Terms and conditions for contracts

This agreement is between:

1. North Northamptonshire Council whose office is Sheerness House, 41 Meadow Road, Kettering, Northants NN16 8TL and whose address for services is at The Corby Cube, George Street, Corby, Northamptonshire, NN17 1QG (the “council”)
2. Provider incorporated and registered in England and Wales (the “Provider”)

It is agreed as follows

1.0 Background

1.1 The council has a responsibility under the Care Act 2014 to make arrangements for the wellbeing of persons who are ordinarily resident within the council’s administrative area or otherwise fall under the council’s responsibility and are persons in need of such services.

1.2 The council in the performance of its obligations under the Care Act 2014 wishes to commission Health and Social Care Services (the “Services”) to people eligible for these services, hereinafter referred to as “Individuals”.

1.3 The Provider agrees that it will throughout the Contract Period of this Agreement comply with the Care Act 2014 and other relevant Laws and regulations as necessary to carry on or manage the Services.

1.4 This Agreement sets out the terms and conditions for the provision of the Services and includes a detailed specification setting out the requirements of the council.

1.5 The Provider is registered in accordance with Chapter 2 of the Health and Social Care Act 2008 and the Health and Social Care Act 2008 (Regulated Activities) Regulations 2010, the Care Quality Commission (Registration) Regulations 2009 and all other relevant Legislation to carry on or manage the Services specified in this Agreement.

1.6 The Provider shall fully co-operate and assist the council and or its representatives during the delivery of the Services.

2.0 Definitions

2.1 In this Agreement unless the context otherwise requires the definitions set out in Schedule 1 shall apply.

2.2 The interpretation and construction of the Agreement shall be subject to the following provisions.

2.2.1 Words importing the singular meaning include where the context so admits the plural meaning and vice versa.

2.2.2 Words importing the masculine include the feminine and neuter.

2.2.3 Reference to a clause is a reference to the whole of that clause unless stated otherwise.

2.2.4 References to any statute, enactment, order, regulation or other similar instrument shall be construed as a reference to the statute, enactment, order, regulation or instrument as amended by any subsequent enactment, modification, order, regulation or instrument as subsequently amended or re-enacted.

2.2.5 References to any party shall include natural persons and partnerships, firms and other incorporated bodies and all other legal persons of whatever kind and however constituted and their successors and permitted assigns or transferees.

2.2.6 The words “include”, “included”, “includes” and “including” are to be construed as if they were immediately followed by the words “without limitation”; and

2.2.7 Headings are included in the Agreement for ease of reference only and shall not affect the interpretation or construction of the Agreement.

2.3 This Agreement shall consist of the terms and conditions set out herein and the Schedules.

3.0 Pre-conditions

3.1 If relevant to the provision of the Services and if requested by the council, on or before the Commencement Date, and any time thereafter, the Provider shall produce to the council, for inspection:

3.1.1 Documentary evidence that the Required Insurances set out in clause 19 (Insurance) are properly in place, adequate and valid; and

3.1.2 Evidence of all Necessary Consents.

3.2 If the Provider fails to comply with any of the provisions of clause 3.1, this shall constitute breach of a fundamental term of this Agreement and the council may (without prejudice to any other right or remedy available to it) terminate this Agreement by written notice to the Provider having immediate effect.

3.3 Contract documents

Where there is any conflict or inconsistency between the provisions of this Agreement such conflict or inconsistency shall be resolved according to the following order of priority:

• (a) the conditions of this Agreement
• (b) Schedule 2 (Specification)
• (c) Schedule 3 (Payment Process), Schedule 5 (Service Order)
• (d) all other schedules attached to this Agreement

4.0 Duration

4.1 The Agreement and the rights and obligations of the parties shall take effect from the Commencement Date and shall continue unless either party terminates the Agreement in accordance with the provisions of clauses 20 to 23 (Break Clause, Termination, Suspension, Consequences of Termination) of this Agreement.

5.0 Notices

5.1 Except as otherwise expressly provided within this Agreement, no Notice or other communication from one Party to the other shall have any validity under the Agreement unless made in writing by or on behalf of the Party concerned.

5.2 Any Notice or other communication which is to be given by either Party to the other shall be given by letter (sent by hand, first class post, recorded delivery or special delivery), or electronic mail (confirmed in either case by letter). Such letters shall be addressed to the other Party’s Authorised Officer as detailed in Schedule 4 (Officers Details).

5.3 Provided the relevant communication is not returned as undelivered, the notice or communication shall be deemed to have been given two (2) Working Days after the day on which the letter was posted, or four (4) hours, in the case of electronic mail or sooner where the other Party acknowledges receipt of such letters or item of electronic mail.

6.0 The services, service orders and standards

6.1 The Services shall be particularised for the Provider within the Service Order which will be issued to the Provider in substantially the form set out at Schedule 5 (Service Order).

6.2 The council may cancel or amend a Service Order at any time prior to the Service Order start date.

6.3 The Service Order will be subject to review by the council in accordance with the terms of this Agreement.

6.4 The Service as set out in Schedule 2 - Service Specification and Schedule 5 - Service Order is subject to the Key Performance Indicators detailed in Schedule 6 and the Provider shall provide that Service in such a manner as will ensure that each of the KPI measures and targets identified in Schedule 6 is achieved.

6.5 During the Term the Provider shall provide the Services with all reasonable care, skill, prudence and foresight and in addition, the Provider shall:

6.5.1 Comply with the terms of this Agreement and any specifications or requirements included or referred to in the Agreement.

6.5.2 Operate in accordance with all Best Industry Practice and in compliance and conformance with all applicable Laws.

6.5.3 Carry out all reasonable directions of the council’s Authorised Officer.

6.5.4 Use its reasonable endeavours to secure and achieve continuous improvement in the delivery of the Services during the Term.

6.5.5 Comply with all Necessary Consents as may be required for the delivery of the Services.

6.5.6 Adhere to all reasonable instructions of the Authorised Officer acting in good faith and in accordance with this Agreement.

6.5.7 Be deemed to have inspected the location (being the Provider’s offices/premises and third party Home Care premises and offices) where the Services will be provided by the Provider ( the “Establishment”) before the Commencement Date and during the delivery of the Services and to have made appropriate enquiries so as to be satisfied in relation to all matters connected with the performance of its obligations under the Agreement and accordingly no claim by the Provider for additional payment or extension of time will be allowed on the grounds of any matter relating to the Establishment.

6.5.8 Understand fully the risk potential of the type of Establishment in which it is performing the Services. The Provider must perform a thorough risk assessment exercise, and ensure that all of its staff are particularly diligent and safety conscious.

6.5.9 Be responsible for the accuracy of all information supplied to the council and shall pay the council any extra costs occasioned by any discrepancies, errors or omissions therein.

6.5.10 Notify the council in writing immediately on learning of any relationship or potential conflict of interest that might influence or be perceived to influence the provision of the Services.

6.6 Packages of Care

6.6.1 The package of care will be agreed between the council, the Individual, any relevant representative, the Provider and any other interested parties where appropriate.

6.6.2 The Placement Officer will prepare an Integrated Care and Support Plan in respect of each Individual. A copy of the Integrated Care and Support Plan will be given to the Provider prior to or on acceptance of the placement.

6.6.3 The Provider will be responsible for preparing the Support Plan for the Individual, which will determine the approach to the day-to-day support and services for the Individual. A copy of the Support Plan will be made available to the council on request.

6.6.4 An Initial Review may be held to ensure the Individual’s needs have been addressed.

6.6.5 For the purpose of carrying out Reviews for the Individual, the council shall involve the Individual and invite any relevant representative or professionals and any other interested parties where appropriate.

6.6.6 The Provider shall participate, co-operate and where appropriate attend any review meetings which may be held from time to time by either Party.

