19 November 2002
Specific Terms and Conditions of Contract for Services
These Terms and Conditions are specific to Contracts for Services and should follow the General Terms and Conditions of Contract where a Contract is to be let for the provision of Services or Goods and Services.
Contents
SS1 Contractor’s Status (Principal)
SS2 Manner of carrying out the Services
SS3 Standard of Work
SS4 Remedies in the event of inadequate performance
SS5 Variation of the Service
SS6 Contractor’s Personnel
SS7 Purchases on behalf of the Client
SS8 Access to Client’s Premises
SS9 Licence to occupy Client’s Premises
SS10 Offers of Employment
SS11 Conflict of Interest
SS12 Programme of Work and co-ordination
SS13 Security of Confidential Information
SS14 Professional Indemnity
SS15 TUPE
SS1 Contractor's Status (Principal)
In carrying out the Services the Contractor shall be acting as principal and not as the agent of the Client.
Accordingly:
SS1.1 The Contractor shall not (and shall procure that the Contractor's employees, agents, suppliers and servants do not) say or do anything that might lead any other person to believe that the Contractor is acting as the agent of the Client, and;
SS1.2 Nothing in this Contract shall impose any liability on the Client in respect of any liability incurred by the Contractor to any other person but this shall not be taken to exclude or limit any liability of the Client to the Contractor that may arise by virtue of either a breach of the Contract or by negligence on the part of the Client, the Client's employees, servants or agents
SS2 Manner of Carrying Out the Services
SS2.1 The Contractor shall make no delivery of materials, plant, equipment etc nor commence any work on the Client’s Premises without obtaining the Client's prior consent.
SS2.2 All equipment brought onto the Client's Premises shall be at the Contractor's own risk. The Contractor shall provide for the haulage or carriage thereof to premises and the removal of equipment when no longer required.
SS2.3 Access to the Client’s Premises shall not be exclusive to the Contractor but only such as shall enable the performance of the Services concurrently with the execution of work by others. The Contractor shall co-operate with such others as the Client may reasonably require.
SS2.4 The Client shall have the power at any time during the progress of the Services to order in writing:
(a) the removal from the Client’s Premises of any materials, plant, equipment etc which in the opinion of the Client are either hazardous, noxious or not in accordance with the Contract, and/or;
(b) the substitution of proper and suitable materials, plant, equipment etc and/or:
(c) the removal and proper re-execution notwithstanding any previous test thereof or interim payment therefore of any work which, in respect of material or workmanship, is not in the opinion of the Client in accordance with the Contract.
SS2.5 On completion of the Services the Contractor shall remove the Contractor's plant, equipment and unused materials and shall clear away from the Client’s Premises all rubbish arising out of the Services and leave the Client’s Premises in a neat and tidy condition.
SS3 Standard of Work
SS3.1 To the extent that the standard of work has not been specified in the Contract the Contractor shall use the best applicable techniques and standards and execute the Contract with all reasonable care, skill and diligence.
SS3.2 The Contractor warrants and represents that all staff assigned to the performance of the Service shall possess and exercise such skill and experience as being necessary for the proper performance of the Service.
SS4 Remedies in the event of inadequate performance
SS4.1 Where a complaint is received about the standard of Service or about the way any Services have been delivered or work has been performed or about the materials or procedures used or about any other matter connected with the performance of this Contract, then the Contract Manager shall take all reasonable steps to ascertain whether the complaint is valid. If they so decide, they may uphold the complaint, or take further action in accordance with the provisions of Section F of this Contract.
SS4.2 In the event that the Client is of the opinion that there has been a fundamental breach of this Contract by the Contractor, or the Contractor’s performance of its duties under the contract has failed to meet the requirements, then the Client may do any of the following:
(a) make such deduction from the payment to be made to the Contractor as the Client shall reasonably determine to reflect sums paid or sums which would otherwise be payable in respect of such of the Services as the Contractor shall have failed to provide.
(b) without determining the Contract, itself provide or procure the provisions of part of the Services until such time as the Contractor shall have demonstrated to the reasonable satisfaction of the Client that the Contractor will once more be able to perform such part of the Services to the Contract Standard.
(c) without determining the whole of the Contract, determine the Contract in respect of part of the Services only (whereupon a corresponding reduction in the Contract Price shall be made) and thereafter itself provide or procure a third party to provide such part of the Services; and
(d) determine, in accordance with Section F, the whole of the Contract.
SS4.3 The Client may charge to the Contractor any cost reasonably incurred by the Client and any reasonable administration costs in respect of the provision of any part of the Services by the Client or by a third party to the extent that such costs exceed the payment which would otherwise have been payable to the Contractor for such part of the Services.
SS4.4 In the event that the Client enforces any of the rights under Section F, the Contractor shall forthwith deliver up to the Client all and any relevant materials and equipment and access to keys, and any other property relating to the services or part of the services.
