Request for Proposal (RFP)

For: Internationalisation in the Further Education sector in Wales

Date: 07 February 2020

1 Overview of the British Council

1.1 The British Council is the UK’s international organisation for cultural relations and educational

opportunities. We create friendly knowledge and understanding between the people of the UK and other

countries. We do this by making a positive contribution to the UK and the countries we work with –

changing lives by creating opportunities, building connections and engendering trust..

1.2 We work with over 100 countries across the world in the fields of arts and culture, English

language, education and civil society. Last year we reached over 80 million people directly and 791 million

people overall including online, broadcasts and publications. Founded in 1934, we are a UK charity

governed by Royal Charter and a UK public body. Further information can be viewed at

www.britishcouncil.org.

2 Introduction and Background to the Project / Programme

2.1 We are looking for a single supplier to provide the outcomes detailed in the specification. This work

will relate to the state of International Education Policy in the Further Education sector in Wales, in order to

gain an understanding of the current level of sector engagement. The outputs of this piece of work will

include a final report of the findings and a presentation that can be used by British Council in internal and

external meetings.

2.2 The purpose and scope of this RFP and supporting documents is to explain in further detail the

requirements of the British Council and the process for submitting a proposal in response to this RFP

(“Proposal”).

3 Proposal Conditions and Contractual Requirements

This section of the RFP sets out the British Council’s contracting requirements, general policy

requirements, and the general conditions relating to this procurement process (“Procurement Process”).

British Council RFP – Revised March 2019 1

3.1 Contracting requirements

3.1.1 Contracting authority: the British Council which includes any other companies and organisations

that control or are controlled by the British Council from time to time (see:

http://www.britishcouncil.org/organisation/structure/status).

3.1.2 Delivery location for goods and/or services: the British Council offices in Cardiff, Wales and home

based.

3.1.3 Duration: 2 months with an option for an extension for up to an additional 30 days.

3.1.4 Contractual terms: As set out at Annex 1 - Agreement for the purchase of professional or

consultancy services (short form) (“Contract”). By submitting a Proposal, you are agreeing to be bound

by the terms of this RFP and the Contract without further negotiation or amendment. Once the Contract is

awarded, there will be no changes allowed to the Contract (except in accordance with the provisions of the

Contract). Any clarification questions in relation to any aspect of this Procurement Process and the

associated documentation should be submitted in accordance with the process set out in paragraph 12

(Clarification Requests). Only changes which relate to the correction of ambiguity or manifest error in

relation to the terms of the Contract will be considered and, if necessary, the British Council may, when

issuing its response to clarification questions, reissue Annex 1 to reflect such changes. Any proposed

amendments received from a potential supplier as part of its Proposal shall entitle the British Council to

reject that Proposal and to disqualify that potential supplier from this Procurement Process.

3.2 General Policy Requirements

3.2.1 By submitting a Proposal, you confirm that you will, and that you will ensure that any consortium

members and/or subcontractors will, comply with all applicable laws, codes of practice, statutory guidance

and applicable British Council policies relevant to the goods and/or services being supplied. All relevant

British Council policies that suppliers are expected to comply with can be found on the British Council

website (https://www.britishcouncil.org/organisation/transparency/policies).

3.3 General Proposal conditions (“Proposal Conditions”)

3.3.1 Application of these Proposal Conditions – In participating in this Procurement Process and/or by

submitting a Proposal it will be implied that you accept and will be bound by all the provisions of this RFP

and its Annexes. Accordingly, Proposals should be made on the basis of and strictly in accordance with

the requirements of this RFP.

3.3.2 Third party verifications – Your Proposal is submitted on the basis that you consent to the British

Council carrying out all necessary actions to verify the information that you have provided, and the

analysis of your Proposal being undertaken by one or more third parties commissioned by the British

Council for such purposes.

British Council RFP – Revised March 2019 2

3.3.3 Information provided to potential suppliers – Information that is supplied as part of this

Procurement Process is supplied in good faith. The information contained in the RFP and the supporting

documents and in any related written or oral communication is believed to be correct at the time of issue.

No liability (save for fraudulent misrepresentation) is accepted for its accuracy, adequacy or completeness

and no warranty is given as such.

3.3.4 Potential suppliers to make their own enquires – You are responsible for analysing and reviewing

all information provided to you as part of this Procurement Process and for forming your own opinions and

seeking advice as you consider appropriate. The clarification process set out in paragraph 12 should be

used for any queries in relation to this Procurement Process.

3.3.5 Amendments to the RFP – At any time prior to the Response Deadline, the British Council may

amend the RFP and if appropriate, the Response Deadline shall, at the discretion of the British Council, be

extended.

3.3.6 Compliance of Proposal – Any goods and/or services offered should be on the basis of and strictly

in accordance with the RFP (including, without limitation, any specification of the British Council’s

requirements, these Proposal Conditions and the Contract) and all other documents and any clarifications

or updates issued by the British Council as part of this Procurement Process.

3.3.7 Compliance with the terms of the Contract – The successful supplier must comply with the

Contract as set out in Annex 1 without any amendment (save as described in paragraph 3.1.4). .

3.3.8 Format of Proposal – Proposals must comprise the relevant documents as detailed by the British

Council in Annex 3 (Supplier Proposal) completed in accordance with relevant all instructions. Any

documents requested by the British Council must be completed in full. It is important that you read the

RFP carefully before completing and submitting your Proposal.

3.3.9 Modifications to Proposals once submitted – You may modify your Proposal prior to the Response

Deadline by giving written notice to the British Council. Any modification should be clear and submitted as

a completely new Proposal in accordance with Annex 3 (Supplier Proposal) and these Proposal

Conditions.

3.3.10 Disqualification – If you breach these Proposal Conditions, if there are any errors, omissions or

material adverse changes relating to any information supplied by you at any stage in this Procurement

Process, if any other circumstances set out in this RFP, and/or in any supporting documents, entitling the

British Council to reject a Proposal apply and/or if you or your appointed advisers attempt:

to inappropriately influence this Procurement Process or fix or set the price for goods or services;

to enter into an arrangement with any other party that such party shall refrain from submitting a

Proposal;

to enter into any arrangement with any other party (other than another party that forms part of your

consortium bid or is your proposed sub-contractor) as to the prices submitted;

British Council RFP – Revised March 2019 3

to collude in any other way;

to engage in direct or indirect bribery or canvassing by you or your appointed advisers in relation to

this Procurement Process; or

to obtain information from any of the employees, agents or advisors of the British Council

concerning this Procurement Process (other than as set out in these Proposal Conditions) or from

another potential supplier or another Proposal,

the British Council shall be entitled to reject your Proposal in full and to disqualify you from this

Procurement Process. Subject to paragraph 3.3.1 below, by participating in this Procurement Process you

accept that the British Council shall have no liability to a disqualified potential supplier in these

circumstances.

3.3.11 Proposal costs – You are responsible for obtaining all information necessary for preparation of

your Proposal and for all costs and expenses incurred in preparation of the Proposal. Subject paragraph

3.3.15, you accept by your participation in this Procurement Process, including without limitation the

submission of a Proposal, that you will not be entitled to claim from the British Council any costs, expenses

or liabilities that you may incur in submitting a Proposal irrespective of whether or not your Proposal is

successful.

3.3.12 Rights to cancel or vary this Procurement Process – Nothing in this Procurement Process will bind

the British Council to enter into any contractual or other arrangement with you or any other potential

supplier. It is intended that the remainder of this Procurement Process will take place in accordance with

the provisions of this RFP, but the British Council reserves the right to terminate, amend or vary (to

include, without limitation, in relation to any timescales or deadlines) this Procurement Process by notice in

writing. Subject to paragraph 3.3.15, the British will have no liability for any losses, costs or expenses you

incur as a result of such actions.

3.3.13 Consortium Members and sub-contractors – It is your responsibility to ensure that any staff,

consortium members, sub-contractors and advisers abide by these Proposal Conditions and the

requirements of this RFP.

3.3.14 Liability – Nothing in these Proposal Conditions is intended to exclude or limit the liability of the

British Council in relation to fraud or in other circumstances where the British Council’s liability may not be

limited under any applicable law.

4 Confidentiality and Information Governance

4.1 All information supplied to you by the British Council, including this RFP and all other documents

relating to this Procurement Process, either in writing or orally, must be treated in confidence and not

disclosed to any third party (save to your professional advisers, consortium members and/or sub-

contractors strictly for the purposes only of helping you to participate in this Procurement Process and/or

British Council RFP – Revised March 2019 4

prepare your Proposal) unless the information is already in the public domain or is required to be disclosed

under any applicable laws.

4.2 You shall not disclose, copy or reproduce any of the information supplied to you as part of this

Procurement Process other than for the purposes of preparing and submitting a Proposal. There must be

no publicity by you regarding the Procurement Process or the future award of any contract unless the

British Council has given express written consent to the relevant communication.

4.3 The British Council reserves the right to disclose all documents relating to this Procurement

Process, including without limitation your Proposal, to any employee, third party agent, adviser or other

third party involved in the Procurement Process in support of, and/or in collaboration with, the British

Council. The British Council further reserves the right to publish the Contract once awarded and/or

disclose information in connection with supplier performance under the Contract in accordance with any

public sector transparency policies (as referred to below). By participating in this Procurement Process,

you agree to such disclosure and/or publication by the British Council in accordance with such rights

reserved by it under this paragraph.

4.4 The Freedom of Information Act 2000 (“FOIA”), EU General Data Protection Regulation (GDPR)

2015, the Environmental Information Regulations 2004 (“EIR”), and public sector transparency policies

apply to the British Council (together the “Disclosure Obligations”).

4.5 You should be aware of the British Council’s obligations and responsibilities under the Disclosure

Obligations to disclose information held by the British Council. Information provided by you in connection

with this Procurement Process, or with any contract that may be awarded as a result of this exercise, may

therefore have to be disclosed by the British Council under the Disclosure Obligations, unless the British

Council decides that one of the statutory exemptions under the FOIA or the EIR applies.

5 Proposal Validity

5.1 Your Proposal must remain open for acceptance by the British Council for a period of sixty days

from the Response Deadline. A Proposal not valid for this period may be rejected by the British Council.

6 Payment and Invoicing

6.1 The British Council will pay correctly addressed and undisputed invoices within 30 days in

accordance with the requirements of the Contract. Suppliers to the British Council must ensure

comparable payment provisions apply to the payment of their sub-contractors and the sub-contractors of

their sub-contractors. General requirements for an invoice for the British Council include:

A description of the good/services supplied is included.

The British Council Purchase Order number is included.

It is sent electronically via email in PDF format to BC.Invoices@britishcouncil.org or by post to:

British Council RFP – Revised March 2019 5

The British Council, Corporate Services – UK Hub Team, 10 Spring Gardens, London SW1A 2BN

7 Specification

Establishing the current position: Activities, Assets and Ambitions

British Council Wales proposes to commission a piece of baseline research to establish the current

internationalisation activities, assets and ambitions of Further Education colleges in Wales in order to:

i. Understand the baseline position – the existing strengths and capabilities in the sector.ii. Articulate and communicate the Welsh Further Education internationalisation offer to

stakeholders and audiences in Wales, the UK and internationally.iii. Explore which processes and structures would need to be in place to support the development

of internationalisation in the sector in a post-Brexit environment.