6.6.7 The Provider will attend the review meetings and where appropriate the Best Interest Meetings or ensure that their representative who attends has the authorisation to act on their behalf.

6.6.8 At any time within the Review period or throughout the Agreement the Quality Officer or the council’s Authorised Officer can visit the Individuals’ homes or the Establishment announced or unannounced.

6.6.9 The parties agree that Social Value principles will apply during the Term.

6.7 The Provider shall, as a minimum, meet the Quality Standard(s) throughout the Contract Period.

7.0 Price, payment and VAT

7.1 In consideration of the performance of the Provider’s obligation under the Agreement, the council shall pay the Payment Rate in accordance with Schedule 5 (Service Order) and Schedule 3 (Payment Process).

7.2 All undisputed Payment Rates will be paid by the council within the timescale set out in Schedule 5 and Schedule 3. Payment made by the council under this Agreement shall be without prejudice to any claims or rights which the council may have against the Provider and shall not constitute any admission or waiver by the council in relation to the performance by the Provider of its obligations hereunder.

7.3 The council may review the Payment Rate at its discretion from time to time but shall be under no obligation to do so.

7.4 All amounts payable by the council under the Agreement are exclusive of amounts in respect of valued added tax chargeable from time to time (the “VAT”). Where any taxable supply for VAT purposes is made under the Agreement by the Provider to the council, the council shall, on receipt of a valid VAT invoice from the Provider, pay to the Provider such additional amounts in respect of VAT as are chargeable on the performance of the Services at the same time as payment is due for the performance of the Services.

7.5 Should VAT be, or become, payable and chargeable on the Payment Rate, whether pursuant to clause 24 – Assignment and Novation or otherwise:

7.5.1 The Provider warrants that its company structure (or restructure resulting in the novation of the contract) is compliant with all applicable legislation in the UK.

7.5.2 The Provider warrants that the restructure and novation has prior written approval of the council.

7.5.3 The VAT registration number of the company shall be provided to the council (and, in the case of novation, provided to the council for the new company prior to the novation).

7.5.4 The council shall not novate the Contract without the prior written approval of the council.

7.5.5 Subject to the provisions of this clause 7.5, if VAT becomes payable, ceases to be payable, or there is any change in the VAT status in relation to the Payment Rate, the council shall only be liable to pay VAT on the contract price effective from the date of novation.

7.5.6 If HMRC determines that payment of VAT to the Provider is in breach of and not compliant with the relevant tax laws and regulations and HMRC seeks to claim and claw this back from the council, the Provider warrants that it shall reimburse the council upon request.

7.5.7 The Provider warrants and undertakes that it shall indemnify the council for any VAT liability and penalties and the council’s inability to recover any paid VAT and demand for claw back from HMRC.

7.5.8 The provision of this clause 7.5 shall survive the termination of this Agreement.

8.0 Business continuity

8.1 The Provider must:

8.1.1 Operate a business continuity policy and a plan for as long as this Agreement is in force; and

8.1.2 Provide the council with a copy of any such policy and plan at its reasonable request.

8.2 Failure by the Provider to comply with its obligations under this clause 8 may be regarded as a breach and terminable under clause 21 of this Agreement.

8.3 The Provider acknowledges and accepts their obligations under this clause 8, and shall undertake regular risk assessment, business impact analysis and review the business continuity plan in relation to this Agreement, at least annually.

8.4 The Provider warrants that the council shall have reasonable access to and the ability to reproduce and retain any pertinent documentation deemed appropriate to comply with its obligations under this Agreement.

9.0 Bribery, corrupt gifts and fraud

9.1 The Provider shall (and shall procure that its Staff shall) during the Term:

9.1.1 Not commit a Prohibited Act.

9.1.2 Not do or omit to do anything that would cause the council or any of the council's employees, consultants, contractors, sub-contractors or agents to contravene any of the Relevant Requirements or otherwise incur any liability in relation to the Relevant Requirements.

9.1.3 Have and maintain in place its own policies and procedures to ensure compliance with the Relevant Requirements and prevent occurrence of a Prohibited Act.

9.1.4 Notify the council (in writing) if it becomes aware of any breach of clause 9.1.1 or clause 9.1.2 or has reason to believe that it or any person associated with it has received a request or demand for any undue financial or other advantage [in connection with performance of this agreement].

9.2 The Provider shall maintain appropriate and up to date records showing all payments made by the Provider in connection with this agreement and the steps taken to comply with its obligations under clause 9.1.

9.3 If the Provider is in default under this clause 9 the council may by notice:

9.3.1 Require the Provider to remove from performance of this agreement any Provider Personnel whose acts or omissions have caused the default. The council reserves the right to request the Provider to take remedial action that is proportionate to the perceived level of breach; or

9.3.2 Immediately terminate this agreement.

9.4 Any notice served by the council under clause 9.3 shall specify the nature of the Prohibited Act, the identity of the Party who the council believes has committed the Prohibited Act and the action that the council has elected to take (including, where relevant, the date on which this agreement shall terminate).

10.0 Equalities

10.1 The Provider shall not unlawfully discriminate either directly or indirectly on such grounds as race, colour, ethnic or national origin, disability, sex or sexual orientation, religion or belief, or age and without prejudice to the generality of the foregoing the Provider shall not unlawfully discriminate within the meaning and scope of any applicable Law including the Sex Discrimination Act 1975, the Race Relations Act 1976, the Equal Pay Act 1970, any legislation or regulations relating to national minimum wage and living wage, the Disability Discrimination Act 1995, the Employment Equality (Sexual Orientation) Regulations 2003, the Employment Equality (Religion or Belief) Regulations 2003, the Employment Equality (Age) Regulations 2006, the Equality Act 2006, the Equalities Act 2010, the Human Rights Act 1998 (the “HRA”) or other relevant or equivalent legislation, or any statutory modification or re-enactment thereof.

10.2 The Provider shall take all reasonable steps to secure the observance of clause 10.1 by all servants, employees or agents of the Provider and all suppliers and subcontractors employed in the execution of the Agreement.

Human Rights

10.3 In the performance of the Services and in its dealings with council employees, customers and members of the general public, the Provider shall comply and shall ensure that its Representatives comply with:

10.3.1 The Human Rights Act 1998 as if the Service Provider were a public body (as defined in the Human Rights Act 1998).

10.3.2 All Laws relating to equal opportunities; and

10.3.3 The council’s equal opportunities policies and procedures as may be adopted and amended from time to time.

11.0 Safeguarding

11.1 The parties acknowledge that the Provider is a Regulated Activity Provider with ultimate responsibility for the management and control of the Regulated Activity provided under this Agreement and for the purposes of the Safeguarding Vulnerable Groups Act 2006 (SVGA).

or

11.1 The parties acknowledge that the Provider is registered and regulated by CQC. The Provider shall ensure that it maintains its CQC registration throughout the term of this Agreement. The council reserves its right to terminate this Agreement with immediate effect if at any time during the delivery of the Services the Provider ceases to hold its CQC registration.

11.2 The Provider shall:

11.2.1 Ensure that all individuals engaged in Regulated Activity are subject to a valid enhanced disclosure check for regulated activity undertaken through the Disclosure and Barring Service (DBS).

11.2.2 Annually monitor the level and validity of the checks under this clause 11.2 for each member of staff.

11.2.3 Not employ or use the services of any person who is barred from, or whose previous conduct or records indicate that he or she would not be suitable to carry out Regulated Activity or who may otherwise present a risk to Individuals.

11.2.4 Have appropriate policies in place regarding recruitment checks for suitability, levels of qualification and experience, training and development, supervisory, disciplinary and grievance procedures. Copies of such policies and procedures must be made available to The council on request.

