EMPLOYMENT EXIT PROVISIONS. 2.1 The Contractor agrees that, subject to compliance with the Data Protection Legislation: 2.1.1 within 20 days of the earliest of: (i) receipt of a notification from the Authority of a Service Transfer or intended Service Transfer; or (ii) receipt of the giving of notice of early termination of this Contract or any part thereof; or (iii) the date which is 6 months before the expiry of the Initial Contract Period or any renewal term, and, in any event, on receipt of a written request of the Authority at any time, it shall provide the Contractor's Provisional Staff List and the Staffing Information to the Authority or, at the direction of the Authority, to a Replacement Contractor and it shall provide an updated Contractor's Provisional Staff List when reasonably requested by the Authority or, any Replacement Contractor; 2.1.2 at least 14 days prior to the Service Transfer Date, the Contractor shall prepare and provide to the Authority and/or, at the direction of the Authority, to the Replacement Contractor, the Contractor's Final Staff List, which shall be complete and accurate in all material respects. The Contractor's Final Staff List shall identify which of the Contractor's Staff named are Transferring Employees; 2.1.3 the Authority shall be permitted to use and disclose the Contractor's Provisional Staff List, the Contractor's Final Staff List and the Staffing Information for informing any Tenderer or other prospective Replacement Contractor for any services which are substantially the same type of services (or any part thereof) as the Services; and 2.1.4 upon reasonable request by the Authority the Contractor shall provide the Authority or at the request of the Authority, the Replacement Contractor, with access (on reasonable notice and during normal working hours) to such employment records (and provide copies) as the Authority reasonably requests. 2.2 The Contractor warrants that the Contractor's Provisional Staff List, the Contractor's Final Staff List and the Staffing Information will be true and accurate in all material respects. 2.3 From the date of the earliest event referred to in paragraph 2.1.1 of this Schedule 6, the Contractor agrees that it shall not without the prior written consent of the Authority, assign any person to the provision of the Services (or the relevant part) which is the subject of a Service Transfer who is not listed in the Contractor's Provisional Staff List and shall not without the prior written consent of the Authority (such consent not to be unreasonably withheld or delayed): 2.3.1 increase the total number of employees listed on the Contractor's Provisional Staff List save for fulfilling assignments and projects previously scheduled and agreed with the Authority; 2.3.2 make, propose or permit any changes to the terms and conditions of employment of any employees listed on the Contractor's Provisional Staff List; 2.3.3 increase the proportion of working time spent on the Services (or the relevant part) by any of the Contractor's Staff save for fulfilling assignments and projects previously scheduled and agreed with the Authority; 2.3.4 introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the Contractor's Provisional Staff List; and 2.3.5 replace any of the Contractor's Staff listed on the Contractor's Provisional Staff List or deploy any other person to perform the Services (or the relevant part) or increase the number of employees or terminate or give notice to terminate the employment or contracts of any persons on the Contractor's Provisional Staff List. The Contractor will promptly notify the Authority or, at the direction of the Authority, the Replacement Contractor of any notice to terminate employment received from any persons listed on the Contractor's Provisional Staff List regardless of when such notice takes effect. 2.4 At least 14 days before the expected Service Transfer Date, the Contractor shall provide to the Authority or any Replacement Contractor, in respect of each person (subject to compliance with Data Protection Legislation) on the Contractor's Final Staff List who is a Transferring Employee, their: 2.4.1 pay slip data for the most recent month; 2.4.2 cumulative pay for tax and pension purposes; 2.4.3 cumulative tax paid; 2.4.4 tax code; 2.4.5 voluntary deductions from pay; and 2.4.6 bank or building society account details for payroll purposes. 2.5 In connection with a Relevant Transfer, the parties agree that: 2.5.1 the Contractor shall perform and discharge all its obligations in respect of all the Transferring Employees and their representatives for its own account up to and including the Service Transfer Date. 2.5.2 The Contractor shall indemnify the Authority and any Replacement Contractor in full for and against all claims costs, expenses or liabilities whatsoever and howsoever arising, incurred or suffered by the Authority or any Replacement Contractor including without limitation all legal expenses and other professional fees (together with any VAT thereon) in relation to: 2.5.2.1 the Contractor's failure to perform and discharge any such obligation; 2.5.2.2 any act or omission by the Contractor on or before the Service Transfer Date or any other matter, event or circumstance occurring before the Service Transfer Date; 2.5.2.3 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contributions and otherwise) payable in respect of any period on or before the Service Transfer Date; 2.5.2.4 any claim arising out of the provision of, or proposal by the Contractor to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or before the Service Transfer Date; 2.5.2.5 any claim made by or in respect of any person employed or formerly employed by the Contractor other than a Transferring Employee for which it is alleged the Authority or any Replacement Contractor may be liable by virtue of this Contract and/or the TUPE Regulations; 2.5.2.6 any act or omission of the Contractor in relation to its obligations under Regulation 11 of the TUPE Regulations, or in respect of an award of compensation under Regulation 12 of the TUPE Regulations except to the extent that the liability arises from the Authority or Replacement Contractor's failure to comply with Regulation 11 of the TUPE Regulations; and 2.5.2.7 any statement communicated to or action done by the Contractor or in respect of, any Transferring Employee on or before the Service Transfer Date regarding the Service Transfer which has not been agreed in advance with the Authority in writing. 2.6 The Contractor shall indemnify the Authority and any Replacement Contractor in respect of any claims arising from any act or omission of the Contractor in relation to any other Contractor's Staff who is not a Transferring Employee during any period whether before, on or after the Service Transfer Date. 2.7 The Authority shall indemnify the Contractor against all claims arising from the Authority's failure to perform and discharge any obligation and against any Claims in respect of any Transferring Employees arising from or as a result of: 2.7.1 any act or omission by the Authority relating to a Transferring Employee occurring on or after the Service Transfer Date; and 2.7.2 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contribution and otherwise) accrued and payable after the Service Transfer Date. 2.7.3 any claim arising out of the provision of, or proposal by the Authority to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or after the Service Transfer Date; and 2.7.4 any act or omission of the Authority in relation to its obligations under Regulation 11 of the TUPE Regulations. 2.8 The parties shall co-operate to ensure that any requirement to inform and consult with the employees and or employee representatives in relation to any Relevant Transfer will be fulfilled. 2.9 The parties agree that the Contracts (Rights of Third Parties) Xxx 0000 shall apply to paragraphs 2.4 to 2.8 (inclusive) to the extent necessary to ensure that any Replacement Contractor shall have the right to enforce the obligations owed to, and indemnities given to, the Replacement Contractor by the Contractor in its own right under section 1(1) of the Contracts (Rights of Third Parties) Xxx 0000. 2.10 If, in the event of a Service Transfer to which the TUPE Regulations do not apply the following provisions shall apply: 2.10.1 the Authority or the Replacement Contractor can, at its discretion, make an offer in writing to any of the employees listed on the Contractor's Provisional Staff List or any Contractor's Staff assigned to the Services, to employ that employee under a new contract of employment to take effect at the earliest reasonable opportunity; 2.10.2 when the offer has been made by the Authority or Replacement Contractor and accepted by any employee or worker, the Contractor shall permit the employee or worker to leave his or her employment, as soon as practicable depending on the business needs of the Contractor which could be without the employee or worker having worked his full notice period, if the employee so requests and where operational obligations allow; 2.10.3 if the employee does not accept an offer of employment made by the Authority or Replacement Contractor, the employee shall remain employed by the Contractor and all claims in relation to the employee shall remain with the Contractor; and 2.10.4 if the Authority or the Replacement Contractor does not make an offer to any employee on the Contractor's Provisional Staff List or any Contractor's Staff, then that employee and all claims in relation to that employee remains with the Contractor.
Appears in 4 contracts
Samples: Contract for the Provision of Services, Contract for the Provision of Data Extracting Services, Contract for the Provision of Services
EMPLOYMENT EXIT PROVISIONS. 2.1 22.1 In the event of a Relevant Transfer the Authority or Replacement Provider will inherit liabilities in respect of the Relevant Employees with effect from the relevant Service Transfer Date and the Provider indemnifies and keeps the Authority indemnified against any Employment Liabilities and costs incurred in respect of the Relevant Employees prior to the Service Transfer Date.
22.2 The Provider shall and shall procure that any Sub-Contractor agrees thatshall, subject to compliance with the Data Protection Legislation:
2.1.1 within 20 14 days of the earliest of:
(i) receipt of a notification from the Authority of a Service Transfer or intended Service Transfer; or
(ii) receipt of the giving of notice of early termination of this Contract or any part thereof; or
(iii) the date which is 6 months before the expiry of the Initial Contract Period or any renewal term, and, in any event, on receipt of a written request from the Authority (or otherwise required by TUPE):
(a) that the Authority intends to either re-tender the Services or deliver the Services itself following expiry of the Authority at Agreement Period (or earlier termination) (b) of termination of the Agreement provide in respect of any timeperson engaged or employed by the Provider or any Sub- contractor in the provision of the Services, it shall provide the Contractor's Provider’s Provisional Staff List and the Staffing Information to the Authority or, at the direction of together with any other information required by the Authority, including information as to a Replacement Contractor and it the application of TUPE to the Staff. The Provider shall provide an updated Contractor's Provisional Staff List when reasonably requested by notify the Authority or, of any Replacement Contractor;material changes to this information as and when they occur.
2.1.2 at 22.3 At least 14 28 days prior to the Service Transfer Date, the Contractor Provider shall prepare and provide supply to the Authority and/or, at the direction of the Authority, or at the Authority’s direction to the Replacement ContractorProvider, the Contractor's Provider’s Final Staff List, which shall be complete and accurate in all material respects. The Contractor's Provider’s Final Staff List shall identify which of the Provider’s and the Sub-Contractor's ’s Staff named are Transferring Relevant Employees;.
2.1.3 the 22.4 The Authority shall be permitted to use and disclose the Contractor's Provider’s Provisional Staff List, the Contractor's Provider’s Final Staff List and the Staffing Information for informing any Tenderer tenderer or other prospective Replacement Contractor Provider for any services which that are substantially the same type of services as the Services (or any part thereof) as of the Services; and).
2.1.4 upon reasonable request by 22.5 The Provider warrants to the Authority the Contractor shall provide the Authority or at the request of the Authority, and the Replacement Contractor, with access (on reasonable notice and during normal working hours) to such employment records (and provide copies) as the Authority reasonably requests.
2.2 The Contractor warrants Provider that the Contractor's Provider’s Provisional Staff List, the Contractor's Provider’s Final Staff List and the Staffing Information (the “TUPE Information”) will be true and accurate in all material respects.
2.3 From the date of the earliest event referred to respects and that no persons are employed or engaged in paragraph 2.1.1 of this Schedule 6, the Contractor agrees that it shall not without the prior written consent of the Authority, assign any person to the provision of the Services other than those included on the Provider’s Final Staff List.
22.6 The Provider shall and shall procure that any Sub-Contractor shall ensure at all times that it has the right to provide the TUPE Information under the Data Protection Legislation.
22.7 The Authority regards compliance with this clause 22 as fundamental to the Agreement. In particular, failure to comply with clause 22.2 in respect of the provision of accurate information about the Relevant Employees shall entitle the Authority to suspend payment of the Fees until such information is provided, or indefinitely. The maximum sum that may be retained under this clause 22.7 shall not exceed an amount equivalent to the Fees that would be payable in the three month period following the Provider's failure to comply with clause 22.2.
22.8 Any change to the TUPE Information which would increase the total employment costs of those of the Provider’s Staff delivering the Services (or the relevant any part) which is the subject of a Service Transfer who is not listed in the Contractorsix months prior to the expiry of the Agreement Period or during any termination notice period shall not (so far as reasonably practicable) take place without the Authority's Provisional Staff List prior written consent, unless such changes are required by law. The Provider shall supply to the Authority full particulars of such proposed changes and the Authority shall be afforded reasonable time to consider them.
22.9 In the six months prior to expiry of the Agreement Period or during any termination notice period, the Provider shall not and shall procure that any Sub-Contractor shall not without the prior written consent of the Authority (such consent not to be unreasonably withheld materially increase or delayed):
2.3.1 increase decrease the total number of employees listed on those of the Contractor's Provisional Provider’s Staff List save for fulfilling assignments and projects previously scheduled and agreed with delivering the Authority;
2.3.2 makeServices (or any part), propose their remuneration, or permit make any changes to other change in the terms and conditions of employment of any those employees listed on the Contractor's Provisional Staff List;
2.3.3 increase the proportion of working time spent on the Services (or the relevant part) by any of the Contractor's Staff save for fulfilling assignments and projects previously scheduled and agreed with without the Authority;
2.3.4 introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the Contractor's Provisional Staff List; and
2.3.5 replace any of the Contractor's Staff listed on the Contractor's Provisional Staff List or deploy any other person to perform the Services (or the relevant part) or increase the number of employees or terminate or give notice to terminate the employment or contracts of any persons on the Contractor's Provisional Staff List. The Contractor will promptly notify the Authority or, at the direction of the Authority, the Replacement Contractor of any notice to terminate employment received from any persons listed on the Contractor's Provisional Staff List regardless of when such notice takes effectprior written consent.
2.4 At least 14 days before the expected Service Transfer Date, the Contractor shall provide to the Authority or any Replacement Contractor, in respect of each person (subject to compliance with Data Protection Legislation) on the Contractor's Final Staff List who is a Transferring Employee, their:
2.4.1 pay slip data for the most recent month;
2.4.2 cumulative pay for tax and pension purposes;
2.4.3 cumulative tax paid;
2.4.4 tax code;
2.4.5 voluntary deductions from pay; and
2.4.6 bank or building society account details for payroll purposes.
2.5 In connection with a Relevant Transfer, the parties agree that:
2.5.1 the Contractor shall perform and discharge all its obligations in respect of all the Transferring Employees and their representatives for its own account up to and including the Service Transfer Date.
2.5.2 22.10 The Contractor Provider shall indemnify and keep indemnified in full the Authority and any every Replacement Contractor in full for and Provider against all claims costs, expenses or liabilities whatsoever and howsoever arising, incurred or suffered by the Authority or any Replacement Contractor including without limitation all legal expenses and other professional fees (together with any VAT thereon) in relation Employment Liabilities relating to:
2.5.2.1 the Contractor's failure to perform and discharge any such obligation;
2.5.2.2 any act or omission by the Contractor on or before the Service Transfer Date or any other matter, event or circumstance occurring before the Service Transfer Date;
2.5.2.3 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contributions and otherwise) payable in respect of any period on or before the Service Transfer Date;
2.5.2.4 any claim arising out of the provision of, or proposal by the Contractor to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or before the Service Transfer Date;
2.5.2.5 any claim made by or in respect of any person employed or formerly employed by the Contractor other than a Transferring Employee for which it is alleged the Authority or any Replacement Contractor may be liable by virtue of this Contract and/or the TUPE Regulations;
2.5.2.6 any act or omission of the Contractor in relation to its obligations under Regulation 11 of the TUPE Regulations, or in respect of an award of compensation under Regulation 12 of the TUPE Regulations except to the extent that the liability arises from the Authority or Replacement Contractor's failure to comply with Regulation 11 of the TUPE Regulations; and
2.5.2.7 any statement communicated to or action done by the Contractor or in respect of, any Transferring Employee on or before the Service Transfer Date regarding the Service Transfer which has not been agreed in advance with the Authority in writing.
2.6 The Contractor shall indemnify the Authority and any Replacement Contractor in respect of any claims arising from any act or omission of the Contractor in relation to any other Contractor's Staff who is not a Transferring Employee during any period whether before, on or after the Service Transfer Date.
2.7 The Authority shall indemnify the Contractor against all claims arising from the Authority's failure to perform and discharge any obligation and against any Claims in respect of any Transferring Employees arising from or as a result of:
2.7.1 any act or omission by the Authority relating to a Transferring Employee occurring on or after the Service Transfer Date; and
2.7.2 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contribution and otherwise) accrued and payable after the Service Transfer Date.
2.7.3 any claim arising out of the provision of, or proposal by the Authority to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or after the Service Transfer Date; and
2.7.4 any act or omission of the Authority in relation to its obligations under Regulation 11 of the TUPE Regulations.
2.8 The parties shall co-operate to ensure that any requirement to inform and consult with the employees and or employee representatives in relation to any Relevant Transfer will be fulfilled.
2.9 The parties agree that the Contracts (Rights of Third Parties) Xxx 0000 shall apply to paragraphs 2.4 to 2.8 (inclusive) to the extent necessary to ensure that any Replacement Contractor shall have the right to enforce the obligations owed to, and indemnities given to, the Replacement Contractor by the Contractor in its own right under section 1(1) of the Contracts (Rights of Third Parties) Xxx 0000.
