications, instructions, toolkits, plans, data, drawings, databases, patents, patterns, models and designs;

“Quotation Response Document”means the document submitted by Bidders as their proposal.

“Services” means the Services to be provided pursuant to this Contract as specified in Clause 8 and Service shall be construed accordingly.

“Service User” means a person to whom the Contractor shall provide the Services

“Staff” means all persons employed by the Contractor to perform this Contract together with the Contractor’s servants, suppliers, agents and sub-contractors used in the performance of this Contract.

“Variation Letter”means the variation letter that will be used to confirm any additional work, commissioned by the School pursuant to Clause 3

“Working Day” means a day (other than a Saturday or a Sunday) on which banks are opened for domestic business in the City of London.

2. INTERPRETATION OF THIS CONTRACT

2.1 Except as otherwise expressly provided, the documents comprising this Contract are to be taken as mutually explanatory of one another.

2.2 Should either Party become aware of any ambiguities or discrepancies in or between any of the documents comprising this Contract, it shall immediately inform the other giving full details. Any such notified ambiguities or discrepancies shall be resolved by the School’s Contract Manager and the Contractor’s Authorised Representative.

2.3 The Contractor shall be responsible for the accuracy of all drawings, documentation and information supplied to the School by the Contractor and the Contractor shall pay the School any extra costs occasioned by any discrepancies, errors or omissions therein.


2.4 Any references to any Act of Parliament shall be deemed to include any amendment, replacement or re-enactment thereof for the time being in force, and to include any bylaws, licenses, statutory instruments, rules, regulations, orders, notices, directions, European Union legislation made thereunder, and any condition attaching thereto.

2.5 The headings in this Contract are for ease of reference only and shall not be taken into account in the construction or interpretation of any provision to which they refer.

2.6 The expression ‘person’ used in this Contract shall include (without limitation) any individual partnership, local authority or incorporated or unincorporated body.

2.7 In this Contract, the masculine includes the feminine and the neuter and vice versa; the singular includes the plural and vice versa.

2.8 References to clauses or Schedules shall be to clauses and Schedules of this Contract.

2.9 If there is any inconsistency between these Conditions of Contract or the Schedules of this Contract, the Conditions of Contract shall prevail.

2.10 Any undertaking hereunder not to do any act or thing shall be deemed to include an undertaking not to permit or allow the doing of that act or thing where that permission or allowance is within the control of the Contractor.

3. DURATION OF CONTRACT3.1 This Contract shall commence on the XXX and shall continue thereafter until the XXX unless terminated in

accordance with the provisions of this Contract or extended by mutual agreement of both Parties by giving prior Notice in writing.

3.2 If the School exercises its discretion to extend the duration of the Contract pursuant to Clause 3.1 then the terms and conditions of this Contract between the School and the Contractor shall be the terms and conditions of the extended Contract, save for this Clause 3 and Clause 10 (Fees and Payment) which may be revised and agreed by both Parties.

3.3 If this Contract is awarded for a period longer than the requirement of the original Project Brief/Specification, the process for agreeing any extra work up to the total maximum value of 10% of the Contract Price, will be by the issue of a Variation Letter. This Clause does not constitute any promise or guarantee of any further work.

3.4 Where additional work is commissioned, a revised project brief/specification will be agreed and issued in a Variation Letter on a case by case basis, to supplement Section 3: Project Brief/Specification, and will be signed by both Parties. The terms of this Contract will continue to apply to any such additional work

4. CONTRACTOR’S STATUS

4.1 For the avoidance of doubt, the Contract is not a contract of employment in respect of any of the Staff that the Contractor engages to execute the Service.

4.2 The Contractor is an independent contractor and not servants, agents or employees of the School. For the avoidance of doubt the Contractor will not hold itself out as agents of the School and have no authority to bind the School or make decisions on its behalf

4.3 The Contractor shall bear exclusive responsibility for notifying HM Revenue and Customs of any payments received from the School in connection with the Service being provided.

4.4 The Contractor shall bear exclusive responsibility for the stamping of its national insurance card as a self-employed person and for the discharge of any income tax and VAT liability arising out of remuneration for Services performed under this Contract.

4.5 At the commencement of this Contract each named individual involved in carrying out this Contract will be required to confirm the Status of the Contractor (Bid Form 2) and provide this to the School’s Contract Manager.

5. NOTICES

5.1 Except as otherwise expressly provided within this Contract, no notice from one Party to the other shall have any

validity under this Contract unless made in writing by or on behalf of the Party concerned.

5.2 Any notice which is to be given by either Party to the other shall be given by letter (sent by hand, registered post or by the recorded delivery service) such letters shall be addressed to the other Party in the manner referred to in Clause 5.3. Provided the notice is not returned as undelivered, the notice shall be deemed to have been given


two (2) Working Days after the day on which the letter was hand delivered or posted or sooner where the Party acknowledges receipt of such letters.

5.3 For the purposes of Clause 5 the address of each Party shall be as follows-:

5.3.1 The School: [ ][post title][address for service]

5.3.2 The Contractor: [post title][address for service] NB This will be completed when finalising the Contract document after award

the address of each Party shall be the School: the School’s Contract Manager as detailed in Clause 15.1 and the Contractor: The Contractor’s Authorised Representative as detailed in Bid Form 2.

6. USE OF ANY CREST OR LOGO

The Contractor shall not use the School’s crest either on its own or in combination with the Contractor’s crest or logo nor cause or permit it to be used, unless with the express written permission of the School.

7. SEVERANCE

7.1 If any term condition or provision contained in this Contract shall be held to be invalid unlawful or unenforceable to any extent such term condition or provision shall not affect the validity legality or enforceability of the remaining parts of this Contract.

7.2 Pursuant to Clause 7.1, the Parties shall negotiate in good faith in order to agree the terms of a mutually satisfactory provision, to be substituted, which as nearly as possible validly gives effect to their intentions as expressed in this Contract.

7.3 Failure to agree on such provision as aforesaid within three (3) months of commencement of negotiations may result in automatic termination of this Contract.

7.4 The obligations of the Parties under any invalid, illegal or unenforceable provision of this Contract shall be suspended during such negotiations.

B. SERVICES TO BE PROVIDED

8 OBLIGATIONS OF THE CONTRACTOR

8.1 The Contractor will carry out the Services and other associated tasks including the provision of reports in accordance with this Contract:

8.2 The Contractor will carry out the Services in accordance with the timescales outlined in Section 3: The Project Brief/Specification.