11.2.5 Comply with the Public Interest Disclosure Act 1998 and have a whistleblowing policy for its Staff and encourage them to report any incidents of malpractice within the provision of the Services.

11.2.6 Ensure there are robust procedures for responding to suspicion or evidence of Abuse and ensure that they follow-up concerns and pass relevant details to the council immediately.

11.2.7 Ensure that appropriate steps are taken and recorded to prevent Individuals from being subjected to Abuse.

11.2.8 Ensure that all Staff are aware of the Local Safeguarding Policy and Procedures and obligations therein; and ensure that an up-to-date copy of the Local Safeguarding Policy and Procedures is kept at the Service and is available to its Staff at all times.

11.3 The Provider shall refer information about any person carrying out the Services to the DBS where it removes permission for such person to carry out the Services (or would have, if such person had not otherwise ceased to carry out the Services), as a result of evidence that such person has harmed or poses a risk of harm to the Individuals.

11.4 The Provider warrants that at all times, for the purposes of this Agreement, it has no reason to believe that any person who is or will be employed or engaged by the Provider in the provision of the Services is barred from the activity in accordance with the provisions of the Safeguarding Vulnerable Groups Act 2006 and any regulations made thereunder.

11.5 The Provider shall immediately notify the Council of any information that it reasonably requests to enable it to be satisfied that the obligations of this clause 11 have been met.

12.0 Health and safety

12.1 The Provider and its entire Staff (or persons, officer, agent, representative, or subcontractor) employed by it, throughout the Term shall fully comply with the requirements of Safety Legislation.

12.2 The Provider shall promptly notify the council of any health and safety hazards which may arise in connection with the performance of its obligations under the Agreement.

12.3 While on the Establishment, the Provider shall comply with any health and safety measures implemented by the Council and or the Establishment in respect of Staff and other persons working there.

12.4 The Provider shall notify the council immediately in the event of any incident occurring in the performance of its obligations under the Agreement on the Establishment where that incident causes any personal injury or damage to property which could give rise to personal injury.

12.5 The Provider shall comply with the requirements of Safety Legislation and any other acts, orders, regulations and codes of practice relating to health and safety, which may apply to Staff and other persons working on the Establishment in the performance of its obligations under the Agreement.

12.6 The Provider shall ensure that its health and safety policy statement (as required by the Health and Safety at Work Act 1974 and any other legislation of similar import) is made available to the council on request.

13.0 Information security

Data Protection

13.1 Both parties shall, and the Provider shall procure that its representatives shall, duly observe all their obligations under the Data Protection Legislation, which arise in connection with the performance of this Agreement.

13.1.1 The Provider shall perform its obligations under this Agreement in such a way as to ensure that it does not cause the council to breach any of its applicable obligations under the Data Protection Legislation.

13.1.2 The Provider shall be liable for and shall indemnify (and keep indemnified) the council against each and every action, proceeding, liability, cost, claim, loss, expense (including reasonable legal fees and disbursements on a solicitor and client basis) and demands incurred by the council which arise directly from a breach by the Provider of its obligations under the Data Protection Legislation, including without limitation those arising out of any third party demand, claim or action, or any breach of contract, negligence, fraud, wilful misconduct, breach of statutory duty or non-compliance with any part of the Data Protection Legislation by the Service Provider or its employees, servants, agents or sub-contractors.

13.1.3 The parties agree either:

1. that the council is the Data Controller and the Provider is the Data Processor
2. that the council and the Provider are both Data Controllers

13.1.4 The provisions of this clause 13.1 shall apply during the continuance of this Agreement and indefinitely after its expiry or termination.

Confidentiality

13.2 Except as required by Law and specifically pursuant to this clause 13, each Party agrees at all times during the continuance of this Agreement and after its termination to keep confidential any and all information, data and material of any nature which the parties may receive or otherwise obtain which has been designated as confidential by the other parties in writing or that ought to be considered as confidential (however it is conveyed or on whatever media it is stored) in connection with the operation of this Agreement or otherwise relating in any way to the business, operations and activities of the other Party, its employees, agents and any other person with whom it has dealings including any client of either Party. For the avoidance of doubt this clause shall not affect the rights of any workers under Section 43 A-L of the Employment Rights Act 1996.

13.3 Subject always to clause 13.4 below, the parties agree to provide or make available to each other sufficient information concerning their own operations and actions and concerning Individual information (including material affected by the Data Protection Legislation in force at the relevant time) to enable efficient operation of the Services.

13.4 The parties shall ensure that the provision of the Services complies with all relevant Data Protection Legislation regulations and guidance and that the rights of access by Individuals to their data are observed.

14.0 Freedom of information

14.1 The Provider acknowledges that the council is subject to the requirements of the FOIA and the EIRs. The Provider shall:

14.1.1 Provide all necessary assistance and cooperation as reasonably requested by the council to enable the council to comply with its obligations under the FOIA and EIRs.

14.1.2 Transfer to the council all Requests for Information relating to this Agreement that it receives as soon as practicable and in any event within 2 Working Days of receipt.

14.1.3 Transfer and provide the council with a copy of all Information belonging to the council requested in the Request for Information which is in its possession or control in the form that the council requires within 5 Working Days (or such other period as the council may reasonably specify) of the council's request for such Information; and

14.1.4 Not respond directly to a Request for Information unless authorised in writing to do so by the council.

14.2 The Provider acknowledges that the council may be required under the FOIA and EIRs to disclose Information without consulting or obtaining consent from the Provider. The council shall take reasonable steps to notify the Provider of a Request for Information (in accordance with the Cabinet Office's Freedom of Information Code of Practice issued under section 45 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this agreement) the council shall be responsible for determining in its absolute discretion whether any commercially sensitive information or any other information is exempt from disclosure in accordance with the FOIA or the EIRs.

14.3 Notwithstanding any other term of this agreement, the Provider consents to the publication of this agreement in its entirety (including variations), subject only to the redaction of information that the council considers is exempt from disclosure in accordance with the provisions of the FOIA and EIRs.

14.4 The council shall, prior to publication, consult with the Provider on the manner and format of publication and to inform its decision regarding any redactions but shall have the final decision in its absolute discretion. The Provider shall assist and co-operate with the council to enable the council to publish this agreement.

15.0 Confidentiality

15.1 Subject to clause 13 (Information Security) and clause 14 (Freedom of Information) the Provider shall not, without the prior written consent of the council, during or after the termination or expiry of this Agreement, disclose, directly or indirectly, to any person any information relating to the Agreement or the council of whatever nature which is not in the public domain. The Provider’s obligations under this condition shall survive the expiry or termination of the Agreement for whatever reason.

16.0 Monitoring, continuous improvement and co-operation

16.1 In delivering the Services the Provider:

16.1.1 Shall, throughout the Term of this Agreement, aspire to achieve continuous improvement in the quality of Services performed.

16.1.2 Will provide such reasonable assistance and information that the council may reasonably require to enable the council to discharge and fulfil its Best Value Duty in relation to the Service; and

16.1.3 Will allow the council Authorised Officer or any person authorised by the council, together with appropriate staff, to monitor the provision of the Services at any time.

16.2 The parties agree to monitor the effectiveness and efficiency of the provision of the Services and carry out regular monitoring visits in accordance with Schedule 2 (Specification) and Schedule 6 (Contract/Performance Monitoring).

16.3 The monitoring visits may measure the achievement of each of the KPIs and targets identified in Schedule 6 (Contract/Performance Monitoring) and also include (but not be limited to) consideration of:

16.3.1 Performance of the Provider as detailed in Schedule 2 (Specification).

16.3.2 Proposed changes to the Services.

16.3.3 Shared learning and opportunities for improving the delivery of the Services.

16.4 The Provider will be required to submit information for a monitoring visit and such information shall be submitted to the council within twenty-eight (28) days of the request being made.