Approach and methodology:

The research team will be expected to work with British Council Wales to define the detailed parameters and methodology for the project. Themes of the research would include, but would not be limited to the following:

Current international projects Students and staff exchange / mobility opportunities International recruitment Numbers of dedicated staff / staff with internationalisation as a key part of their role Ambition or strategy for internationalisation within the college Areas of support requested by the colleges to realise their international ambitions

Policy distinctiveness and strengths

This piece of research should also include a separate but complementary paper (4-6 pages) which outlines the key policy themes / areas for FE/TVET in Wales. This document will inform British Council overseas colleagues and international partners about the key structural and policy areas for FE/TVET in Wales so that they understand how Wales differs from the rest of the UK and where the key strengths and areas of best practice are.

This could cover: Brief overview of the sector including

o Why it is important to Wales i.e. workforce development /skills gaps / employment etc.o Challenges / opportunities facing the sector

Key policy themes for TVET in Wales including for instance:o Structureo Current and future governance and fundingo Employer/industry engagemento Qualifications development o International aspirations – sharing best practice

The report should finally include a section outlining a set of conclusions and a brief look forward.

Deliverables

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The Supplier shall complete the study by the end of April 2020 (to be discussed with British Council Wales) and will produce the following outputs: A final draft report that includes: an executive summary, full analysis of core components by April

2020. It is envisaged that the final report will be around 4,000-8,000 words. A PowerPoint presentation summarising the research methodology used and any findings and

recommendations.

8 Mandatory Requirements / Constraints

8.1 As part of your Proposal, you must confirm that you meet the mandatory requirements /

constraints, if any, as set out in the British Council’s specification forming part of this RFP. Failure to

comply with any mandatory requirements or constraints shall entitle the British Council to reject a

Proposal.

9 Key background documents

9.1 Further relevant background documents / information may be provided to potential suppliers as an

Annex to this RFP and/or by way of the issue of additional documents / links to additional information /

documents. Please view list of Annexes at the end of this document.

10 Timescales

10.1 Subject to any changes notified to potential suppliers by the British Council in accordance with the

Proposal Conditions, the intended timescales applicable to this Procurement Process are:

Activity Date / time

RFP Issued to bidding suppliers 07/02/2020, 23.59 pm

Deadline for clarification questions (Clarification Deadline) 16/02/2020, 23:59 pm

British Council to respond to clarification questions 21/02/2020, 17:00 pm

Deadline for submission of Proposals by potential suppliers

(Response Deadline)

28/02/2020, 23:59 pm

Final Decision 10/03/2020, 23:59 pm

Contract concluded with winning supplier 13/03/2020, 23:59 pm

Contract start date 16/03/2020, 23:59 pm

11 Instructions for Responding

11.1 The documents that must be submitted to form your Proposal are listed at Part 2 (Submission

Checklist) of Annex 3 (Supplier Proposal) to this RFP. All documents required as part of your Proposal

should be submitted to TeamWales@britishcouncil.org by the Response Deadline, as set out in the

Timescales section of this RFP.

British Council RFP – Revised March 2019 7

11.2 The following requirements should be complied with when submitting your Proposal in response to

this RFP:

Please ensure that you send your submission in good time to prevent issues with technology – late

Proposals may be rejected by the British Council.

Do not submit any additional supporting documentation with your Proposal except where

specifically requested to do so. PDF, JPG, PPT, Word and Excel formats can be used for any

additional supporting documentation (other formats should not be used without the prior written

approval of the British Council).

All attachments/supporting documentation should be provided separately to your main Proposal

document, clearly labelled and cross-referenced to the Proposal as relevant.

If you submit a generic policy / document you must indicate the page and paragraph reference that

is relevant to a particular part of your Proposal.

Unless otherwise stated as part of this RFP or its Annexes, all Proposals should be in the format of

the relevant British Council requirement with your response to that requirement inserted

underneath.

Where supporting evidence is requested as ‘or equivalent’ you must demonstrate such

equivalence as part of your Proposal.

Any deliberate alteration of a British Council requirement as part of your Proposal will invalidate

your Proposal to that requirement and for evaluation purposes you shall be deemed not to have

responded to that particular requirement.

Responses should be concise, unambiguous, and should directly address the requirement stated.

Your Proposal to the RFP requirements and pricing will be incorporated into the Contract, as

appropriate.

12 Clarification Requests

12.1 All clarification requests should be submitted to TeamWales@britishcouncil.org by the

Clarification Deadline, as set out in the Timescales section of this RFP. The British Council is under no

obligation to respond to clarification requests and will response if the question is appropriate and received

before the Clarification Deadline.

12.2 Any clarification requests should clearly reference the appropriate paragraph in the RFP

documentation and, to the extent possible, should be aggregated rather than sent individually.

12.3 The British Council reserves the right to issue any clarification request made by you, and the

response, to all potential suppliers unless you expressly require it to be kept confidential at the time the

request is made. If the British Council considers the contents of the request not to be confidential, it will

inform you and you will have the opportunity to withdraw the clarification query prior to the British Council

responding to all potential suppliers.

12.4 The British Council may at any time request further information from potential suppliers to verify or

clarify any aspects of their Proposal or other information they may have provided. Should you not provide

British Council RFP – Revised March 2019 8

supplementary information or clarifications to the British Council by any deadline notified to you, your

Proposal may be rejected in full and you may be disqualified from this Procurement Process.

13 Evaluation Criteria

13.1 You will have your Proposal evaluated as set out below:

Stage 1: Proposals will be checked to ensure that they have been completed correctly and all necessary

information has been provided. responses correctly completed with all relevant information being

provided and all mandatory requirements as outlined in Section 8 met will proceed to Stage 2. Any

Proposal not correctly completed in accordance with the requirements of this RFP and/or containing

omissions may be rejected at this point. Where a Proposal is rejected at this point it will automatically be

disqualified and will not be further evaluated.

↓

Stage 2: If a bidder succeeds in passing Stages 1 of the evaluation, then it will have its Proposal

evaluated in accordance with the evaluation methodology set out below.

13.2 Award Criteria – Responses from potential suppliers will be assessed to determine the most

economically advantages proposal using the following criteria and weightings and will be assessed entirely

on your response submitted:

Criteria Weighting

Project Team and Experience [30]%

Methodology and Approach [50]%

Commercial [20]%

13.3 Scoring Model – Proposals will be subject to an initial review at the start of Stage 2 of the

evaluation process. Any Proposals not meeting mandatory requirements or constraints (if any) will be

rejected in full at this point and will not be assessed or scored further. Proposals not so rejected will be

scored by an evaluation panel appointed by the British Council for all criteria other than Commercial using

the following scoring model:

Points Interpretation

10

Excellent – Overall the response demonstrates that the bidder meets all areas of the

requirement and provides all of the areas evidence requested in the level of detail

requested. This, therefore, is a detailed excellent response that meets all aspects of the

requirement leaving no ambiguity as to whether the bidder can meet the requirement.

British Council RFP – Revised March 2019 9

7

Good – Overall the response demonstrates that the bidder meets all areas of the

requirement and provides all of the areas of evidence requested, but contains some

trivial omissions in relation to the level of detail requested in terms of either the response

or the evidence. This, therefore, is a good response that meets all aspects of the

requirement with only a trivial level ambiguity due the bidders failure to provide all

information at the level of detail requested.

5

Adequate – Overall the response demonstrates that the bidder meets all areas of the

requirement, but not all of the areas of evidence requested have been provided. This,

therefore, is an adequate response, but with some limited ambiguity as to whether the

bidder can meet the requirement due to the bidder’s failure to provide all of the evidence

requested.

3

Poor – The response does not demonstrate that the bidder meets the requirement in

one or more areas. This, therefore, is a poor response with significant ambiguity as to

whether the bidder can meet the requirement due to the failure by the bidder to show

that it meets one or more areas of the requirement.

0Unacceptable – The response is non-compliant with the requirements of the RFP

and/or no response has been provided.

13.4 Commercial Evaluation – Your “Overall Price” (as calculated in accordance with requirements of

Annex 4 (Pricing Approach) for the goods and/or services will be evaluated by the evaluation panel for the

purposes of the commercial evaluation, further information on this approach may be available in Annex 3.

In the event that any prices are expressed as being subject to any pricing assumptions, qualifications or

indexation not provided for by the British Council as part of the pricing approach, the British Council may

reject the full Proposal at this point. The British Council may also reject any Proposal where the Overall

Price for the goods and/or services is considered by the British Council to be abnormally low following the

relevant processes set out under the EU procurement rules. A maximum offer score of 10 will be awarded

to the Proposal offering the lowest “Overall Price”. Other Proposals will be awarded a mark by application

of the following formula: (Lowest Overall Price/Overall Price being evaluated) x 10 (rounded to two

decimal places) = commercial score.

13.5 Moderation and application of weightings – The evaluation panel appointed for this Procurement

Process will meet to agree and moderate scores for each award criteria. Final scores in terms of a

percentage of the overall Proposal score will be obtained by applying the relevant weighting factors set out

as part of the award criteria table above. The percentage scores for each award criteria will be

amalgamated to give a percentage score out of 100.

13.6 The Winning Proposal(s) - The winning Proposal shall be the Proposal scoring the highest

percentage score out of 100 when applying the above evaluation methodology, which is also supported by

British Council RFP – Revised March 2019 10

any required verification evidence (to include, without limitation, any updated information)] obtained by the

Authority relating to any self-certification or other requirements referred to at any time in this Procurement

Process.

List of Annexes forming part of this RFP (issued as separate documents):

Annex 1 – Terms and Conditions of Contract.

The British Council: THE BRITISH COUNCIL, incorporated by Royal Charter and registered as a charity (under number 209131 in England & Wales and number SC037733 in Scotland), with its principal office at 10 Spring Gardens, London, SW1A 2BN

The Supplier: [insert name and address details (and company number, if appropriate)]

Date: [insert date when signed by the second party to sign (which should be the British Council]

This Agreement is made on the date set out above subject to the terms set out in the schedules listed below which both the British Council and the Supplier undertake to observe in the performance of this Agreement.

The Supplier shall supply to the British Council, and the British Council shall acquire and pay for, the services and / or goods (if any) described in Schedule 1 and / or Schedule 2 on the terms of this Agreement.

Schedules

Schedule 1 Special Terms

Schedule 2 Specification

Schedule 3 Charges

Schedule 4 Standard Terms

Schedule 5 Data Processing Schedule

This Agreement shall only become binding on the British Council upon its signature by an authorised signatory of the British Council subsequent to signature by or on behalf of the Supplier.

IN WITNESS whereof the parties or their duly authorised representatives have entered into this Agreement on the date set out above.

Signed by the duly authorised representative of THE BRITISH COUNCIL

Name: .................................................... Signature: ...................................................

Position: ....................................................

Signed by [insert name of Supplier]

Name: .................................................... Signature: ...................................................

Position: ....................................................

British Council RFP – Revised March 2019 11

Schedule 1

Special Terms

Terms defined in this Schedule 1 shall have the same meanings when used throughout this Agreement.

In the event of any conflict between the terms set out in the various Schedules, the Schedules shall prevail in the order in which they appear in the Agreement.

For the purposes of the provision of the Services and any Goods, the terms of this Agreement shall prevail over any other terms and conditions issued by the British Council (whether on a purchase order or otherwise).

1 Commencement Date and Term

1.1 This Agreement shall come into force on 16/03/2020 and, subject to paragraph 1.2 below, shall continue in full force and effect until 15/05/2020 (the “Term”).

1.2 Notwithstanding anything to the contrary elsewhere in this Agreement, the British Council shall be entitled to terminate this Agreement by serving not less than 15 days’ written notice on the Supplier.

2 Key Personnel

[Note: Only use this provision where the British Council has agreed to appoint the Supplier on the basis that the services of certain key individuals will be supplied]

2.1 The Supplier shall deploy the following persons in the provision of the Services: [insert list] (the “Key Personnel”).