8.3 The Contractor may not replace any Named Employee(s) referred to in the Contractor’s Proposal (Section 4) with other Staff without the prior written consent of the School. Such consent will not be unreasonably withheld, subject to the Contractor’s satisfying the School that the experience and qualifications of the replacement Staff are similar to those being replaced

9. CONTRACTOR’S PERSONNEL

9.1 The Contractor shall employ sufficient persons to ensure that the Service is provided within the agreed timescales and in all respects in accordance with this Contract.

9.2 The Contractor’s Staff employed in and about the provision of the Service shall be properly and sufficiently qualified, competent, skilled, honest and experienced and shall at all times exercise care in the execution of their duties and the Contractor shall ensure that such persons are properly and sufficiently instructed and supervised with regard to the provision of the Service and in particular:

(i) the task or tasks such person has to perform;(ii) all relevant provisions of the Contract;(iii) all relevant policies, rules, procedures and standards of the School;(iv) all relevant rules, procedures and statutory requirements concerning health and safety, including any Health

and Safety policy of the School.

9.3 The Contractor’s Staff shall comply with the relevant provisions of the Contract; and


9.4 The Contractor’s Staff shall comply with all relevant policies, codes, rules, procedures and standards of the Contractor, all relevant rules, codes, policies, procedures and standards of the School as well as those notified to the Contractor by the Contract Manager from time to time and with all relevant Law.

9.5 The Contractor shall be liable for any acts, omissions or defaults of its Staff and invitees howsoever arising in connection with the Services.

9.6 If and when directed by the School, the Contractor shall provide a list of the names and addresses of all persons who it is expected may require admission in connection with this Contract to any of the School’s Premises, specifying the capacities in which they are concerned with this Contract and giving such other particulars as the School may reasonably desire.

9.7 The School reserves the right under this Contract to refuse to admit to, or to withdraw permission to remain on the School’s Premises any Staff member whose admission or continued presence would be, in the reasonable opinion of the School, undesirable.

9.8 The School shall allow representation to be made by the Contractor before any Staff member is to be refused

access to any of the School’s Premises.

9.9 The Contractor shall be responsible for the safekeeping of any keys, passes and other means of access provided to the Contractor by the School for entry to any School Premises and shall only permit such keys, passes and other means of access to be used in accordance with the Contract Manager’s instructions and then only to the extent required for the purposes of providing the Services.

9.10 The Contractor shall ensure that the Contract Manager is informed as soon as reasonably practicable of the loss of any keys, passes and other means of access to or around the School’s Premises and shall reimburse to the School any cost of replacement and/or any reasonable security measures implemented as a direct or indirect result of such loss.

C. FINANCIAL ARRANGEMENTS

10. FEES AND PAYMENT

10.1 The School shall pay the Contractor the Services set out in Section 3: The Project Brief/Specification. The Price of the Service shall be stated in the Section 4: Quotation Response and unless otherwise stated is fixed and is exclusive of VAT.

10.2 At the end of the Service , or at the frequency set out in Section 3 The Project Brief/Specification, the Contractor must submit an invoice to the School in the amount of the sum due for the Service by reference to the amounts set out in the Contractors Proposal (Bid Form 5). In the event of any dispute regarding an invoice which has been notified to the Contractor, the Contractor shall issue a new invoice for the disputed amount and a new invoice for the undisputed amount.

10.3 The fee shall be fully inclusive of all materials required by the Contractor in connection with the execution of the Service.

10.4 Subject to satisfactory completion and sign-off of the Service, the School shall pay the Contractor by BACS (Bankers Automated Clearing System) all fees and charges within thirty (30) Calendar Days of the receipt of an undisputed invoice containing details of all amounts claimed. Once a disputed invoice has been agreed between the Parties, payment shall be made by the School within thirty (30) Calendar Days of issue of a revised invoice. The School shall not make any payments by cheque.

10.5 Payment is deemed to have been made when the School transmits payment for processing to its BACS Bureau and the Contractor accepts that if a non-Working Day falls near the transmission of payment that this may extend the period before the payment will arrive in the Contractor’s account.

10.6 The School may reduce payment in respect of any Services which the Contractor has either failed to provide or has provided inadequately, without prejudice to any other rights or remedies of the School.

10.7 Late payment of charges by the School shall attract interest at the rate of eight percent (8%) per annum over the Bank of England Official Bank Rate from the due date to the date of actual payment, and will be applicable only to an undisputed invoice. The Contractor must raise a separate invoice in order to initiate this payment.

10.8 The Contractor shall not suspend the provision of Services for failure to pay undisputed charges and no debt incurred in the delivery of this Contract may be assigned without the prior written permission of the School.

10.9 If a substitute contractor provides the service with the agreement of the School (Clause 8.3) then payment for the service will be made to the Contractor. It will then be the responsibility of the Contractor to re-imburse any substitute.


10.10 For the avoidance of any doubt, the School will not entertain any claims for additional amounts in respect of any other overheads or expenses, however incurred.

D. CONTROL OF THIS ARRANGEMENT

11. ASSIGNMENT AND SUB-CONTRACTING

11.1 The School shall have the right to assign or transfer this Contract and all rights under it.

11.2 The Contractor shall not assign or sub-contract any of their rights or duties under this Contract without the School’s written consent. If the Contractor should sub-contract the provision of the Services or any part thereof to any person, that shall not relieve the Contractor from any liability or obligation under this Contract and the Contractor shall be responsible for the acts, defaults or neglect of any sub-contractor or agents in all respects as if they were the acts, defaults or neglect of the Contractor.

12. VARIATIONS TO THE CONTRACT

Variations to the Services to be provided under this Contract shall be agreed in writing between both Parties. The additional payment and extension of time, if any, shall be agreed between both Parties before any work associated with any such variation may be carried out and the Contractor and the School shall sign and date a written variation order specifying the additional work, payment and extension of the time for performance, if any.

13. WAIVER

The failure of either Party to insist upon strict performance of any provision of this Contract or the failure of either Party to exercise 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 this Contract.

14. PERFORMANCE MONITORING AND CONTRACT REVIEW

Regular contract review meetings will be held between the Contractor and the School to monitor the Contractor’s performance both on this Contract as a whole and against any project plan or other performance targets outlined in Clause 8 (Obligations of the Contractor). The Contractor shall afford all necessary resources and facilities to allow the School to carry out its contract reviews and provide all reasonable information required.