17.0 Recovery of sums due

17.1 Wherever under this Agreement any sum of money is recoverable from or payable by the Provider (including any sum which the Provider is liable to pay to the council in respect of any breach of contract), the council may unilaterally deduct that sum from any sum then due, or which at any later time may become due to the Provider under this Agreement or under any other agreement or contract with the council.

17.2 The Provider will notify the council of any overpayments within thirty (30) days of it becoming aware of the same. Any overpayment by the council, whether of the Payment Rate or of tax or otherwise, for any reason, shall be a sum of money recoverable by the council from the Provider. In the absence of any future payments to be made to the Provider, such sums shall be payable to the council by the Provider within thirty (30) days of the Provider notifying the Council of the overpayment or, where the council has identified the overpayment within thirty (30) days of the council notifying the Provider of an overpayment. Such sums shall be recoverable by the council as a debt.

17.3 The Provider shall make any payments due to the council without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise, unless the Provider has a valid court order requiring an amount equal to such deduction to be paid by the council to the Provider.

17.4 If any advance payments are made by the council under this Agreement, on expiry or earlier termination of this Agreement the council shall conduct a reconciliation of the payments made to the Provider against the payments due to the Provider in the course of providing the Services up to the date of expiry or termination and:

17.4.1 if a payment remains due to the Provider, then it shall make such payment to the Provider in accordance with the provisions of this clause 17; or

17.4.2 if the payments received by the Provider exceed the payments due to be made to the Provider by the council under this Agreement then any further payments shall be withheld by the council, and the Provider shall pay to the council the amount of any excess upon notification of the amount to the Provider. Such amount shall be paid by the Provider within thirty (30) days of receipt of such a notification from the council.

18.0 Indemnity

18.1 The Provider will indemnify the council in full in respect of all damage or injury to any person or to any property and against all actions, suits, claims, demands, costs, charges or expenses awarded against or incurred by the council, whether criminal or civil (including the costs of transport, labour, administration and legal costs on an indemnity basis to the council), arising from:

18.1.1 Any act, neglect or default on the part of the Provider, its employees or agents.

18.1.2 Breaches in respect of any matter arising from the provision of the Services resulting in any successful claim by any Third Party.

18.2 Without prejudice to any other provision of this Agreement, the Provider will fully indemnify the council against any claims made against it as a result of any failure by the Provider to comply with any statutory provision to be observed or performed in connection with the provision of the Services.

18.3 Without prejudice to the generality of clause 18.1, the Provider will fully indemnify the council against any waiver of fees which the council issues to an Individual or their carer, guardian, friend or family following a formal or informal complaint submitted to the council in respect of the Services provided by the Provider.

18.4 The Provider’s liability to indemnify the council arising under this clause 18 will be without prejudice to any other right or remedy of the council arising under this Agreement.

19.0 Insurance

19.1 The Provider shall, at its own cost, effect and maintain, with reputable insurance companies, insurance policies to cover its liabilities under this agreement, providing as a minimum the following levels of cover.

19.1.1 Public liability insurance with a limit of indemnity of at least £5,000,000 (five million pounds) in relation to any one claim or series of claims.

19.1.2 Employer's liability insurance with a limit of at least £10,000,000 (ten million pounds) per claim in relation to any one claim or series of claims.

19.1.3 Professional indemnity insurance with a limit of indemnity of not less than £5,000,000 (five million pounds) in relation to any one claim or series of claims and shall ensure that all professional consultants or sub-contractors involved in the provision of the Services hold and maintain appropriate cover.

19.1.4 Medical negligence insurance to a minimum limit of £5,000,000 (five million pounds) for any one occurrence where the Services require the Provider to undertake clinical procedures.

19.1.5 Building and Contents insurance commensurate with the potential liabilities of the Provider relating to the operation of buildings used for by the Provider for the provision of the Services.

19.1.6 Motor vehicle insurance commensurate with the potential liabilities of the Provider relating to the operation of vehicles used for the transport of Individuals by the Provider.

19.2 The Provider shall give the council, on request, copies of all insurance policies referred to in this clause, or a broker's verification of insurance, to demonstrate that the Required Insurances are in place, together with receipts or other evidence of payment of the latest premiums due under those policies.

19.3 If, for whatever reason, the Provider fails to give effect to and maintain the Required Insurances, the council may make alternative arrangements to protect its interests and may recover the costs of such arrangements from the Provider.

19.4 The terms of any insurance or the amount of cover shall not relieve the Provider of any liabilities under the agreement.

19.5 The Provider shall hold and maintain the Required Insurances for a minimum of six years following expiry or earlier termination of the agreement.

20.0 Break clause

20.1 Without affecting any other right or remedy available to it, the council may terminate this Agreement or any part of the Agreement by giving fourteen (14) days prior written notice.

20.2 The Provider may terminate this agreement upon three (3) months written notice.

21.0 Termination (including on change of control and insolvency)

21.1 The council may terminate the Agreement with immediate effect by notice in writing where the Provider is a company and in respect of the Provider:

21.1.1 A proposal is made for a voluntary arrangement within Part I of the Insolvency Act 1986 or of any other composition scheme or arrangement with, or assignment for the benefit of, its creditors; or

21.1.2 A shareholders’ meeting is convened for the purpose of considering a resolution that it be wound up or a resolution for its winding-up is passed (other than as part of, and exclusively for the purpose of, a bona fide reconstruction or amalgamation); or

21.1.3 A petition is presented for its winding up (which is not dismissed within fourteen (14) Days of its service) or an application is made for the appointment of a provisional liquidator or a creditors’ meeting is convened pursuant to Section 98 of the Insolvency Act 1986; or

21.1.4 A receiver, administrative receiver or similar officer is appointed over the whole or any part of its business or assets; or

21.1.5 An application order is made either for the appointment of an administrator or for an administration order, an administrator is appointed, or notice of intention to appoint an administrator is given; or

21.1.6 It is or becomes insolvent within the meaning of Section 123 of the Insolvency Act 1986; or

21.1.7 Being a “small company” within the meaning of Section 247(3) of the Companies Act 1985, a moratorium comes into force pursuant to Schedule A1 of the Insolvency Act 1986; or

21.1.8 Any event similar to those listed in clause 21.1.1 - 21.1.7 occurs under the law of any other jurisdiction.

21.2 The council may terminate the Agreement with immediate effect by notice in writing where the Provider is an individual and:

21.2.1 An application for an interim order is made pursuant to Sections 252-253 of the Insolvency Act 1986 or a proposal is made for any composition scheme or arrangement with, or assignment for the benefit of, the Provider’s creditors; or

21.2.2 A petition is presented and not dismissed within fourteen (14) Days or order made for the Provider’s bankruptcy; or

21.2.3 A receiver, or similar officer is appointed over the whole or any part of the Provider’s assets or a person becomes entitled to appoint a receiver, or similar officer over the whole or any part of his assets; or

21.2.4 The Provider is unable to pay his debts or has no reasonable prospect of doing so, in either case within the meaning of Section 268 of the Insolvency Act 1986; or

21.2.5 A creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Provider’s assets and such attachment or process is not discharged within fourteen (14) Days; or

21.2.6 He dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Capacity Act 2005; or

21.2.7 He suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of his business; or

21.2.8 Any similar event occurs under the Law of any other jurisdiction within the United Kingdom.

21.3 Provider Change of Control.

21.3.1 The Provider shall provide the council with prior written notice if the Provider is to undergo (or where it is contemplated) a change of control within the meaning of Section 416 of the Income and Corporation Tax Act 2010 (“change of control”). The Provider must seek the council’s prior approval to the change of control (“Approval”).