3 Working Hours

3.1 For the purposes of this Agreement “Working Hours” and “Working Days” shall mean 9 a.m. to 5 p.m. local time Monday to Friday.

British Council RFP – Revised March 2019 12

Schedule 2

Specification

Project: Internationalisation in the Further Education sector in Wales

Background and Context

The landscape of opportunities for internationalisation for the Further Education sector in Wales is

changing. The UK Government has also set ambitions for growth in international education through

its international education strategy. These and other complementary factors could present additional

opportunities for the Welsh Further Education sector.

Establishing the current position: Activities, Assets and Ambitions

The Supplier shall conduct a piece of baseline research to establish the current internationalisation

activities, assets and ambitions of Further Education colleges in Wales in order to:

Understand the baseline position – the existing strengths and capabilities in the sector. Articulate and communicate the Welsh Further Education internationalisation offer to stakeholders

and audiences in Wales, the UK and internationally. Explore which processes and structures would need to be in place to support the development of

internationalisation in the sector in a post-Brexit environment.

Approach and methodology:

The Supplier shall work with British Council Wales to define the detailed parameters and methodology for the project. Themes of the research shall include, but would not be limited to the following:

Current international projects Students and staff exchange / mobility opportunities International recruitment Numbers of dedicated staff / staff with internationalisation as a key part of their role Ambition or strategy for internationalisation within the college Areas of support requested by the colleges to realise their international ambitions

Policy distinctiveness and strengths

This piece of research shall also include a separate but complementary paper (4-6 pages) which outlines the key policy themes / areas for FE/TVET in Wales. This document will inform British Council overseas colleagues and international partners about the key structural and policy areas for FE/TVET in Wales so that they understand how Wales differs from the rest of the UK and where the key strengths and areas of best practice are.

This shall cover: Brief overview of the sector including

o Why it is important to Wales i.e. workforce development /skills gaps / employment etc.o Challenges / opportunities facing the sector

Key policy themes for TVET in Wales including for instance:o Structureo Current and future governance and fundingo Employer/industry engagemento Qualifications development

British Council RFP – Revised March 2019 13

o International aspirations – sharing best practice

The report shall include a section outlining a set of conclusions and a brief look forward.

As well as this paper, the Supplier shall provide their findings summarised on a PowerPoint

presentation to be used in external meetings and shared with third parties.

Deliverables

The Supplier shall completed the impact study by 30 April 2020 and shall produce the following outputs:

A final draft report that includes: an executive summary, full analysis of core components by April 2020. It is envisaged that the final report will be around 4,000-8,000 words.

A PowerPoint presentation summarising the research methodology and findings

The Supplier shall attend the following meetings:

Project Initiation meeting in March 2020

One formal update meeting: Beginning of April 2020

Final Presentation of the results: End of April 2020

British Council RFP – Revised March 2019 14

Schedule 3

Charges

The Charges for the Services and/or Goods will be a fixed sum paid against the agreed payment schedule, which will be 50% upon signing the contract and 50% upon successful completion of the project’s deliverables.

The Charges set out above are an all inclusive fee and covers all preparation, report writing and all other work. It is expected that the Supplier will meet all costs and expenses necessary to provide the Services under this Agreement, including, but not restricted to: the costs of salaries, bonuses, superannuation medical and travel insurance, insurance for personal possessions or of any fees payable to personnel employed, or engaged by the Supplier. The Charges are also deemed to cover the cost of personal equipment, non-Working Days and all other costs including but not limited to clothing, passports and vaccinations, travel to and from the airport, accommodation costs, overheads and expenses of whatsoever nature that may be incurred except those otherwise specifically provided for in this Agreement.

The Charges and allowances for the Supplier will be reimbursed by the British Council and are fixed for the duration of the Agreement.

British Council RFP – Revised March 2019 15

Schedule 4

Standard Terms

1 Interpretation

1.1 In this Agreement:

“Background IPR” means any Intellectual Property Rights (other than Project IPR) belonging to either party before the Commencement Date or not created in the course of or in connection with the Project;

“British Council Entities” means the subsidiary companies and other organisations Controlled by the British Council from time to time, and any organisation which Controls the British Council (the “Controlling Entity”) as well as any other organisations Controlled by the Controlling Entity from time to time;

“British Council Requirements” means the instructions, requirements, policies, codes of conduct, guidelines, forms and other documents notified to the Supplier in writing or set out on the British Council’s website at http://www.britishcouncil.org/new/about-us/jobs/folder_jobs/register-as-a-consultant/policies-for-consultants-and-associates/ or such other web address as may be notified to the Supplier from time to time (as such documents may be amended, updated or supplemented from time to time during the Term);

“Charges” means the charges, fees and any other sums payable by the British Council to the Supplier as set out in ;

“Control” means the ability to direct the affairs of another party whether by virtue of the ownership of shares, contract or otherwise (and “Controlled” shall be construed accordingly);

“Code” means the Department of Constitutional Affairs’ Code of Practice on the discharge of public authorities’ functions under Part 1 of the Freedom of Information Act 2000 (issued under section 45 of that Act) (November 2004) as may be updated or re-issued from time to time and any other relevant codes of practice published by the Department of Constitutional Affairs or its successor bodies;

“Confidential Information” means any information which has been designated as confidential by either party in writing or that ought to be considered as confidential (however it is conveyed or on whatever media it is stored) including information which relates to the business, affairs, finances, properties, assets, trading practices, Goods/Services, developments, trade secrets, Intellectual Property Rights, know-how, personnel, and customers of the British Council or the Supplier (as the case may be) and all personal data and sensitive personal data within the meaning of the Data Protection Legislation;

“Deliverables” means all Documents, products and materials developed or provided by the Supplier as part of providing the Services;

“Document” means (whether in hard copy or electronic format) any document, drawing, map, plan, diagram, design, picture or other image, tape, disk, or other device or record embodying information in any form;

“End Client” means the end client (if any) in respect of the project in connection with which the Supplier is providing its Services as a sub-contractor;

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“End Client Requirements” means the specific requirements of the End Client, as notified to the Supplier in writing;

“Environmental Information Regulations” means the Environmental Information Regulations 2004;

“Equality Legislation” means any and all legislation, applicable guidance and statutory codes of practice relating to diversity, equality, non-discrimination and human rights as may be in force from time to time in England and Wales or in any other territory in which, or in respect of which, the Supplier provides the Services;

“FOIA” means the Freedom of Information Act 2000 and any subordinate legislation made under that Act from time to time together with any guidance and/or codes of practice issued by the Information Commissioner in relation to such legislation;

“Goods” means the goods or products (if any) to be supplied by the Supplier under this Agreement as set out in the Special Terms (Schedule 1) and/or the Specification (Schedule 2);

“Information Disclosure Requirements” means the requirements to disclose information under:

(a) the Code;

(b) the FOIA; and

(c) the Environmental Information Regulations;

“Intellectual Property Rights” means any copyright and related rights, patents, rights to inventions, registered designs, database rights, design rights, topography rights, trade marks, service marks, trade names and domain names, trade secrets, rights in unpatented know-how, rights of confidence and any other intellectual or industrial property rights of any nature including all applications (or rights to apply) for, and renewals or extensions of such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

“Premises” means, where applicable, the premises or location where the Services are to be provided, as notified by the British Council to the Supplier;

“Project” means the project in connection with which the Supplier provides its Services as further described in the Special Terms (Schedule 1) and/or the Specification (Schedule 2);

“Project IPR” means all Intellectual Property Rights that arise or are obtained or developed by either party, or by a contractor on behalf of either party, in respect of the Deliverables in the course of or in connection with the Project;

“Relevant Person” means any individual employed or engaged by the Supplier and involved in the provision of the Services, or any agent or contractor or sub-contractor of the Supplier who is involved in the provision of the Services and includes, without limitation, the Key Personnel (if any);

“Request for Information” means a request for information (as defined in the FOIA) relating to or connected with this Agreement or the British Council more generally or any apparent request for such information under the Information Disclosure Requirements;

“Services” means the services to be provided by the Supplier under this Agreement as set out in the Special Terms (Schedule 1) and/or the Specification (Schedule 2);

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“Supplier’s Team” means the Supplier and, where applicable, any Relevant Person, and all other employees, consultants, agents and sub-contractors which the Supplier engages in any way in relation to the supply of the Services or the Goods; and

“Third Party IPR” means any Intellectual Property Rights not belonging to either party to this Agreement but used by the Supplier in the creation of the Deliverables and/or in the course of or in connection with the Project.

1.2 In this Agreement:

1.2.1 any headings in this Agreement shall not affect the interpretation of this Agreement;

1.2.2 a reference to a statute or statutory provision is (unless otherwise stated) a reference to the applicable UK statute as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it;

1.2.3 where the words “include(s)” or “including” are used in this Agreement, they are deemed to have the words “without limitation” following them, and are illustrative and shall not limit the sense of the words preceding them;

1.2.4 without prejudice to clause 1.2.5, except where the context requires otherwise, references to:

(i) services being provided to, or other activities being provided for, the British Council;

(ii) any benefits, warranties, indemnities, rights and/or licences granted or provided to the British Council; and

(iii) the business, operations, customers, assets, Intellectual Property Rights, agreements or other property of the British Council,

shall be deemed to be references to such services, activities, benefits, warranties, indemnities, rights and/or licences being provided to, or property belonging to, each of the British Council and the British Council Entities and this Agreement is intended to be enforceable by each of the British Council Entities; and

1.2.5 obligations of the British Council shall not be interpreted as obligations of any of the British Council Entities.

2 Supplier’s Responsibilities

2.1 The Supplier shall:

2.1.1 provide the Services and the Goods and deliver the Deliverables with (i) reasonable skill and care and to the highest professional standards (ii) in compliance at all times with the terms of this Agreement (and, in particular, the Special Terms (Schedule 1) and the Specification (Schedule 2)), the reasonable instructions of the British Council and all applicable regulations and legislation in force from time to time. The Supplier shall allocate sufficient resources to enable it to comply with its obligations under this Agreement.;

2.1.2 deliver the Goods to the delivery point and on the delivery date as notified to the Supplier (and time shall be of the essence for delivery);

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2.1.3 comply with the End Client Requirements (if any) and shall do nothing to put the British Council in breach of the End Client Requirements (if any);

2.1.4 not at any time during the Term do or say anything which damages or which could reasonably be expected to damage the interests or reputation of the British Council or the End Client or their respective officers, employees, agents or contractors;

2.1.5 comply in all material respects with the Data Protection Legislation (or any equivalent legislation in any applicable jurisdiction). The British Council and the Supplier agrees to any reasonable amendment to this Agreement in accordance with variation clause 18 in order to comply with any statutory amendments, re-enactment or revocation and replacement of current Data Protection Legislation and agree to execute any further documents required for compliance under the Data Protection Legislation in force at that time;

2.1.6 maintain records relating to this Agreement for seven (7) years following the year in which this Agreement terminates or expires and allow the British Council and/or any end client access to those records on reasonable notice and at reasonable times for audit purposes;

2.1.7 obtain the British Council’s prior written consent to all promotional activity or publicity and act at all times in accordance with the British Council’s reasonable instructions relating to such activity or publicity;

2.1.8 comply with all applicable legislation and codes of practice relating to diversity, equality, non-discrimination and human rights in force in England and Wales and any other territory in which the Services and the Goods are to be provided;

2.1.9 take out and maintain during the term of this Agreement appropriate insurance cover in respect of its activities under this Agreement and, on request, provide the British Council with evidence that such insurance cover is in place;

2.1.10 not, without the British Council’s consent, assign or otherwise transfer any of its rights or obligations under this Agreement;

2.1.11 be entitled to use such parts of the Premises on a non-exclusive basis as the British Council may from time to time designate as are necessary for the performance of the Services provided that use of the Premises is strictly in accordance with the British Council’s reasonable instructions and is to be solely for the purposes of providing the Services;

2.1.12 promptly notify the British Council of any health and safety hazards which may arise in connection with the performance of this Agreement, take such steps as are reasonably necessary to ensure the health and safety of persons likely to be affected by the performance of the Services and notify the British Council of any incident occurring on the Premises or otherwise in connection with the provision of the Services which causes or could give rise to personal injury;

2.1.13 comply with, and complete and return any forms or reports from time to time required by, the British Council Requirements; and

2.1.14 use its reasonable endeavours to ensure that it does not become involved in any conflict of interests between the interests of the British Council and/or the End Client and the interests of the Supplier itself or any client of the Supplier, and shall notify the British Council in writing as soon as is practically possible of any potential

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conflict of interests and shall follow the British Council’s reasonable instructions to avoid, or bring to an end, any conflict of interests. In the event that a conflict of interests does arise, the British Council shall be entitled to terminate this Agreement on immediate written notice.