2.10 If, in the event of a Service Transfer to which the TUPE Regulations do not apply the following provisions shall apply:
2.10.1 the Authority or the Replacement Contractor can, at its discretion, make an offer in writing to any of the employees listed on the Contractor's Provisional Staff List or any Contractor's Staff assigned to the Services, to employ that employee under a new contract of employment to take effect at the earliest reasonable opportunity;
2.10.2 when the offer has been made by the Authority or Replacement Contractor and accepted by any employee or worker, the Contractor shall permit the employee or worker to leave his or her employment, as soon as practicable depending on the business needs of the Contractor which could be without the employee or worker having worked his full notice period, if the employee so requests and where operational obligations allow;
2.10.3 if the employee does not accept an offer of employment made by the Authority or Replacement Contractor, the employee shall remain employed by the Contractor and all claims in relation to the employee shall remain with the Contractor; and
2.10.4 if the Authority or the Replacement Contractor does not make an offer to any employee on the Contractor's Provisional Staff List or any Contractor's Staff, then that employee and all claims in relation to that employee remains with the Contractor.
Appears in 2 contracts
Samples: Concession Agreement, Dynamic Purchasing System Agreement
EMPLOYMENT EXIT PROVISIONS. 2.1 The Contractor agrees that6.1 This Agreement envisages that subsequent to its commencement, subject to compliance with the Data Protection Legislation:
2.1.1 within 20 days identity of the earliest of:
(i) receipt of a notification from the Authority of a Service Transfer or intended Service Transfer; or
(ii) receipt provider of the giving Services (or any part of notice the Services) may change (whether as a result of early termination of this Contract Agreement, or part or otherwise) resulting in a transfer of the Services in whole or in part (Subsequent Transfer). If a Subsequent Transfer is a Relevant Transfer then the Council or Replacement Service Provider will inherit liabilities in respect of the Relevant Employees with effect from the relevant Service Transfer Date.
6.2 The Trust shall procure that any Sub-Contractor shall on receiving notice of termination of this Agreement or otherwise, on request from the Council and at such times as required by TUPE, provide in respect of any person engaged or employed by the Trust or any part thereof; or
(iii) Sub-Contractor in the date which is 6 months before the expiry provision of the Initial Contract Period or any renewal termServices, and, in any event, on receipt of a written request of the Authority at any time, it shall provide the Contractor's Trust’s Provisional Staff List and the Staffing Information together with any additional information required by the Council, including information as to the Authority or, at application of TUPE to the direction employees. The Trust shall notify the Council of the Authority, any material changes to a Replacement Contractor this information as and it shall provide an updated Contractor's Provisional Staff List when reasonably requested by the Authority or, any Replacement Contractor;they occur.
2.1.2 at 6.3 At least 14 28 days prior to the Service Transfer Date, the Trust shall procure that any Sub-Contractor shall prepare and provide to the Authority Council and/or, at the direction of the AuthorityCouncil, to the Replacement ContractorService Provider, the ContractorTrust's Final Staff List, which shall be complete and accurate in all material respects. The ContractorTrust's Final Staff List shall identify which of the Trust's and Sub-Contractor's Staff personnel named are Transferring Relevant Employees;.
2.1.3 the Authority 6.4 The Council shall be permitted to use and disclose the ContractorTrust's Provisional Staff List, the ContractorTrust's Final Staff List and the Staffing Information for informing any Tenderer tenderer or other prospective Replacement Contractor Service Provider for any services which that are substantially the same type of services as (or any part thereofof) as the Services; and.
2.1.4 upon reasonable request by 6.5 The Trust warrants to the Authority the Contractor shall provide the Authority or at the request of the Authority, Council [and the Replacement Contractor, with access (on reasonable notice and during normal working hours) to such employment records (and provide copies) as the Authority reasonably requests.
2.2 The Contractor warrants Service Provider] that the ContractorTrust's Provisional Staff List, the ContractorTrust's Final Staff List and the Staffing Information (TUPE Information) will be true and accurate in all material respects.
2.3 From the date of the earliest event referred to respects and that no persons are employed or engaged in paragraph 2.1.1 of this Schedule 6, the Contractor agrees that it shall not without the prior written consent of the Authority, assign any person to the provision of the Services (or other than those included on the relevant part) Trust's Final Staff List.
6.6 The Trust shall procure that any Sub-Contractor shall ensure at all times that it has the right to provide the TUPE Information under Data Protection Legislation.
6.7 Any change to the TUPE Information which is would increase the subject total employment costs of a Service Transfer who is not listed the staff in the Contractorsix months prior to termination of this Agreement shall not (so far as reasonably practicable) take place without the Council's Provisional Staff List prior written consent, unless such changes are required by law. The Trust shall procure that any Sub-contractor shall supply to the Council full particulars of such proposed changes and the Council shall be afforded reasonable time to consider them.
6.8 In the six months prior to termination of this Agreement, the Trust shall not and shall procure that any Sub-Contractor shall not without the prior written consent of the Authority (such consent not to be unreasonably withheld materially increase or delayed):
2.3.1 increase decrease the total number of employees staff listed on the ContractorTrust's Provisional Staff List save for fulfilling assignments and projects previously scheduled and agreed with the Authority;
2.3.2 makeList, propose their remuneration, or permit make any changes to other change in the terms and conditions of employment those employees without the Council's prior written consent.
6.9 The Trust shall indemnify and keep indemnified in full the Council [and at the Council's request each and every Replacement Service Provider] against all Employment Liabilities relating to:
(a) any person who is or has been employed or engaged by the Trust or any Sub-Contractor in connection with the provision of any employees listed on the Contractor's Provisional Staff List;
2.3.3 increase the proportion of working time spent on the Services (or the relevant part) by any of the Contractor's Staff save for fulfilling assignments and projects previously scheduled and agreed Services; or
(b) any trade union or staff association or employee representative,
6.10 arising from or connected with any failure by the Authority;
2.3.4 introduce Trust and/or any new contractual Sub-Contractor to comply with any legal obligation, whether under regulation 13 or customary practice concerning the making 14 of any lump sum payment on the termination of employment of any employees listed on the Contractor's Provisional Staff List; and
2.3.5 replace any of the Contractor's Staff listed on the Contractor's Provisional Staff List or deploy any other person to perform the Services (or the relevant part) or increase the number of employees or terminate or give notice to terminate the employment or contracts of any persons on the Contractor's Provisional Staff List. The Contractor will promptly notify the Authority or, at the direction of the Authority, the Replacement Contractor of any notice to terminate employment received from any persons listed on the Contractor's Provisional Staff List regardless of when such notice takes effect.
2.4 At least 14 days before the expected Service Transfer Date, the Contractor shall provide to the Authority TUPE or any Replacement Contractor, in respect of each person (subject to compliance with Data Protection Legislation) on the Contractor's Final Staff List who is a Transferring Employee, their:
2.4.1 pay slip data for the most recent month;
2.4.2 cumulative pay for tax and pension purposes;
2.4.3 cumulative tax paid;
2.4.4 tax code;
2.4.5 voluntary deductions from pay; and
2.4.6 bank or building society account details for payroll purposes.
2.5 In connection with a Relevant Transfer, the parties agree that:
2.5.1 the Contractor shall perform and discharge all its obligations in respect of all the Transferring Employees and their representatives for its own account up to and including the Service Transfer Date.
2.5.2 The Contractor shall indemnify the Authority and any Replacement Contractor in full for and against all claims costs, expenses or liabilities whatsoever and howsoever arising, incurred or suffered by the Authority or any Replacement Contractor including without limitation all legal expenses and other professional fees (together with any VAT thereon) in relation to:
2.5.2.1 the Contractor's failure to perform and discharge any such obligation;
2.5.2.2 any act or omission by the Contractor on or before the Service Transfer Date or any other matter, event or circumstance occurring before the Service Transfer Date;
2.5.2.3 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contributions and otherwise) payable in respect of any period on or before the Service Transfer Date;
2.5.2.4 any claim arising out of the provision of, or proposal by the Contractor to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or before the Service Transfer Date;
2.5.2.5 any claim made by or in respect of any person employed or formerly employed by the Contractor other than a Transferring Employee for which it is alleged the Authority or any Replacement Contractor may be liable by virtue of this Contract and/or the TUPE Regulations;
2.5.2.6 any act or omission of the Contractor in relation to its obligations under Regulation 11 of the TUPE Regulations, or in respect of an award of compensation under Regulation 12 regulation 15 of TUPE, under the TUPE Regulations except to the extent that the liability Acquired Rights Directive or otherwise and, whether any such claim arises from the Authority or Replacement Contractor's failure to comply with Regulation 11 of the TUPE Regulations; and
2.5.2.7 any statement communicated to or action done by the Contractor or in respect of, any Transferring Employee on or has its origin before the Service Transfer Date regarding the Service Transfer which has not been agreed in advance with the Authority in writing.
2.6 The Contractor shall indemnify the Authority and any Replacement Contractor in respect of any claims arising from any act or omission of the Contractor in relation to any other Contractor's Staff who is not a Transferring Employee during any period whether before, on or after the Service Transfer Date.
2.7 The Authority shall indemnify the Contractor against all claims arising from the Authority's failure to perform and discharge any obligation and against any Claims in respect of any Transferring Employees arising from or as a result of:
2.7.1 any act or omission by the Authority relating to a Transferring Employee occurring on or after the Service Transfer Date; and
2.7.2 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contribution and otherwise) accrued and payable after the Service Transfer Date.
2.7.3 any claim arising out of the provision of, or proposal by the Authority to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or after the Service Transfer Date; and
2.7.4 any act or omission of the Authority in relation to its obligations under Regulation 11 of the TUPE Regulations.
2.8 6.11 The parties shall co-operate to ensure that any requirement to inform and consult with the employees and or employee representatives in relation to any Relevant Transfer as a consequence of a Subsequent Transfer will be fulfilled.
2.9 6.12 The parties agree that the Contracts (Rights of Third Parties) Xxx 0000 shall apply to paragraphs 2.4 to 2.8 (inclusive) to the extent necessary to ensure that any Replacement Contractor Service Provider shall have the right to enforce the obligations owed to, and indemnities given to, the Replacement Contractor Service Provider by the Contractor Trust or the Council in its own right under section 1(1) of the Contracts (Rights of Third Parties) Xxx 0000.
2.10 If, in the event of a Service Transfer to which the TUPE Regulations do not apply the following provisions shall apply:
2.10.1 the Authority or the Replacement Contractor can, at its discretion, make an offer in writing to any of the employees listed on the Contractor's Provisional Staff List or any Contractor's Staff assigned to the Services, to employ that employee under a new contract of employment to take effect at the earliest reasonable opportunity;
2.10.2 when the offer has been made by the Authority or Replacement Contractor and accepted by any employee or worker, the Contractor shall permit the employee or worker to leave his or her employment, as soon as practicable depending on the business needs of the Contractor which could be without the employee or worker having worked his full notice period, if the employee so requests and where operational obligations allow;
2.10.3 if the employee does not accept an offer of employment made by the Authority or Replacement Contractor, the employee shall remain employed by the Contractor and all claims in relation to the employee shall remain with the Contractor; and
2.10.4 if the Authority or the Replacement Contractor does not make an offer to any employee on the Contractor's Provisional Staff List or any Contractor's Staff, then that employee and all claims in relation to that employee remains with the Contractor.
Appears in 2 contracts
Samples: Section 75 Agreement, Section 75 Agreement
EMPLOYMENT EXIT PROVISIONS. 2.1 The Contractor agrees that3.1 This agreement envisages that subsequent to its commencement, subject to compliance with the Data Protection Legislation:
2.1.1 within 20 days identity of the earliest of:provider of the Services (or any part of the Services) may change (whether as a result of termination of this agreement or otherwise) resulting in a transfer of the Services in whole or in part to the Authority, a Replacement Service Provider or Replacement Service Providers (a “Subsequent Relevant Transfer”) with effect from the Subsequent Service Transfer Date. It is acknowledged that such a transfer may amount to a Relevant Transfer.
(i) receipt 3.2 The Service Provider shall and shall procure that any of a notification its sub-contractors shall on receiving notice of termination of this agreement or otherwise, on request from the Authority provide in respect of a any person engaged or employed by the Service Transfer Provider or intended Service Transfer; or
(ii) receipt any of its sub-contractors in the provision of the giving of notice of early termination of this Contract or any part thereof; or
(iii) Services, the date which is 6 months before the expiry of the Initial Contract Period or any renewal term, and, in any event, on receipt of a written request of the Authority at any time, it shall provide the ContractorService Provider's Provisional Staff List and the Staffing Information to together with any additional information required by the Authority. The Service Provider shall notify the Authority or, at the direction of the Authority, any material changes to a Replacement Contractor this information as and it shall provide an updated Contractor's Provisional Staff List when reasonably requested by the Authority or, any Replacement Contractor;they occur.
2.1.2 at 3.3 At least 14 days prior to the Subsequent Service Transfer Date, the Contractor Service Provider shall and shall procure that any of its sub-contractors shall prepare and provide to the Authority and/or, at the direction of the Authority, to the each and every Replacement ContractorService Provider, the ContractorService Provider's Final Staff List, which shall be complete and accurate in all material respects. The ContractorService Provider's Final Staff List shall identify which of the ContractorService Provider's Staff and any of its sub-contractor's personnel named are Subsequent Transferring Employees;.
2.1.3 the 3.4 The Authority shall be permitted to use and disclose the ContractorService Provider's Provisional Staff List, the ContractorService Provider's Final Staff List and the Staffing Information for informing any Tenderer tenderer or other prospective Replacement Contractor Service Provider for any services which that are substantially the same type of services (as the Services or any part thereof) as of the Services; and
2.1.4 upon reasonable request by the Authority the Contractor shall provide the Authority or at the request of the Authority, the Replacement Contractor, with access (on reasonable notice and during normal working hours) to such employment records (and provide copies) as the Authority reasonably requests.
2.2 3.5 The Contractor Service Provider warrants that the ContractorService Provider's Provisional Staff List, the ContractorService Provider's Final Staff List and the Staffing Information will be true and accurate in all material respects.
2.3 From the date of the earliest event referred to respects and that no persons are or will be wholly or mainly employed or engaged in paragraph 2.1.1 of this Schedule 6, the Contractor agrees that it shall not without the prior written consent of the Authority, assign any person to the provision of the Services (or other than those included on the relevant part) which is Service Provider's Final Staff List.
3.6 The Service Provider shall and shall procure that any of its sub-contractors shall ensure at all times that it has the subject of a right to provide the Service Transfer who is not listed in the ContractorProvider's Provisional Staff List, the Service Provider's Final Staff List and the Staffing Information under Data Protection Legislation.
3.7 In the six months prior to termination of this agreement, the Service Provider shall not not, and shall procure that any of its sub-contractors shall not, materially increase or decrease the total number of staff listed on the Service Provider's Provisional Staff List, their remuneration, or make any other change in the terms and conditions of those employees or dismiss any employees listed on the Service Provider’s Provisional Staff List or recruit any additional employees without the Authority's prior written consent of the Authority (such consent not to be unreasonably withheld or delayed):.
2.3.1 increase 3.8 The Service Provider shall indemnify and keep indemnified in full the total number of employees listed on the Contractor's Provisional Staff List save for fulfilling assignments Authority and projects previously scheduled and agreed with at the Authority;'s request each and every Replacement Service Provider against all Employment Liabilities arising out of or in connection with anything done or omitted to be done by the Service Provider and/or any sub contractor in relation to any Subsequent Transferring Employees’ employment (including any failure by the Service Provider to inform and consult for the purpose of TUPE) between the Service Transfer Date and the Subsequent Service Transfer Date.
2.3.2 make3.9 The Service Provider shall indemnify and keep indemnified in full the Authority and any and all Replacement Service Providers against all wages and other remuneration due to any Subsequent Transferring Employees and all other benefits, propose costs and expenses (including any accrued holiday entitlement) relating to the Subsequent Transferring Employees from their employment from the Service Transfer Date to the Subsequent Service Transfer Date and shall indemnify and keep indemnified the Authority and any and all Replacement Service Providers for any liability (including taxation) cost (including legal fees), claim or permit expense arising from their employment from the Service Transfer Date to the Subsequent Service Transfer Date.
3.10 The Authority shall indemnify and keep indemnified the Service Provider and its subcontractors against any Employment Liabilities arising out of any act, omission or default of the Authority or any Replacement Service Provider on or after the Subsequent Service Transfer Date (including any failure by the Authority or any Replacement Service Provider to inform and consult for the purpose of TUPE).