21.3.2 The council may terminate the Agreement by notice in writing with immediate effect of being notified that a change of control has occurred where the Provider did not provide prior notification of the change of control and where prior Approval to the change of control was not sought.

21.3.3 Where no notification has been made the council may terminate the Agreement by notice in writing with immediate effect of becoming aware of a change of control.

21.3.4 The council shall not be permitted to terminate this Agreement under this clause 21.3 where an Approval was granted prior to the change of control.

21.3.5 The council may at its sole discretion grant Approval to a change of control retrospectively upon application by the Provider for Approval to a change of control that has already occurred.

21.3.6 The council may attach conditions which it deems reasonable to the granting of any Approval regardless of whether such Approval is sought before the change of control has occurred or after the change of control.

21.3.7 The Provider shall be responsible for paying the council’s reasonable costs in granting and processing any Approval sought under this clause 21.3.

21.4 Without affecting any other right or remedy available to it, the council may terminate this Agreement, or any part of this Agreement, in writing with immediate effect, or on the expiry of the period specified in the Termination Notice, if one or more of the following circumstances occurs or exists.

21.4.1 If the Provider is in breach of this Agreement, which is irremediable.

21.4.2 In the event of a Major Contractual Concern as set out in Schedule 6 - Appendix 2 (Escalation Policy).

21.4.3 The Provider commits Moderate or a series of Minor Contractual Concerns as set out in Schedule 6 and fails to remedy the default within the timescales specified in Schedule 6; or, if the default may fundamentally affect the health, safety or wellbeing of Individuals, such other period as may be specified by the council.

21.4.4 If at any time the Provider ceases to hold a valid CQC registration (where required), or the Provider has been convicted of an offence under the Health and Social Care Act 2008 such that it would be unlawful for the council to continue to contract with the Provider for the provision of the Services, or the penalty for such an offence is a fine equal to or exceeding level 5 on the standard scale or a prison sentence.

21.5 Notwithstanding clauses 20 to 22, the parties fully accept that choice is important to an Individual and that on occasions this Agreement, or any part of this Agreement, may be terminated upon immediate notice. In such cases, the council will notify the Provider of this and any notification and Payment Rates will be capped to fourteen (14) Days from the date the council informs the Provider.

22.0 Suspension

22.1 If the Provider commits an act or makes an omission which amounts to a Minor or Moderate Contractual Concern and fails to take the Action Plan described in Schedule 6 or remedy the Minor or Moderate Contractual Concern set out in Schedule 6, the council will be entitled to serve a notice of suspension (“a Default Notice”).

22.2 The Default Notice will set out the nature of the Minor or Moderate Contractual Concern, the date when the Service or relevant part of the Service is to be suspended, the steps reasonably required to remedy the Minor or Moderate Concern and the timescale for remedying the same.

22.3 If the Provider satisfactorily rectifies the Minor or Moderate Contractual Concern within the timescale for remedying the same in the escalation policy at Schedule 6, the council may serve on the Provider a resumption notice which will set out the date upon which the Service is to be resumed and such reasonable conditions relating to the Provider’s resumption of the Service.

22.4 If the Minor or Moderate Contractual Concern is not rectified within the timescale for remedying the same in the escalation policy at Schedule 6, or is not satisfactorily rectified, the suspension shall continue, or the council may terminate under clause 21.4.

22.5 The Provider will reimburse the council and indemnify the council against all reasonable costs and expenses above the Payment Rates, incurred by the council as a result of any suspension under this clause 22.

23.0 Consequences of termination

23.1 Where the council terminates the Agreement in part or in whole , and then makes other arrangements for the provision of Services and subject to taking reasonable steps to mitigate its loss, the council shall be entitled to recover from the Provider the cost of making those other arrangements and any additional reasonable expenditure incurred by the council. No further Payments shall be payable by the council to the Provider until the council has established the final cost of making those other arrangements. With regard to the application of this clause the council acknowledges its general duty to mitigate any losses it might suffer.

24.0 Assignment and novation

24.1 The council shall be entitled to transfer, assign, novate or otherwise dispose of its rights and obligations under this Agreement or any part thereof to any successor authority provided that any such assignment, novation or other disposal shall not increase the burden of the Provider’s obligations under the Agreement.

24.2 Where the Provider wishes to transfer, assign, novate or otherwise dispose of its rights and obligations under this Agreement or any part thereof to any successor company, the Provider:

24.2.1 Shall notify the council seeking the council’s prior written consent.

24.2.2 Comply with the council’s internal due diligence process as directed by the council.

24.2.3 Undertake that any potential implication of VAT has been addressed and rectified under the council’s direction in compliance with clause 7.5.

For the avoidance of doubt, the council reserves its right to refuse consent to allow the Provider to transfer, assign, novate or otherwise dispose of its rights and obligations under this Agreement.

24.3 Pursuant to clause 24.2 if the council approves novation of this Agreement to a replacement provider and company the Provider shall comply with the council’s requirements set out in clause 7.5 in relation to the application of VAT.

24.4 The Provider may not subcontract any part of this Agreement without the prior written consent of the council. In the event that the council consents to the Provider entering into a subcontract, the subcontract must:

24.4.1 Mirror and reflect the terms and conditions of this Agreement.

24.4.2 Require the Provider to pay any undisputed sums due to the sub-contractor within 30 days of receipt of a valid invoice.

24.4.3 Require the counterparty to that subcontract to include in any subcontract it awards a provision having the same effect as clause 24; and

24.4.4 Require the subcontractor to refrain from acting, or act, in any way which would cause the Provider to be in breach of this Agreement.

24.5 The Provider shall ensure that any subcontractor or replacement provider (pursuant to a novation) that performs any part of the Services pursuant to this Clause 24 shall be fully supplied with all relevant information about the Provider’s obligations under this Agreement. The Provider shall remain responsible for all acts and omissions of its subcontractors and the acts and omissions of those employed or engaged by the subcontractors as if they were its own. An obligation on the Provider to do, or to refrain from doing, any act or thing shall include an obligation on the Provider to procure that its employees, staff and agents and subcontractors' employees, staff and agents also do, or refrain from doing, such act or thing.

25.0 Disputes

25.1 If the council believes that the Services are deficient, the Provider shall be formally notified in writing by the council, inviting the Provider at the earliest possible opportunity to discuss the matter and giving clear indications as to how the Services have not been satisfactory.

25.2 After such discussions, the Provider shall remedy any agreed faults within an agreed, reasonable timescale. Once the council has formally notified the Provider of any such deficiencies, it shall be entitled to withhold payment for the Services, or part pay for the Services as it sees fit.

25.3 If the Provider is unable or unwilling to remedy the above faults, the council may terminate this Agreement forthwith. If the Provider feels that the Services are not at fault or that the council is unfair in its judgment of the quality of the Services, and the parties are unable to agree the matter amicably between them, the matter may be resolved by reference to an independent mediator who is acceptable to both parties, and whose decision both parties agree shall be final. Both parties shall share the cost of mediation.

25.4 The parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with this Agreement within thirty (30) Days of either party notifying the other of the dispute. Such efforts shall involve the escalation of the dispute to the corporate director (or equivalent) of each Party.

25.5 Nothing in this dispute resolution procedure shall prevent the parties from seeking from any court of the competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act.

25.6 The performance of the Services shall not be suspended, cease or be delayed by the reference of a dispute to mediation and the Provider (or employee, agent, Provider or subcontractor) shall comply fully with the requirements of this Agreement at all times.

25.7 In order to resolve a dispute, the following procedure is to be followed.

25.7.1 Inform the other Party of the need for a meeting between the council and Provider Authorised Officer within seven (7) Working Days, or such other period that might be agreed.

25.7.2 If the dispute remains unresolved, then either Party may refer it to the senior officer of each Party for resolution and the same will meet for discussion within fourteen (14) Working Days thereafter or such shorter period as the parties may agree.