15. MANAGEMENT OF THE CONTRACT

15.1 The School shall appoint a School’s Contract Manager to act on behalf of the School and will be the first point of contact for any queries the Contractor may have.

15.2 The Contractor shall appoint a Contractor’s Authorised Representative to act as the first point of contact for any queries the School may have and shall agree to attend meetings with the School’s Contract Manager, if required, at intervals to be agreed between the Parties. For the purpose of this Contract, the Contractor’s representative is as detailed in Bid Form 2.

16. FAILURE TO PROVIDE THE SERVICES

Notwithstanding the School and the Contractor’s rights to terminate the Contract set out in Clause 20 (Termination), if the Contractor omits or fails to provide any part of the Services in accordance with this Contract, the School shall have the right to give the Contractor notice to remedy such omission or failure within 20 days. If the Contractor does not do so, the School may withhold any payments due to the Contractor for as long as the omission or failure continues, or the School may deduct the cost of remedying the omission or failure from any payments owing to the Contractor. If the failure to provide the Services continues and is not remedied within a reasonable period, then the School reserves the right to deduct permanently the appropriate sum from the Contractor’s payment.

17. CHANGE OF ADDRESS

Any change of address or contact details by either Party will be notified to the other Party as soon as possible but in any event within two (2) Working Days of such a change.

E. LIABILITY AND INSURANCE

18. INSURANCE


18.1 The Contractor shall maintain at their own cost an appropriate policy of insurance to cover their liability in respect of any act or default for which the Contractor may become liable to indemnify the School under the terms of this Contract:

£5,000,000 Public Liability Insurance (minimum cover for any one incident) £10,000,000 Employers Liability Insurance (minimum cover for any one incident) £5,000,000 Professional Indemnity Insurance (minimum cover for any one incident)

18.2 The Contractor will indemnify the School and keep them indemnified against any and all loss, damage or liability

suffered and legal fees and costs incurred by the School resulting from their breach of this Contract.

18.3 The Contractor shall, when requested to do so by the School’s Contract Manager, provide copies of the aforementioned insurance policies

19. INDEMNITY

The Contractor will indemnify the School and keep them indemnified against any and all loss, damage or liability suffered and legal fees and costs incurred by the School resulting from their breach of this Contract.

F. TERMINATION

20. TERMINATION

20.1 Termination for Irremediable Breach

The School may by notice in writing forthwith (or at such later date as it may specify) terminate this Contract in whole or in part if any one of the events set out in this Clause 20.1 occurs.

20.1.1 if the Contractor has offered or given or agreed to give to any person any gift or consideration of any kind as an inducement or reward for doing or forbearing to do or for having done or forborne to do any action in relation to the obtaining or execution of this Contract or any other contract with the School or for showing or forbearing to show favour or disfavour to any person in relation to this Contract or any other contract with the School or if the like acts shall have been done by any person employed by it or acting on its behalf (whether with or without the knowledge of the Contractor) or if in relation to the Contract with the School the Contractor or any person employed by it or acting on its behalf appears to have committed any offence under the Bribery Act 2010 or to have given any fee or reward contrary to Section 117(2) of the Local Government Act 1972.

20.1.2 if at any time it is discovered by the School that the Contractor:-

20.1.2.1 has fixed or adjusted the amount of its quotation for this Contract by or in accordance with any Contract or arrangement with any other person; or

20.1.2.2 communicated to any person other than the School the amount or approximate amount of its proposed quotation (except where such disclosure is made in confidence in order to obtain quotations necessary for the preparation of the quotation) or;

20.1.2.3 entered into any contract or arrangement with any other person that it would refrain from quoting or as to the amount of any quotation to be submitted; or

20.1.2.4 offered or agreed to pay or gave or did pay or give any sum of money inducement or valuable consideration directly or indirectly to any person in respect of an act or omission in relation to any other bidder or proposed bidder for the Services.

20.1.2.5 has been convicted of a serious crime or committed an act of fraud.

20.1.3 if the Contractor being an individual or in the case of the Contractor being a partnership any partner becomes bankrupt or makes a composition or arrangement with creditors or has a proposal made for the voluntary arrangements for a composition of debts or scheme or arrangement approved in accordance with the Insolvency Act 1986.

20.1.4 if the Contractor being a company:-

20.1.4.1 ceases to carry on the whole or a substantial part of its business or disposes of the whole or a substantial part of its assets which in the reasonable opinion of the School would adversely affect the delivery of the Services;


20.1.4.2 the majority of shares carrying a right to vote in the Contractor or its Holding Company are acquired by a person who is not at the date hereof a majority shareholder;

20.1.4.3 has an application made under the Insolvency Act 1986 in its respect to the Court for the appointment of an administrative receiver;

20.1.4.4 has a winding-up order made or (except for the purposes of amalgamation or reconstruction) a resolution for voluntary winding-up passed;

20.1.4.5 has a liquidator receiver or manager of its business or undertaking duly appointed;

20.1.4.6 has an administrative receiver as defined in the Insolvency Act 1986 or the Companies Act 2006 appointed;

20.1.4.7 has a proposal made for a voluntary arrangement for a composition in satisfaction of debts or a scheme of arrangement of the Contractor’s affairs approved in accordance with the Insolvency Act 1986;

20.1.4.8 has possession taken by or on behalf of the holders of any debentures secured by a floating charge of any property comprised in or subject to the floating charge

20.1.4.9 is in circumstances which entitle the court or a creditor to appoint or have appointed a receiver a manager or administrative receiver or which entitles the court to make a winding-up order

20.1.4.10 has an administration order made in respect of it.

20.1.5 If the Contractor is a partnership and:-

20.1.5.1 the senior equity partners at the date hereof or a substantial number thereof leave the partnership; and/or

20.1.5.2 it ceases to carry on the whole or a substantial part of its business or disposes of the whole or a substantial part of its assets which in the reasonable opinion of the School would adversely affect the delivery of the Services.

20.1.6 The School may terminate this Contract by Notice in writing with immediate effect where the Contractor undergoes a change of control, within the meaning of section 450 of the Corporation Tax 2010, which in the opinion of the School impacts adversely and materially on the performance of this Contract.

20.2 Termination on Remediable Breach

Where in the School’s opinion the Contractor has committed a remediable breach, Clause 16 (Failure to Provide the Services) of this Contract shall be invoked.