SS4.5 If the Contractor fails to perform any of the Services to the Contract Standard and such failure is capable of remedy, then the Client shall instruct the Contractor to perform the work and the Contractor shall at its own cost and expense remedy such failure (and any damage resulting from such failure).
SS4.6 The remedies of the Client under this Condition may be exercised successively in respect of any one or more failures by the Contractor.
SS5 Variation of the Services
SS5.1 The Client reserves the right on giving reasonable written notice from time to time to require changes to the Services (whether by way of the omission of Services, the addition of new Services, or increasing or decreasing the Services or the locations where they are to be provided or otherwise) for any reasons. Such a change is hereinafter called “a variation”.
SS5.2 In the event of a variation the price to be paid under the Contract may also be varied. Such variation in the price shall be calculated by the Client and agreed with the Contractor and shall be such amount as properly and fairly reflects the nature and extent of the variation in all the prevailing circumstances. Failing agreement the matter shall be determined by negotiation or mediation in accordance with the provision of Condition G2.
SS5.3 The Contractor shall provide such information as may be reasonably required to enable such varied price to be calculated.
SS6 Contractor's Personnel
SS6.1 If the Client gives the Contractor notice that any person is not to become involved in or is to be removed from involvement in the performance of the Contract, the Contractor shall take all reasonable steps to comply with such notice and if required by the Client the Contractor shall replace any person removed under this Condition with another suitably qualified person and procure that any pass issued to the person removed is surrendered.
SS6.2 If and when instructed by the Client, the Contractor shall give to the Client a list of names and addresses of all persons who are or who may be at any time concerned with the Services or any part of them, specifying the capacities in which they are so concerned, and giving such other particulars and evidence of identity and other supporting evidence as the Client may reasonably require.
SS6.3 The decision of the Client as to whether any person is not to become involved in or is to be removed from involvement in the performance of the Contract and as to whether the Contractor has furnished the information or taken the steps required by this Condition shall be final and conclusive.
SS6.4 The Contractor shall bear the cost of any notice, instruction or decision of the Client under this Condition.
SS7 Purchasing on behalf of the Client
In the event that the Contractor procures Goods or Services including equipment from third parties on behalf of the Client then they shall at all times do so in accordance with the provisions of the Public Supply Contracts Regulations 1995 S.I. 201 and the Public Services Contracts Regulations 1993 S.I. 3228 as though the Contractor were a Contracting Authority within the meaning of the said Regulations.
SS8 Access to Client’s Premises
SS8.1 The Contractor shall take the steps reasonably required by the Client to prevent unauthorized persons from being admitted to the Client’s Premises. The Contract Manager shall afford to the authorised personnel of the Contractor at all reasonable times and with prior agreement such access to the Client’s Premises as may be necessary for the performance of the Contract provided always that the Contract Manager shall have the right to refuse admittance to or order the removal from the Premises any person employed by or acting on behalf of the Contractor or any sub-contractor who in the opinion of the Contract Manager (which shall be final) is not a fit and proper person to be on the Client’s Premises. Action taken under this Condition shall be confirmed in writing to the Contractor by the Contract Manager and shall not relieve the Contractor of their obligations under the Contract. At all times personnel of the Contractor shall obey the Contract Manager's directions relating to safety.
SS8.2 Where staff are required to have a pass for admission to the Client’s premises, the Client’s representative shall, subject to satisfactory completion of approval procedures, arrange for passes to be issued.
SS9 Licence to Occupy Premises
SS9.1 Any land or premises (including temporary buildings) made available to the Contractor by the Client in connection with the Contract, shall be made available to the Contractor free of charge and shall be used by the Contractor solely for the purpose of performing the Contract. The Contractor shall have the use of such land or premises as licensee and shall vacate the same on completion, termination or abandonment of the Contract.
SS9.2 The Contractor and Contractor's employees, servants, agents, suppliers or sub-contractors shall observe and comply with rules and regulations as may be in force at any time for the use of such premises determined by the Client, and pay for the cost of making good any damage caused by the Contractor, his employees, servants, agents, suppliers or sub-contractors other than fair wear and tear. For the avoidance of doubt, damage includes damage to the fabric of the buildings, plant, fixed equipment or fittings therein.
SS9.3 The parties agree that there is no intention on the part of the Client to create a tenancy of whatsoever nature in favour of the Contractor or its employees, servants, agents, suppliers or sub-contractors and that no such tenancy has or shall come into being and the Client retains the right at any time to use any premises owned or occupied by the Client.
SS10 Offers of Employment
For the duration of the Contract and for a period of 12 months thereafter the Contractor shall not employ or offer employment to any of the Client's staff who have been associated with the work without the Client's prior agreement in writing.