2.2 Where the Supplier is not an individual, it shall provide one or more Relevant Person(s) to provide the Services and shall procure that such Relevant Person(s) comply with the terms of this Agreement to the extent that such terms are applicable to such Relevant Person(s). Notwithstanding the deployment of any such Relevant Person(s), the Supplier shall remain wholly liable to the British Council and shall be responsible for all acts and omissions (howsoever arising) in the performance of the Services. The British Council may, in its discretion, require the Relevant Person(s) to enter into direct undertakings with the British Council including, without limitation, with regard to confidentiality and intellectual property.

2.3 The Supplier warrants that the Goods shall: (a) conform to the Specification in Schedule 2; (b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Supplier or made known to the Supplier by the British Council; (c) be free from defects in design, material and workmanship and remain so for 12 months after delivery; and (d) comply with all applicable statutory and regulatory requirements.

2.4 Risk and title in the Goods delivered to the British Council shall pass to the British Council on delivery.

3 Status

3.1 The relationship of the Supplier to the British Council will be that of independent contractor and nothing in this Agreement shall render the Supplier or any Relevant Person an employee, worker, agent or partner of the British Council and the Supplier shall not hold itself out as such.

3.2 This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Supplier shall be fully responsible for and shall indemnify the British Council for and in respect of payment of the following within the prescribed time limits:

3.2.1 any tax (including, without limitation, VAT), National Insurance contributions or similar impost or payment of a fiscal nature arising from or made in connection with either the performance of the Services, or any payment or benefit received by the Supplier in respect of the Services; and

3.2.2 any liability for any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Supplier (or, where applicable, any Relevant Person) against the British Council arising out of or in connection with the provision of the Services, except where such claim is as a result of any act or omission of the British Council.

4 Price and Payment

4.1 Unless stated otherwise, the Charges are exclusive of value added tax (VAT) or any equivalent sales tax in any applicable jurisdiction.

4.2 Unless stated otherwise, the Supplier shall invoice for the Charges monthly in arrears and all such invoices shall be accompanied by a statement setting out the Services and/or Goods supplied in the relevant month in sufficient detail to justify the Charges charged.

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4.3 Subject to clause 4.4 below, the British Council shall, unless agreed otherwise by the parties in writing, pay each of the Supplier’s valid and accurate invoices by automated transfer into the Supplier’s nominated bank account no later than 30 days after the invoice is received.

4.4 Where there is an end client, the British Council shall not be obliged to pay any invoice to the extent that it has not received payment relating to that invoice from the end client.

4.5 If the British Council fails to pay any sum properly due and payable (other than any sum disputed in good faith) by the due date for payment, the Supplier may charge interest on the amount of any such late payment at the rate of 4% per annum above the official bank rate set from time to time by the Bank of England. Such interest will accrue from the date on which payment was due to the date on which payment is actually made. The parties hereby acknowledge and agree that this rate of interest is a substantial remedy for any late payment of any sum properly due and payable

4.6 Where the Supplier enters into a Sub-Contract, the Supplier shall:

4.6.1 pay any valid invoice received from its subcontractor within 30 days following receipt of the relevant invoice payable under the Sub-Contract; and

4.6.2 include in that Sub-Contract a provision requiring the counterparty to that Sub-Contract to include in any Sub-Contract which it awards provisions having the same effect as clause 4.6.1 of this Agreement.

4.7 In clause 4.6, “Sub-Contract” means a contract between two or more suppliers, at any stage of remoteness from the British Council in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Agreement.

5 Change Control

5.1 If either party wishes to change the scope or provision of the Services, it shall submit details of the requested change to the other in writing and such change shall only be implemented if agreed in writing by both parties acting reasonably.

6 Intellectual Property Rights

6.1 Subject to clause 7, each party shall give full disclosure to the other of all Background IPR owned by it which is relevant to the Project (and the Supplier shall give the British Council full disclosure of any Third Party IPR it intends to use).

6.2 All Background IPR and Third Party IPR is and shall remain the exclusive property of the party owning it.

6.3 Each party warrants to the other party that its Background IPR does not, so far as it is aware, infringe the rights of any third party and none of its Background IPR is the subject of any actual or, so far as it is aware, threatened challenge, opposition or revocation proceedings.

6.4 The Supplier hereby assigns to the British Council with full title guarantee by way of present and future assignment all its right, title and interest in and to the Project IPR.

6.5 The Supplier shall procure the waiver in favour of the British Council of all moral rights arising under the Copyright, Designs and Patents Act 1988, as amended and revised, or any similar provisions of law in any jurisdiction, relating to the Deliverables.

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6.6 The British Council hereby grants to the Supplier an irrevocable, royalty-free, non-exclusive, worldwide right and licence to use the Project IPR and the British Council’s Background IPR in, and to the extent necessary for, the performance of the Services.

6.7 The Supplier hereby grants to the British Council an irrevocable, royalty-free, non-exclusive, worldwide right and licence to use the Supplier’s Background IPR included in the Deliverables.

6.8 The Supplier is responsible for obtaining any licences, permissions or consents in connection with any Third Party IPR required by the Supplier and the British Council for use of the Deliverables (such licences, permissions or consents to be in writing, copies of which the Supplier shall provide to the British Council on request). In addition, the Supplier warrants that the provision of the Services, the Deliverables and/or the Goods does not and will not infringe any third party’s Intellectual Property Rights.

6.9 The Supplier warrants that it has in place contractual arrangements with all members of the Supplier’s Team assigning to the Supplier their Intellectual Property Rights and waiving their moral rights (if any) in the Deliverables such that the Supplier can enter into the assignments, licences and waivers set out in this clause 6.

6.10 The Supplier undertakes at the British Council’s request and expense to execute all deeds and documents which may reasonably be required to give effect to this clause 6.

6.11 Nothing in this Agreement shall prevent the Supplier from using any techniques, ideas or know-how gained during the performance of this Agreement in the course of its normal business, to the extent that it does not result in a disclosure of the British Council’s Confidential Information or an infringement of Intellectual Property Rights.

6.12 Each party shall promptly give written notice to the other party of any actual, threatened or suspected infringement of the Project IPR or the other party’s Background IPR of which it becomes aware.

7 Confidentiality

7.1 For the purposes of this clause 7:

7.1.1 the “Disclosing Party” is the party which discloses Confidential Information to, or in respect of which Confidential Information comes to the knowledge of, the other party; and

7.1.2 the “Receiving Party” is the party which receives Confidential Information relating to the other party.

7.2 The Receiving Party shall take all necessary precautions to ensure that all Confidential Information it receives under or in connection with this Agreement:

7.2.1 is given only to such of its staff (or, in the case of the Supplier, the Supplier’s Team) and professional advisors or consultants engaged to advise it in connection with this Agreement as is strictly necessary for the performance of this Agreement and only to the extent necessary for the performance of this Agreement; and

7.2.2 is treated as confidential and not disclosed (without the prior written consent of the Disclosing Party) or used by the Receiving Party or any member of its staff (or, in the case of the Supplier, the Supplier’s Team) or its professional advisors or consultants otherwise than for the purposes of this Agreement.

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7.3 The Supplier shall ensure that all members of the Supplier’s Team or professional advisors or consultants are aware of the Supplier’s confidentiality obligations under this Agreement.

7.4 The provisions of clauses 7.2 and 7.3 shall not apply to any Confidential Information which:

7.4.1 is or becomes public knowledge (otherwise than by breach of this clause 7);

7.4.2 was in the possession of the Receiving Party, without restriction as to its disclosure, before receiving it from the Disclosing Party;

7.4.3 is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;

7.4.4 is independently developed without access to the Confidential Information; or

7.4.5 must be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the Receiving Party.

7.5 In the event that the Supplier fails to comply with this clause 7, the British Council reserves the right to terminate this Agreement by notice in writing with immediate effect.

7.6 The provisions under this clause 7 are without prejudice to the application of the Official Secrets Act 1911 to 1989 to any Confidential Information.

7.7 The Supplier acknowledges that the British Council is subject to the Information Disclosure Requirements and shall assist and co-operate with the British Council to enable the British Council to comply with those requirements.

7.8 Where the British Council receives a Request for Information in relation to information that the Supplier or any of its sub-contractors is holding on behalf of the British Council and which the British Council does not hold itself, the British Council shall as soon as reasonably practicable after receipt and in any event within five calendar days of receipt, forward the Request for Information to the Supplier and the Supplier shall:

7.8.1 provide the British Council with a copy of all such information in the form that the British Council requires as soon as practicable and in any event within 10 calendar days (or such other period as the British Council acting reasonably may specify) of the British Council’s request; and

7.8.2 provide all necessary assistance as reasonably requested by the British Council to enable the British Council 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, as applicable.

7.9 The Supplier acknowledges that any lists or schedules provided by it outlining Confidential Information are of indicative value only and that the British Council may nevertheless be obliged to disclose the Supplier’s Confidential Information in accordance with the Information Disclosure Requirements:

7.9.1 in certain circumstances without consulting the Supplier; or

7.9.2 following consultation with the Supplier and having taken its views into account,

provided always that where clause 7.9.1 above applies, the British Council shall, in accordance with the recommendations of the Code, take reasonable steps to draw this to the attention of the Supplier after any such disclosure.

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7.10 The provisions of this clause 7 shall survive the termination of this Agreement, however arising.

8 Limitation of Liability

8.1 Nothing in this Agreement shall exclude or restrict the liability of either party to the other for death or personal injury resulting from negligence or for fraudulent misrepresentation or in any other circumstances where liability may not be limited under any applicable law.

8.2 Subject to clause 8.1, neither party shall be liable to the other whether in contract, tort, negligence, breach of statutory duty or otherwise for any indirect loss or damage, multiplication of compensatory damages, punitive or exemplary damages, fines, penalties, fees costs or expenses whatsoever or howsoever arising out of or in connection with this Agreement.

8.3 Subject to clauses 8.1 and 8.2, the British Council’s liability to the Supplier in respect of any one claim or series of linked claims under this Agreement (whether in contract, tort, negligence, breach of statutory duty or otherwise) shall not exceed an amount equal to the sum of the Charges paid or properly invoiced and due to be paid under this Agreement, plus any late payment interest properly chargeable under the terms of this Agreement, in the twelve (12) month period immediately preceding the event which gives rise to the relevant claim or series of linked claims.