3.11 The Authority shall indemnify and keep indemnified the Service Provider and its subcontractors against any and all Employment Liabilities which the Service Provider and its subcontractors may have in connection with any actual, proposed or anticipated changes by the Authority or Replacement Service Provider or any of their sub contractors, to the terms and conditions of employment of any employees listed on the Contractor's Provisional Staff List;
2.3.3 increase the proportion of working time spent on the Services (or the relevant part) by any of the Contractor's Staff save for fulfilling assignments and projects previously scheduled and agreed with Subsequent Transferring Employees following the Authority;
2.3.4 introduce any new contractual Subsequent Service Transfer Date which is or customary practice concerning is alleged to be to the making of any lump sum payment on the termination of employment of any employees listed on the Contractor's Provisional Staff List; and
2.3.5 replace any detriment of the Contractor's Staff listed on Subsequent Transferring Employees.
3.12 The Authority shall indemnify and keep indemnified the Contractor's Provisional Staff List or deploy Service Provider and its subcontractors against any failure to meet all remuneration, benefits, entitlements and outgoings for the Subsequent Transferring Employees and any other person to perform the Services (or the relevant part) or increase the number of employees or terminate or give notice to terminate the employment or contracts of any persons on the Contractor's Provisional Staff List. The Contractor will promptly notify the Authority or, at the direction of the Authority, the Replacement Contractor of any notice to terminate employment received from any persons listed on the Contractor's Provisional Staff List regardless of when such notice takes effect.
2.4 At least 14 days before the expected Service Transfer Date, the Contractor shall provide to the Authority or any Replacement Contractor, in respect of each person (subject to compliance with Data Protection Legislation) on the Contractor's Final Staff List who is a Transferring Employee, their:
2.4.1 pay slip data for the most recent month;
2.4.2 cumulative pay for tax and pension purposes;
2.4.3 cumulative tax paid;
2.4.4 tax code;
2.4.5 voluntary deductions from pay; and
2.4.6 bank or building society account details for payroll purposes.
2.5 In connection with a Relevant Transfer, the parties agree that:
2.5.1 the Contractor shall perform and discharge all its obligations in respect of all the Transferring Employees and their representatives for its own account up to and including the Service Transfer Date.
2.5.2 The Contractor shall indemnify the Authority and any Replacement Contractor in full for and against all claims costs, expenses will be employed or liabilities whatsoever and howsoever arising, incurred or suffered engaged by the Authority or any Replacement Contractor Service Provider or any of its sub-contractors in connection with the provision of services which are the same or materially similar to the Services, including without limitation all legal expenses and other professional fees (together with any VAT thereon) in relation to:
2.5.2.1 the Contractor's failure to perform and discharge any such obligation;
2.5.2.2 any act or omission by the Contractor on or before the Service Transfer Date or any other matterlimitation, event or circumstance occurring before the Service Transfer Date;
2.5.2.3 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, holiday pay, bonuses, commissions, payments of PAYE, National Insurance national insurance contributions, pension contributions and otherwise) payable in respect of any period on or before otherwise from and including the Service Transfer Date;
2.5.2.4 any claim arising out of the provision of, or proposal by the Contractor to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or before the Service Transfer Date;
2.5.2.5 any claim made by or in respect of any person employed or formerly employed by the Contractor other than a Transferring Employee for which it is alleged the Authority or any Replacement Contractor may be liable by virtue of this Contract and/or the TUPE Regulations;
2.5.2.6 any act or omission of the Contractor in relation to its obligations under Regulation 11 of the TUPE Regulations, or in respect of an award of compensation under Regulation 12 of the TUPE Regulations except to the extent that the liability arises from the Authority or Replacement Contractor's failure to comply with Regulation 11 of the TUPE Regulations; and
2.5.2.7 any statement communicated to or action done by the Contractor or in respect of, any Transferring Employee on or before the Service Transfer Date regarding the Service Transfer which has not been agreed in advance with the Authority in writing.
2.6 The Contractor shall indemnify the Authority and any Replacement Contractor in respect of any claims arising from any act or omission of the Contractor in relation to any other Contractor's Staff who is not a Transferring Employee during any period whether before, on or after the Subsequent Service Transfer Date.
2.7 The Authority shall indemnify the Contractor against all claims arising from the Authority's failure to perform and discharge any obligation and against any Claims in respect of any Transferring Employees arising from or as a result of:
2.7.1 any act or omission by the Authority relating to a Transferring Employee occurring on or after the Service Transfer Date; and
2.7.2 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contribution and otherwise) accrued and payable after the Service Transfer Date.
2.7.3 any claim arising out of the provision of, or proposal by the Authority to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or after the Service Transfer Date; and
2.7.4 any act or omission of the Authority in relation to its obligations under Regulation 11 of the TUPE Regulations.
2.8 3.13 The parties shall co-operate to ensure that any requirement to inform and consult with the employees and or employee representatives in relation to any Relevant Transfer as a consequence of a Subsequent Relevant Transfer will be fulfilled.
2.9 The 3.14 In the event that there is no Subsequent Service Transfer Date and/or there is no Subsequent Relevant Transfer which amounts to a Relevant Transfer and the parties agree that the Contracts (Rights Services will cease on the termination of Third Parties) Xxx 0000 shall apply to paragraphs 2.4 to 2.8 (inclusive) to the extent necessary to ensure that any Replacement Contractor shall have the right to enforce the obligations owed to, and indemnities given tothis agreement, the Replacement Contractor by the Contractor in its own right under section 1(1) of the Contracts (Rights of Third Parties) Xxx 0000.
2.10 If, in the event of a Service Transfer Provider agrees to which the TUPE Regulations do not apply the following provisions shall applyuse all reasonable endeavours to:
2.10.1 the Authority (a) redeploy any and all employees wholly or the Replacement Contractor can, at its discretion, make an offer in writing to any of the employees listed on the Contractor's Provisional Staff List or any Contractor's Staff mainly assigned to the Services, to employ that employee under a new contract provision of employment to take effect at the earliest reasonable opportunityServices and;
2.10.2 when (b) reduce the offer has been number of employees who will be wholly or mainly assigned to the Services immediately prior to the Subsequent Service Transfer Date.
3.15 The Service Provider agrees to provide such evidence of the process described in clause 3.14 as the Authority shall reasonably request from time to time within 14 days of a written request being made by the Authority for such information/documentation.
3.16 To the extent that any Transferring Employee or Replacement Contractor and accepted by any employee or worker, the Contractor shall permit the employee or worker to leave his or her employment, as soon as practicable depending on the business needs of the Contractor which could be without the employee or worker having worked his full notice period, if the employee so requests and where operational obligations allow;
2.10.3 if the employee does not accept an offer of employment Retained Employee is made redundant by the Authority or Replacement Contractor, Service Provider then provided that:
(a) the employee shall remain employed by the Contractor and all claims in relation to the employee shall remain Service Provider complies with the Contractorprocedural requirements detailed in clauses 3.14 to 3.16; and
2.10.4 if (b) the Authority is satisfied that the Transferring Employee, or the Replacement Contractor does not make an offer Retained Employee (as the case may be) has been fairly dismissed by the Service Provider by reason of redundancy pursuant to section 135 of the Employment Rights Act 1996 (the Service Provider agrees to provide such evidence of dismissal and the process followed as the Authority may reasonably request in this regard); and
(c) such dismissal takes effect no sooner than one month prior to or three months after the Termination Date the Authority agrees to reimburse the Service Provider for any Redundancy Payment that falls due and payable by the Service Provider to any employee on Transferring Employee or Retained Employee to the Contractor's Provisional Staff List extent that such Redundancy Payment exceeds the statutory minimum entitlement of each Transferring Employee or any Contractor's Staff, then that employee and all claims Retained Employee as calculated in relation to that employee remains accordance with the ContractorEmployment Rights Act 1996.
3.17 For the purposes of clause 3.16 the Authority’s obligation to reimburse the Service Provider shall be limited only to payments arising in respect of those Transferring Employees, or Retained Employees listed in Part 3 of this Schedule 9 who are in the employment of the Service Provider at the time the obligation to reimburse occurs.
Appears in 2 contracts
Samples: Contract for the Supply of International Trade Services, Contract for the Supply of International Trade Services
EMPLOYMENT EXIT PROVISIONS. 2.1 The Contractor agrees that3.1 This Contract envisages that subsequent to its commencement, subject to compliance with the Data Protection Legislation:
2.1.1 within 20 days identity of the earliest of:
provider of the Services (ior any part of the Services) receipt may change (whether as a result of termination of this Contract, or part or otherwise). If such a notification change amounts to a Relevant Transfer then the Council or Replacement Service Provider will inherit liabilities in respect of the Relevant Employees with effect from the Authority of a relevant Service Transfer or intended Service Transfer; orDate.
(ii) receipt 3.2 The Provider shall discharge all obligations and liabilities in respect of the giving of Relevant Employees up to and including the Relevant Transfer Date.
3.3 The Provider shall on receiving notice of early termination of this Contract or otherwise, on request from the Council and at such times as required by TUPE, provide in respect of any part thereof; or
(iii) person engaged or employed by the date which is 6 months before Provider or any Sub-Contractor in the expiry provision of the Initial Contract Period or any renewal termServices, and, in any event, on receipt of a written request of the Authority at any time, it shall provide the ContractorProvider's Provisional Staff List and the Staffing Information together with any additional information required by the Council, including information which may be relevant to determine the application of TUPE to the Authority or, at employees. The Provider shall notify the direction Council of the Authority, any material changes to a Replacement Contractor this information as and it shall provide an updated Contractor's Provisional Staff List when reasonably requested by the Authority or, any Replacement Contractor;they occur.
2.1.2 at 3.4 At least 14 days prior to the Service Transfer Date, the Contractor Provider shall prepare and provide to the Authority Council and/or, at the direction of the AuthorityCouncil, to the Replacement ContractorService Provider, the ContractorProvider's Final Staff List, which shall be complete and accurate in all material respects. The ContractorProvider's Final Staff List shall identify which of the Provider's and Sub- Contractor's Staff personnel named are Transferring Relevant Employees;.
2.1.3 the Authority 3.5 The Council shall be permitted to use and disclose the ContractorProvider's Provisional Staff List, the ContractorProvider's Final Staff List and the Staffing Information for informing any Tenderer tender process for a Replacement Service Provider or other prospective Replacement Contractor Service Provider for any services which that are substantially the same type of services as (or any part thereofof) as the Services; and
2.1.4 upon reasonable request by the Authority the Contractor shall provide the Authority or at the request of the Authority, the Replacement Contractor, with access (on reasonable notice and during normal working hours) to such employment records (and provide copies) as the Authority reasonably requests.
2.2 3.6 The Contractor Provider warrants that the ContractorProvider's Provisional Staff List, the Contractor's Final Staff List and the Staffing Information will be true and accurate in all material respects.
2.3 From the date of the earliest event referred to respects and that no persons are employed or engaged in paragraph 2.1.1 of this Schedule 6, the Contractor agrees that it shall not without the prior written consent of the Authority, assign any person to the provision of the Services (or the relevant part) which is the subject of a Service Transfer who is not listed in the Contractor's Provisional Staff List and shall not without the prior written consent of the Authority (such consent not to be unreasonably withheld or delayed):
2.3.1 increase the total number of employees listed other than those included on the ContractorProvider's Provisional Staff List save for fulfilling assignments and projects previously scheduled and agreed with the Authority;
2.3.2 make, propose or permit any changes to the terms and conditions of employment of any employees listed on the Contractor's Provisional Staff List;
2.3.3 increase the proportion of working time spent on the Services (or the relevant part) by any of the Contractor's Staff save for fulfilling assignments and projects previously scheduled and agreed with the Authority;
2.3.4 introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the Contractor's Provisional Staff List; and
2.3.5 replace any of the Contractor's Staff listed on the Contractor's Provisional Staff List or deploy any other person to perform the Services (or the relevant part) or increase the number of employees or terminate or give notice to terminate the employment or contracts of any persons on the Contractor's Provisional Final Staff List. The Contractor will promptly notify Provider shall indemnify and keep indemnified the Authority or, at the direction of the Authority, the Client and any Replacement Contractor of Service Provider against any notice to terminate employment received from any persons listed on the Contractor's Provisional Staff List regardless of when such notice takes effect.
2.4 At least 14 days before the expected Service Transfer Date, the Contractor shall provide loss caused to the Authority Council or any Replacement ContractorService Provider by any inaccuracy or incompleteness in such information or by any changes in the information which have not been communicated to the Council (whether relating to the number, in respect identity or details of each person (subject the Relevant Employees or otherwise) which occur prior to compliance with Data Protection Legislation) on the Contractor's Final Staff List who is a Transferring Employee, their:
2.4.1 pay slip data for the most recent month;
2.4.2 cumulative pay for tax and pension purposes;
2.4.3 cumulative tax paid;
2.4.4 tax code;
2.4.5 voluntary deductions from pay; and
2.4.6 bank or building society account details for payroll purposes.
2.5 In connection with a Relevant Transfer, the parties agree that:
2.5.1 the Contractor shall perform and discharge all its obligations in respect of all the Transferring Employees and their representatives for its own account up to and including the Service Transfer Date.
2.5.2 3.7 The Contractor Provider shall indemnify ensure at all times that it has the Authority and right to provide any Replacement Contractor in full for and against all claims costsinformation required by this Condition3 (Employment Exit Provisions) under Data Protection Law.
3.8 The Council regards compliance with this Condition 3 (Employment Exit Provisions) as fundamental to the Contract. In particular, expenses or liabilities whatsoever and howsoever arising, incurred or suffered by the Authority or any Replacement Contractor including without limitation all legal expenses and other professional fees (together with any VAT thereon) in relation to:
2.5.2.1 the Contractor's failure to perform and discharge any provide accurate information about the Relevant Employees shall entitle the Council to suspend payment of the Charges until such obligation;
2.5.2.2 any act information is provided, or omission by the Contractor on or before the Service Transfer Date or any other matter, event or circumstance occurring before the Service Transfer Date;
2.5.2.3 all and any claims in respect of all emoluments and outgoings in relation indefinitely. The maximum sum that may be retained under this Condition shall not exceed an amount equivalent to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contributions and otherwise) price that would be payable in respect of any the three month period on or before following the Service Transfer Date;
2.5.2.4 any claim arising out of the provision of, or proposal by the Contractor to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or before the Service Transfer Date;
2.5.2.5 any claim made by or in respect of any person employed or formerly employed by the Contractor other than a Transferring Employee for which it is alleged the Authority or any Replacement Contractor may be liable by virtue of this Contract and/or the TUPE Regulations;
2.5.2.6 any act or omission of the Contractor in relation to its obligations under Regulation 11 of the TUPE Regulations, or in respect of an award of compensation under Regulation 12 of the TUPE Regulations except to the extent that the liability arises from the Authority or Replacement ContractorProvider's failure to comply with Regulation 11 of the TUPE Regulations; and
2.5.2.7 any statement communicated to or action done by the Contractor or in respect of, any Transferring Employee on or before the Service Transfer Date regarding the Service Transfer which has not been agreed in advance with the Authority in writing.
2.6 The Contractor shall indemnify the Authority and any Replacement Contractor in respect of any claims arising from any act or omission of the Contractor in relation to any other Contractor's Staff who is not a Transferring Employee during any period whether before, on or after the Service Transfer Date.
2.7 The Authority shall indemnify the Contractor against all claims arising from the Authority's failure to perform and discharge any obligation and against any Claims in respect of any Transferring Employees arising from or as a result of:
2.7.1 any act or omission by the Authority relating to a Transferring Employee occurring on or after the Service Transfer Date; and
2.7.2 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contribution and otherwise) accrued and payable after the Service Transfer Date.
2.7.3 any claim arising out of the provision of, or proposal by the Authority to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or after the Service Transfer Date; and
2.7.4 any act or omission of the Authority in relation to its obligations under Regulation 11 of the TUPE Regulations.
2.8 The parties shall co-operate to ensure that any requirement to inform and consult with the employees and or employee representatives in relation to any Relevant Transfer will be fulfilled.
2.9 The parties agree that the Contracts (Rights of Third Parties) Xxx 0000 shall apply to paragraphs 2.4 to 2.8 (inclusive) to the extent necessary to ensure that any Replacement Contractor shall have the right to enforce the obligations owed to, and indemnities given to, the Replacement Contractor by the Contractor in its own right under section 1(1) of the Contracts (Rights of Third Parties) Xxx 0000.