20.3 General Termination

20.3.1 The School may by further notice in writing forthwith (or such later date as it may specify) terminate this Contract in whole or in part in accordance with the clauses below:

20.3.2 where the Contractor is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

20.3.3 if at any time the Contractor commits a substantial breach of any of the terms of this Contract and the School’s Contract Manager reasonably regards such a breach as incapable of being remedied.

20.3.4 Either Party may terminate this Contract on giving not less than three (3) months written Notice to the other where the other is substantially or persistently in breach of its obligations under this Contract and has failed to remedy such breach within a reasonable time of being given written Notice requiring such remedy, and either Party may recover the costs of such termination from the other.

20.3.5 Either Party may terminate this Contract by mutual consent and all sums due and properly incurred will be paid by the School.

20.3.6 The Contract may be terminated by either Party upon giving not less than three (3) months prior Notice in writing to the other Party if it is the view of both Parties that continuing the contractual relationship is not in the interests of either Party PROVIDED THAT prior to such termination:

(i) one or other of the Parties shall have given the other written notice of that Party’s concern; and


(ii) the Parties shall have met to discuss and agree the course of action.

21. FORCE MAJEURE

Both Parties shall be relieved from their respective obligations in the event of a national emergency, war, prohibitive governmental regulation, or any other cause beyond their reasonable control which makes the performance of this Contract impossible.

G. DISPUTES AND LAW

22. DISPUTE RESOLUTION

22.1 Both Parties shall use all reasonable efforts to resolve within the Contract any dispute between them with respect to any matter relating to the Contract.

22.2 If either Party considers that the other has failed to comply with the terms of the Contract then, unless it is considered sufficient to lead to a termination of the Contract, the Parties shall endeavour to agree a plan and time-scale of corrective action. If the dispute or disagreement cannot be resolved the remedies available under the Contract to either Party may be invoked.

23. LAW AND JURISDICTION

Subject to Clause 22 (Dispute Resolution), the parties irrevocably agree that the Courts of England and Wales shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Contract and the legal relationship established by this Contract.

H. STATUTORY OBLIGATIONS AND REGULATIONS

24. OBSERVANCE OF STATUTORY REQUIREMENTS

24.1 The Contractor shall at all times deliver the Services in accordance with the Law and other provisions to be observed and performed in connection with the Services. Upon becoming aware of the same, the Contractor shall notify the School of any breach of any statutory or other provision relating in any way to the provision of or connected with the Services.

24.2 The School reserves the right to suspend the provision of the Services in whole or in part without paying compensation if and whenever the Contractor is, in the reasonable opinion of the School, in contravention of the Law including those referred to in this clause or at any time enacted or notified to the Contractor during the course of this Contract. The School will consider any representation made by the Contractor in relation to this clause.

24.3 If the right reserved in Clause 24.2 is exercised then the School may employ and pay a replacement contractor to provide the Services required and, where appropriate, may recover from the Contractor any additional costs in so doing.

24.4 The Contractor and its Staff, when present on the School's premises for the purposes of providing the Services shall comply with any safety regulations, rules, regulations and requirements (including those relating to security arrangements) as may be in force from time to time and any other instructions of the School and shall in all respects comply with all relevant health and safety legislation.

24.5 Without prejudice to the particularity of the foregoing or the particularity of the other Conditions of Contract both Parties shall comply with all requirements of the Law to be observed and performed in connection with the Services and a defaulting Party shall indemnity the non-defaulting Party against all actions, claims, demand, proceedings, damages, costs, charges and expenses whatsoever in respect of any breach of this Clause 24.

25. HEALTH AND SAFETY

25.1 In relation to the Contractor’s Staff, the Contractor shall at all times comply with the requirement of the Health and Safety at Work Act 1974 and any other act, order pertaining to the health and safety of employees and others who may be affected by the Contractor’s acts or omissions in providing the Services under this Contract and shall require that any sub-contractors likewise comply.

25.2 The Contractor must comply with the School’s Health and Safety Policy and the Health and Safety Policy of any establishment that the Contractor visits.

25.3 The Contractor must comply with the security and safety arrangements at any premises that the Contractor visits.

26. FREEDOM OF INFORMATION


26.1 The Contractor acknowledges that the School is subject to the requirements under the Freedom of Information Act 2000 (the “Act”) (as amended) and the Environment Information Regulations 2004 (the “Regulations”) (as amended) and shall cooperate with the School (at the Contractor’s expense) to enable the School to comply with these information disclosure requirements.

26.2 The Contractor shall give reasonable assistance to the School to comply with the Act and the Regulations, The Contractor shall not do any act either knowingly or recklessly that would cause the School to be in breach of the Act and Regulations.

26.3 In particular, the Contractor shall supply all such information to the School (together with reasonable assistance to locate the same) which are needed by the School to comply with its obligations under the Act and Regulations within a timescale of five (5) working days, and in any event, not to exceed the timescale that the School must comply with as defined in the Act and/or Regulations.

26.4 Notwithstanding the provisions of Clause 32 (Confidentiality) the School shall have the discretion to disclose any information which is the subject of this Contract to any person who makes a request under the Act and/or Regulations and which, in the opinion of the School, it has to disclose to discharge its responsibilities under the Act and/or Regulations.

26.5 When exercising its right under Clause 26.4 above, the School shall consult the Contractor (and may take account of any reasonable suggestions made by it).

26.6 The Contractor should be aware of information routinely made available via our publication scheme, and must make available information which is necessary to update and maintain the publication scheme. The Contractor shall advise the School of any information that it wishes to publish that relate to the services so that the School may maintain its publication scheme under the Act and Regulations.

26.7 The Contractor shall advise the School of any requests for information received by the Contractor where the

information requested is subject to the Services provided under this Contract and shall follow the School’s access procedures in fulfilling the request.

26.8 The Contractor shall be required to follow all School processes and procedures that provide for compliance with the Act and Regulations where information held is subject to the services

26.9 Right to Publish

26.9.1 Notwithstanding any other term of this Contract, the Contractor hereby gives its consent for the School to publish this Contract and its Schedules in its entirety, including from time to time agreed changes to the Contract, to the general public in whatever form the School deems fit

26.9.2 The School may consult with the Contractor to inform its decision regarding any redactions but the School shall have the final decision in its absolute discretion.

26.9.3 The Contractor shall assist and cooperate with the School to enable the School to publish this Contract.

27. THE CONTRACT (RIGHTS OF THIRD PARTIES) ACT 1999

No person who is not a Party to this Contract shall have any right to enforce any term of this Contract, which expressly or by implication, confers a benefit on him without the prior consent in writing of both Parties. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to The Contract (Rights of Third Parties) Act 1999.