9 Termination

9.1 Without prejudice to any other rights or remedies which the British Council may have, the British Council may terminate this Agreement without liability to the Supplier immediately on giving notice to the Supplier if:

9.1.1 the performance of the Services is delayed, hindered or prevented by a Force Majeure Event (as defined in clause 23) for a period in excess of 28 days;

9.1.2 where the Supplier is a company, there is a change of Control of the Supplier; or

9.1.3 the Supplier or any Relevant Person is:

(i) incapacitated (including by reason of illness or accident) from providing the Services for an aggregate period of five (5) Working Days in any two (2) week consecutive period;

(ii) convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);

(iii) in the reasonable opinion of the British Council or the End Client, negligent and incompetent in the performance of the Services; or

(iv) guilty of any fraud, dishonesty or serious misconduct.

9.2 Either party may give notice in writing to the other terminating this Agreement with immediate effect if:

9.2.1 the other party commits any material breach of any of the terms of this Agreement and that breach (if capable of remedy) is not remedied within 30 days of notice being given requiring it to be remedied (and where such breach is not capable of remedy, the terminating party shall be entitled to terminate the Agreement with immediate effect); or

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9.2.2 the other party becomes (or, in the reasonable opinion of the terminating party, is at serious risk of becoming) insolvent or unable to pay its debts as they fall due.

9.3 The British Council shall be entitled to terminate this Agreement at any time by serving not less than 30 days’ written notice on the Supplier.

9.4 The British Council shall be entitled to terminate this Agreement at any time with immediate effect (or with effect from such time as the British Council specifies in its notice of termination) by serving written notice on the Supplier if:

9.4.1 the British Council’s agreement with the End Client relating to the Services terminates;

9.4.2 the End Client or a provider of funding to the British Council for the Services instructs the British Council in writing to terminate this Agreement; or

9.4.3 if the funding for the Services is otherwise withdrawn or ceases.

9.5 Termination of this Agreement, however it arises, shall not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provision expressly stated to survive, or implicitly surviving, termination.

9.6 The British Council shall pay the Charges up to the effective date of termination. In addition, if the Agreement is terminated by the British Council pursuant to paragraph 1.2 of the Special Terms (Schedule 1) or by the Supplier pursuant to clause 9.2 above, the British Council shall reimburse the Supplier for the reasonable costs or expenses that the Supplier can demonstrate that it has properly incurred specifically for the purposes of the Project and which it cannot recover or which it cannot utilise in connection with another British Council project provided that the Supplier shall use its reasonable endeavours to mitigate the level of such costs and expenses.

10 Data Processing

10.1 In this clause:

10.1.1 “Controller” means a “controller” for the purposes of the GDPR (as such legislation is applicable);

10.1.2 “Data Protection Legislation” shall mean any applicable law relating to the processing, privacy and use of Personal Data, as applicable to either party or the Services under this Agreement, including the DPA and/or the GDPR, and /or any corresponding or equivalent national laws or regulations; and any laws which implement any such laws; and any laws that replace, extend, re-enact, consolidate or amend any of the foregoing; all guidance, guidelines, codes of practice and codes of conduct issued by any relevant regulator, authority or body responsible for administering Data Protection Legislation (in each case whether or not legally binding);

10.1.3 “Data Subject” has the same meaning as in the Data Protection Legislation;

10.1.4 “DPA” means the UK Data Protection Act 2018;

10.1.5 “GDPR” means the General Data Protection Regulation (EU) 2016/679;

10.1.6 “Personal Data” means “personal data” (as defined in the Data Protection Legislation) that are Processed under this Agreement;

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10.1.7 “Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, corruption, loss, alteration, unauthorised disclosure of unauthorised access, attempted access (physical or otherwise) or access to, Personal Data transmitted, stored or otherwise processed;

10.1.8 “Processing” has the same meaning as in the Data Protection Legislation and “Process” and “Processed” shall be construed accordingly;

10.1.9 “Processor” means a “processor” for the purposes of the GDPR (as such legislation is applicable); and

10.1.10 “Sub-Processor” means a third party engaged by the Processor to carrying out Processing activities in respect of the Personal Data on behalf of the Processor;

10.2 For the purposes of the Data Protection Legislation, the British Council is the Controller and the Supplier is the Processor in respect of the Personal Data.

10.3 Details of the subject matter and duration of the Processing, the nature and purpose of the Processing, the type of Personal Data and the categories of Data Subjects whose Personal Data is being Processed in connection with this Agreement are set out in Schedule 5 of this Agreement.

10.4 The Supplier shall comply with its obligations under the Data Protection Legislation and shall, in particular:

10.4.1 Process the Personal Data only to the extent, and in such manner, as is necessary for the purpose of carry out its duties under this Agreement and in accordance with the British Council’s written instructions and this clause (unless otherwise required by European Union laws or the laws of the European jurisdiction in which the Supplier Processes the Personal Data; or unless otherwise required by laws outside the European Union in which the Supplier Processes the Personal Data as referred to in 10.9);

10.4.2 implement appropriate technical and organisational measures in accordance with the Data Protection Legislation to ensure a level of security appropriate to the risks that are presented by such Processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data, taking into account the state of the art, the costs of implementation, the nature, scope, context and purposes of Processing and the likelihood and severity of risk in relation to the rights and freedoms of the Data Subjects;

10.4.3 not transfer the Personal Data outside of the European Economic Area without the prior written consent of the British Council and where such consent is given the Supplier shall;

(i) provide appropriate safeguards in relation to the transfer;

(ii) ensure the Data Subject has enforceable rights and effective legal remedies;

(iii) comply with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred;

(iv) comply with reasonable instructions notified to it in advance by the British Council with respect to the Processing of the Personal Data; and

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(v) only transfer Personal Data outside the European Economic Area provided that it meets the relevant requirements under Articles 44 to 50 of the GDPR;

10.4.4 ensure that any employees or other persons authorised to Process the Personal Data are subject to appropriate obligations of confidentiality;

10.4.5 not engage any Sub-Processor to carry out its Processing obligations under this Agreement without obtaining the prior written consent of the British Council and, where such consent is given, procuring by way of a written contract that such Sub-Processor will, at all times during the engagement, be subject to data Processing obligations equivalent to those set out in this clause and may upon request provide evidence of the same to the British Council within three working days;

10.4.6 notify the British Council, as soon as reasonably practicable, about any request or complaint received by the Supplier or a Sub-Processor from Data Subjects without responding to that request (unless authorised to do so by the British Council) and assist the British Council by technical and organisational measures, insofar as possible, for the fulfilment of the British Council's obligations in respect of such requests and complaints including where the requests and/or complaint was received by the Supplier, a Sub-Processor or the British Council;

10.4.7 notify the British Council immediately on becoming aware of a Personal Data Breach;

10.4.8 assist the British Council in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, Personal Data Breach notifications, impact assessments and consultations with supervisory authorities or regulators;

10.4.9 maintain accurate written records of the Processing it carries out in connection with this Agreement and on request by the British Council, make available all information necessary to demonstrate Supplier's compliance under Data Protection Legislation and the terms of this Agreement.

10.5 The Supplier and its Sub-Processors shall allow for and contribute to audits, including inspections, by the British Council (or its authorised representative) in relation to the Processing of the British Council’s Personal Data by the Supplier and its Sub-Processors to support the Supplier in their compliance of clause 10.4.9.

10.6 On termination or expiry of this Agreement, the Supplier (or any Sub-Processor) shall, except to the extent it is required to retain a copy by law, stop Processing the Personal Data and return and/or destroy it at the request of the British Council. The Supplier shall provide confirmation of destruction of any other copies including details of the date, time and method of destruction.

10.7 In the event of a notification under clause 10.4, the Supplier shall not notify the Data Subject or any third party unless such disclosure is required by Data Protection Legislation or other law or is otherwise approved by the British Council.

10.8 The Supplier warrants that in carrying out its obligations under this Agreement it will not breach the Data Protection Legislation or do or omit to do anything that might cause the British Council to be in breach of the Data Protection Legislation.

10.9 If the Supplier believes it is under a legal obligation to Process the Personal Data other than in accordance with the British Council’s instructions it will provide the British Council with details

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of such legal obligation, unless the law prohibits such information on important grounds of public interest;

10.10 The Supplier shall indemnify and keep indemnified the British Council and the British Council Entities against all Personal Data losses suffered or incurred by, awarded against or agreed to be paid by, the British Council or British Council Entities arising from a breach by the Supplier (or any Sub-Processor) of (a) its data protection obligations under this Agreement; or (b) the Supplier (or any Sub-Processor acting on its behalf) acting outside or contrary to the lawful instruction of the British Council.

10.11 These clauses may be amended at any time by the British Council giving at least 30 days’ written notice to the other stating that applicable controller to processor standard clauses laid down by the European Commission or adopted by the UK Information Commissioner’s office or other supervisory authority are to be incorporated into this Agreement and replace clauses 10.1 to 10.4.9 above.

11 Anti-Corruption, Anti–Collusion and Tax Evasion

11.1 The Supplier undertakes and warrants that it and any Relevant Person has not offered, given or agreed to give (and that it and any Relevant Person will not offer, give or agree to give) to any person any gift or consideration of any kind as an inducement or reward for doing or forbearing to do anything in relation to the obtaining of this Agreement or the performance by the Supplier of its obligations under this Agreement.

11.2 The Supplier acknowledges and agrees that British Council may, at any point during the term of this Agreement and on any number of occasions, carry out searches of relevant third party screening databases (each a “Screening Database”) to ensure that neither the Supplier, any Relevant Person, nor the Supplier’s and any Relevant Person’s directors or shareholders (where applicable) are listed as being a politically exposed person, disqualified from being a company director, involved with terrorism, financial or other crime, subject to regulatory action or export, trade or procurement controls or otherwise representing a heightened risk of involvement in illegal activity (together, the “Prohibited Entities”).

11.3 The Supplier warrants:

11.3.1 that it, and any Relevant Person, will not make payment to, transfer property to, or otherwise have dealings with, any Prohibited Entity;

11.3.2 that it, and any Relevant Person, has and will retain in place, and undertakes that it, and any Relevant Person, will comply with, policies and procedures to avoid the risk of bribery (as set out in the Bribery Act 2010), tax evasion (as set out in the Criminal Finances Act 2017) and fraud within its organisation and in connection with its dealings with other parties, whether in the UK or overseas; and

11.3.3 that it, and any Relevant Person, has not engaged and will not at any time engage, in any activity, practice or conduct which would constitute either:

(i) a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017; or

(ii) a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017; and

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11.3.4 that it, and any Relevant Person, has not colluded, and undertakes that it will not at any time collude, with any third party in any way in connection with this Agreement (including in respect of pricing under this Agreement).

11.3.5 Nothing under this clause 11.3 is intended to prevent the Supplier from discussing the terms of this Agreement and the Supplier’s pricing with its professional advisors.

11.4 If the Supplier, or any Relevant Person is listed in a Screening Database for any of the reasons set out in clause 11.2 or breaches any of its obligations set out in clause 11.3, it shall promptly notify the British Council of any such listing(s) or breach(es) and the British Council shall be entitled to takes the steps set out at clause 11.5 below.

11.5 In the circumstances described at clause 11.3, and without prejudice to any other rights or remedies which the British Council may have, the British Council may:

11.5.1 terminate this Agreement without liability to the Supplier immediately on giving notice to the Supplier; and/or

11.5.2 require the Supplier to take any steps the British Council reasonably considers necessary to manage the risk to the British Council of contracting with the Supplier (and the Supplier shall take all such steps and shall if required provide evidence of its compliance); and/or

11.5.3 reduce, withhold or claim a repayment (in full or in part) of the charges payable under this Agreement; and/or

11.5.4 share such information with third parties.

11.6 The Supplier shall provide the British Council with all information reasonably requested by the British Council to complete the screening searches described in clause 11.2.