2.10 If, in the event of a Service Transfer to which the TUPE Regulations do not apply the following provisions shall apply:
2.10.1 the Authority or the Replacement Contractor can, at its discretion, make an offer in writing to any of the employees listed on the Contractor's Provisional Staff List or any Contractor's Staff assigned to the Services, to employ that employee under a new contract of employment to take effect at the earliest reasonable opportunity;
2.10.2 when the offer has been made by the Authority or Replacement Contractor and accepted by any employee or worker, the Contractor shall permit the employee or worker to leave his or her employment, as soon as practicable depending on the business needs of the Contractor which could be without the employee or worker having worked his full notice period, if the employee so requests and where operational obligations allow;
2.10.3 if the employee does not accept an offer of employment made by the Authority or Replacement Contractor, the employee shall remain employed by the Contractor and all claims in relation to the employee shall remain with the Contractor; and
2.10.4 if the Authority or the Replacement Contractor does not make an offer to any employee on the Contractor's Provisional Staff List or any Contractor's Staff, then that employee and all claims in relation to that employee remains with the Contractor.Conditions
Appears in 2 contracts
Samples: Supply of Services Agreement, Supply of Goods Agreement
EMPLOYMENT EXIT PROVISIONS. 2.1 The Contractor agrees that3.1 This Contract envisages that subsequent to its commencement, subject to compliance with the Data Protection Legislation:
2.1.1 within 20 days identity of the earliest of:
provider of the Services (ior any part of the Services) receipt may change (whether as a result of termination of this agreement, or part or otherwise) resulting in a notification transfer of the Services in whole or in part (Subsequent Transfer). If a Subsequent Transfer is a Relevant Transfer then the Council or Replacement Service Provider will inherit liabilities in respect of the Relevant Employees with effect from the Authority of a relevant Service Transfer or intended Date.
3.2 The Service Transfer; or
(ii) receipt of the giving of Provider shall and shall procure that any Sub-Contractor shall on receiving notice of early termination of this Contract or otherwise on request from the Council and at such times as required by TUPE, provide in respect of any part thereof; or
(iii) person engaged or employed by the date which is 6 months before Service Provider or any Sub-Contractor in the expiry provision of the Initial Contract Period or any renewal termServices, and, in any event, on receipt of a written request of the Authority at any time, it shall provide the ContractorService Provider's Provisional Staff List and the Staffing Information together with any additional information required by the Council, including information as to the Authority or, at application of TUPE to the direction employees. The Service Provider shall notify the Council of the Authority, any material changes to a Replacement Contractor this information as and it shall provide an updated Contractor's Provisional Staff List when reasonably requested by the Authority or, any Replacement Contractor;they occur.
2.1.2 at 3.3 At least 14 days prior to the Service Transfer Date, the Service Provider shall and shall procure that any Sub-Contractor shall prepare and provide to the Authority Council and/or, at the direction of the AuthorityCouncil, to the Replacement ContractorService Provider, the ContractorService Provider's Final Staff List, which shall be complete and accurate in all material respects. The ContractorService Provider's Final Staff List shall identify which of the Service Provider's and Sub-Contractor's Staff personnel named are Transferring Relevant Employees;.
2.1.3 the Authority 3.4 The Council shall be permitted to use and disclose the ContractorService Provider's Provisional Staff List, the ContractorService Provider's Final Staff List and the Staffing Information for informing any Tenderer tenderer or other prospective Replacement Contractor Service Provider for any services which that are substantially the same type of services as (or any part thereofof) as the Services; and
2.1.4 upon reasonable request by the Authority the Contractor shall provide the Authority or at the request of the Authority, the Replacement Contractor, with access (on reasonable notice and during normal working hours) to such employment records (and provide copies) as the Authority reasonably requests.
2.2 3.5 The Contractor Service Provider warrants that the ContractorService Provider's Provisional Staff List, the ContractorService Provider's Final Staff List and the Staffing Information (TUPE Information) will be true and accurate in all material respects.
2.3 From the date of the earliest event referred to respects and that no persons are employed or engaged in paragraph 2.1.1 of this Schedule 6, the Contractor agrees that it shall not without the prior written consent of the Authority, assign any person to the provision of the Services (or other than those included on the relevant part) which is the subject of a Service Transfer who is not listed in the ContractorProvider's Provisional Final Staff List List.
3.6 The Service Provider shall and shall not without the prior written consent of the Authority (such consent not to be unreasonably withheld or delayed):
2.3.1 increase the total number of employees listed on the Contractor's Provisional Staff List save for fulfilling assignments and projects previously scheduled and agreed with the Authority;
2.3.2 make, propose or permit procure that any changes to the terms and conditions of employment of any employees listed on the Contractor's Provisional Staff List;
2.3.3 increase the proportion of working time spent on the Services (or the relevant part) by any of the Contractor's Staff save for fulfilling assignments and projects previously scheduled and agreed with the Authority;
2.3.4 introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the Contractor's Provisional Staff List; and
2.3.5 replace any of the Contractor's Staff listed on the Contractor's Provisional Staff List or deploy any other person to perform the Services (or the relevant part) or increase the number of employees or terminate or give notice to terminate the employment or contracts of any persons on the Contractor's Provisional Staff List. The Contractor will promptly notify the Authority or, at the direction of the Authority, the Replacement Contractor of any notice to terminate employment received from any persons listed on the Contractor's Provisional Staff List regardless of when such notice takes effect.
2.4 At least 14 days before the expected Service Transfer Date, the Sub-Contractor shall ensure at all times that it has the right to provide to the Authority or any Replacement Contractor, in respect of each person (subject to compliance with TUPE Information under Data Protection Legislation) on the Contractor's Final Staff List who is a Transferring Employee, their:
2.4.1 pay slip data for the most recent month;
2.4.2 cumulative pay for tax and pension purposes;
2.4.3 cumulative tax paid;
2.4.4 tax code;
2.4.5 voluntary deductions from pay; and
2.4.6 bank or building society account details for payroll purposes.
2.5 In connection with a Relevant Transfer, the parties agree that:
2.5.1 the Contractor shall perform and discharge all its obligations in respect of all the Transferring Employees and their representatives for its own account up to and including the Service Transfer Date.
2.5.2 The Contractor shall indemnify the Authority and any Replacement Contractor in full for and against all claims costs, expenses or liabilities whatsoever and howsoever arising, incurred or suffered by the Authority or any Replacement Contractor including without limitation all legal expenses and other professional fees (together with any VAT thereon) in relation to:
2.5.2.1 the Contractor's failure to perform and discharge any such obligation;
2.5.2.2 any act or omission by the Contractor on or before the Service Transfer Date or any other matter, event or circumstance occurring before the Service Transfer Date;
2.5.2.3 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contributions and otherwise) payable in respect of any period on or before the Service Transfer Date;
2.5.2.4 any claim arising out of the provision of, or proposal by the Contractor to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or before the Service Transfer Date;
2.5.2.5 any claim made by or in respect of any person employed or formerly employed by the Contractor other than a Transferring Employee for which it is alleged the Authority or any Replacement Contractor may be liable by virtue of this Contract and/or the TUPE Regulations;
2.5.2.6 any act or omission of the Contractor in relation to its obligations under Regulation 11 of the TUPE Regulations, or in respect of an award of compensation under Regulation 12 of the TUPE Regulations except to the extent that the liability arises from the Authority or Replacement Contractor's failure to comply with Regulation 11 of the TUPE Regulations; and
2.5.2.7 any statement communicated to or action done by the Contractor or in respect of, any Transferring Employee on or before the Service Transfer Date regarding the Service Transfer which has not been agreed in advance with the Authority in writing.
2.6 The Contractor shall indemnify the Authority and any Replacement Contractor in respect of any claims arising from any act or omission of the Contractor in relation to any other Contractor's Staff who is not a Transferring Employee during any period whether before, on or after the Service Transfer Date.
2.7 The Authority shall indemnify the Contractor against all claims arising from the Authority's failure to perform and discharge any obligation and against any Claims in respect of any Transferring Employees arising from or as a result of:
2.7.1 any act or omission by the Authority relating to a Transferring Employee occurring on or after the Service Transfer Date; and
2.7.2 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contribution and otherwise) accrued and payable after the Service Transfer Date.
2.7.3 any claim arising out of the provision of, or proposal by the Authority to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or after the Service Transfer Date; and
2.7.4 any act or omission of the Authority in relation to its obligations under Regulation 11 of the TUPE Regulations.
2.8 The parties shall co-operate to ensure that any requirement to inform and consult with the employees and or employee representatives in relation to any Relevant Transfer will be fulfilled.
2.9 The parties agree that the Contracts (Rights of Third Parties) Xxx 0000 shall apply to paragraphs 2.4 to 2.8 (inclusive) to the extent necessary to ensure that any Replacement Contractor shall have the right to enforce the obligations owed to, and indemnities given to, the Replacement Contractor by the Contractor in its own right under section 1(1) of the Contracts (Rights of Third Parties) Xxx 0000.
2.10 If, in the event of a Service Transfer to which the TUPE Regulations do not apply the following provisions shall apply:
2.10.1 the Authority or the Replacement Contractor can, at its discretion, make an offer in writing to any of the employees listed on the Contractor's Provisional Staff List or any Contractor's Staff assigned to the Services, to employ that employee under a new contract of employment to take effect at the earliest reasonable opportunity;
2.10.2 when the offer has been made by the Authority or Replacement Contractor and accepted by any employee or worker, the Contractor shall permit the employee or worker to leave his or her employment, as soon as practicable depending on the business needs of the Contractor which could be without the employee or worker having worked his full notice period, if the employee so requests and where operational obligations allow;
2.10.3 if the employee does not accept an offer of employment made by the Authority or Replacement Contractor, the employee shall remain employed by the Contractor and all claims in relation to the employee shall remain with the Contractor; and
2.10.4 if the Authority or the Replacement Contractor does not make an offer to any employee on the Contractor's Provisional Staff List or any Contractor's Staff, then that employee and all claims in relation to that employee remains with the Contractor.
Appears in 2 contracts
Samples: Agreement for the Provision of Care Leaver and Young Homeless Supported Accommodation, Agreement for the Provision of Care Leaver and Young Homeless Supported Accommodation
EMPLOYMENT EXIT PROVISIONS. 2.1 The Contractor agrees that3.1 This agreement envisages that subsequent to its commencement, subject to compliance with the Data Protection Legislation:
2.1.1 within 20 days identity of the earliest of:
(i) receipt of a notification from the Authority of a Service Transfer or intended Service Transfer; or
(ii) receipt provider of the giving Services (or any part of notice the Services) may change (whether as a result of early termination of this Contract agreement or otherwise) resulting in a transfer of the Services in whole or in part to the Customer, a Replacement Contractor and/or Replacement Contractors (a “Subsequent Relevant Transfer”) with effect from the Subsequent Service Transfer Date. The parties believe that any such change will constitute a Relevant Transfer and shall work in good faith to effect such a transfer.
3.2 The Contractor shall and shall procure that any of its sub-contractors shall on receiving notice of termination of this agreement, or otherwise on request from the Customer provide in respect of any person engaged or employed by the Contractor or any part thereof; or
(iii) of its sub-contractors in the date which is 6 months before the expiry provision of the Initial Contract Period or any renewal termServices, and, in any event, on receipt of a written request of the Authority at any time, it shall provide the Contractor's Provisional Staff List and the Staffing Information to the Authority or, at the direction of the Authority, to a Replacement Contractor and it shall provide an updated Contractor's Provisional Staff List when together with any additional information reasonably requested required by the Authority or, Customer. The Contractor shall notify the Customer of any Replacement Contractor;material changes to this information as and when they occur.
2.1.2 at 3.3 At least 14 days prior to the Subsequent Service Transfer Date, the Contractor shall and shall procure that any of its sub-contractors shall prepare and provide to the Authority Customer and/or, at the direction of the AuthorityCustomer, to the each and every Replacement Contractor, the Contractor's Final Staff List, which shall be complete and accurate in all material respects. The Contractor's Final Staff List shall identify which of the Contractor's Staff and any of its sub-contractor's personnel named are Transferring Relevant Employees;.
2.1.3 3.4 Provided always that any such use or disclosure is compliant with the Authority DPA, and that any third party to whom the disclosure is made is placed under appropriate obligations of confidentiality the Customer shall be permitted to use and disclose the Contractor's Provisional Staff List, the Contractor's Final Staff List and the Staffing Information for informing any Tenderer tenderer or other prospective Replacement Contractor for any services which that are substantially the same type of services (as the Services or any part thereof) as of the Services; and
2.1.4 upon reasonable request by the Authority the Contractor shall provide the Authority or at the request of the Authority, the Replacement Contractor, with access (on reasonable notice and during normal working hours) to such employment records (and provide copies) as the Authority reasonably requests.
2.2 3.5 The Contractor warrants that the Contractor's Provisional Staff List, the Contractor's Final Staff List and the Staffing Information will be true and accurate in all material respects.
2.3 From the date of the earliest event referred to respects and that no persons are or will be wholly or mainly employed or engaged in paragraph 2.1.1 of this Schedule 6, the Contractor agrees that it shall not without the prior written consent of the Authority, assign any person to the provision of the Services (or other than those included on the relevant part) which Contractor's Final Staff List.
3.6 The Contractor shall and shall procure that any of its sub-contractors shall ensure at all times that it is the subject of a Service Transfer who is not listed in able to provide the Contractor's Provisional Staff List, the Contractor's Final Staff List and the Staffing Information under the DPA.
3.7 In the three months prior to termination of this agreement, the Contractor shall not not, and shall procure that any of its sub-contractors shall not, materially increase or decrease the total number of staff listed on the Contractor's Provisional Staff List, their remuneration, or make any other change in the terms and conditions of those employees or dismiss any employees listed on the Contractor’s Provisional Staff List or recruit any additional employees without the Customer's prior written consent of the Authority (such consent not to be unreasonably withheld or delayed):.
2.3.1 increase 3.8 Subject to paragraph 2.11 above, the total number Contractor shall indemnify and keep indemnified in full the Customer and at the Customer's request each and every Replacement Contractor against all Employment Liabilities arising out of employees listed or in connection with anything done or omitted to be done by the Contractor and/or any sub contractor in relation to any Subsequent Transferring Employees’ employment (including any failure by the Contractor to inform and consult for the purpose of TUPE) between the Service Transfer Date and the Subsequent Service Transfer Date.
3.9 Subject to paragraph 2.11 above, the Contractor shall indemnify and keep indemnified in full the Customer and any and all Replacement Contractors against all wages and other remuneration due to any Relevant Employees and all other benefits, costs and expenses (including any accrued holiday entitlement) relating to the Relevant Employees from their employment from the Service Transfer Date to the Subsequent Service Transfer Date and shall indemnify and keep indemnified the Customer and any and all Replacement Contractors for any liability (including taxation) cost (including legal fees), claim or expense arising from their employment from the Service Transfer Date to the Subsequent Service Transfer Date.
3.10 The Customer shall indemnify and keep indemnified the Contractor and its subcontractors against any Employment Liabilities arising out of any act, omission or default of the Customer or any Replacement Contractor or any of their sub-contractors before, on or after the Contractor's Provisional Staff List save Service Transfer Date (including any failure by the Customer or any Replacement Contractor to inform and consult for fulfilling assignments the purpose of TUPE).
3.11 The Customer shall indemnify and projects previously scheduled keep indemnified the Contractor and agreed its subcontractors against any and all Employment Liabilities which the Contractor and its subcontractors may have in connection with any actual, proposed or anticipated changes by the Authority;
2.3.2 makeCustomer or Replacement Contractor or any of their sub contractors, propose or permit any changes to the terms and conditions of employment of any employees listed on the Contractor's Provisional Staff List;
2.3.3 increase the proportion of working time spent on the Services (or the relevant part) by any of the Contractor's Staff save for fulfilling assignments Subsequent Transferring Employees following the Subsequent Transfer Date and projects previously scheduled and agreed with any change in the Authority;
2.3.4 introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the Contractor's Provisional Staff List; and
2.3.5 replace any identity of the Contractor's Staff listed on employer by reason of the Contractor's Provisional Staff List Subsequent Relevant Transfer which is a significant change and which is or deploy is alleged to be to the detriment of the Subsequent Transferring Employees.
3.12 The Customer shall indemnify and keep indemnified the Contractor and its subcontractors against any failure to meet all remuneration, benefits, entitlements and outgoings for the Subsequent Transferring Employees and any other person to perform who is or will be employed or engaged by the Services (or the relevant part) or increase the number of employees or terminate or give notice to terminate the employment or contracts of any persons on the Contractor's Provisional Staff List. The Contractor will promptly notify the Authority or, at the direction of the Authority, the Replacement Contractor of any notice to terminate employment received from any persons listed on the Contractor's Provisional Staff List regardless of when such notice takes effect.