28. RE-USE OF PUBLIC SECTOR INFORMATION

28.1 The Contractor acknowledges that the School has legal responsibilities to allow re-use of public sector information in accordance with the Re-Use of Public Sector Information Regulations 2005.

28.2 The School shall not authorise re-use of information which is exempt from disclosure under the Freedom of Information Act 2005.

28.3 The School shall not authorise re-use of information where the Contractor owns the intellectual property rights in that information.

28.4 Where information is jointly owned by the School and the Contractor and it is impossible to identify the intellectual property right elements owned by each the School shall obtain the consent of the Contractor before authorising re-use.

29. SAFEGUARDING IN EMPLOYMENT


Pre-Employment Checks

29.1 The Contractor shall carry out appropriate pre-employment checks, prior to the appointment of an individual in connection with the Services, (including but not limited to references, medical clearance, proof of right to work in the UK, professional registration/qualifications and an appropriate Criminal Records Check, where relevant). Prior to making any offer of employment, the Contractor shall carry out a risk assessment in a form equal to or which exceeds the risk assessment form found using the link

http://www.hertsdirect.org/services/healthsoc/safe/criminalrecordchecks//

in relation to any non-UK citizen and any UK citizen who requires a Criminal Records Check and who has lived abroad for six (6) months or more in the five (5) year period prior to being considered for appointment in connection with the Services.

29.2 The Contractor shall obtain consent, prior to the commencement of any work of each Staff member employed to work in connection with this Contract, to carry out all necessary checks under Clause 29.1 and shall obtain consent of the Staff member to provide evidence upon the request of the School that such checks have been carried out.

29.3 Any Staff member whose conduct places any of the School’s personnel, any member of the public and/or any third party [or any Service User] at risk or which might bring the School into disrepute when working in connection with the provision of the Services shall be the subject of immediate investigation by the Contractor and dealt with to the satisfaction of the School which might direct that the Staff member be removed from working in connection with the Services,.

29.4 The Contractor through monitoring of its compliance with this Clause 29 shall ensure that the School is kept advised at all times of any Staff member who, subsequent to his/her commencement of and during employment as a Staff member, commits any criminal act whatsoever or whose previous convictions become known to the Contractor or commits any act which puts or could put a Service User at risk or could bring the School into disrepute.

29.5 The School reserves the right to visit the Contractor’s Premises to audit and check disclosure information as specified in Clause 29 to ensure and confirm evidence provided by the Contractor of compliance with this Clause 29.

29.6 The Contractor shall maintain and keep up to date appropriate policies on child protection and the protection of adults at risk. These policies shall comply with any legislative and registration/regulatory requirements, Department of Health guidelines and also with policies, procedures and guidelines issued by the School. The Contractor shall ensure that these policies, procedures and guidelines are communicated to Staff and that appropriate training is provided to Staff in relation to them.

29.7 The Contractor must have in place comprehensive procedures for reporting of and managing allegations against Staff which demonstrates the promotion of the safety and welfare of children and/or adults at risk and are compliant with statutory requirements. The Contractor must be able to evidence safe and robust recruitment procedures and practice for all Staff working with children and/or adults at risk. The Contractor shall ensure that Staff know about and comply with the requirements to make accurate, factual and contemporaneous records to ensure compliance with this Clause 29. The Contractor shall comply with the School’s Adult and Child Safeguarding procedures in relation to this Clause 29 details of which are available on the Herts Direct Website using the following link and may be amended from time to time and notified to the Contractor:

http://www.hertsdirect.org/services/healthsoc/supportforadults/worriedabout/vulnadult/ http://www.hertsdirect.org/services/healthsoc/childfam/childprotection/

29.8 The Contractor should fulfil its legal obligations in relation to carrying out Criminal Records Checks and checking Staff through the DBS or Disclosure Scotland (as appropriate) and the relevant national or local safeguarding authority, where necessary and appropriate and complete a risk assessment form in respect of each Staff member when making decisions in relation to convictions revealed by the Criminal Records Check, using a form equivalent to or exceeds the risk assessment form referred to in Schedule 2 . The Contractor is required to pay the full cost of any such registration and related costs. The Contractor acknowledges that the School has legal responsibilities under the SVG and that the Contractor must check the Protection of Children list and the Protection of Vulnerable Adults list and comply with all other relevant Law in relation to safeguarding children and/or vulnerable adults and shall provide such evidence of compliance with this Clause 29 as the School shall reasonably require. The Contractor shall carry out repeat the checks specified in this Clause 29.8 on every three (3) year anniversary from the Commencement Date. If it is a requirement of the Contract for Staff to be registered with the DBS Update Service then the Contractor is responsible for ensuring that Staff maintain their annual subscription of the DBS Update Service. or carry out regular checks using the DBS Update Service (where applicable).


http://www.hertsdirect.org/services/healthsoc/childfam/childprotection/

http://www.hertsdirect.org/services/healthsoc/supportforadults/worriedabout/vulnadult/

29.9 The Contractor shall nominate and name a designated senior officer or manager and make arrangements during the provision of the Services under this Contract to ensure that it complies with the provisions of the SVG.

29.10 The designated senior officer or manager referred to in Clause 29.9 above shall comply with the provisions of “Working together” for safeguarding children, young people and adults in dealing with allegations of abuse made against the Contractor’s employees who work with children, young people and adults. The Contractor shall have in place a safeguarding policy, which is equal to or exceeds the Safeguarding Policy included in Schedule 2 (except where a conflict arises between the Safeguarding Policy at Schedule 2 with the Conditions and/or the Specification, in which case the Conditions of Contract shall apply.

29.11 The Contractor shall be entirely responsible for the employment and conditions of service of its Staff and all obligations relating thereto. In addition to the pre-employment checks to be carried out under this Clause 29, the Contractor shall ensure that suitable references reflecting the Staff member’s suitability to work with children and/or vulnerable adults are taken up as part of the recruitment process. All Staff members proposed for the Service shall be subject to an appropriate Criminal Records Check, which should be carried out and results obtained prior to the Staff member being employed in connection with the Service. Should an adverse entry be revealed as a result of the Criminal Records Check and/or should any convictions including those that would otherwise be spent under the Rehabilitation of Offenders Act 1974 (Exceptions) Order 1975 be revealed, the Contractor shall notify the Contract Manager of these immediately. The School shall have a right to veto the employment or engagement of any Staff member proposed for the Service as a result of the adverse entry/convictions, but not unreasonably or vexatiously.

