29 November 2007
Specific Terms and Conditions of Contract for Consultancy Services (Other than Works Consultants)
These Terms and Conditions are specific to Contracts for Consultancy and should follow the General Terms and Conditions of Contract where a Contract is to be let for the provision of Consultancy Services.
Contents
SC1 Consultant’s Status
SC2 Manner of Carrying Out the Services
SC3 Standard of Work
SC4 Remedies in the Event of Inadequate Performance
SC5 Variation of the Service
SC6 Final Payment
SC7 Consultant’s Personnel
SC8 Replacement of Personnel
SC9 Access to Client’s Premises
SC10 Licence to Occupy Client’s Premises
SC11 Client’s Property
SC12 Security of Confidential Information
SC13 Offers of Employment
SC14 Conflict of Interest
SC15 Working Arrangements
SC16 Professional indemnity
SC1 Consultant’s Status
For the avoidance of doubt it is declared that the Consultant in carrying out the work acts as an Independent Consultant and is not the Client’s servant or agent.
SC2 Manner of Carrying Out the Services
SC2.1 The Consultant shall make no delivery of materials, plant, equipment or other things nor commence any work on the Client’s Premises without obtaining the Client's prior consent.
SC2.2 All equipment brought onto the Client's Premises shall be at the Consultant’s own risk. The Consultant shall provide for the haulage or carriage thereof to Premises and the removal of equipment when no longer required.
SC2.3 Access to the Client’s Premises shall not be exclusive to the Consultant but only such as shall enable the performance of the Services concurrently with the execution of work by others. The Consultant shall co-operate with such others as the Client may reasonably require.
SC2.4 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 or other things 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 or other things 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.
SC2.5 On completion of the Services the Consultant shall remove the Consultant'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.
SC3 Standard of Work
SC3.1 To the extent that the standard of work has not been specified in the Contract, the Consultant shall use the best applicable techniques and standards and execute the Contract with all reasonable care, skill and diligence.
SC3.2 The Consultant warrants and represents that all staff assigned to the performance of the Contract shall possess and exercise such skill and experience as are necessary for the proper performance of the Contract.
SC4 Remedies in the Event of Inadequate Performance
SC4.1 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.
SC4.2 In the event that the Client is of the opinion that there has been a breach of this Contract by the Consultant, or the Consultant’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 Consultant 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 Consultant shall have either failed to provide or have provided inadequately.
(b) without determining the Contract, itself provide or procure the provision of part of the Services until such time as the Consultant shall have demonstrated to the reasonable satisfaction of the Client that the Consultant 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 Condition F2, the whole of the Contract.
SC4.3 The Client may charge to the Consultant any costs 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 Consultant for such part of the Services.
SC4.4 In the event that the Client enforces any of the rights under Section F, the Consultant 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.
SC4.5 If the Consultant fails to perform any of the Services to the Contract Standard and such failure is capable of remedy, then the Client shall instruct the Consultant to perform the work and the Consultant shall at its own cost and expense remedy such failure (and any damage resulting from such failure).
SC4.6 The remedies of the Client under this Condition may be exercised successively in respect of any one or more failures by the Consultant.
SC5 Variation of the Service
SC5.1The 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 reason. Such a change is hereinafter called “a variation”.
SC5.2 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 Consultant 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 provisions of Condition G.2.
SC5.3 The Consultant shall provide such information as may be reasonably required to enable such varied price to be calculated.
SC6 Final Payment
A final invoice shall be submitted to the Client within six [6] weeks of the satisfactory completion of the Project (or of termination of the Contract if that is earlier). The Client will then confirm in writing that they are satisfied that the Consultants have properly discharged their responsibilities under the Contract (if such be the case) and approve final payment.
SC7 Consultant’s Personnel
SC7.1 The Consultant shall make available for the purposes of the Project any individuals named in the Contract. The Consultant shall provide the Client with a list of the names and addresses of all others regarded by the Consultant as key personnel and, if and when instructed by the Client, all other persons who may be at any time concerned with the Project or any part of it, specifying in each case 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. The Client may at any time by notice to the Consultant designate any person concerned with the Project or any part of it as a key person. The Consultant shall not without the prior written approval of the Client make any changes in the key personnel referred to in this Clause.
SC7.2 The Consultant shall take the steps reasonably required by the Client to prevent unauthorised persons being admitted to the Client’s Premises. If the Client gives the Consultant notice that any person is not to be admitted to or is to be removed from the Client’s Premises or is not to become involved in or is to be removed from involvement in the Contract, the Consultant shall take all reasonable steps to comply with such notice.
SC7.3 The decision of the Client as to whether any person is to be admitted to or is to be removed from the Client’s Premises or is not to become involved in or is to be removed from involvement in the Project shall be final and conclusive.
SC7.4 The Consultant, its sub-contractor(s), agents, servants, suppliers or employees, engaged on Client’s premises shall comply with such rules, regulations and requirements (including those relating to security arrangements) as may be in force from time to time for the Conduct of Personnel when on those premises.
SC8 Replacement of Personnel
SC8.1 Where the Consultant provides that the Project shall be undertaken by named personnel, the Consultant shall undertake all reasonable steps to ensure that their personnel shall remain for the full period of this Contract. In the event of sickness or other emergencies, the Consultant shall, if and only if so requested by the Client, provide suitably qualified and experienced replacement personnel which are acceptable to the Client without additional charge or expense at the earliest possible opportunity.
SC8.2 If, for any other reasons, changes in the Consultant’s personnel become necessary in the opinion of the Client, such changes shall be subject to a minimum five [5] working days’ written notice by the Client to the Consultant in the first twenty [20] elapsed working days of the Contract Period and twenty [20] working days written notice any time thereafter. All replacement personnel shall be provided at the earliest opportunity and at no additional cost to the Client.