2.4 At least 14 days before the expected Service Transfer Date, the Contractor shall provide to the Authority Customer or any Replacement Contractor, Contractor or any of its sub-contractors in respect of each person (subject to compliance with Data Protection Legislation) on the Contractor's Final Staff List who is a Transferring Employee, their:
2.4.1 pay slip data for the most recent month;
2.4.2 cumulative pay for tax and pension purposes;
2.4.3 cumulative tax paid;
2.4.4 tax code;
2.4.5 voluntary deductions from pay; and
2.4.6 bank or building society account details for payroll purposes.
2.5 In connection with a Relevant Transferthe provision of services which are the same or materially similar to the Services, the parties agree that:
2.5.1 the Contractor shall perform including without limitation, all wages, holiday pay, bonuses, commissions, payments of PAYE, national insurance contributions, pension contributions and discharge all its obligations in respect of all the Transferring Employees and their representatives for its own account up to otherwise from and including the Subsequent Service Transfer Date.
2.5.2 The Contractor shall indemnify the Authority and any Replacement Contractor in full for and against all claims costs, expenses or liabilities whatsoever and howsoever arising, incurred or suffered by the Authority or any Replacement Contractor including without limitation all legal expenses and other professional fees (together with any VAT thereon) in relation to:
2.5.2.1 the Contractor's failure to perform and discharge any such obligation;
2.5.2.2 any act or omission by the Contractor on or before the Service Transfer Date or any other matter, event or circumstance occurring before the Service Transfer Date;
2.5.2.3 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contributions and otherwise) payable in respect of any period on or before the Service Transfer Date;
2.5.2.4 any claim arising out of the provision of, or proposal by the Contractor to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or before the Service Transfer Date;
2.5.2.5 any claim made by or in respect of any person employed or formerly employed by the Contractor other than a Transferring Employee for which it is alleged the Authority or any Replacement Contractor may be liable by virtue of this Contract and/or the TUPE Regulations;
2.5.2.6 any act or omission of the Contractor in relation to its obligations under Regulation 11 of the TUPE Regulations, or in respect of an award of compensation under Regulation 12 of the TUPE Regulations except to the extent that the liability arises from the Authority or Replacement Contractor's failure to comply with Regulation 11 of the TUPE Regulations; and
2.5.2.7 any statement communicated to or action done by the Contractor or in respect of, any Transferring Employee on or before the Service Transfer Date regarding the Service Transfer which has not been agreed in advance with the Authority in writing.
2.6 The Contractor shall indemnify the Authority and any Replacement Contractor in respect of any claims arising from any act or omission of the Contractor in relation to any other Contractor's Staff who is not a Transferring Employee during any period whether before, on or after the Service Transfer Date.
2.7 The Authority shall indemnify the Contractor against all claims arising from the Authority's failure to perform and discharge any obligation and against any Claims in respect of any Transferring Employees arising from or as a result of:
2.7.1 any act or omission by the Authority relating to a Transferring Employee occurring on or after the Service Transfer Date; and
2.7.2 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contribution and otherwise) accrued and payable after the Service Transfer Date.
2.7.3 any claim arising out of the provision of, or proposal by the Authority to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or after the Service Transfer Date; and
2.7.4 any act or omission of the Authority in relation to its obligations under Regulation 11 of the TUPE Regulations.
2.8 3.13 The parties shall co-operate to ensure that any requirement to inform and consult with the employees and or employee representatives in relation to any Relevant Transfer as a consequence of a Subsequent Relevant Transfer will be fulfilled.
2.9 3.14 The parties agree that the Contracts (Rights of Third Parties) Xxx 0000 Act 1999 shall apply to paragraphs 2.4 2.1 to 2.8 (inclusive) paragraph 3.12 to the extent necessary to ensure that any Replacement Contractor and any subcontractor of the Contractor shall have the right to enforce the obligations owed to, and indemnities given to, the Replacement Contractor by the Contractor to them in its their own right under section 1(1) of the Contracts (Rights of Third Parties) Xxx 0000.
2.10 If, in the event of a Service Transfer to which the TUPE Regulations do not apply the following provisions shall apply:
2.10.1 the Authority or the Replacement Contractor can, at its discretion, make an offer in writing to any Act 1999 and clause 37.1 of the employees listed on the Contractor's Provisional Staff List or any Contractor's Staff assigned to the Services, to employ that employee under a new contract of employment to take effect at the earliest reasonable opportunity;
2.10.2 when the offer has been made by the Authority or Replacement Contractor and accepted by any employee or worker, the Contractor shall permit the employee or worker to leave his or her employment, as soon as practicable depending on the business needs of the Contractor which could be without the employee or worker having worked his full notice period, if the employee so requests and where operational obligations allow;
2.10.3 if the employee does not accept an offer of employment made by the Authority or Replacement Contractor, the employee shall remain employed by the Contractor and all claims in relation to the employee shall remain with the Contractor; and
2.10.4 if the Authority or the Replacement Contractor does not make an offer to any employee on the Contractor's Provisional Staff List or any Contractor's Staff, then that employee and all claims in relation to that employee remains with the ContractorAssignment Contract is amended accordingly.
Appears in 1 contract
Samples: Services Order Form
EMPLOYMENT EXIT PROVISIONS. 2.1 The Contractor agrees that3.1 This agreement envisages that subsequent to its commencement, subject to compliance with the Data Protection Legislation:
2.1.1 within 20 days identity of the earliest of:provider of the Services (or any part of the Services) may change (whether as a result of termination of this agreement, or part or otherwise) resulting in a transfer of the Services in whole or in part (Subsequent Transfer). If a Subsequent Transfer is a Relevant Transfer then the Authority or Replacement Service Provider will inherit liabilities in respect of the Relevant Employees with effect from the relevant Service Transfer Date.
(i) receipt 3.2 The Service Provider shall [and shall procure that any Sub-Contractor shall] on receiving notice of a notification termination of this agreement or otherwise, on request from the Authority and at such times as required by TUPE, provide in respect of a any person engaged or employed by the Service Transfer Provider or intended Service Transfer; or
(ii) receipt any Sub-Contractor in the provision of the giving of notice of early termination of this Contract or any part thereof; or
(iii) Services, the date which is 6 months before the expiry of the Initial Contract Period or any renewal term, and, in any event, on receipt of a written request of the Authority at any time, it shall provide the ContractorService Provider's Provisional Staff List and the Staffing Information to the Authority or, at the direction of together with any additional information required by the Authority, including information as to a Replacement Contractor and it the application of TUPE to the employees. The Service Provider shall provide an updated Contractor's Provisional Staff List when reasonably requested by notify the Authority or, of any Replacement Contractor;material changes to this information as and when they occur.
2.1.2 at 3.3 At least 14 days prior to the Service Transfer Date, the Service Provider shall [and shall procure that any Sub-Contractor shall shall] prepare and provide to the Authority and/or, at the direction of the Authority, to the Replacement ContractorService Provider, the ContractorService Provider's Final Staff List, which shall be complete and accurate in all material respects. The ContractorService Provider's Final Staff List shall identify which of the Service Provider's and Sub-Contractor's Staff personnel named are Transferring Relevant Employees;.
2.1.3 the 3.4 The Authority shall be permitted to use and disclose the ContractorService Provider's Provisional Staff List, the ContractorService Provider's Final Staff List and the Staffing Information for informing any Tenderer tenderer or other prospective Replacement Contractor Service Provider for any services which that are substantially the same type of services as (or any part thereofof) as the Services; and
2.1.4 upon reasonable request by the Authority the Contractor shall provide the Authority or at the request of the Authority, the Replacement Contractor, with access (on reasonable notice and during normal working hours) to such employment records (and provide copies) as the Authority reasonably requests.
2.2 3.5 The Contractor Service Provider warrants that the ContractorService Provider's Provisional Staff List, the ContractorService Provider's Final Staff List and the Staffing Information (TUPE Information) will be true and accurate in all material respects.
2.3 From the date of the earliest event referred to respects and that no persons are employed or engaged in paragraph 2.1.1 of this Schedule 6, the Contractor agrees that it shall not without the prior written consent of the Authority, assign any person to the provision of the Services (or the relevant part) which is the subject of a Service Transfer who is not listed in the Contractor's Provisional Staff List and shall not without the prior written consent of the Authority (such consent not to be unreasonably withheld or delayed):
2.3.1 increase the total number of employees listed other than those included on the Contractor's Provisional Staff List save for fulfilling assignments and projects previously scheduled and agreed with the Authority;
2.3.2 make, propose or permit any changes to the terms and conditions of employment of any employees listed on the Contractor's Provisional Staff List;
2.3.3 increase the proportion of working time spent on the Services (or the relevant part) by any of the Contractor's Staff save for fulfilling assignments and projects previously scheduled and agreed with the Authority;
2.3.4 introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the Contractor's Provisional Staff List; and
2.3.5 replace any of the Contractor's Staff listed on the Contractor's Provisional Staff List or deploy any other person to perform the Services (or the relevant part) or increase the number of employees or terminate or give notice to terminate the employment or contracts of any persons on the Contractor's Provisional Staff List. The Contractor will promptly notify the Authority or, at the direction of the Authority, the Replacement Contractor of any notice to terminate employment received from any persons listed on the Contractor's Provisional Staff List regardless of when such notice takes effect.
2.4 At least 14 days before the expected Service Transfer Date, the Contractor shall provide to the Authority or any Replacement Contractor, in respect of each person (subject to compliance with Data Protection Legislation) on the ContractorProvider's Final Staff List who is a Transferring Employee, their:
2.4.1 pay slip data for the most recent month;
2.4.2 cumulative pay for tax and pension purposes;
2.4.3 cumulative tax paid;
2.4.4 tax code;
2.4.5 voluntary deductions from pay; and
2.4.6 bank or building society account details for payroll purposesList.
2.5 In connection with a Relevant Transfer, the parties agree that:
2.5.1 the 3.6 The Service Provider shall and shall procure that any Sub-Contractor shall perform and discharge ensure at all its obligations times that it shall comply with the DPA in respect of all the Transferring Employees and their representatives for its own account up to and including the Service Transfer Date.
2.5.2 The Contractor shall indemnify the Authority and any Replacement Contractor in full for and against all claims costs, expenses or liabilities whatsoever and howsoever arising, incurred or suffered by the Authority or any Replacement Contractor including without limitation all legal expenses and other professional fees (together with any VAT thereon) in relation to:
2.5.2.1 the Contractor's failure to perform and discharge any such obligation;
2.5.2.2 any act or omission by the Contractor on or before the Service Transfer Date or any other matter, event or circumstance occurring before the Service Transfer Date;
2.5.2.3 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contributions and otherwise) payable in respect of any period on or before the Service Transfer Date;
2.5.2.4 any claim arising out of the provision of, or proposal by the Contractor to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or before the Service Transfer Date;
2.5.2.5 any claim made by or in respect of any person employed or formerly employed by the Contractor other than a Transferring Employee for which it is alleged the Authority or any Replacement Contractor may be liable by virtue of this Contract and/or the TUPE Regulations;
2.5.2.6 any act or omission of the Contractor in relation to its obligations under Regulation 11 of the TUPE Regulations, or in respect of an award of compensation under Regulation 12 of the TUPE Regulations except to the extent that the liability arises from the Authority or Replacement Contractor's failure to comply with Regulation 11 of the TUPE Regulations; and
2.5.2.7 any statement communicated to or action done by the Contractor or in respect of, any Transferring Employee on or before the Service Transfer Date regarding the Service Transfer which has not been agreed in advance with the Authority in writingInformation.
2.6 The Contractor shall indemnify the Authority and any Replacement Contractor in respect of any claims arising from any act or omission of the Contractor in relation to any other Contractor's Staff who is not a Transferring Employee during any period whether before, on or after the Service Transfer Date.
2.7 The Authority shall indemnify the Contractor against all claims arising from the Authority's failure to perform and discharge any obligation and against any Claims in respect of any Transferring Employees arising from or as a result of:
2.7.1 any act or omission by the Authority relating to a Transferring Employee occurring on or after the Service Transfer Date; and
2.7.2 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contribution and otherwise) accrued and payable after the Service Transfer Date.
2.7.3 any claim arising out of the provision of, or proposal by the Authority to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or after the Service Transfer Date; and
2.7.4 any act or omission of the Authority in relation to its obligations under Regulation 11 of the TUPE Regulations.
2.8 3.7 The parties shall co-operate to ensure that any requirement to inform and consult with the employees and or employee representatives in relation to any Relevant Transfer as a consequence of a Subsequent Transfer will be fulfilled.
2.9 3.8 The parties agree that Service Provider shall indemnify and keep indemnified in full the Contracts (Rights of Third Parties) Xxx 0000 shall apply Authority [and at the Authority's request each and every Replacement Service Provider against all Employment Liabilities relating to paragraphs 2.4 to 2.8 (inclusive) to the extent necessary to ensure that any Replacement Contractor shall have the right to enforce the obligations owed to, and indemnities given to, the Replacement Contractor person who is or has been employed or engaged by the Service Provider or any Sub-Contractor in its own right under section 1(1) connection with the provision of the Contracts (Rights of Third Parties) Xxx 0000.
2.10 If, in the event of a Service Transfer to which the TUPE Regulations do not apply the following provisions shall apply:
2.10.1 the Authority or the Replacement Contractor can, at its discretion, make an offer in writing to any of the employees listed on Services arising from or connected with any failure by the Contractor's Provisional Staff List Service Provider and/or any Sub- Contractor to comply with any legal obligation, whether under regulation 13 or 14 of TUPE or any Contractor's Staff assigned to award of compensation under regulation 15 of TUPE, under the ServicesAcquired Rights Directive or otherwise and, to employ that employee under a new contract of employment to take effect at whether any such claim arises before or after the earliest reasonable opportunity;
2.10.2 when the offer has been made by the Authority or Replacement Contractor and accepted by any employee or worker, the Contractor shall permit the employee or worker to leave his or her employment, as soon as practicable depending on the business needs of the Contractor which could be without the employee or worker having worked his full notice period, if the employee so requests and where operational obligations allow;
2.10.3 if the employee does not accept an offer of employment made by the Authority or Replacement Contractor, the employee shall remain employed by the Contractor and all claims in relation to the employee shall remain with the Contractor; and
2.10.4 if the Authority or the Replacement Contractor does not make an offer to any employee on the Contractor's Provisional Staff List or any Contractor's Staff, then that employee and all claims in relation to that employee remains with the ContractorService Transfer Date.
Appears in 1 contract
EMPLOYMENT EXIT PROVISIONS. 2.1 The Contractor agrees that3.1 This agreement envisages that subsequent to its commencement, subject to compliance with the Data Protection Legislation:
2.1.1 within 20 days identity of the earliest of:provider of the Services (or any part of the Services) may change (whether as a result of termination of this agreement or otherwise) resulting in a transfer of the Services in whole or in part to the Authority, a Replacement Service Provider or Replacement Service Providers (a “Subsequent Relevant Transfer”) with effect from the Subsequent Service Transfer Date. It is acknowledged that such a transfer may amount to a Relevant Transfer.
(i) receipt 3.2 The Service Provider shall and shall procure that any of a notification its sub-contractors shall on receiving notice of termination of this agreement or otherwise, on request from the Authority provide in respect of a any person engaged or employed by the Service Transfer Provider or intended Service Transfer; or
(ii) receipt any of its sub-contractors in the provision of the giving of notice of early termination of this Contract or any part thereof; or
(iii) Services, the date which is 6 months before the expiry of the Initial Contract Period or any renewal term, and, in any event, on receipt of a written request of the Authority at any time, it shall provide the ContractorService Provider's Provisional Staff List and the Staffing Information to together with any additional information required by the Authority. The Service Provider shall notify the Authority or, at the direction of the Authority, any material changes to a Replacement Contractor this information as and it shall provide an updated Contractor's Provisional Staff List when reasonably requested by the Authority or, any Replacement Contractor;they occur.
2.1.2 at 3.3 At least 14 days prior to the Subsequent Service Transfer Date, the Contractor Service Provider shall and shall procure that any of its sub-contractors shall prepare and provide to the Authority and/or, at the direction of the Authority, to the each and every Replacement ContractorService Provider, the ContractorService Provider's Final Staff List, which shall be complete and accurate in all material respects. The ContractorService Provider's Final Staff List shall identify which of the ContractorService Provider's Staff and any of its sub-contractor's personnel named are Subsequent Transferring Employees;.
2.1.3 the 3.4 The Authority shall be permitted to use and disclose the ContractorService Provider's Provisional Staff List, the ContractorService Provider's Final Staff List and the Staffing Information for informing any Tenderer tenderer or other prospective Replacement Contractor Service Provider for any services which that are substantially the same type of services (as the Services or any part thereof) as of the Services; and
2.1.4 upon reasonable request by the Authority the Contractor shall provide the Authority or at the request of the Authority, the Replacement Contractor, with access (on reasonable notice and during normal working hours) to such employment records (and provide copies) as the Authority reasonably requests.