11.7 Without limitation to clauses 11.1, 11.2, 11.3, 11.4, 11.5, and 11.6 above, the Supplier shall ensure that all Relevant Persons involved in providing the Services or otherwise in connection with this Agreement have been vetted and that due diligence is undertaken on a regular continuing basis to such standard or level of assurance as is reasonably necessary in relation to a person in that position in the relevant circumstances.

11.8 For the purposes of this clause 11, the expression “Relevant Person” shall mean all or any of the following: (a) Relevant Persons; and (b) any Relevant Person employed or engaged by a Relevant Person.

12 Safeguarding and Protecting Children and Vulnerable Adults

12.1 The Supplier will comply with all applicable legislation and codes of practice, including, where applicable, all legislation and statutory guidance relevant to the safeguarding and protection of children and vulnerable adults and with the British Council’s Child Protection Policy, as notified to the Supplier and amended from time to time, which the Supplier acknowledges may include submitting to a check by the UK Disclosure & Barring Service (DBS) or the equivalent local service; in addition, the Supplier will ensure that, where it engages any other party to supply any of the Services under this Agreement, that that party will also comply with the same requirements as if they were a party to this Agreement.

13 Anti-slavery and human trafficking

13.1 The Supplier shall:

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13.1.1 ensure that slavery and human trafficking is not taking place in any part of its business or in any part of its supply chain;

13.1.2 implement due diligence procedures for its own suppliers, subcontractors and other participants in its supply chains, to ensure that there is no slavery or human trafficking in its supply chains;

13.1.3 respond promptly to all slavery and human trafficking due diligence questionnaires issued to it by the British Council from time to time and ensure that its responses to all such questionnaires are complete and accurate; and

13.1.4 notify the British Council as soon as it becomes aware of any actual or suspected slavery or human trafficking in any part of its business or in a supply chain which has a connection with this Agreement.

13.2 If the Supplier fails to comply with any of its obligations under clause 13.1, without prejudice to any other rights or remedies which the British Council may have, the British Council shall be entitled to:

13.2.1 terminate this Agreement without liability to the Supplier immediately on giving notice to the Supplier; and/or

13.2.2 reduce, withhold or claim a repayment (in full or in part) of the charges payable under this Agreement; and/or

13.2.3 share with third parties information about such non-compliance.

14 Equality, Diversity and Inclusion

14.1 The Supplier shall ensure that it does not, whether as an employer or provider of services and/or goods, discriminate within the meaning of the Equality Legislation.

14.2 The Supplier shall comply with any equality or diversity policies or guidelines included in the British Council Requirements.

15 Assignment

15.1 The Supplier shall not, without the prior written consent of the British Council, assign, transfer, charge, create a trust in, or deal in any other manner with all or any of its rights or obligations under this Agreement.

15.2 The British Council may assign or novate this Agreement to: (i) any separate entity Controlled by the British Council; (ii) any body or department which succeeds to those functions of the British Council to which this Agreement relates; or (iii) any provider of outsourcing or third party services that is employed under a service contract to provide services to the British Council. The Supplier warrants and represents that it will (at the British Council’s reasonable expense) execute all such documents and carry out all such acts, as reasonably required to give effect to this clause 15.2.

16 Waiver

16.1 A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.

17 Entire agreement

17.1 This Agreement and any documents referred to in it constitute the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and

British Council RFP – Revised March 2019 30

supersede, cancel and replace all prior agreements, licences, negotiations and discussions between the parties relating to it. Each party confirms and acknowledges that it has not been induced to enter into this Agreement by, and shall have no remedy in respect of, any statement, representation, warranty or undertaking (whether negligently or innocently made) not expressly incorporated into it. However, nothing in this Agreement purports to exclude liability for any fraudulent statement or act.

18 Variation

18.1 No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties.

19 Severance

19.1 If any provision of this Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Agreement, and the validity and enforceability of the other provisions of the Agreement shall not be affected.

20 Counterparts

20.1 This Agreement may be executed in counterparts, each of which when executed shall constitute a duplicate original, but all counterparts shall together constitute one agreement. Where this Agreement is executed in counterparts, following execution each party must promptly deliver the counterpart it has executed to the other party. Transmission of an executed counterpart of this Agreement by email in PDF, JPEG or other agreed format shall take effect as delivery of an executed counterpart of this Agreement.

21 Third party rights

21.1 Subject to clause 1.2.4, this Agreement does not create any rights or benefits enforceable by any person not a party to it except that a person who under clause 15 is a permitted successor or assignee of the rights or benefits of a party may enforce such rights or benefits.

21.2 The parties agree that no consent from the British Council Entities or the persons referred to in this clause is required for the parties to vary or rescind this Agreement (whether or not in a way that varies or extinguishes rights or benefits in favour of such third parties).

22 No partnership or agency

22.1 Nothing in this Agreement is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power) and neither party shall incur any expenditure in the name of or for the account of the other.

23 Force Majeure

23.1 Subject to clauses 23.2 and 23.3, neither party shall be in breach of this Agreement if it is prevented from or delayed in carrying on its business by acts, events, omissions or accidents beyond its reasonable control (a “Force Majeure Event”) including (insofar as beyond such control but without prejudice to the generality of the foregoing expression) strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, volcanic ash, earthquake, explosion, terrorist act,

British Council RFP – Revised March 2019 31

compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.

23.2 A party that is subject to a Force Majeure Event shall not be in breach of this Agreement provided that:

23.2.1 it promptly notifies the other party in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance;

23.2.2 it could not have avoided the effect of the Force Majeure Event by taking precautions which, having regard to all the matters known to it before the Force Majeure Event, it ought reasonably to have taken, but did not; and

23.2.3 it has used all reasonable endeavours to mitigate the effect of the Force Majeure Event, to carry out its obligations under this Agreement in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible.

23.3 Nothing in this clause 23 shall excuse a party for non-performance (or other breach) of this Agreement if such non-performance (or other breach) results from the acts or omissions of any of that party’s consultants and/or sub-contractors (except where such acts or omissions are caused by any of the circumstances specifically listed in clause 23.1).

24 Notice

24.1 Notice given under this Agreement shall be in writing, sent for the attention of the person signing this Agreement on behalf of the recipient party and to the address given on the front page of this Agreement (or such other address or person as the relevant party may notify to the other party) and shall be delivered:

24.1.1 personally, in which case the notice will be deemed to have been received at the time of delivery;

24.1.2 by pre-paid, first-class post if the notice is being sent to an address within the country of posting, in which case the notice will be deemed to have been received at 09:00 in the country of receipt on the second (2nd) normal working day in the country specified in the recipient’s address for notices after the date of posting; or

24.1.3 by international standard post if being sent to an address outside the country of posting, in which case the notice will be deemed to have been received at 09:00 in the country of receipt on the seventh (7th) normal working day in the country specified in the recipient’s address for notices after the date of posting.

24.2 To prove service of notice, it is sufficient to prove that the envelope containing the notice was properly addressed and posted or handed to the courier.

25 Governing Law and Dispute Resolution Procedure

25.1 This Agreement and any dispute or claim (including any non-contractual dispute or claim) arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the laws of England and Wales.

25.2 Subject to the remainder of this clause 25, the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including any non-contractual dispute or claim) that arises out of or in connection with this Agreement or its subject matter.

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25.3 In the event that any claim or dispute arises out of or in connection with this Agreement, the parties shall, following service of written notice by one party on the other, attempt to resolve amicably by way of good faith negotiations and discussions any such dispute or claim as soon as reasonably practicable (and in any event within 14 calendar days after such notice or by such later date as the parties may otherwise agree in writing). If the parties are unable to resolve the dispute or claim in accordance with this clause 25.3, either party may commence proceedings in accordance with clause 25.2.

25.4 Nothing in this clause 25 shall prevent either party from applying at any time to the court for injunctive relief on the grounds of infringement, or threatened infringement, of the other party's obligations of confidentiality contained in this Agreement or infringement, or threatened infringement, of the applicant's Intellectual Property Rights.

British Council RFP – Revised March 2019 33

Schedule 5

Data Processing Schedule

Description Details

Duration of Processing16/03/2020 – 15/03/2023

Nature/purpose of ProcessingThe purpose will include interviewing stakeholders in the FE/TVET sector, conferring with client, recording, exchanging correspondence.]

Type of Personal DataName, address, phone number, email, bank details, employment details

Categories of Data SubjectsStaff (including volunteers, agents, andtemporary workers), customers/ clients, government civil servants.

Countries or International Organisations Personal Data will be transferred to

N/A

Sub-ProcessorsN/A

Annex 2 – British Council Research and Evaluation Ethics policy

About Research and Evaluation at the British Council

The British Council supports, commissions and contracts research both internally and through

external strategic or tendered partnerships. Our research strategy covers themes and geographical

areas of contemporary importance to ourselves and our UK and global partners and aims to provide

evidence and insight to inform our programme activity and policy dialogues, as well as context for our

understanding of the global landscapes in which we work.

Research1 occurs across the British Council in a variety of ways and for a variety of purposes, from

market research to thought leadership. Research can inform us about trends and developments

across our areas of work as well as about the effectiveness of our programmes through evaluations

and impact reports, and our research can be generated either for internal purposes or for sharing with

diverse external audiences. Although the formulation, participants, and conduct of the research will be 1 Frascati Manual definition of Research can be found here: http://www.keepeek.com/Digital-Asset-Management/oecd/science-and-technology/frascati-manual-2002_9789264199040-en#page31

British Council RFP – Revised March 2019 34

different depending on its purpose, all research and evaluation projects will adhere to the same set of

organisational ethics principles and be in line with this Ethics Policy for the global organisation.

The executive summary, below, is to be included in the procurement terms of reference for all funded

and gratis research and projects and evaluations offered for tender, and in the contracts with all

research partners successful in these bids or in gaining funding for research and evaluation purposes

from the British Council.

1.1 Executive Summary

1.2 a. Remit of this Policy

This Policy has been prepared in line with the Concordat to support Research Integrity i and the

RCUK Code of Conductii and has been drafted with consideration to the DfID review of Research and

Evaluation ethics. It is held in line with the Human Rights Act and the Universal Declaration of Human

Rightsiii, particularly article 53 ‘Declaration on the Right and Responsibility of Individuals, Groups and

Organs of Society to Promote and Protect Universally Recognized Human Rights and Fundamental

Freedoms’.

This policy is to be agreed to by those we contract for research and evaluation purposes. Clarification

about what research the British Council does not fund and the parameters in this regard should be

sought from the secretary of the Research Board.

This Policy should be held in alignment to the British Council’s Code of Conduct, Global Policy

frameworkiv - with particular reference to the Child Protection policy, Information Security and

Management policy, the Equality policy, and their respective processes.

The British Council may conduct research in difficult or high risk operating environments as it aligns to

the geographies in which we work and the ODA principles of our funding, and where research

correlates to the key subjects of our concern (security/stability). These factors may entail a risk to

researchers, participants and others (e.g. potentially stigmatised or marginalised groups) as a result

of potential participation, knowledge exchange, impact and dissemination activity, and information

relating to all these factors should be considered as part of the ethical information submitted in the

research proposal by the managing department , country office or strategic business unit.

i UK Research Integrity Office, Concordat to Support Research Integrity, ‘Devised by the UK Government, Universities UK, Research Councils UK, the National Institute for Health Research, the Wellcome Trust and other key stakeholders, it sets out five commitments that those engaged in research should make to help ensure that the highest standards of rigour and integrity are maintained. These key commitments apply to researchers, their employers and funding bodies alike’. http://ukrio.org/our-work/the-concordat-to-support-research-integrity/ ii Research Councils UK, RCUK Policy and Code of Conduct on the Governance of Good Research Conduct http://www.rcuk.ac.uk/publications/researchers/grc/ iii United Nations General Assembly, Universal Declaration of Human Rights, 1948, http://www.un.org/en/universal-declaration-human-rights/index.html iv British Council Global Policy Framework, http://intranet.britishcouncil.org/policies/Pages/Default.aspx

British Council RFP – Revised March 2019 35

1.3 b. Requirements for all research projects and evaluations:

In line with this policy, every research project must consider as part of the written brief for the researcher(s) the ethical implications of the research and demonstrate such in their ethical paperwork. The detail required will vary according to the subject of the research project, but may include aspects of informed consent and participant anonymity and security, legal obligations, local contextual considerations and reactions to the research.