25.7.3 If the dispute is still not resolved, then the matter will, if both parties agree in writing, be referred to an independent mediator as soon as reasonably practicable.

25.7.4 The mediator shall be an individual agreeable to both parties.

25.7.5 If the parties are unable to agree on a mediator, or if the mediator agreed upon is unable or unwilling to act, either Party shall, within fourteen (14) Working Days from the date of the proposal to appoint a mediator, or within fourteen (14) Working Days of notice to either Party that he or she is unable or unwilling to act, apply to the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure (“the Model Procedure”) unless (a) the council considers that the dispute is not suitable for resolution by mediation or (b) the Provider does not agree to mediation.

25.7.6 To initiate a mediation, a Party must give notice in writing (“ADR notice”) to the other Party to the dispute addressed to its Chief Executive (or senior officer if it does not have a Chief Executive) requesting a mediation in accordance. A copy of the request should be sent to CEDR.

25.7.7 The procedure in the Model Procedure will be amended to take account of any:

• (a) relevant provisions in the Agreement; or
• (b) other agreement which the parties may enter into in relation to the conduct of the mediation (“Mediation Agreement”)

25.7.8 If there is any point on the conduct of the mediation (including as to the nominator of the mediator) upon which the parties cannot agree within fourteen (14) Working Days from the date of the ADR notice, CEDR will, at the request of any Party, decide that point for the parties, having consulted with them.

25.7.9 The mediation will start not later than twenty-eight (28) Working Days from the date of the ADR notice.

25.7.10 Costs for this process shall be borne by the fault bearing party.

25.7.11 Both parties agree to co-operate with the requirements of the appointed mediator and agree that all negotiations regarding the matters in dispute shall be strictly confidential.

25.7.12 If the dispute is still unresolved then the parties can agree to refer the matter to arbitration or the courts.

26.0 Modern slavery

26.1 The parties agree to:

26.1.1 Comply with all applicable anti-slavery and human trafficking Laws, statutes, regulations and codes from time to time in force including, but not limited to, the Modern Slavery Act 2015.

26.1.2 Have and maintain throughout the term of this Agreement its own policies and procedures to ensure its compliance; and

26.1.3 Not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK.

27.0 No waiver

27.1 No delay, neglect or forbearance on the part of either party in enforcing against the other party any term or condition of the Agreement shall either be or be deemed to be a waiver or in any way prejudice any right of that party under this Agreement.

28.0 Variation

28.1 Any variation to this Agreement shall be evidenced in writing.

28.2 The council reserves the right to unilaterally vary this Agreement.

29.0 Force majeure

29.1 Neither party shall be liable for delay in performing or failing to perform its obligations under this Agreement if the delay or failure results from a Force Majeure Event circumstances beyond its reasonable control. Such delay or failure shall not constitute a breach of this Agreement and the time for performance shall be extended by a period equivalent to that during which performance is prevented, provided that if such delay or failure persists for more than one month nothing in this clause shall be taken to limit or prevent the exercise of the right to terminate under clause 20 (Break Clause).

29.2 A Party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to any failure or delay in performing its obligations under this Agreement, shall forthwith notify the other and shall inform the other of the period for which it is estimated that such failure or delay will continue. The affected Party shall take all reasonable steps to mitigate the effect of the Force Majeure Event.

30.0 Personnel

30.1 The Provider shall ensure that all individuals employed or engaged in connection with the Services are of suitable character and are appropriately qualified, trained and experienced in the area of work which they are to perform.

30.2 The Provider shall ensure that there are at all times an adequate number of individuals employed or engaged to provide the Services in accordance with this Agreement.

30.3 The Provider shall ensure that where applicable, Staff employed or engaged in providing the Services are registered with the appropriate professional regulatory body.

30.4 The Provider shall ensure that its representatives:

30.4.1 Are adequately supervised and informed of the aspects of this Agreement applicable to them so that they can comply with the terms of this Agreement.

30.4.2 Will be assigned to provide the Services in accordance with any specific requirement of this Agreement.

30.4.3 Other than as permitted by this Agreement, do not solicit or act in such a manner as to induce payment for performance of the Services; and

30.4.4 Act in a courteous and considerate manner and do not use foul or offensive language, or bring with them offensive materials or consume intoxicating liquor or illegal drugs whilst either on council Premises or while providing the Services.

30.5 Subject to clause 30.6, the Contract Manager may require the Provider, by notice in writing which shall include his or her reasons for the same, to reprimand or remove from the provision of the Services any Representatives specified by such notice (including without limitation the Provider’s Manager). Where required the Service Provider shall forthwith remove such Representatives from the provision of the Services and provide a replacement as appropriate to ensure that the Services are carried out in accordance with the Specification. Any Representatives removed from work under the provisions of this clause 30.7 may not be employed subsequently in the provision of the Services without the written consent of the Contract Manager.

30.6 The Contract Manager shall not require removal of personnel under clause 30.7 unless he has given due consideration as to whether the council would (if the individual concerned were an employee of the council) take the same action against such employee in the same or similar circumstances.

30.7 The council shall not be liable either to the Provider or to any Representative in respect of any liability loss or damage occasioned by the operation of clause 30.7.

31.0 Rights and duties reserved

31.1 All rights, duties and powers which the council has as a local authority or which the council’s officers have as local authority officers are expressly reserved.

32.0 Survival of terms

32.1 The terms of the Agreement will (except in respect of any obligations fully performed prior to or at the completion of the Services) continue in force and effect after the completion of the Services by the Provider.

33.0 Authority to enter into the agreement

33.1 Each of the parties warrants its power to enter into this Agreement and that it has obtained the necessary approvals to do so.

34.0 Entire agreement

34.1 This Agreement contains the whole agreement between the parties and neither party has relied upon any oral or written representations made to it by the other or the other’s employees, representatives or agents and this Agreement supersedes any prior agreement between the parties.

35.0 Governing law

35.1 This Agreement shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

36.0 TUPE

36.1 Not used.

37.0 Exit plan

37.1 The Provider shall, within three (3) Months after the Commencement Date, produce an Exit Plan in accordance with and based on the principles set out in Schedule 12 for the orderly transition of the Services from the Provider to the council and any New Service Provider in the event of any termination or expiry of this Agreement (in whole or in part). If the parties are unable to agree the contents of the Exit Plan either party may refer the dispute for resolution in accordance with the dispute resolution provisions in clause 25.

38.0 General

38.1 The termination of the Agreement will not prejudice or affect any claim, right, action or remedy that will have accrued or will thereafter accrue to either party.

38.2 The Provider agrees and confirms that the council’s Service Director is authorised as persons to whom the Service Provider’s Representatives may make a qualifying disclosure under the Public Interest Disclosure Act 1998 and declares that any of its Representatives making a protected disclosure (as defined by that Act) shall not for that reason be subjected to any detriment or disadvantage. The Provider further declares that any provision in an agreement purporting to preclude any Representative from making a protected disclosure is void.

38.3 The Provider acknowledges that the council has a duty under the Counter Terrorism and Security Act 2015 (“CTSA 2015”) to have due regard to the requirement to prevent people from being drawn into terrorism. The Provider shall, and shall procure that its Representatives shall, give all reasonable assistance and support to the council in meeting its duty as a specified authority pursuant to the CTSA 2015 (and all regulations made thereunder) and the Service Provider shall have regard to the statutory guidance issued under section 29 of the CTSA 2015.

38.4 In performing its obligations under the Agreement, the Provider shall:

38.4.1 Comply with all applicable anti-slavery and human trafficking laws, statutes, regulations from time to time in force including but not limited to the Modern Slavery Act 2015.