2.2 3.5 The Contractor Service Provider warrants that the ContractorService Provider's Provisional Staff List, the ContractorService Provider's Final Staff List and the Staffing Information will be true and accurate in all material respects.
2.3 From the date of the earliest event referred to respects and that no persons are or will be wholly or mainly employed or engaged in paragraph 2.1.1 of this Schedule 6, the Contractor agrees that it shall not without the prior written consent of the Authority, assign any person to the provision of the Services (or other than those included on the relevant part) which is Service Provider's Final Staff List.
3.6 The Service Provider shall and shall procure that any of its sub-contractors shall ensure at all times that it has the subject of a right to provide the Service Transfer who is not listed in the ContractorProvider's Provisional Staff List, the Service Provider's Final Staff List and the Staffing Information under Data Protection Legislation.
3.7 In the six months prior to termination of this agreement, the Service Provider shall not not, and shall procure that any of its sub-contractors shall not, materially increase or decrease the total number of staff listed on the Service Provider's Provisional Staff List, their remuneration, or make any other change in the terms and conditions of those employees or dismiss any employees listed on the Service Provider’s Provisional Staff List or recruit any additional employees without the Authority's prior written consent of the Authority (such consent not to be unreasonably withheld or delayed):.
2.3.1 increase 3.8 The Service Provider shall indemnify and keep indemnified in full the total number of employees listed on the Contractor's Provisional Staff List save for fulfilling assignments Authority and projects previously scheduled and agreed with at the Authority;'s request each and every Replacement Service Provider against all Employment Liabilities arising out of or in connection with anything done or omitted to be done by the Service Provider and/or any sub contractor in relation to any Subsequent Transferring Employees’ employment (including any failure by the Service Provider to inform and consult for the purpose of TUPE) between the Service Transfer Date and the Subsequent Service Transfer Date.
2.3.2 make3.9 The Service Provider shall indemnify and keep indemnified in full the Authority and any and all Replacement Service Providers against all wages and other remuneration due to any Subsequent Transferring Employees and all other benefits, propose costs and expenses (including any accrued holiday entitlement) relating to the Subsequent Transferring Employees from their employment from the Service Transfer Date to the Subsequent Service Transfer Date and shall indemnify and keep indemnified the Authority and any and all Replacement Service Providers for any liability (including taxation) cost (including legal fees), claim or permit expense arising from their employment from the Service Transfer Date to the Subsequent Service Transfer Date.
3.10 The Authority shall indemnify and keep indemnified the Service Provider and its subcontractors against any Employment Liabilities arising out of any act, omission or default of the Authority or any Replacement Service Provider on or after the Subsequent Service Transfer Date (including any failure by the Authority or any Replacement Service Provider to inform and consult for the purpose of TUPE).
3.11 The Authority shall indemnify and keep indemnified the Service Provider and its subcontractors against any and all Employment Liabilities which the Service Provider and its subcontractors may have in connection with any actual, proposed or anticipated changes by the Authority or Replacement Service Provider or any of their sub contractors, to the terms and conditions of employment of any employees listed on the Contractor's Provisional Staff List;
2.3.3 increase the proportion of working time spent on the Services (or the relevant part) by any of the Contractor's Staff save for fulfilling assignments and projects previously scheduled and agreed with Subsequent Transferring Employees following the Authority;
2.3.4 introduce any new contractual Subsequent Service Transfer Date which is or customary practice concerning is alleged to be to the making of any lump sum payment on the termination of employment of any employees listed on the Contractor's Provisional Staff List; and
2.3.5 replace any detriment of the Contractor's Staff listed on Subsequent Transferring Employees.
3.12 The Authority shall indemnify and keep indemnified the Contractor's Provisional Staff List or deploy Service Provider and its subcontractors against any failure to meet all remuneration, benefits, entitlements and outgoings for the Subsequent Transferring Employees and any other person to perform the Services (or the relevant part) or increase the number of employees or terminate or give notice to terminate the employment or contracts of any persons on the Contractor's Provisional Staff List. The Contractor will promptly notify the Authority or, at the direction of the Authority, the Replacement Contractor of any notice to terminate employment received from any persons listed on the Contractor's Provisional Staff List regardless of when such notice takes effect.
2.4 At least 14 days before the expected Service Transfer Date, the Contractor shall provide to the Authority or any Replacement Contractor, in respect of each person (subject to compliance with Data Protection Legislation) on the Contractor's Final Staff List who is a Transferring Employee, their:
2.4.1 pay slip data for the most recent month;
2.4.2 cumulative pay for tax and pension purposes;
2.4.3 cumulative tax paid;
2.4.4 tax code;
2.4.5 voluntary deductions from pay; and
2.4.6 bank or building society account details for payroll purposes.
2.5 In connection with a Relevant Transfer, the parties agree that:
2.5.1 the Contractor shall perform and discharge all its obligations in respect of all the Transferring Employees and their representatives for its own account up to and including the Service Transfer Date.
2.5.2 The Contractor shall indemnify the Authority and any Replacement Contractor in full for and against all claims costs, expenses will be employed or liabilities whatsoever and howsoever arising, incurred or suffered engaged by the Authority or any Replacement Contractor Service Provider or any of its sub-contractors in connection with the provision of services which are the same or materially similar to the Services, including without limitation all legal expenses and other professional fees (together with any VAT thereon) in relation to:
2.5.2.1 the Contractor's failure to perform and discharge any such obligation;
2.5.2.2 any act or omission by the Contractor on or before the Service Transfer Date or any other matterlimitation, event or circumstance occurring before the Service Transfer Date;
2.5.2.3 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, holiday pay, bonuses, commissions, payments of PAYE, National Insurance national insurance contributions, pension contributions and otherwise) payable in respect of any period on or before otherwise from and including the Service Transfer Date;
2.5.2.4 any claim arising out of the provision of, or proposal by the Contractor to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or before the Service Transfer Date;
2.5.2.5 any claim made by or in respect of any person employed or formerly employed by the Contractor other than a Transferring Employee for which it is alleged the Authority or any Replacement Contractor may be liable by virtue of this Contract and/or the TUPE Regulations;
2.5.2.6 any act or omission of the Contractor in relation to its obligations under Regulation 11 of the TUPE Regulations, or in respect of an award of compensation under Regulation 12 of the TUPE Regulations except to the extent that the liability arises from the Authority or Replacement Contractor's failure to comply with Regulation 11 of the TUPE Regulations; and
2.5.2.7 any statement communicated to or action done by the Contractor or in respect of, any Transferring Employee on or before the Service Transfer Date regarding the Service Transfer which has not been agreed in advance with the Authority in writing.
2.6 The Contractor shall indemnify the Authority and any Replacement Contractor in respect of any claims arising from any act or omission of the Contractor in relation to any other Contractor's Staff who is not a Transferring Employee during any period whether before, on or after the Subsequent Service Transfer Date.
2.7 The Authority shall indemnify the Contractor against all claims arising from the Authority's failure to perform and discharge any obligation and against any Claims in respect of any Transferring Employees arising from or as a result of:
2.7.1 any act or omission by the Authority relating to a Transferring Employee occurring on or after the Service Transfer Date; and
2.7.2 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contribution and otherwise) accrued and payable after the Service Transfer Date.
2.7.3 any claim arising out of the provision of, or proposal by the Authority to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or after the Service Transfer Date; and
2.7.4 any act or omission of the Authority in relation to its obligations under Regulation 11 of the TUPE Regulations.
2.8 3.13 The parties shall co-operate to ensure that any requirement to inform and consult with the employees and or employee representatives in relation to any Relevant Transfer as a consequence of a Subsequent Relevant Transfer will be fulfilled.
2.9 The 3.14 In the event that there is no Subsequent Service Transfer Date and/or there is no Subsequent Relevant Transfer which amounts to a Relevant Transfer and the parties agree that the Contracts Services will cease on the termination of this agreement, the Service Provider agrees to use all reasonable endeavours to:
(a) redeploy any and all employees wholly or mainly assigned to the provision of the Services and;
(b) reduce the number of employees who will be wholly or mainly assigned to the Services immediately prior to the Subsequent Service Transfer Date.
3.15 The Service Provider agrees to provide such evidence of the process described in clause 3.14 as the Authority shall reasonably request from time to time within 14 days of a written request being made by the Authority for such information/documentation.
3.16 To the extent that any Transferring Employee or Retained Employee is made redundant by the Service Provider then provided that:
(a) the Service Provider complies with the procedural requirements detailed in clauses 3.14 to 3.16; and
(b) the Authority is satisfied that the Transferring Employee, or the Retained Employee (as the case may be) has been fairly dismissed by the Service Provider by reason of redundancy pursuant to section 135 of the Employment Rights of Third Parties) Xxx 0000 shall apply (the Service Provider agrees to paragraphs 2.4 provide such evidence of dismissal and the process followed as the Authority may reasonably request in this regard); and
(c) such dismissal takes effect no sooner than one month prior to 2.8 (inclusive) or three months after the Termination Date the Authority agrees to reimburse the Service Provider for any Redundancy Payment that falls due and payable by the Service Provider to any Transferring Employee or Retained Employee to the extent necessary to ensure that any Replacement Contractor shall have such Redundancy Payment exceeds the right to enforce statutory minimum entitlement of each Transferring Employee or Retained Employee as calculated in accordance with the obligations owed to, and indemnities given to, the Replacement Contractor by the Contractor in its own right under section 1(1) of the Contracts (Employment Rights of Third Parties) Xxx 0000.
2.10 If3.17 For the purposes of clause 3.16 the Authority’s obligation to reimburse the Service Provider shall be limited only to payments arising in respect of those Transferring Employees, or Retained Employees listed in Part 3 of this Schedule 9 who are in the event of a Service Transfer to which the TUPE Regulations do not apply the following provisions shall apply:
2.10.1 the Authority or the Replacement Contractor can, at its discretion, make an offer in writing to any employment of the employees listed on the Contractor's Provisional Staff List or any Contractor's Staff assigned to the Services, to employ that employee under a new contract of employment to take effect Service Provider at the earliest reasonable opportunity;
2.10.2 when time the offer has been made by the Authority or Replacement Contractor and accepted by any employee or worker, the Contractor shall permit the employee or worker obligation to leave his or her employment, as soon as practicable depending on the business needs of the Contractor which could be without the employee or worker having worked his full notice period, if the employee so requests and where operational obligations allow;
2.10.3 if the employee does not accept an offer of employment made by the Authority or Replacement Contractor, the employee shall remain employed by the Contractor and all claims in relation to the employee shall remain with the Contractor; and
2.10.4 if the Authority or the Replacement Contractor does not make an offer to any employee on the Contractor's Provisional Staff List or any Contractor's Staff, then that employee and all claims in relation to that employee remains with the Contractorreimburse occurs.
Appears in 1 contract
Samples: Contract for the Supply of International Trade Services
EMPLOYMENT EXIT PROVISIONS. 2.1 3.1 Where a Subsequent Transfer constitutes a Relevant Transfer then one or more of the Commissioners or a Replacement Provider will inherit liabilities in respect of the Relevant Employees with effect from the relevant Service Transfer Date.
3.2 The Contractor agrees that, subject to compliance with the Data Protection LegislationProvider shall and shall procure that any Sub-contractor shall:
2.1.1 within 20 days 3.2.1 on request from one or more of the earliest of:Commissioners on a date not more than 12 months immediately preceding the expiry of this Agreement and/or any review date; and/or
(i) receipt of a notification from the Authority of a Service Transfer or intended Service Transfer; or
(ii) receipt of the giving of 3.2.2 on receiving notice of early termination of this Contract Agreement (on whatever grounds and in whatever circumstances) or otherwise; and/or
3.2.3 at such times as required by TUPE provide promptly (and in any event within 21 days of a request) and at no cost to the Commissioners, in respect of any person engaged or employed by the Provider or any part thereof; or
(iii) Sub- contractor in the date which is 6 months before the expiry provision of the Initial Contract Period or any renewal termServices, and, in any event, on receipt of a written request of the Authority at any time, it shall provide the ContractorProvider's Provisional Staff List and the Staffing Information together with any additional information required by the Commissioners or one or more of them (notwithstanding this may be beyond the information required to be provided under TUPE), including information as to the Authority orapplication of TUPE to the employees. The Provider shall notify the Council, at the direction within fourteen (14) days of the Authorityevent (and in any event before the Service Transfer Date), of any material changes to the information supplied, discovery of further relevant information or on receipt of a Replacement Contractor and it shall provide an updated Contractor's Provisional Staff List when reasonably requested request for or clarification or amplification by the Authority or, any Replacement Contractor;Commissioners.
2.1.2 at 3.3 At least 14 twenty eight (28) days prior to the Service Transfer Date, the Contractor Provider shall and shall procure that any Sub-contractor shall prepare and provide to the Authority Commissioners and/or, at the direction of the AuthorityCommissioners, to the Replacement ContractorProvider, the ContractorProvider's Final Staff List, which shall be complete and accurate in all material respects. The ContractorProvider's Final Staff List shall identify which of the ContractorProvider's Staff and Sub-contractor's personnel named are Transferring Relevant Employees;.
2.1.3 the Authority 3.4 The Commissioners or one or more of them shall be permitted to use and disclose the ContractorProvider's Provisional Staff List, the ContractorProvider's Final Staff List and the Staffing Information for informing any Tenderer tenderer or other prospective Replacement Contractor for Provider of any services which that are substantially the same type of services as (or any part thereofof) as the Services; and
2.1.4 upon reasonable request by the Authority the Contractor shall provide the Authority or at the request of the Authority, the Replacement Contractor, with access (on reasonable notice and during normal working hours) to such employment records (and provide copies) as the Authority reasonably requests.
2.2 The Contractor warrants that the Contractor's Provisional Staff List, the Contractor's Final Staff List and the Staffing Information will be true and accurate in all material respects.
2.3 From the date of the earliest event referred to in paragraph 2.1.1 of this Schedule 6, the Contractor agrees that it shall not without the prior written consent of the Authority, assign any person to the provision of the Services (or the relevant part) which is the subject of a Service Transfer who is not listed in the Contractor's Provisional Staff List and shall not without the prior written consent of the Authority (such consent not to be unreasonably withheld or delayed):
2.3.1 increase the total number of employees listed on the Contractor's Provisional Staff List save for fulfilling assignments and projects previously scheduled and agreed with the Authority;
2.3.2 make, propose or permit any changes to the terms and conditions of employment of any employees listed on the Contractor's Provisional Staff List;
2.3.3 increase the proportion of working time spent on the Services (or the relevant part) by any of the Contractor's Staff save for fulfilling assignments and projects previously scheduled and agreed with the Authority;
2.3.4 introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the Contractor's Provisional Staff List; and
2.3.5 replace any of the Contractor's Staff listed on the Contractor's Provisional Staff List or deploy any other person to perform the Services (or the relevant part) or increase the number of employees or terminate or give notice to terminate the employment or contracts of any persons on the Contractor's Provisional Staff List. The Contractor will promptly notify the Authority or, at the direction of the Authority, the Replacement Contractor of any notice to terminate employment received from any persons listed on the Contractor's Provisional Staff List regardless of when such notice takes effect.
2.4 At least 14 days before the expected Service Transfer Date, the Contractor shall provide to the Authority or any Replacement Contractor, in respect of each person (subject to compliance with Data Protection Legislation) on the Contractor's Final Staff List who is a Transferring Employee, their:
2.4.1 pay slip data for the most recent month;
2.4.2 cumulative pay for tax and pension purposes;
2.4.3 cumulative tax paid;
2.4.4 tax code;
2.4.5 voluntary deductions from pay; and
2.4.6 bank or building society account details for payroll purposes.
2.5 In connection with a Relevant Transfer, the parties agree that:
2.5.1 the Contractor shall perform and discharge all its obligations in respect of all the Transferring Employees and their representatives for its own account up to and including the Service Transfer Date.