29.12 The Contractor shall use one of the following methods for the advice, processing and storage of each Criminal Records Check:

29.12.1 through the School’s DBS Umbrella Body; or 29.12.2 by the Contractor directly (if DBS registered); or

29.12.3 through an external DBS umbrella body.

29.13 The Contractor shall comply with and observe all relevant Law in relation to Criminal Records Checks and follow all recommendations and general guidance issued including by any Central Government Department on Criminal Records Checks and carrying out Criminal Records Checks in relation to any person engaged in a role that meet the previous definition of Regulated Activity as defined by the Rehabilitation of Offenders Act (ROA) 1974 (Exceptions) Order 1975, and in Police Act Regulations. when deciding whether the outcome of the Criminal Records Check is satisfactory and whether the individual concerned is suitable to carry out the role in connection with the Services.

29.14 The Contractor shall maintain and disclose to the School a record of the outcome of the Criminal Records Check, in relation to each Staff member where a Criminal Records Check is required, setting out the disclosure number and date the disclosure was made. The Contractor shall store the record of the disclosure securely within the Contractor’s organisation in accordance with the Data Protection Act 1998 and DBS Code of Practice. The Contractor warrants to the School that each disclosure number will be unique and can, if necessary, be reconciled against a Staff member’s name engaged or appointed in connection with the Services.

29.15 If visits are taking place as part of the recruitment process, potential staff of the Contractor must be accompanied by a member of Staff at all times and the checks specified in Clause 29.1 shall have been completed by the Contractor prior to such visits taking place.

29.16 The Contractor must have a robust system which evidences that when Staff are suspended or dismissed and safeguarding children and/or vulnerable adults guidance including government guidance is followed and relevant professional bodies informed in the event of non-compliance. The Contractor will ensure that it has appropriate procedures in place that support:

29.16.1 the immediate reporting to the Contract Manager of concerns and details of any incidents and/or convictions in relation to Staff members; and

29.16.2 other action necessary to support the School’s policies, including the possible mandatory participation in child protection meetings and actions.

29.17 The Contractor shall have codes of conduct in place for all Staff that set out clear standards of conduct especially in relation to personal and sexual relationships between Staff and Service Users or other children and/or vulnerable adults.

29.18 The Contractor must provide evidence of robust and effective complaints and whistleblowing policies including a guarantee to Staff [and Service Users] that using these complaints and/or whistleblowing procedures appropriately will not prejudice their own position and prospects.


29.19 If abuse of an individual is taking or has taken place or is suspected the Contractor must comply with the “duty to refer” by immediately notifying the Contract Manager and/or safeguarding children and adults lead of the School as well as the Contractor’s safeguarding children and vulnerable adults lead and should consider suspension of the Staff member(s) and take emergency measures (for example, inform police/seek medical assessment/treatment (as appropriate)). The Contractor must, as far as is practicable, preserve any evidence but may not commence any investigation until authorised to do so by the Contract Manager. The Contractor must also notify the DBS and/or Disclosure Scotland (as appropriate) if a Staff member is dismissed or removed from working in connection with the Services for the reasons described in the “Duty to Refer” section of Schedule 2.

29.20 The Contractor shall obtain consent of each Service User to forward the Service User’s records to the School on termination or expiry of the Contract..

Requests for Information from the Disclosure and Barring Service (DBS)

29.21 The School shall be entitled under its duty to the DBS to respond to requests from the DBS for further information already held by the School in relation to the Staff.

29.22 The Contractor shall respond to requests from the School within a reasonable time about Criminal Records Checks in relation to the Staff and shall cooperate with the School to enable the School to comply with its duty to the DBS.

29.23 Failure by the Contractor to comply with the safeguarding provisions of this Clause 29 shall entitle the School to terminate the Contract.

30. EQUAL OPPORTUNITIES

30.1 In the performance of the Services, the Contractor shall not unlawfully discriminate within the meaning and scope of any law, enactment, order, or regulation relating to discrimination including the Equality Act 2010 (as amended from time to time) whether in race, gender, religion, belief, disability, sexual orientation, age, human rights or otherwise in employment and shall have regard to other official guidance and code of practice in relation to promotion of equality in employment.

30.2 The Contractor shall take all reasonable steps to secure the observance of Clause 30.1 by its Staff employed in the execution of this Contract:

30.2.1 The Contractor shall have an equal opportunities policy approved by the School or shall have adopted the School’s own equal opportunities policy and procedures which is available on the Herts Direct Website as may be amended from time to time and notified to the Contractor

30.2.2 The Contractor shall provide such information as the School may reasonably require for the purpose of assessing the Contractor’s continued compliance with this Clause 30.

30.3 If any Court or tribunal, or the Equality and Human Rights Commission (or any other Commission promoting equal opportunity) should make any finding of unlawful discrimination against the Contractor, then the Contractor shall immediately inform the School of such a finding and the School shall have the right to terminate this Contract if, having discussed the matter with the Contractor, it is of the opinion that the actions of the Contractor leading up to the finding were sufficiently serious as to undermine its compliance with Clause 30.1 above.

30.4 In the event that the School does not exercise its right of termination under Clause 30.3 the Contractor shall discuss with the School the appropriate steps the Contractor needs to take to prevent repetition of the unlawful discrimination and shall provide the School with details of any such steps taken.

30.5 In addition to Clauses 30.1 and 24 (Observance Of Statutory Requirements) of this Contract, the Contractor shall comply with the National Minimum Wage Act 1998 (as amended) in relation to the payment of its Staff.

30.6 Appended to this Contract is a copy of the School’s Policy Statements (Schedule 1). It is a condition of this Contract that the Contractor adheres to the School’s Equal Opportunities Policy in its execution of the Service and any materials it uses.

31. WHISTLEBLOWING

31.1 The Contractor confirms that the School is authorised as a person to whom the Contractor’s Staff may make a qualifying disclosure under the Public Interest Disclosure Act 1998 and declares that any of its Staff making a protected disclosure (as defined by the said Act) shall not be subjected to any detriment and its Staff will be made aware of this provision. The Contractor further declares that any provision in any contract purporting to preclude a member of its Staff from making a protected disclosure is void.