SS11 Conflicts of Interest
SS11.1 The Contractor shall take appropriate steps to ensure that neither the Contractor nor any employee, servant, agent, supplier or sub-contractor is placed in a position where there is or may be an actual conflict, or a potential conflict between the pecuniary or personal interests of such persons and the duties owed to the Client under the provisions of the Contract. The Contractor will disclose to the Client full particulars of any such conflict of interest which may arise.
SS11.2 The provisions of this Condition shall apply during the continuance of this Contract and indefinitely after termination.
SS12 Programme of Work and co-ordination
SS12.1 If the Programme of Work has not been previously agreed the Contractor shall within 7 days of entering into the Contract submit to the Contract Manager for approval a detailed programme showing the number of days or weeks required for each separate stage to ensure that the Implementation Date is achieved.
SS12.2 On receipt of the detailed programme the Contract Manager shall:-
(a) signify his/her approval in which event it shall form the Programme of Work
or
(b) reject the programme stating his/her reasons for so doing and require that the programme be amended and resubmitted by the Contractor.
Approval, rejection and resubmission of the detailed programme (or amended programme) shall be effected without undue delay and in the event of rejection of the programme this shall be no later than 7 days from the date of receipt of the programme by the Contract Manager and the Contractor shall within a period of 14 days from the date of such rejection resubmit a further amended programme to the Contract Manager.
SS12.3 The Contractor shall co-ordinate his activities in the provision of the Services with those of personnel and other contractors engaged by the Client.
SS13 Security of Confidential Information
SS13.1 In order to ensure that no unauthorised person gains access to any confidential information or any data obtained in the performance of the Contract, the Contractor undertakes to maintain the security systems approved by the Client.
SS13.2 The Contractor will immediately notify the Client of any breach of security in relation to confidential information and all data obtained in the performance of the Contract and will keep a record of such breaches. The Contractor will use its best endeavours to recover such confidential information or data however it may be recorded. This obligation is in addition to the Contractor’s obligations under Clause B5.4. The Contractor will co-operate with the Client in any investigation that the Client considers necessary to undertake as a result of any breach of security in relation to confidential information or data.
SS13.3 The Client may require the Contractor to alter any security systems at any time during the Contract Period. [The Client will be liable for any costs that the Contractor incurs in making alterations to the security systems at the Client’s request.]
SS14 Professional Indemnity
The Contractor shall hold and maintain Professional Indemnity insurance cover and shall ensure that all professional consultants involved in the provision of the Services hold and maintain appropriate cover. Such insurance to be held by the Contractor or by any agent, sub-contractor or sub-consultant involved in the provision of Services may be limited in respect of any one claim (but shall not be limited in any other respect). PROVIDED THAT any such limit shall in any event be £1,000,000 (one million pounds). Such insurance shall be maintained for a minimum of six years following expiration or earlier termination of this Contract.
SS15 TUPE
SS15.1 The Parties recognise that the Transfer of Undertakings (Protection of Employment) Regulations 1981(TUPE) apply in respect of the award of the Contract, and that for the purposes of those Regulations, the undertaking concerned (or any relevant part of the undertaking) shall transfer to the Contractor on the commencement of the Contract
SS15.2 During the period of three months preceding the expiry of the Contract or after the Client has given notice to terminate the Contract or the Contractor stops trading, and within 20 working days of being so requested by the Client, the Contractor shall fully and accurately disclose to the Client for the purposes of TUPE all information relating to its employees engaged in providing Services under the Contract in particular, but not necessarily restricted to, the following:
(a) the total number of personnel whose employment with the Contractor is liable to be terminated at the expiry of this Contract but for any operation of law; and
(b) for each person, age and gender, details of their salary, and pay settlements covering that person which relate to future dates but which have already been agreed and their redundancy entitlements (the names of individual members of staff do not have to be given); and
(c) information about the other terms and conditions on which the affected staff are employed, or about where that information can be found; and
(d) details of pensions entitlements, if any.
SS15.3 The Contractor shall permit the Client to use the information for the purposes of TUPE and of re-tendering. The Contractor will co-operate with the re-tendering of the contract by allowing the transferee to communicate with and meet the affected employees and/or their representatives.
SS15.4 The Contractor agrees to indemnify the Client fully and to hold it harmless at all times from and against all actions, proceedings, claims, expenses, awards, costs and all other liabilities whatsoever in any way connected with or arising from or relating to the provision of information under Clause SS15.2.
SS15.5 In the event that the information provided by the Contractor in accordance with Clause SS15.2 above becomes inaccurate, whether due to changes to the employment and personnel details of the affected employees made subsequent to the original provision of such information or by reason of the Contractor becoming aware that the information originally given was inaccurate, the Contractor shall notify the Client of the inaccuracies and provide the amended information.
SS15.6 The provisions of this Condition shall apply during the continuance of this Contract and indefinitely after its termination.