2.5.2 The Contractor shall indemnify the Authority and any Replacement Contractor in full for and against all claims costs, expenses or liabilities whatsoever and howsoever arising, incurred or suffered by the Authority or any Replacement Contractor including without limitation all legal expenses and other professional fees (together with any VAT thereon) in relation to:
2.5.2.1 the Contractor's failure to perform and discharge any such obligation;
2.5.2.2 any act or omission by the Contractor on or before the Service Transfer Date or any other matter, event or circumstance occurring before the Service Transfer Date;
2.5.2.3 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contributions and otherwise) payable in respect of any period on or before the Service Transfer Date;
2.5.2.4 any claim arising out of the provision of, or proposal by the Contractor to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or before the Service Transfer Date;
2.5.2.5 any claim made by or in respect of any person employed or formerly employed by the Contractor other than a Transferring Employee for which it is alleged the Authority or any Replacement Contractor may be liable by virtue of this Contract and/or the TUPE Regulations;
2.5.2.6 any act or omission of the Contractor in relation to its obligations under Regulation 11 of the TUPE Regulations, or in respect of an award of compensation under Regulation 12 of the TUPE Regulations except to the extent that the liability arises from the Authority or Replacement Contractor's failure to comply with Regulation 11 of the TUPE Regulations; and
2.5.2.7 any statement communicated to or action done by the Contractor or in respect of, any Transferring Employee on or before the Service Transfer Date regarding the Service Transfer which has not been agreed in advance with the Authority in writing.
2.6 The Contractor shall indemnify the Authority and any Replacement Contractor in respect of any claims arising from any act or omission of the Contractor in relation to any other Contractor's Staff who is not a Transferring Employee during any period whether before, on or after the Service Transfer Date.
2.7 The Authority shall indemnify the Contractor against all claims arising from the Authority's failure to perform and discharge any obligation and against any Claims in respect of any Transferring Employees arising from or as a result of:
2.7.1 any act or omission by the Authority relating to a Transferring Employee occurring on or after the Service Transfer Date; and
2.7.2 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contribution and otherwise) accrued and payable after the Service Transfer Date.
2.7.3 any claim arising out of the provision of, or proposal by the Authority to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or after the Service Transfer Date; and
2.7.4 any act or omission of the Authority in relation to its obligations under Regulation 11 of the TUPE Regulations.
2.8 The parties shall co-operate to ensure that any requirement to inform and consult with the employees and or employee representatives in relation to any Relevant Transfer will be fulfilled.
2.9 The parties agree that the Contracts (Rights of Third Parties) Xxx 0000 shall apply to paragraphs 2.4 to 2.8 (inclusive) to the extent necessary to ensure that any Replacement Contractor shall have the right to enforce the obligations owed to, and indemnities given to, the Replacement Contractor by the Contractor in its own right under section 1(1) of the Contracts (Rights of Third Parties) Xxx 0000.
2.10 If, in the event of a Service Transfer to which the TUPE Regulations do not apply the following provisions shall apply:
2.10.1 the Authority or the Replacement Contractor can, at its discretion, make an offer in writing to any of the employees listed on the Contractor's Provisional Staff List or any Contractor's Staff assigned to the Services, to employ that employee under a new contract of employment to take effect at the earliest reasonable opportunity;
2.10.2 when the offer has been made by the Authority or Replacement Contractor and accepted by any employee or worker, the Contractor shall permit the employee or worker to leave his or her employment, as soon as practicable depending on the business needs of the Contractor which could be without the employee or worker having worked his full notice period, if the employee so requests and where operational obligations allow;
2.10.3 if the employee does not accept an offer of employment made by the Authority or Replacement Contractor, the employee shall remain employed by the Contractor and all claims in relation to the employee shall remain with the Contractor; and
2.10.4 if the Authority or the Replacement Contractor does not make an offer to any employee on the Contractor's Provisional Staff List or any Contractor's Staff, then that employee and all claims in relation to that employee remains with the Contractor.
Appears in 1 contract
Samples: Provider Agreement
EMPLOYMENT EXIT PROVISIONS. 2.1 The Contractor agrees that3.1 This Agreement envisages that subsequent to its commencement, subject to compliance with the Data Protection Legislation:
2.1.1 within 20 days identity of the earliest of:
(i) receipt of a notification from the Authority of a Service Transfer or intended Service Transfer; or
(ii) receipt provider of the giving Services (or any part of notice the Services) may change (whether as a result of early termination of this Contract Agreement, or part or otherwise) resulting in a transfer of the Services in whole or in part (Subsequent Transfer). If a Subsequent Transfer is a Relevant Transfer then the Council or Replacement Contractor will inherit liabilities in respect of the Relevant Employees with effect from the relevant Service Transfer Date.
3.2 The Contractor shall and shall procure that any Sub-Contractor shall on receiving notice of termination of this Agreement or otherwise, on request from the Council and at such times as required by TUPE, provide in respect of any person engaged or employed by the Contractor or any part thereof; or
(iii) Sub-Contractor in the date which is 6 months before the expiry provision of the Initial Contract Period or any renewal termServices, and, in any event, on receipt of a written request of the Authority at any time, it shall provide the Contractor's Provisional Staff List and the Staffing Information together with any additional information required by the Council, including information as to the Authority or, at application of TUPE to the direction employees. The Contractor shall notify the Council of the Authority, any material changes to a Replacement Contractor this information as and it shall provide an updated Contractor's Provisional Staff List when reasonably requested by the Authority or, any Replacement Contractor;they occur.
2.1.2 at 3.3 At least 14 28 days prior to the Service Transfer Date, the Contractor shall and shall procure that any Sub-Contractor shall prepare and provide to the Authority Council and/or, at the direction of the AuthorityCouncil, to the Replacement Contractor, the Contractor's Final Staff List, which shall be complete and accurate in all material respects. The Contractor's Final Staff List shall identify which of the Contractor's Staff and Sub- Contractor's personnel named are Transferring Relevant Employees;.
2.1.3 the Authority 3.4 The Council shall be permitted to use and disclose the Contractor's Provisional Staff List, the Contractor's Final Staff List and the Staffing Information for informing any Tenderer tenderer or other prospective Replacement Contractor for any services which that are substantially the same type of services as the Services (or any part thereof) as of the Services; and
2.1.4 upon reasonable request by the Authority the Contractor shall provide the Authority or at the request of the Authority, the Replacement Contractor, with access (on reasonable notice and during normal working hours) to such employment records (and provide copies) as the Authority reasonably requests).
2.2 3.5 The Contractor warrants to the Council and the Replacement Contractor that the Contractor's Provisional Staff List, the Contractor's Final Staff List and the Staffing Information (TUPE Information) will be true and accurate in all material respects.
2.3 From the date of the earliest event referred to respects and that no persons are employed or engaged in paragraph 2.1.1 of this Schedule 6, the Contractor agrees that it shall not without the prior written consent of the Authority, assign any person to the provision of the Services (or the relevant part) which is the subject of a Service Transfer who is not listed in other than those included on the Contractor's Provisional Final Staff List List.
3.6 The Contractor shall and shall procure that any Sub-Contractor shall ensure at all times that it has the right to provide the TUPE Information under Data Protection Legislation.
3.7 The Council regards compliance with this paragraph 3 as fundamental to the Agreement. In particular, failure to comply with paragraph 3.2 and paragraph 3.3 in respect of the provision of accurate information about the Relevant Employees shall entitle the Council to suspend payment of the Charges until such information is provided, or indefinitely. The maximum sum that may be retained under this paragraph 3.7 shall not exceed an amount equivalent to the Charges that would be payable in the three month period following the Contractor's failure to comply with paragraph 3.2 or paragraph 3.3, as the case may be.
3.8 Any change to the TUPE Information which would increase the total employment costs of the staff in the six months prior to termination of this Agreement shall not (so far as reasonably practicable) take place without the Council's prior written consent consent, unless such changes are required by law. The Contractor shall and shall procure that any Sub-contractor shall supply to the Council full particulars of such proposed changes and the Authority (such consent Council shall be afforded reasonable time to consider them.
3.9 In the six months prior to termination of this Agreement, the Contractor shall not to be unreasonably withheld and shall procure that any Sub-Contractor shall not materially increase or delayed):
2.3.1 increase decrease the total number of employees listed on the Contractor's Provisional Staff List save for fulfilling assignments and projects previously scheduled and agreed with the Authority;
2.3.2 make, propose or permit any changes to the terms and conditions of employment of any employees staff listed on the Contractor's Provisional Staff List;
2.3.3 increase the proportion of working time spent on the Services (, their remuneration, or the relevant part) by any of the Contractor's Staff save for fulfilling assignments and projects previously scheduled and agreed with the Authority;
2.3.4 introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the Contractor's Provisional Staff List; and
2.3.5 replace any of the Contractor's Staff listed on the Contractor's Provisional Staff List or deploy make any other person to perform change in the Services (or terms and conditions of those employees without the relevant part) or increase the number of employees or terminate or give notice to terminate the employment or contracts of any persons on the ContractorCouncil's Provisional Staff List. The Contractor will promptly notify the Authority or, at the direction of the Authority, the Replacement Contractor of any notice to terminate employment received from any persons listed on the Contractor's Provisional Staff List regardless of when such notice takes effectprior written consent.
2.4 At least 14 days before the expected Service Transfer Date, the Contractor shall provide to the Authority or any Replacement Contractor, in respect of each person (subject to compliance with Data Protection Legislation) on the Contractor's Final Staff List who is a Transferring Employee, their:
2.4.1 pay slip data for the most recent month;
2.4.2 cumulative pay for tax and pension purposes;
2.4.3 cumulative tax paid;
2.4.4 tax code;
2.4.5 voluntary deductions from pay; and
2.4.6 bank or building society account details for payroll purposes.
2.5 In connection with a Relevant Transfer, the parties agree that:
2.5.1 the Contractor shall perform and discharge all its obligations in respect of all the Transferring Employees and their representatives for its own account up to and including the Service Transfer Date.
2.5.2 3.10 The Contractor shall indemnify and keep indemnified in full the Authority Council and any each and every Replacement Contractor in full for and against all claims costs, expenses or liabilities whatsoever and howsoever arising, incurred or suffered by the Authority or any Replacement Contractor including without limitation all legal expenses and other professional fees (together with any VAT thereon) in relation Employment Liabilities relating to:
2.5.2.1 the Contractor's failure to perform and discharge (a) any such obligation;
2.5.2.2 any act person who is or omission has been employed or engaged by the Contractor on or before the Service Transfer Date or any other matter, event or circumstance occurring before Sub-Contractor in connection with the Service Transfer Date;
2.5.2.3 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contributions and otherwise) payable in respect provision of any period on or before the Service Transfer Date;
2.5.2.4 any claim arising out of the provision ofServices; or
(b) any trade union or staff association or employee representative, arising from or proposal connected with any failure by the Contractor and/or any Sub- Contractor to offer comply with any change to any benefitlegal obligation, term whether under regulation 13 or condition or working condition 14 of any Transferring Employee arising on or before the Service Transfer Date;
2.5.2.5 any claim made by or in respect of any person employed or formerly employed by the Contractor other than a Transferring Employee for which it is alleged the Authority TUPE or any Replacement Contractor may be liable by virtue of this Contract and/or the TUPE Regulations;
2.5.2.6 any act or omission of the Contractor in relation to its obligations under Regulation 11 of the TUPE Regulations, or in respect of an award of compensation under Regulation 12 regulation 15 of TUPE, under the TUPE Regulations except to the extent that the liability Acquired Rights Directive or otherwise and, whether any such claim arises from the Authority or Replacement Contractor's failure to comply with Regulation 11 of the TUPE Regulations; and
2.5.2.7 any statement communicated to or action done by the Contractor or in respect of, any Transferring Employee on or has its origin before the Service Transfer Date regarding the Service Transfer which has not been agreed in advance with the Authority in writing.
2.6 The Contractor shall indemnify the Authority and any Replacement Contractor in respect of any claims arising from any act or omission of the Contractor in relation to any other Contractor's Staff who is not a Transferring Employee during any period whether before, on or after the Service Transfer Date.
2.7 The Authority shall indemnify the Contractor against all claims arising from the Authority's failure to perform and discharge any obligation and against any Claims in respect of any Transferring Employees arising from or as a result of:
2.7.1 any act or omission by the Authority relating to a Transferring Employee occurring on or after the Service Transfer Date; and
2.7.2 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contribution and otherwise) accrued and payable after the Service Transfer Date.
2.7.3 any claim arising out of the provision of, or proposal by the Authority to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or after the Service Transfer Date; and
2.7.4 any act or omission of the Authority in relation to its obligations under Regulation 11 of the TUPE Regulations.
2.8 3.11 The parties shall co-operate to ensure that any requirement to inform and consult with the employees and or employee representatives in relation to any Relevant Transfer as a consequence of a Subsequent Transfer will be fulfilled.
2.9 3.12 The parties agree that the Contracts (Rights of Third Parties) Xxx 0000 shall apply from paragraph 3.2 to paragraphs 2.4 to 2.8 (inclusive) paragraph 3.11, to the extent necessary to ensure that any Replacement Contractor shall have the right to enforce the obligations owed to, and indemnities given to, the Replacement Contractor by the Contractor or the Council in its own right under section 1(1) of the Contracts (Rights of Third Parties) Xxx 0000.
2.10 If3.13 Despite paragraph 3.12, in it is expressly agreed that the event parties may by agreement rescind or vary any terms of a Service Transfer this Agreement without the consent of any other person who has the right to which the TUPE Regulations do not apply the following provisions shall apply:
2.10.1 the Authority enforce its terms or the Replacement Contractor can, at its discretion, make an offer term in writing to any of the employees listed on the Contractorquestion despite that such rescission or variation may extinguish or alter that person's Provisional Staff List or any Contractor's Staff assigned to the Services, to employ entitlement under that employee under a new contract of employment to take effect at the earliest reasonable opportunity;
2.10.2 when the offer has been made by the Authority or Replacement Contractor and accepted by any employee or worker, the Contractor shall permit the employee or worker to leave his or her employment, as soon as practicable depending on the business needs of the Contractor which could be without the employee or worker having worked his full notice period, if the employee so requests and where operational obligations allow;
2.10.3 if the employee does not accept an offer of employment made by the Authority or Replacement Contractor, the employee shall remain employed by the Contractor and all claims in relation to the employee shall remain with the Contractor; and
2.10.4 if the Authority or the Replacement Contractor does not make an offer to any employee on the Contractor's Provisional Staff List or any Contractor's Staff, then that employee and all claims in relation to that employee remains with the Contractorright.
Appears in 1 contract
EMPLOYMENT EXIT PROVISIONS. 2.1 21.1 This agreement envisages that, the identity of the provider of the Services (or any part of the Services) may change (whether as a result of termination of this agreement, or part, or otherwise) resulting in a transfer of the Services in whole or in part (“Service Transfer”). If a Service Transfer is a relevant transfer for the purposes of the Employment Regulations then, in such event, the University or a Replacement Supplier would inherit liabilities in respect of the Transferring Employees. Accordingly if the Employment Regulations apply on a Service Transfer the provisions in clause 21.7 to clause 21.10 shall apply. Clause 21.13 shall apply to a Service Transfer which is not a relevant transfer for the purposes of the Employment Regulations. For the avoidance of doubt, all other provisions in this clause 21 shall apply to all Service Transfers, whether or not the Employment Regulations apply.
21.2 The Contractor Supplier agrees that, subject to compliance with the Data Protection Legislation:
2.1.1 21.2.1 within 20 days of the earliest of:
(ia) receipt of a notification from the Authority University of a Service Transfer or intended Service Transfer; or;
(iib) receipt of the giving of notice of early termination of this Contract agreement or any part thereof; or
(iiic) the date which is 6 12 months before the expiry of the Initial Contract Period initial term of this agreement under clause 2.3 or any renewal term, and, in any event, on receipt of a written request of the Authority University at any time, it shall provide the ContractorSupplier's Provisional Staff List and the Staffing Information to the Authority University or, at the direction of the AuthorityUniversity, to a Replacement Contractor Supplier and it shall provide an updated ContractorSupplier's Provisional Staff List when reasonably requested by the Authority or, University or any Replacement ContractorSupplier;
2.1.2 21.2.2 at least 14 days prior to before the Service Transfer Date, the Contractor Supplier shall prepare and provide to the Authority University and/or, at the direction of the AuthorityUniversity, to the Replacement ContractorSupplier, the ContractorSupplier's Final Staff List, which shall be complete and accurate in all material respects. The ContractorSupplier's Final Staff List shall identify which of the ContractorSupplier's Staff Personnel named are Transferring Employees;
2.1.3 21.2.3 the Authority University shall be permitted to use and disclose the ContractorSupplier's Provisional Staff List, the ContractorSupplier's Final Staff List and the Staffing Information for informing any Tenderer tenderer or other prospective Replacement Contractor Supplier for any services which are substantially the same type of services (or any part thereof) as the Services; and
2.1.4 upon 21.2.4 on reasonable request by the Authority University the Contractor Supplier shall provide the Authority University or at the request of the AuthorityUniversity, the Replacement ContractorSupplier, with access (on reasonable notice and during normal working hours) to such employment records (and provide copies) as the Authority University reasonably requests.