31.2 The Contractor shall review on an annual basis its Whistleblowing policy and procedure in accordance with the School’s Whistleblowing policy and procedure. The School’s Whistleblowing Procedure including guidance to Contractors is available on the School’s Doing Business with the School section at

http://www.hertsdirect.org/business/howbusiness/

I PROTECTION OF INFORMATION

32. CONFIDENTIALITY

32.1 Each Party:-

32.1.1 shall treat all Confidential Information belonging to the other Party as confidential and safeguard it accordingly; and

32.1.2 shall not disclose any Confidential Information belonging to the other Party to any other person without the prior written consent of the other Party, except to such persons and to such extent as may be necessary for the performance of this Contract or except where disclosure is otherwise expressly permitted by the provisions of this Contract.

32.2 The Contractor shall ensure that Staff or its professional advisors or consultants are aware of the Contractor’s confidentiality obligations under this Contract.

32.3 The provisions of Clause 32.1 and 32.2 shall not apply to any Confidential Information received by one Party from the other, which must be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the Party making the disclosure, including any requirements for disclosure under the Freedom of Information Act, 2000 or the Environmental Information Regulations 2004 pursuant to Clause 26 (Freedom of Information)

32.4 In the event that the Contractor fails to comply with this Clause 32 the School reserves the right to terminate this Contract in writing with immediate effect.

32.5 Nothing in this clause shall prevent either Party from using any techniques, ideas or know-how gained during the performance of this Contract in the course of its normal business to the extent that this does not result in a disclosure of Confidential Information or an infringement of Intellectual Property Rights.

33. PUBLICITY

Except with the Approval of the School, the Contractor shall not make any press announcements or publicise this Contract or any part thereof in any way.

34. DATA PROTECTION

34.1 Each Party shall comply with the requirements of the Data Protection Act 1998 in relation to the provision or use of the Services and shall not knowingly or negligently take any action that might lead to a breach by the other Party.

34.2 The Contractor shall only use any and all information which is given or made available to it by the School under the provisions of the Data Protection Act 1998 for the provision of the Services and for no other purposes whatsoever at any time.

35. INTELLECTUAL PROPERTY RIGHTS

35.1 Neither Party shall acquire the Pre-Existing IPR of the other Party.

35.2 All Intellectual Property Rights in any specifications, instructions, plans, data, drawings, databases, patents, patterns, models, designs or other material:

35.2.1 furnished to or made available to the Contractor by the School shall remain the property of the School;

35.2.2 prepared by or for the Contractor for use, or intended use, in relation to the performance of the Contract shall belong to the School and the Contractor shall not, and shall procure that the Contractor’s Staff shall not, (except when necessary for the implementation of the Contract) without prior Approval, use or disclose any such Intellectual Property Rights, or any other information (whether or not relevant to the Contract) which the Contractor may obtain in performing the Contract except information which is in the public domain.

35.3 The Contractor shall obtain Approval before using any material, in relation to the performance of this Contract which is or may be subject to any third party Intellectual Property Rights. The Contractor shall procure that the owner of the rights grants to the School a non-exclusive licence, or if itself a licensee of those rights, shall grant to the School an authorised sub-licence, to use, reproduce, and maintain the material. Such licence or sub-licence shall be non-exclusive, perpetual and irrevocable, shall include the right to sub-license, transfer, novate or assign


http://www.hertsdirect.org/business/howbusiness/

to other Contracting Authorities, the Replacement Contractor or to any other third party providing services to the School, and shall be granted at no cost to the School.

35.4 It is a condition of this Contract that the Services will not infringe any Intellectual Property Rights of any third party and the Contractor shall during and after the expiration of this Contract, on written demand indemnify and keep indemnified the School against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and other liabilities which the School may suffer or incur as a result of or in connection with any breach of this clause, except where any such claim relates to:

35.4.1 designs furnished by the School;

35.4.2 the use of data supplied by the School which is not required to be verified by the Contractor under any provision of this Contract.

35.5 If in connection with the Service the Contractor or any of its Staff develop any idea which may be capable of patent or registered design protection or any like protection or registration, the Contractor shall inform the School forthwith in writing. The School may wish to make an application to register such idea and, at the request of the School, the Contractor shall give the School all such assistance as it reasonably requests to obtain registration of those rights in the name of the School PROVIDED THAT if the Contractor incurs any reasonable out-of-pocket expenses in complying with this clause those expenses shall be reimbursable.

35.6 Pursuant to Clause 35.5 above:

35.6.1 The Contractor shall keep confidential the existence of and all details of any idea which may be capable of registration as set out in Clause 35.5 above and shall not disclose the same to any third party or, without the prior written consent of the Contract Manager, put the idea into use.

35.6.2 The School shall be the sole proprietor of any idea which is the subject of Clause 35.5 and no payments shall be due from the School to any third party in respect of the idea except that the Contractor shall be entitled to a share in the profits of any exploitation of any registered rights (other than in connection with the Service) which the School shall agree to pay to the Contractor.

35.6.3 The Contractor shall ensure that all its Staff waive any rights that they may have in the nature of moral rights in relation to any work which will inhibit the free use of the work by the School PROVIDED THAT this Clause 35 does not apply to those rights which are not capable of exclusion by contractual provisions or the rights specifically granted under this Contract.

35.7 Nothing in this Contract shall in any way derogate from the rights of the School under any legislation relating to patents, copyrights, registered design rights or design rights.

35.8 Notwithstanding the School’s ownership of all intellectual property rights as provided by this Clause 35.5, the School agrees to share equally with the Contractor all royalties received from any commercial exploitation of such rights.

35.9 The School shall notify the Contractor in writing of any claim or demand brought against the School for infringement or alleged infringement of any Intellectual Property Right in materials supplied or licensed by the Contractor. 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, provided always that the Contractor:

35.9.1 shall consult the School on all substantive issues which arise during the conduct of such litigation and negotiations;

35.9.2 shall take due and proper account of the interests of the School; and

35.9.3 shall not settle or compromise any claim without the School’s prior written consent (not to be unreasonably withheld or delayed).

35.10 The School shall at the request of the Contractor afford to the Contractor all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the School or the Contractor for infringement or alleged infringement of any Intellectual Property Right in connection with the performance of this Contract.

35.11 If a claim, demand or action for infringement or alleged infringement of any Intellectual Property Right is made in connection with this Contract or in the reasonable opinion of the Contractor is likely to be made, the Contractor may at its own expense and subject to the Approval of the School’s Contract Manager (not to be unreasonably withheld or delayed) either:

35.11.1 modify any or all of the Services without reducing the performance or functionality of the same, or substitute alternative Services of equivalent performance and functionality, so as to avoid the


infringement or the alleged infringement, provided that the terms herein shall apply with any necessary changes to such modified Services or to the substitute Services; or

35.11.2 procure a licence to use and provide the Services, which are the subject of the alleged infringement, on terms which are acceptable to the School.