All projects involving participants – whether connected to British Council programmes or not – must complete

o a participant information and consent form unless it is deemed unsafe or unethical for them to do so (see research in high risk contexts).

o a fieldwork risk assessment form. All policy requirements, costs and capacity for assuring ethics must be worked into

research or programme plans and into contract terms where the research or evaluation is part of an FCR contract. Please allow for project any costs for the time and expense of colleagues to review the ethics in this way.

1.4 c. Do no harm

Do no harmv is a term and principle which considers a number of ways in which donors might inadvertently ‘do harm’ in situations of conflict and fragility. It examines some of the ‘do no harm’ dilemmas facing donors, and looks at programming approaches that have been used to avoid harm and contribute to peace and stability.vi

1.5 British Council global research and evaluation principles:

To be observed and adhered to by all those managing commissioned researchers, conducting

research or disseminating or publishing research in the British Council.

The British Council Research principles are aligned to and reflect the Concordat to Support Research

Integrity:vii

1) Maintaining the highest standards of rigour and integrity in all aspects of research;

2) The dignity, rights, safety and wellbeing of participants must be a primary consideration in any

research study and, as such, are integral to the British Council’s research ethics review process. All

participants must be warned in advance about any potential risks of harm:

Risk of harm may include: physical or mental harm caused by the research practice or contents of the

research methods; risk of retaliation due to exposed identity in a research project; risk of information

v Anderson, M, B, 1999, Do no harm: How Aid can support peace – or warAlso cited in DfID Briefing paper, 2010, Working effectively in conflict-affected and fragile situations, http://www.gsdrc.org/docs/open/con77.pdf vi Do No Harm Principles http://www.gsdrc.org/docs/open/con77.pdf vii UK Research Integrity Office, Concordat to Support Research Integrity, http://ukrio.org/our-work/the-concordat-to-support-research-integrity/ Also hosted at http://www.universitiesuk.ac.uk/highereducation/Documents/2012/TheConcordatToSupportResearchIntegrity.pdf

British Council RFP – Revised March 2019 36

sharing and data protection; risk of exposure to adult subjects (in the case of youth participants);

reputational risk.

Participants must be given the option to not participate in the research following a briefing and to

withdraw their participation at any time during the process. Participants must be given the option for

their involvement to remain anonymous.

Particular sensitivity to safeguarding and consent should be applied if any or a combination of the

following apply in the research project: working with young people and in schools, working with

sensitive groups (religious/political), risk involved to participant identity in quoting interviews, use of

photographs or visual identification such as film.

3) Ensuring that research is conducted according to appropriate legal and professional frameworks,

obligations and standards, and that the potential risks (including physical, psychological, professional,

reputational and legal risks) have been considered and how those will be mitigated.

4) Supporting a research environment that is underpinned by a culture of integrity and based on good

governance, best practice and support for the development of researchers;

5) Using transparent, robust and fair processes to deal with allegations of research misconduct should

they arise;

6) Working together to strengthen the integrity of research and to reviewing progress regularly and

openly.

7) If the research is undertaken with an appropriate partner, consultant, or organisation, that appropriate process and principles are followed to form a partnership or procurement process with this organisation.

8) The research practice, the collection and management of participant and partner information, and publication adhere to the Data Protection Act and the following regulations:

a. Any conflict of interest is declared;b. Research, data collection and management adheres to the legal and regulatory frameworks,

including the Data Protection Act;c. Data is collected through open and transparent means and consent is obtained even when

accessing secondary data. This includes data gained through twitter campaigns, social media platforms, from mobile devices and in email communications.

i. Where media data is collected for research or evaluation purposes, this must be stated in the information about the campaign, programme material or in an information sheet, and participants offered the chance for their data to be excluded;

ii. Where data already collected or to be captured deliberately or otherwise from media, social media or electronic devices is requested for the purposes of research or evaluation, written consent must be gained from those participants and full disclosure of the purposes of that research project provided.

iii. Data gathered via social media for purposes greater than analysis of reach or engagement numbers, which may reveal users twitter or full identity or be recognisable sentiments, should be avoided at this point. The British Council is reviewing its digital strategy and position and has sought guidance from the

British Council RFP – Revised March 2019 37

Academy of Social Sciences’ Social Media Ethics in Research positionviii but is not currently in a position as yet to encrypt or protect social media data which could expose participants’ identities.

d. All sources of ideas, data, information, text or other intellectual property are comprehensively referenced, including previous British Council reports and digital sources including social media;

e. The input of authors and other contributors to the research is acknowledged to ensure fairness, transparency and accountability;

f. All participants (surveyed or interviewed) are briefed on the purpose of the report, have the right to remain anonymous, and receive the research findings;

g. The research report, the data set, and the methodical notes are appropriately archived.

9) The research purpose and audiences are clearly stated, and the research question is formed in response to a problem, knowledge gap or information need.

In addition that:a. It is aligned to British Council strategy, demonstrates value to the UK, informs a priority area,

and is of use to the country/s of originb. The research outputs are actionable and can be learned fromc. Work is not duplicated, new knowledge or evidence is createdd. A distinction is made between research, market insight reports, and monitoring and evaluation.

10) The research is of high quality and is reviewed before publication to consider the risks and implications, and a detailed M&E and communications plan are developed.

The research cycle to entail (where appropriate):a. As part of the question forming, a literature review is conducted b. Where relevant, the research should have a clear testable hypothesis/esc. Finalised reports are properly peer reviewed before publication and made available as models

to others d. Research data should be validated and stored appropriately, and provision to delete records

made. This includes research data gathered through mobile and digital devices, and social media methods (see section on digital and social media use in research)ix

e. Data is represented in its entirety, any misinterpretation is avoided.

11) The research report is disseminated to relevant stakeholders

a. The communication of the research should be considered in the overall planning at the outset of the project

b. Research reports funded by the FCO grant should be made freely availablec. Research funded through other sources should be made available where possible

(acknowledging that this may be on a paid-for basis)d. Research should be disseminated to appropriate audiences, including internal audiences, to

ensure maximum impact and use of the research.

viii Social media and ethics policy ESRC /ACSS.ix See guidance from Universities UK on storage of sensitive research data and material http://www.universitiesuk.ac.uk/highereducation/Documents/2012/OversightOfSecuritySensitiveResearchMaterial.pdf

British Council RFP – Revised March 2019 38

12) The research skills of British Council staff are developed throughout

a. The research skills of British Council staff are developed and supported throughout a research project,

b. All British Council commissioned or conducted research should aim to involve British Council staff at some level in order to build the capacity of staff and underpin our ambition to be an evidence-based organisation.

1.6 When to use this policy and how to assure a research project or evaluation

All research projects and evaluations, and research or evaluation components of programmes in

development or delivery should adhere to the principles set out in this policy.

To that end, all staff commencing or involved in research activity under any of the categories below

(see: Implications and Applications) must assess the level of ethical risk of their project recognising

there are specific ethical concerns attached to research and evaluation activity before the project

starts.

1.7 Who is responsible for assessing and mitigating ethical risk and review?

Research conducted by British Council staff: the British Council staff member carrying out the research – in the UK or in country.

Research commissioned by the British Council: the Researcher or Research Organisation contracted or commissioned to carry out the research – in the UK or in country; checked by the British Council staff member who has commissioned the research (see below).

Fieldwork or in country studies: the researcher or research organisation is responsible for assessing ethical concerns and assuring ethical research conduct of all third parties commissioned to carry out fieldwork in country; the researcher should be provided with a contact from the British Council country office if the British Council staff member managing the researcher is not based in the country in question.

Research funded by the British Council in scholarship (i.e Newton): the researcher or research organisation in receivership of the scholarship or fund.

Research which is high risk or sensitive: whether carried out by the British Council or commissioned with a partner, responsibility for following procedure to assure ethical conduct for high risk or sensitive research (see criteria below) is held jointly by the British Council and the commissioning partner, if contracted.

o Commissioning partner undertakes the ethical assessment of the project and undertakes to monitor and mitigate ethical risks during the research practice, reporting regularly to the Project Manager and to an in country contact (if not in the same country). Documentation proving ethical assessment procedure and the project’s compliance must be submitted and reviewed prior to project completion.

o The British Council project manager must review the ethical assessment of the project with the lead researcher and British Council country office (if fieldwork is conducted in country) and

Set regular mandatory meeting dates for ethical risk review during the project; Seek the advice of the British Council Research board secretary. Refer any high level project risks to the SRO of the project for their decision to

mitigate or proceed if in delivery.

British Council RFP – Revised March 2019 39

1.8 What level of ethical review does my project need?

Not all research projects carry the same level of ethical risk and the British Council appreciates that

many projects will not require action. However, all research projects must operate ‘check and go’ to

determine any actions needed:

Low risk projectsThe research project is classed as low risk if it does not involve:

direct contact or primary research with human/animal participants e.g if it is a desk based review with consideration for any anonymity required of sources

access to identifiable personal data for living individuals not already in the public domain increased danger of physical or psychological harmx for researcher(s) or subject(s) as a result

of the research subject, methodology, information use or publication research into high risk or sensitive geographies.

ACTION: In the case of research and evaluation projects with low ethical risk the staff member

managing the research project should tolerate the risk and no further review is required unless the nature of the research subject or practice should change. The same action applies if the project is being carried out by a commissioned research partner.

Medium risk projects:

The research project does involve contact with or primary research or fieldwork undertaken with human/animal participants but does not involve any of the other conditions detailed the Secure or Sensitive criteria.

ACTION: All research is carried out in accordance with this policy and within the bounds of those cited in

it which support it (see Executive Summary). All research staff and in country staff, including any third parties, support staff involved in

research activity and partners are briefed about the research project in confidence including the do no harm principles (see ‘Do No Harm’ above).

All research projects gathering primary or secondary information from participants inform and gain the consent of participants to take part in the study, and submit participant information and consent forms, and a fieldwork risk assessment form, to the secretary of the British Council research board.

Staff carrying out research must respect the participant’s right to withdraw from the research at any time without adverse consequences to the participant and with ongoing protection of participant information.

All data from living participants gathered must be anonymised at the point of collection and stored under encryption in a secure online system (see data protection policy for more info).

Researchers must report any concerns about breaches to the ethical policy as per their research organisation’s ethics procedure to the staff responsible for the project and the secretary of the British Council Research Board.

1.9 Transferring risk in projects with research partners

If the research or evaluation is commissioned by the British Council and conducted by an external

partner individual or organisation, the assurance of research and evaluation ethics and the monitoring

and mitigation of risk procedure is transferred to the research individual or organisation as they are

closest to the research process and participants.

x Do No Harm principles, http://www.gsdrc.org/docs/open/con77.pdf

British Council RFP – Revised March 2019 40

The researcher or research organisation must:

1. Supply a written or soft copy of their ethics policy and procedure to the British Council project manager, and evidence that they have assessed the research project or evaluation in question against these procedures. This documentation must be stored securely.