SC8.3 In the event that the Consultant is unable to provide replacement personnel who are acceptable to the Client within sufficient time to enable the Consultant to complete the Project on time then the Client may obtain replacement personnel from other sources or terminate the Contract at its discretion, in which event, the Client shall only be liable for satisfactory work completed by the Consultant up to the date of the said termination.
SC8.4 In circumstances which are beyond their reasonable control, the Consultant may, subject to the approval of the Client, replace any of the named personnel with personnel of equivalent expertise and experience, and at the same cost, by giving one month’s notice in writing.
SC8 5 If in the opinion of the Client, a handover period is required, the Consultant shall provide both the named personnel and the replacement personnel during this period at no extra charge.
SC9 Access to Client’s Premises
SC9.1 The Consultant shall take the steps reasonably required by the Client to prevent unauthorised persons from being admitted to the Client’s Premises. The Contract Manager shall afford to the authorised personnel of the Consultant 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 of any person employed by or acting on behalf of the Consultant 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 Consultant by the Contract Manager and shall not relieve the Consultant of their obligations under the Contract. At all times personnel of the Consultant shall obey the Contract Manager's directions relating to safety.
SC9.2 Where the Consultant and Consultant’s employees, servants, agents, suppliers or subcontractors 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.
SC10 Licence to occupy Client’s Premises
SC10.1 Any land or Premises (including temporary buildings) made available to the Consultant by the Client in connection with the Contract, shall be made available to the Consultant free of charge and shall be used by the Consultant solely for the purpose of performing the Contract. The Consultant shall have the use of such land or Premises as licensee and shall vacate the same on completion, termination or abandonment of the Contract.
SC10.2 The Consultant and Consultant’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 Consultant, his employees, servants, agents, suppliers or sub-contractors other than fair wear and tear.
SC11 Client’s Property
SC11.1 Any land or premises (including temporary buildings) made available to the Consultant by the Client in connection with the Contract, shall be made available free of charge and shall be used by the Consultant solely for the purpose of performing the Contract. The Consultant shall vacate the land or premises on completion, termination or abandonment of the Project. The Consultant and the Consultant’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 Consultant, 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.
SC11.2 Government property issued or otherwise furnished in connection with the Contract shall remain the property of the Client and shall be used in the execution of the Contract and for no other purposes whatsoever unless prior approval in writing of the Client has been obtained.
SC11.3 The Consultant shall keep safe and in good condition, all Client’s property issued in connection with the Contract, shall be responsible for any loss or damage to that property, and shall indemnify the Client against such loss or damage.
SC11.4 Neither the Consultant nor any supplier or sub-contractor, nor any other person, shall have a lien on any Government property for any sum due to the Consultant, supplier, sub-contractor or other person, and the Consultant shall take all reasonable steps to ensure that the title of the Client and the exclusion of any such lien are brought to the notice of all suppliers and sub-contractors and any other persons dealing with any such property.
SC11.5 The indemnity contained in Clause SC11.3 shall apply during the continuance of this Contract and indefinitely after its termination.
SC12 Security of Confidential Information
SC12.1 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 Consultant undertakes to maintain the security systems approved by the Client.
SC12.2 The Consultant 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 Consultant will use its best endeavours to recover such confidential information or data however it may be recorded. This obligation is in addition to the Consultant’s obligations under Clause B4.4. The Consultant 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.
SC12.3 The Client may require the Consultant to alter any security systems at any time during the Contract Period.
SC13 Offers of Employment
For the duration of the Contract and for a period of twenty-four [24] months thereafter the Consultant 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.
SC14 Conflict of Interest
The Consultant shall take appropriate steps to ensure that neither the Consultant 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 Consultant will disclose to the Client full particulars of any such conflict of interest which may arise.
SC15 Working Arrangements
SC15.1 The Consultant’s personnel shall normally be required to work in accommodation provided by the Client as specified in the Contract.
SC15.2 Hours of work shall be as agreed in the Contract. Where the Client requests that additional hours be worked, the Consultant shall make reasonable endeavours to comply. The cost of any additional hours if not previously agreed in the Contract will be subject to negotiation between the parties.
SC15.3 Certain days are privilege holidays in the Civil Service. On these days, the Client may require or may specifically not require, work to be done under the Contract, and in the latter case be the subject of negotiation in accordance with Clause SC15.2, unless specifically covered in the Contract.
SC15.4 In exceptional circumstances leave may be taken only with the prior written agreement and at such times as are agreed with or on behalf of the Client.
SC15.5 The Client shall be notified as soon as possible of absences and, if it is likely to be prolonged and if so requested by the Client, the Consultant shall provide a replacement in accordance with Condition SC8.
SC15.6 The Consultant’s personnel shall work under the direction and control of the Client but the Consultant shall be responsible at no additional cost to the Client for the conduct and discipline of the Consultant’s personnel.
SC15.7 The Consultant’s personnel shall at all times during their engagement on the Contract remain servants of the Consultant and the Consultant shall not be relieved of any statutory or other responsibilities in relation to the Consultant’s personnel by virtue of this Contract.
SC16 Professional Indemnity
The Consultant shall hold and maintain Professional Indemnity insurance cover and shall ensure that all professional consultants involved in the provision of the Project hold and maintain appropriate cover. Such insurance to be held by the Consultant or by any agent, sub-contractor or sub-consultant involved in the provision of the Project 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 one million pounds [£1,000,000]. Such insurance shall be maintained for a minimum of six [6] years following expiration or earlier termination of this Contract.