35.12 At the termination of this Contract the Contractor shall immediately return to the School all materials, work or records held, including any back-up media.

35.13 The provisions of this clause shall apply during the continuance of this Contract and indefinitely after its expiry or

termination.

J. CONTRACT SPECIFIC

36. Not Used

37. Not Used

38. OWNERSHIP/COPYRIGHT

38.1 The ownership and sole right to the copyright in all work prepared by the Contractor in relation to the performance of the Contract shall belong to the School and the Contractor shall not, and shall procure that the Contractor’s Staff shall not, (except when necessary for the performance of the Contract) without prior written consent of the School, use or disclose any such copyright, or any other information (whether or not relevant to the Contract) which the Contractor may obtain in performing the Contract except information which is in the public domain.

38.2 The Contractor shall mark all papers prepared under this Contract with the following:

“© Hertfordshire County School…. date]”

SCHEDULE 1THE SCHOOL'S POLICY STATEMENTS

THE SCHOOL'S EQUAL OPPORTUNITIES POLICY STATEMENT - Include

THE SCHOOL’S WHISTLEBLOWING PROCEDURE - Include

THE SCHOOL'S HEALTH AND SAFETY RULES FOR CONTRACTORS - Include

DATA PROTECTION AND THE HANDLING OF PERSONAL DATA - Include

SCHEDULE 2SAFEGUARDING POLICY

1. SAFEGUARDING IN EMPLOYMENT 2.1.1 In addition to other legal requirements the Contractors will be required to comply with the following:-

It is a criminal offence to knowingly employ anyone in Regulated Activity who is barred by the Disclosure and Barring Service (DBS). Some DBS Disclosures will show whether or not a person is barred.

A mandatory 'duty to refer' will apply - you must tell the DBS if you have concerns about an individual who may pose a risk to vulnerable people. Full details are available on the DBS website.


1.2 Guidance on roles eligible for Criminal Records Checks is available together with other guidance on the Government website:

https://www.gov.uk/disclosure-barring-service-check

1.3 An Enhanced Disclosure plus a barred list check

An Enhanced DBS Disclosure will be required where contractors are engaged in Regulated Activity.

Regulated Activity is work that a barred person must not do. The Protection of Freedoms Act 2012 defines Regulated Activity separately for adults and children as follows:

1. Regulated activity relating to children

(i) Unsupervised activities: teach, train, instruct, care for or supervise children, or provide advice/guidance on well-being, or drive a vehicle only for children;

(ii) Work for a limited range of establishments (‘specified places’), with opportunity for contact: for example, schools, children’s homes, childcare premises. Not work by supervised volunteers;

(iii) relevant personal care, e.g. washing or dressing; or health care by or supervised by a professional;

(iv) registered childminding; and foster-carers.

Work under (i) or (ii) is regulated activity only if done regularly: “regularly” is defined in detail on the links below.

Therefore the Contractors could fall into either category above, depending on the services and setting.

Please refer to the full information leaflet here:

http://www.education.gov.uk/childrenandyoungpeople/safeguardingchildren/a00209802/disclosure-barring

2. Regulated activity relating to adults

The definition identifies the activities which, if any adult requires them, lead to that adult being considered vulnerable at that particular time. Therefore the focus is on the activities required by the adult and not on the setting in which the activity is received, nor on the personal characteristics or circumstances of the adult receiving the activities. There is also no requirement for a person to do the activities a certain number of times before they are engaging in regulated activity.

There are six categories of people who will fall within the definition of regulated activity (and so will anyone who provides day to day management or supervision of those people). A very broad outline of these categories is set out below.

(i) Providing health care (ii) Providing personal care(iii) Providing social work (iv) Assistance with cash, bills and/or shopping (v) Assistance in the conduct of a person’s own affairs (vi) Conveying (transporting)

For full details for children and adults please refer to the Safeguarding Vulnerable Groups Act 2006, as amended by the Protection of Freedoms Act 2012:

http://www.homeoffice.gov.uk/publications/crime/disclosure-and-barring/


http://www.homeoffice.gov.uk/publications/crime/disclosure-and-barring/



https://www.gov.uk/disclosure-barring-service-check

The School requires that for employees working under this Contract an Enhanced Disclosure with Barred List Check and references are obtained prior to appointment and the Contractor shall also comply with the requirements of the Safeguarding Vulnerable Groups Act 2006 as amended by the Protection of Freedoms Act May 2012.

1.4 An Enhanced Disclosure without a barred list check is required where contractors are engaged in roles that meet the previous definition of Regulated Activity as defined by the Rehabilitation of Offenders Act (ROA) 1974 (Exceptions) Order 1975, and in Police Act Regulations. The School requires that for employees working under this Contract an Enhanced DBS Disclosure without a barred list check and references are obtained prior to appointment and the Contractor shall also comply with the requirements of the Safeguarding Vulnerable Groups Act 2006 as amended by the Protection of Freedoms Act May 2012, as specified in Clause 29 of the Contract.

1.5 A Standard Disclosure is required where the role is included in the list of eligible roles detailed in the Rehabilitation of Offenders Act (ROA) 1974 (Exceptions) Order 1975 and the position is not eligible for an enhanced Criminal Records Check. The School requires that for employees working under this Contract a Standard Disclosure and references are obtained prior to appointment and the Contractor shall also comply with the requirements of the Safeguarding Vulnerable Groups Act 2006 as amended by the Protection of Freedoms Act May 2012.

1.6 A Basic Disclosure is required where Contractors are engaged in positions of trust but are not eligible for a Standard or Enhanced Disclosure. A Basic Disclosure provides information on unspent convictions. The School requires that for employees working under this Contract a Basic Disclosure and references are obtained prior to appointment.

1.7 The following documents can be found by following the links:



DBS Disclosure Risk Assessment Form

Safeguarding and Foreign Nationals – Risk Assessment Form

Employer’s guide to the DBS Duty to Refer plus where to go for further help and guidance

Protocol for Dealing with DBS Traces.




SECTION 3PROJECT BRIEF / THE SPECIFICATION

Monitoring Arrangements


SECTION 4QUOTATION RESPONSE DOCUMENT

The successful Bidders quotation will be inserted here upon award


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