2. The project manager who is contracting the researcher or organisation should check that the ethics procedure of the organisation complies with the

3. Highlight any high level risks to the British Council Project Manager who is their main contact – who will refer to the SRO or British Council risk team if necessary.

4. Hold insurance compliant with British Council partnership standards.

1.10 Secure and sensitive projects

Projects must be submitted for full ethical review to the secretary of the Research Board if they are

found to be classified as ‘secure and sensitive’ because they involve one or more of the criteria below.

The secretary will seek advice and review services from the RC Research Integrity Office to treat the

ethical risks:

Secure and sensitive programmes include research practice or information which: Is conducted or involves fieldwork in geographically high-risk locations Presents significantly increased danger of physical or psychological harm for researcher(s) or

subject(s), either from their association with the research process or from publication of research findings

Allows access to identifiable personal data for living individuals (avoidable: see medium risk) Is commissioned under an EU security call Involves the acquisition of security clearances Is commissioned by the military or an intelligence agency or body Concerns threat from or study of terrorist or extreme groups Concerns participants who are children under 18 or subjects who may unable to give fully

informed consent or adults unable to give fully informed consent Concerns prisoners or others in custodial care (e.g. young offenders) Concerns animals or human physical contact Scores high risk on the British Council’s project risk register (whole programme or for the

research component alone) Is subject to another risk or concern identified by the staff member or country office

responsible for managing the research.

ACTION:

If the research projects ticks any or several of the criteria above, the staff member carrying out or

commissioning the research must:

Complete a research and evaluation risk assessment form and determine mitigation actions; Discuss the resulting assessment with their senior line manager, the SRO of the project if in

delivery, and any research partners involved in the research to approve or escalate the actions;

Notify the secretary of the Research Board about the project and seek advice from the research board secretary about how to proceed with the project.

British Council RFP – Revised March 2019 41

1.11 Implications and Applications of this Ethics policy for those commissioning and managing research in the British Council:

All contracted or commissioned research organisations must have an operational policy and procedure for assuring ethical conduct in research practice and publication, and submit this to the British Council upon application as an appendix. This must be approved for the research contract to be awarded and reviewed prior to the research project commencing.

The organisation’s policy must align with the Research principles of the British Council (above) and the procedures for upholding it must ensure that the principles can be upheld – particularly in terms of ensuring informed consent of participants, data protection, and conducting research in sensitive contexts. A written account with specific detail of the organisation’s ethical procedures must be submitted with the ethics policy.

Where the research project or participant sample is deemed to be high risk or sensitive, certain components of the research to be reviewed by the British Council staff responsible for managing the project:

a) Any participant survey or questionnaire to be reviewed prior to use, and a paragraph on confidentiality included (see appendix a: preparing a participant information form)

b) Participant information and consent forms to be reviewed, and complete set of responses spot checked;

c) Collected data to be subject to a spot check & QA.

1.12 Reporting ethical breach:

Researchers must report any concerns about breaches to the ethical policy as per their research

organisation’s ethics procedure and to the British Council staff responsible for the research project or

evaluation who will be a) a country office contact if the researcher is engaged in fieldwork; b) the

project manager or commissioner if in the same country.

1.13 For those managing research elements or evaluations of programmes in Delivery:

As with the above section a) the contracted research organisation or entity to have a policy and procedure for ensuring participant information and consent, and a copy of the ethics assurance to be obtained prior to the research commencing.

The project manager must complete a research risk assessment and register all research ethics risks determined in line with this policy alongside other project risks on the risk register at the start of the project, and update this throughout the project.

Participants should be provided with a copy of the final report and data, unless it is deemed a risk to their safety to transmit this information – or a risk to others.

The Project Manager and Researchers must take measures to ensure confidentiality, privacy and data protection and retention during and beyond the end of the project – including in data sharing and linkage, and that all participants are informed if and for how long their data will be archived for. The British Council requires this in alignment with the European Social Research Council’s (ESRC’s) Research Data Policyxi.

Should a research strand be added to or become part of an existing British Council Programme or Project later into the project design, consent of participants must still be obtained before any research activity or data collection commences, or any participant data is used. Researchers or the Research team should obtain this consent with the appropriate Programme or Project Manager, where appropriate with guidance from the Research Governance Board.

xi Economic and Social Research Council, Research Data Policy, http://www.esrc.ac.uk/funding/guidance-for-grant-holders/research-data-policy/

British Council RFP – Revised March 2019 42

1.14 For those communicating or publishing research:

This includes use of research in any partially or fully publically visible or accessible medium. If the research has been commissioned or conducted by the British Council (see a and b,

above) a light content review of the final publication and data should be carried out by staff communicating or publishing research to ensure it adheres to ethical principles and does not expose research subjects or the organisation to risk of harm; as ethical assessment of the research project should be carried out before, and monitored throughout, the research practice.

If the research has been obtained by the British Council from a partner organisation or external source for publication or dissemination in the name of the British Council but has not been commissioned by the British Council, or carried out by an individual in the British Council without ethical consent, the ethical risk should be registered on the risk register and the report submitted to the secretary of the research board for review prior to publication. Research and evaluations carried out by partner organisations or external parties which is clearly cited as being the views of that organisation, author, or party, and not the British Council’s own, is not required for review.

In the case of all research and evaluation projects, the final report and its findings will be shared with all participants unless it is deemed a risk to their security or to British Council’s staff to do so.

1.15 Raising a concern of breach of ethics policy during monitoring of a research or evaluation project:

If you have an ethical concern, or become aware of a breach of this ethics policy occurring in the

course of research under any of the sections a) to d) above, you should follow the procedure outlined

in Appendix 1of the British Council Speaking Up Policyxii except if the following applies:

xiiSpeaking Up Policy, accessed via the Global Policy Framework, http://intranet.britishcouncil.org/policies/Pages/Default.aspx

British Council RFP – Revised March 2019 43

If your concern relates to a Secure or Sensitive research project, staff should raise their concern first with their line manager or SRO, who should escalate it to the secretary of the Research Board. Researchers commissioned or contracted by the British Council should highlight the risk as per their institution’s ethics and to the British Council staff responsible for the research project or evaluation. If the concern relates to child participants (under the age of 18) the Child Protection policyxiii should be followed.

1.16 Accountability:

The British Council commissions, conducts and funds research. Ethical principles are set by the

British Council and upheld by the British Council’s team managing the project and by the research

xiii British Council Child Protection Policy, http://intranet.britishcouncil.org/Site/ChildProtection/Pages/Default.aspx

British Council RFP – Revised March 2019 44

organisation’s own procedure who is conducting the research. Where the research is only funded by

the British Council as part of a competition – advice must be sought to clarify what research the

British Council does and does not fund.

a) In the event that a researcher commissioned and contracted by the British Council is found to have acted in breach of this ethics policy and principles, they or their institution are accountable and liable to any legal or other consequences – according to their institution or company’s own policy.

b) Legal implications for colleagues involved in research? Is the organisation or individual accountable?

c) The British Council as an organisation will be accountable where it is an institutional policy breach by staff conducting research themselves so long as the research project met ethical standards when first initiated; the individual is only held accountable where they are found to have breached the organisational code of conduct.

d) Review of how the ethics principles have been assured for participants and for their data and findings, should be built into any evaluation of the project, if an evaluation is relevant.

1.17 Review process for this Ethics Policy

This ethics policy will be reviewed annually by the British Council Research board and the contact for

this policy is Emily Morrison, Research Project Manager.

British Council RFP – Revised March 2019 45

Annex 3 - Supplier Proposal

For the supply of consultancy services to provide an evaluation of the British Council I-Work Programme

Company name: _________________________________________

(To be used on the Contract)

Company address: _________________________________________

(To be used on the Contract)

Company Reg: _________________________________________

(If Applicable)

Contact name: _________________________________________

Contact email address: _________________________________________

Contact Telephone number: _________________________________________

Instructions

British Council RFP – Revised March 2019 46

1. Provide Company Name and Contact details above.

2. Complete Part 1 (Supplier Response) ensuring all answers are inserted in the space below each

section of the British Council requirement / question. Note: Any alteration to a question will

invalidate your response to that question and a mark of zero will be applied.

3. Complete Part 2 (Submission Checklist) to acknowledge and ensure your submission includes all

the mandatory requirements and documentation. The checklist must also be signed by an

authorised representative.

4. Submit all mandatory documentation to TeamWales@britishcouncil.org by the Response Deadline,

as set out in the Timescales section of the RFP/ITT document.

Part 1 – Supplier Response

1.1 Responses will be scored according to the methodology as set out in Evaluation Criteria section of

the tender document.

1.2 If the requirement is partially met, any additional detail provided will enable the British Council to

make a fuller assessment on the capability to meet the requirement.

1.3 Please indicate if there is an additional cost implication in meeting a requirement, what this might

be and if it has been included in the response to Annex 4 (Pricing Approach).

Interpretation of points of reference IDCat.RequirementQ120%Please describe in detail your

understanding of the provided points of reference, covering the context and the objectives of the

assignment and provide an outline of the key tasks in your work plan. (max 2,000 words)

Supplier Response:

British Council RFP – Revised March 2019 47

Design and Delivery (Proposed approach and methodology)IDCat.RequirementQ230%Please

describe in detail your approach to delivering the British Council’s requirements, as described in the

Request for Proposal.

As well as the technical requirements please also describe your approach to address the key practical

aspects such as the duration and phasing, key deliverables, governance, management and

collaboration with the British Council. (4,000 words)

Supplier Response:

Team composition, experience and demonstrated expertise IDCat.RequirementQ330%Please include a description of the team who will work on the delivery of the outputs, with each role identified and a short description of each team members’ expertise. Please attach the CVs of the proposed team. (max 2,000 words excluding CVs)

Supplier Response:

British Council RFP – Revised March 2019 48

Commercial IDCat.RequirementQ420%Please complete Annex 4 (Pricing Approach)

Supplier Response:

Part 2 – Submission Checklist

Insert Yes (Y) or No (N) in each box in the table below to indicate that your submission includes all of the

mandatory requirements for this tender.

Important Note: Failure to provide all mandatory documentation may result in your submission being

rejected.

Submission ChecklistDocumentY / N1. Completed tender response in Annex 3 (Supplier Response)

and in accordance with the requirements of the RFP

2. Completed pricing proposal in Annex 4 (Pricing Approach)3. This checklist signed by an authorised

representative

4. Appendix A to this checklist in relation to information considered by you to be confidential / commercially

sensitive

I confirm on behalf of the supplier submitting the documents set out in the above checklist that to the best

of our knowledge and belief, having applied all reasonable diligence and care in the preparation of our

responses, that the information contained within our responses is accurate and truthful.

British Council RFP – Revised March 2019 49

Supplier:Date: Name (print):Position:Signature:Title:

Appendix A to Submission Checklist

Table of Information Designated by the supplier as Confidential and / or Commercially Sensitive

British Council RFP – Revised March 2019 50

This table only needs to be completed if any information inserted as part of your tender response and in any accompanying documents is deemed by you to be confidential and/or commercially sensitive. Please note that the Confidentiality and Information Governance provisions of the RFP/ITT apply to any information designated as confidential and/or commercially sensitive.

NoSection of tender response which the supplier wishes to designate as confidential and / or commercially

sensitiveReasons as to why supplier considers this information confidential and/or commercially sensitive

and why it should be exempt from disclosure under the Freedom of Information Act 2000 or the

Environmental Information Regulations 2004 or other relevant lawsLength of time during which supplier

thinks that such exemption should apply

Annex 4 – Pricing ApproachPlease submit completed Excel spreadsheet as an attachment to this document.

British Council RFP – Revised March 2019 51