38.4.2 Not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK.

38.4.3 Include in contracts with its direct subcontractors and supplier's provisions which are at least as onerous as those set out in this clause 38.4; and

38.4.4 Notify the council as soon as it becomes aware of any actual or suspected slavery or human trafficking in a supply chain which has a connection with this contract.

38.5 Subject to Schedule 11 (TUPE), it is agreed for the purposes of the Contracts (Rights of Third Parties) Act 1999 that this Agreement is not intended to, and does not, give to any person who is not a party to this Agreement any rights to enforce any provisions contained in this Agreement except for any person to whom the benefit of this Agreement is assigned in accordance with clause 24 (Assignment).

38.6 The provisions of this Agreement are binding on any successors in title of the parties.

38.7 All rights and duties which the council has as a local authority or which the council’s officers have as local authority officers including as a local planning authority and as a waste disposal authority are reserved to the council and the council’s officers.

38.8 The Provider is required to have in place adequate and appropriate measures to ensure, where reasonably practicable, that it is able to continue providing the Services within a predetermined time in the event of a disruption (including in the event of an emergency (as defined in part 1 of the Civil Contingencies Act 2004)) which partially or completely interrupts the Service Provider’s business critical functions and which would otherwise impact the Services.

38.9 Any notice required by this Agreement to be given by either Party to the other shall be in writing and shall be served personally or by sending it by both email and post or recorded / signed for delivery to the appropriate address notified to each other. Any notice served personally will be deemed to have been served on the day of delivery while any notice sent by email and post will be deemed to have been served forty-eight (48) hours after it was posted save where the deemed date of service falls on a day other than a Working Day in which case the date of service will be the following Working Day.

38.10 The Provider and its Sub-Contractors shall not be deemed to be an agent of the council and neither the Provider nor its Sub-Contractors shall hold themselves out as having authority or power to bind the council in any way other than as expressly provided by this Agreement.

38.11 Nothing in this Agreement shall be construed as creating a partnership within the meaning of the Partnership Act 1890, or as a contract of employment between the Service Provider and the council.

38.12 The Provider shall not assign, novate or otherwise dispose of any of its rights or benefits under this Agreement other than with the prior written consent of the council, which consent the council may in its absolute discretion either refuse or grant either fully or subject to specified limitations.

38.13 The Provider shall not be entitled to sub-contract, sub licence or otherwise dispose of the provision of the Services or any part thereof without the prior written consent of the council.

38.14 In the event that the Provider enters into any sub-contract in connection with this Agreement it shall:

38.14.1 Remain responsible to the council for the performance of its obligations under this Agreement notwithstanding the appointment of any subcontractor and be responsible for the acts and omissions of its subcontractors.

38.14.2 Impose obligations on its sub-contractor in the same terms as those imposed on it pursuant to this Agreement and shall procure that the sub-contractor complies with such terms; and

38.14.3 Provide a copy, at no charge to the council, of any such sub-contract on receipt of a request for such by the authorised officer.

38.15 No term or provision of this Agreement shall be considered as waived by any Party unless a waiver is given in writing by that Party and specifically states that it is a waiver of such term or provision. No waiver shall be a waiver of a past or future Default or breach, nor shall it amend, delete or add to the terms, clauses or provisions of this Agreement unless (and then only to the extent) that it is expressly stated in that waiver.

38.16 Each Party shall use all reasonable endeavours to ensure that any formal public statements made by a Party as to each other’s activities or the performance of this Agreement shall only be made after consultation with the other Party, except as required otherwise by law. Neither Party shall make use of the other Party’s logo without their express permission.

38.17 Each of the parties will pay their own costs and expenses incurred in connection with the negotiation, preparation, execution, completion and implementation of this Agreement.

38.18 If any provision of this Agreement shall become or shall be declared by any court of competent jurisdiction to be invalid or unenforceable in any way, such invalidity shall not impair or affect any other provision all of which shall remain in full force and effect.

38.19 This Agreement constitutes the entire agreement between the parties relating to the subject matter of this Agreement. This Agreement supersedes all prior negotiations, representations and undertakings, whether written or oral, except that this clause 38.19 shall not exclude liability in respect of any fraudulent misrepresentation.

38.20 The Service Provider also agrees to comply with the Caldicott Principles: The Caldicott Principles - GOV.UK (www.gov.uk).

38.21 In the event that a complaint is raised regarding the Services provided under this Agreement, the parties shall adhere to the procedures set out in Schedule 7 (Complaints Procedure).

38.22 Environmental Responsibility.

38.22.1 The Provider shall perform its obligations under this Contract in accordance with the council’s Environmental Policy. This includes, but is not limited to, taking all reasonable steps to:

• (a) Conserve energy, water, wood, paper, and other natural resources
• (b) Reduce waste and promote recycling and reuse wherever practicable
• (c) Phase out the use of ozone-depleting substances
• (d) Minimise the release of greenhouse gases, volatile organic compounds, and other substances harmful to human health or the environment

38.22.2 The Provider shall ensure that its employees, agents, and subcontractors are made aware of, and act in accordance with, these environmental objectives for the duration of the Contract.

38.22.3 The council reserves the right to monitor the Provider’s compliance with this clause, including through audits, inspections, or requests for evidence of sustainable practices.

38.22.4 In the event of a material breach of this clause, the council may require the Provider to submit a corrective action plan within a specified timeframe. Continued or serious non-compliance may be considered a breach of contract and may result in remedies including, but not limited to, suspension of services, withholding of payment, or termination of the Contract.

Schedules

1. Schedule 1 - Definitions
2. Schedule 2 - Specification
3. Schedule 3 - Payment Process
4. Schedule 4 - Officer Details
5. Schedule 5 - Service Order
6. Schedule 6 - Performance Monitoring  
7. Schedule 7 - Complaints Procedure  
8. Schedule 8 - Not used
9. Schedule 9 - Not used
10. Schedule 10 - Not used
11. Schedule 11 - Not used
12. Schedule 12 - Not used
13. Schedule 13 - Not used

1.0 Interpretation

Conditions: the terms and conditions set out in this document

Contract: the Contract between the Council and the Supplier for the sale and purchase of the Goods or the supply of Services in accordance with these Conditions

Council: North Northamptonshire Council

Delivery Date: the date specified in the Order

Delivery Location: the address for the delivery of the Goods/Services as set out in the Order

Goods: the goods (or any part of them) to be supplied by the Supplier and identified in the Order and/or the Specification

Order: the Council’s order for the Goods/Services as set out in the Council’s purchase order form

Services: the services to be provided by the Supplier as identified in the Order

Specification: any specification for the Goods/Services including any supporting documentation, related plans and/or drawings that are agreed by the Council with the Supplier.

Supplier: the company or entity from whom the Council purchases the Goods/Services.

2.0 Basis of contract

2.1. These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by law, trade, custom, practice or course of dealing.

2.2. The Order constitutes an offer by the Council to purchase the Goods/Services in accordance with these Conditions.

2.3. The Order shall be deemed to be accepted on the earlier of the Supplier issuing a written acceptance of the Order; or the Supplier doing any act consistent with fulfilling the Order at which point the Contract shall come into existence.

3.0 The goods

3.1. The Supplier shall ensure that the Goods shall:

3.1.1. Correspond with their description and any applicable Specification;

3.1.2. 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 Council expressly or by implication and in the respect the Council, relies on the Supplier’s skill and judgement

3.1.3. Be free from defects in design, material and workmanship and remain so for twelve (12) months after delivery; and

3.1.4. Comply with all statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling

3.2. The Supplier shall ensure that it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract.

3.3. The Council may inspect and test the Goods at any time before delivery. The Supplier shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Supplier’s obligations under the Contract.

3.4. If following such inspection or testing, the Council considers that the Goods do not conform, or are unlikely to comply with the Supplier’s undertaking at clause 3.1 the Council shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.

4.0 Delivery of goods

4.1. Title and risk in the Goods shall pass to the Council on completion of delivery.

4.2. The Supplier shall ensure that:

4.2.1. The Goods are properly packed and secured in such a manner as to enable them to reach their destination in good condition; and

4.2.2. Each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number, the type and quantity of the Goods, special storage instructions (if any) and, if the Goods are delivered in instalments, the outstanding balance of Goods remaining to be delivered.

4.3. The Supplier shall deliver the Goods:

4.3.1. On the Delivery Date;

4.3.2. At the Delivery Location; and

4.3.3. During the Council’s normal business hours, or as instructed by the Council.

4.4. Delivery of the Goods shall be completed on the completion of unloading the Goods at the Delivery Location.

4.5. The Supplier shall not deliver the Goods in instalments without the Council’s prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time, or at all, or any defect in an instalment shall entitle the Council to the remedies set out in clause 6. 

5.0 The services

5.1. The Supplier shall provide the Services to the Council from the date set out in the Order and for the duration of the Contract.

5.2. The Supplier shall meet any performance dates for the Services specified in the Order or that the Council notifies to the Supplier and time shall be of the essence in relation to any of those performance dates.

5.3. In providing the Services, the Supplier shall:

5.3.1. Co-operate with the Council in all matters relating to the Services, and comply with all instructions of the Council

5.3.2. Perform the Services with the best care, skill and diligence, and in accordance with best practice in the Supplier’s industry, profession or trade

5.3.3. Use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with the Contract

5.3.4. Ensure that the Services will conform with all descriptions, standards and specifications set out in the Specification

5.3.5. Use the best quality goods, materials, standards and techniques

5.3.6. Observe all health and safety rules and regulations and any other security requirements that apply at any of the Councils premises; and

5.3.7. Provide all equipment, tools and vehicles and such other items as are required to provide the Services.

6.0 Council remedies

6.1. In the event that:

i) The Goods are not delivered on the Delivery Date, or do not comply with the conditions set out in clause 3.1; or;
ii) The Supplier fails to perform the Services in accordance with these Conditions or by the applicable dates,

The Council shall, without limiting any of the rights or remedies available to it, have one or more of the following rights:

6.1.1. To terminate the Contract with immediate effect by giving written notice to the Supplier;

6.1.2. To reject the Goods (in whole or in part) and return them to the Supplier at the Supplier’s own risk and expense;

6.1.3. To require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods;

6.1.4. To refuse to accept any subsequent delivery of the Goods or any subsequent performance of the Services which the Supplier attempts to substitute Goods/Services from a third party; and/or

6.1.5. To claim damages for any additional costs, loss or expenses incurred by the Council arising from the Supplier’s failure to carry out its obligations under this Contract.

6.2. The Council’s rights or remedies under this Contract are in addition to its rights and remedies implied by statute and common law.

7.0 Price and payment

7.1. The price to be paid for the Goods/Services shall be the price (exclusive of VAT) set out in the Order, which shall be a fixed price unless otherwise agreed by the Council.

7.2. The Council shall pay correctly rendered invoices within thirty (30) days of receipt of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier.

7.3. The Council may at any time, without limiting any of its rights or remedies, set off any liability of the Supplier to the Council against any liability of the Council to the Supplier.

8.0 Indemnity

8.1. The Supplier shall keep the Council indemnified against any and all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest,

8.2. penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Council arising out of, or in connection with:

8.1.1. any claim made against the Council for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, the manufacture, supply or use of the Goods/Services;

8.1.2. any claim made against the Council by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in the Goods or the supply of the Services; and

8.1.3. any claim made against the Council by a third party arising out of or in connection with the supply of the Goods, as delivered.

This clause 8 shall survive termination of the Contract.

9.0 Insurance

9.1. During the term of the Contract and for a period of six (6) years thereafter, the Supplier shall maintain in force, with a reputable insurance company:

9.1.1. Employers liability as required by law;

9.1.2. Professional indemnity insurance in the sum of less than £1,000,000 (one million pounds); and

9.1.3. Product liability insurance and public liability insurance in the sum of not less than £5,000,000 (five million pounds).

To cover the liabilities that may arise under or in connection with the Contract, and shall, on the Council’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance.

10.0 Information sharing and confidentiality

10.1. The Supplier acknowledges that the Council must comply with the provisions of the Freedom of Information Act 2000 and the Environmental Information Regulations 2004 and where applicable, the Supplier shall provide, at its cost, all necessary assistance to enable the Council to comply with its obligations under the Acts.

10.2. The Supplier shall comply in all respects with the provisions of the General Data Protection Regulation (Regulation (EU) 2016/679) and the Data Protection Act 2018 as amended and will

10.3. indemnify the Council against all actions, costs, claims, proceedings or demands that may be brought, or made against the Council under the Acts which arise from the improper use, disclosure or transfer of personal data by the Supplier.

11.0 Termination

11.1. The Supplier shall keep confidential all information belonging to, or provided by the Council in connection with this Contract and shall not use or disclose it to any third party without the express consent of the Council, except to the extent permitted by law.

Without limiting its other rights or remedies, the Council may terminate the Contract with immediate effect by giving written notice to the Supplier if:

11.1.1. The Supplier commits a material breach of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within fourteen (14) days of receipt of a notice in writing to do so;

11.1.2. The Supplier repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract;

11.1.3. The Supplier is an individual and commits an act of bankruptcy; or

11.1.4. The Supplier is a company and calls a meeting of its creditors,
Then the Council may terminate the Contract with immediate effect by notice to the Supplier.

11.2. The Council may terminate the Contract for convenience by giving the Supplier three (3) months written notice.

12.0 Compliance with relevant laws and policies

12.1. The Supplier shall comply with all statutes, orders regulations or bye laws applicable to the performance of the Contract, and shall indemnify the Council against any losses, claims, liabilities, expenses, proceedings or otherwise, as a result of the Supplier’s non- compliance with the same.

13.0 Force majeure

13.1. Neither party shall be in breach of the Contract, nor liable for delay in performing, or failure to perform any of its obligations under the Contract if such delay or failure results from events, circumstances, or causes beyond its reasonable control. If the period of delay or non-performance continues for two (2) weeks, the party not affected may terminate the Contract by giving two (2) weeks written notice to the affected party.

14.0 Assignment and sub-contracting

14.1. The Supplier shall not assign, sub- contract, or in any other way dispose of the Contract or any part of it without the prior written consent of the Council.

15.0 Waiver

15.1. No delay, neglect, or forbearance on the part of either party to exercise any right or remedy provided under the Contract, or by law shall constitute a waiver or in any way prejudice any right of that party under this Contract.

16.0 Partnership

16.1. Nothing in the Contract shall be construed as creating a partnership, a contract of employment, or a relationship of principal and agent between the Council and the Supplier.

17.0 The Contracts (Rights of Third Parties) Act 1999 

17.1. No person who is not a party to the Contract shall have any right to enforce any term of the Contract, which expressly or by implication, confers a benefit on them without the prior agreement in writing of both parties.

18.0 Variation

18.1. The Contract shall not be varied or amended unless such variation or amendment is agreed in writing by the Council and the Supplier.

19.0 Notices

19.1. Any notice to be given by either party to the other shall be given be in writing and addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) and shall be delivered personally, or sent by pre-paid first class post or commercial courier. All such notices shall be deemed to have been received: on the day of delivery if sent by pre-paid first class post; or if delivered by commercial courier on the date and at the time that the courier’s delivery receipt is signed.

20.0 Entire agreement

20.1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

21.0 Governing law and jurisdiction

21.1. This Contract shall be governed by and interpreted in accordance with English law and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

21.2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.