2.2 21.3 The Contractor Supplier warrants that the ContractorSupplier's Provisional Staff List, the ContractorSupplier's Final Staff List and the Staffing Information will be true and accurate in all material respects.
2.3 21.4 From the date of the earliest event referred to in paragraph 2.1.1 of this Schedule 6clause 21.2, the Contractor Supplier agrees that it shall not without the prior written consent of the AuthorityUniversity, assign any person to the provision of the Services (or the relevant part) which is the subject of a Service Transfer who is not listed in the ContractorSupplier's Provisional Staff List and shall not without the prior written consent of the Authority University (such consent not to be unreasonably withheld or delayed):
2.3.1 21.4.1 increase the total number of employees listed on the ContractorSupplier's Provisional Staff List save for fulfilling assignments and projects previously scheduled and agreed with the AuthorityList;
2.3.2 21.4.2 make, propose or permit any changes to the terms and conditions of employment of any employees listed on the ContractorSupplier's Provisional Staff List;
2.3.3 21.4.3 increase the proportion of working time spent on the Services (or the relevant part) by any of the ContractorSupplier's Staff save for fulfilling assignments and projects previously scheduled and agreed with the AuthorityPersonnel;
2.3.4 21.4.4 introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the ContractorSupplier's Provisional Staff List; and
2.3.5 21.4.5 replace any of the ContractorSupplier's Staff Personnel listed on the ContractorSupplier's Provisional Staff List or deploy any other person to perform the Services (or the relevant part) or increase the number of employees or terminate or give notice to terminate the employment or contracts of any persons on the ContractorSupplier's Provisional Staff List. .
21.5 The Contractor Supplier will promptly notify the Authority University or, at the direction of the AuthorityUniversity, the Replacement Contractor Supplier of any notice to terminate employment received from any persons listed on the Contractor's Supplier’s Provisional Staff List regardless of when such notice takes effect.
2.4 21.6 At least 14 days before the expected Service Transfer Date, the Contractor Supplier shall provide to the Authority University or any Replacement ContractorSupplier, in respect of each person (subject to compliance with Data Protection Legislation) on the ContractorSupplier's Final Staff List who is a Transferring Employee, their:
2.4.1 (a) pay slip data for the most recent month;
2.4.2 (b) cumulative pay for tax and pension purposes;
2.4.3 (c) cumulative tax paid;
2.4.4 (d) tax code;
2.4.5 (e) voluntary deductions from pay; and
2.4.6 (f) bank or building society account details for payroll purposes.
2.5 21.7 In connection with a Relevant Transferrelevant transfer to which the Employment Regulations apply, the parties agree that:
2.5.1 21.7.1 the Contractor Supplier shall perform and discharge all its obligations in respect of all the Transferring Employees and their representatives for its own account up to and including the Service Transfer Date.
2.5.2 . The Contractor Supplier shall indemnify the Authority University and any Replacement Contractor Supplier in full for and against all claims claims, costs, expenses or liabilities whatsoever and howsoever arising, incurred or suffered by the Authority University or any Replacement Contractor Supplier including without limitation all legal expenses and other professional fees (together with any VAT thereon) in relation to:
2.5.2.1 (i) the ContractorSupplier's failure to perform and discharge any such obligation;
2.5.2.2 (ii) any act or omission by the Contractor Supplier on or before the Service Transfer Date or any other matter, event or circumstance occurring before the Service Transfer Date;
2.5.2.3 (iii) all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contributions and otherwise) payable in respect of any period on or before the Service Transfer Date;
2.5.2.4 (iv) any claim arising out of the provision of, or proposal by the Contractor Supplier to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or before the Service Transfer Date;
2.5.2.5 (v) any claim made by or in respect of any person employed or formerly employed by the Contractor Supplier other than a Transferring Employee for which it is alleged the Authority University or any Replacement Contractor Supplier may be liable by virtue of this Contract agreement and/or the TUPE Employment Regulations;
2.5.2.6 (vi) any act or omission of the Contractor Supplier in relation to its obligations under Regulation regulation 11 of the TUPE Employment Regulations, or in respect of an award of compensation under Regulation regulation 12 of the TUPE Employment Regulations except to the extent that the liability arises from the Authority University or Replacement ContractorSupplier's failure to comply with Regulation regulation 11 of the TUPE Employment Regulations; and
2.5.2.7 (vii) any statement communicated to or action done by the Contractor Supplier or in respect of, of any Transferring Employee on or before the Service Transfer Date regarding the Service Transfer which has not been agreed in advance with the Authority University in writing.
2.6 21.8 The Contractor Supplier shall indemnify the Authority University and any Replacement Contractor Supplier in respect of any claims arising from any act or omission of the Contractor Supplier in relation to any other ContractorSupplier's Staff Personnel who is not a Transferring Employee during any period whether before, on or after the Service Transfer Date.
2.7 21.9 The Authority University shall indemnify the Contractor Supplier against all claims arising from the AuthorityUniversity's or the Replacement Supplier's failure to perform and discharge any obligation and against any Claims claims in respect of any Transferring Employees arising from or as a result of:
2.7.1 21.9.1 any act or omission by the Authority University or the Replacement Supplier relating to a Transferring Employee occurring on or after the Service Transfer Date; and
2.7.2 21.9.2 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contribution and otherwise) accrued and payable after the Service Transfer Date.
2.7.3 any claim arising out of the provision of, or proposal by the Authority to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or after the Service Transfer Date; and
2.7.4 any act or omission of the Authority in relation to its obligations under Regulation 11 of the TUPE Regulations.
2.8 21.10 The parties shall co-operate to ensure that any requirement to inform and consult with the employees and or employee representatives in relation to any Relevant relevant transfer as a consequence of a Service Transfer will be fulfilled.
2.9 21.11 The parties agree that the Contracts (Rights of Third Parties) Xxx 0000 shall apply to paragraphs 2.4 clause 21.2 to 2.8 (inclusive) clause 21.10 to the extent necessary to ensure that any Replacement Contractor Supplier shall have the right to enforce the obligations owed to, and indemnities given to, the Replacement Contractor Supplier by the Contractor Supplier or the University to the Supplier under clause 21.2 to clause 21.10 in its own right under pursuant to section 1(1) of the Contracts (Rights of Third Parties) Xxx 0000.
2.10 If21.12 Notwithstanding clause 21.11, it is expressly agreed that the parties may by agreement rescind or vary this clause 21 or any term of this agreement without the consent of any other person who has the right to enforce the terms of this clause 19 or the term in question notwithstanding that such rescission or variation may extinguish or alter that person's entitlement under that right.
21.13 In the event of a Service Transfer to which the TUPE Employment Regulations do not apply apply, the following provisions shall apply:
2.10.1 21.13.1 the Authority University or the Replacement Contractor Supplier can, at its discretion, make an offer in writing to any of the employees listed on the ContractorSupplier's Provisional Staff List or any ContractorSupplier's Staff Personnel assigned to the ServicesServices an offer, in writing, to employ that employee under a new contract of employment to take effect at the earliest reasonable opportunity;
2.10.2 21.13.2 when the offer has been made by the Authority University or Replacement Contractor Supplier and accepted by any employee or worker, the Contractor Supplier shall permit the employee or worker to leave his or her employment, as soon as practicable depending on the business needs of the Contractor Supplier which could be without the employee or worker having worked his full notice period, if the employee so requests and where operational obligations allow;
2.10.3 21.13.3 if the employee does not accept an offer of employment made by the Authority University or Replacement ContractorSupplier, the employee shall remain employed by the Contractor Supplier and all claims in relation to the employee shall remain with the ContractorSupplier; and
2.10.4 21.13.4 if the Authority University or the Replacement Contractor Supplier does not make an offer to any employee on the ContractorSupplier's Provisional Staff List or any ContractorSupplier's StaffPersonnel, then that employee and all claims in relation to that employee remains with the ContractorSupplier.
Appears in 1 contract
Samples: Agreement for Provision of Services
EMPLOYMENT EXIT PROVISIONS. 2.1 Pre-service Transfer Obligations The Contractor Consultant agrees that, subject to compliance with the Data Protection Legislation:
2.1.1 that within 20 days twenty (20) Working Days of the earliest of:
(i) : receipt of a notification from the Authority Employer of a Service Transfer or intended Service Transfer; or
(ii) receipt of the giving of notice of early termination or any partial termination of this Contract or any part thereofcontract; or
(iii) the date which is 6 twelve (12) months before the expiry end of the Initial Contract Period or any renewal term, and, in any event, on service period; and receipt of a written request of the Authority Employer at any timetime (provided that the Employer shall only be entitled to make one such request in any six (6) month period), it shall provide in a suitably anonymised format so as to comply with the ContractorData Protection Legislation, the Consultant's Provisional Staff List and Personnel List, together with the Staffing Information in relation to the Authority or, at the direction of the Authority, to a Replacement Contractor Consultant's Provisional Personnel List and it shall provide an updated ContractorConsultant's Provisional Staff Personnel List when at such intervals as are reasonably requested by the Authority or, any Replacement Contractor;
2.1.2 at Employer. At least 14 days twenty (20) Working Days prior to the Service Transfer Date, the Contractor Consultant shall prepare and provide to the Authority and/or, Employer or at the direction of the Authority, Employer to any Replacement Consultant and/or any Replacement Sub-Consultant: the Replacement Contractor, the ContractorConsultant's Final Staff Personnel List, which shall be complete and accurate in all material respects. The Contractor's Final Staff List shall identify which of the Contractor's Staff named are Transferring Consultant Employees;
2.1.3 ; and the Authority Staffing Information in relation to the Consultant’s Final Personnel List (insofar as such information has not previously been provided). The Employer shall be permitted to use and disclose information provided by the Contractor's Provisional Staff List, Consultant under paragraphs 31.1 and 31.2 of Part D of this Annex G for the Contractor's Final Staff List and the Staffing Information for purpose of informing any Tenderer or other prospective Replacement Contractor Consultant and/or Replacement Sub-Consultant. The Consultant warrants, for any services which are substantially the same type of services (or any part thereof) as the Services; and
2.1.4 upon reasonable request by the Authority the Contractor shall provide the Authority or at the request benefit of the AuthorityEmployer, the any Replacement ContractorConsultant, with access (on reasonable notice and during normal working hours) any Replacement Sub-Consultant that all information provided pursuant to such employment records (paragraphs 31.1 and provide copies) as the Authority reasonably requests.
2.2 The Contractor warrants that the Contractor's Provisional Staff List, the Contractor's Final Staff List and the Staffing Information will 31.2 of Part D of this Annex G shall be true and accurate in all material respects.
2.3 . From the date of the earliest event referred to in paragraph 2.1.1 paragraphs 31.1.1 to 31.1.3 of Part D of this Schedule 6Annex G, the Contractor agrees Consultant agrees, that it shall not without the prior written consent of the Authoritynot, and agrees to procure that each Sub-Consultant shall not, assign any person to the provision of the Services (or the relevant part) which is the subject of a Service Transfer who is not listed in on the Contractor's Consultant’s Provisional Staff Personnel List and shall not without the prior written consent approval of the Authority Employer (such consent not to be unreasonably withheld or delayed):
2.3.1 increase the total number of employees ): replace or re-deploy any Staff listed on the Contractor's Consultant’s Provisional Staff Personnel List save for fulfilling assignments other than where any replacement is of equivalent grade, skills, experience and projects previously scheduled expertise and agreed with is employed on the Authority;
2.3.2 same terms and conditions of employment as the person he/she replaces; make, promise, propose or permit any material changes to the terms and conditions of employment of the Staff (including any employees listed on payments connected with the Contractor's Provisional Staff List;
2.3.3 termination of employment); increase the proportion of working time spent on the Services (or the relevant partpart of the Services) by any of the Contractor's Staff save for fulfilling assignments and projects previously scheduled and agreed with the Authority;
2.3.4 agreed; introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the ContractorConsultant's Provisional Staff Personnel List; and
2.3.5 replace any increase or reduce the total number of the Contractor's Staff listed on the Contractor's Provisional Staff List employees so engaged, or deploy any other person to perform the Services (or the relevant part) or increase part of the number of employees Services); or terminate or give notice to terminate the employment or contracts of any persons on the ContractorConsultant's Provisional Staff List. The Contractor will Personnel List save by due disciplinary process, and shall promptly notify notify, and procure that each Sub-Consultant shall promptly notify, the Authority Employer or, at the direction of the AuthorityEmployer, the any Replacement Contractor Consultant and any Replacement Sub-Consultant of any notice to terminate employment given by the Consultant or relevant Sub-Consultant or received from any persons listed on the ContractorConsultant's Provisional Staff Personnel List regardless of when such notice takes effect.
2.4 At least 14 days before . During the expected service period, the Consultant shall provide to the Employer any information the Employer may reasonably require relating to any individual employed, assigned or engaged in providing the Services (subject to any limitations imposed by the Data Protection Legislation) including without limitation the Staffing Information and, upon reasonable request by the Employer and subject only to any limitation imposed by the Data Protection Legislation, the Consultant shall provide, and shall procure that each Sub-Consultant shall provide, the Employer or, at the direction of the Employer to a Replacement Consultant and/or any Replacement Sub-Consultant with access (on reasonable notice and during normal working hours) to such employment records as the Employer reasonably requests and shall allow the Employer or at the Employer’s direction, the Replacement Consultant and/or any Replacement Sub-Consultant to have copies of any such documents. The Consultant shall provide, and shall procure that each Sub-Consultant shall provide, all reasonable cooperation and assistance to the Employer, any Replacement Consultant and/or any Replacement Sub-Consultant to ensure the smooth transfer of the Transferring Consultant Employees on the Service Transfer Date including providing sufficient information in advance of the Service Transfer Date to ensure that all necessary payroll arrangements can be made to enable the Transferring Consultant Employees to be paid as appropriate. Without prejudice to the generality of the foregoing, within five (5) Working Days following the Service Transfer Date, the Contractor Consultant shall provide provide, and shall procure that each Sub-Consultant shall provide, the Employer or, at the direction of the Employer, to the Authority or any Replacement ContractorConsultant and/or any Replacement Sub-Consultant (as appropriate), in respect of each person (subject to compliance with Data Protection Legislation) on the ContractorConsultant's Final Staff Personnel List who is a Transferring Consultant Employee, their:
2.4.1 pay slip data for : the most recent month;
2.4.2 's copy pay slip data; details of cumulative pay for tax and pension purposes;
2.4.3 ; details of cumulative tax paid;
2.4.4 ; tax code;
2.4.5 ; details of any voluntary deductions from pay; and
2.4.6 bank or and bank/building society account details for payroll purposes.
2.5 In connection with a Relevant Transfer, the parties agree that:
2.5.1 the Contractor shall perform and discharge all its obligations in respect of all the Transferring Employees and their representatives for its own account up to and including the Service Transfer Date.
2.5.2 The Contractor shall indemnify the Authority and any Replacement Contractor in full for and against all claims costs, expenses or liabilities whatsoever and howsoever arising, incurred or suffered by the Authority or any Replacement Contractor including without limitation all legal expenses and other professional fees (together with any VAT thereon) in relation to:
2.5.2.1 the Contractor's failure to perform and discharge any such obligation;
2.5.2.2 any act or omission by the Contractor on or before the Service Transfer Date or any other matter, event or circumstance occurring before the Service Transfer Date;
2.5.2.3 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contributions and otherwise) payable in respect of any period on or before the Service Transfer Date;
2.5.2.4 any claim arising out of the provision of, or proposal by the Contractor to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or before the Service Transfer Date;
2.5.2.5 any claim made by or in respect of any person employed or formerly employed by the Contractor other than a Transferring Employee for which it is alleged the Authority or any Replacement Contractor may be liable by virtue of this Contract and/or the TUPE Regulations;
2.5.2.6 any act or omission of the Contractor in relation to its obligations under Regulation 11 of the TUPE Regulations, or in respect of an award of compensation under Regulation 12 of the TUPE Regulations except to the extent that the liability arises from the Authority or Replacement Contractor's failure to comply with Regulation 11 of the TUPE Regulations; and
2.5.2.7 any statement communicated to or action done by the Contractor or in respect of, any Transferring Employee on or before the Service Transfer Date regarding the Service Transfer which has not been agreed in advance with the Authority in writing.
2.6 The Contractor shall indemnify the Authority and any Replacement Contractor in respect of any claims arising from any act or omission of the Contractor in relation to any other Contractor's Staff who is not a Transferring Employee during any period whether before, on or after the Service Transfer Date.
2.7 The Authority shall indemnify the Contractor against all claims arising from the Authority's failure to perform and discharge any obligation and against any Claims in respect of any Transferring Employees arising from or as a result of:
2.7.1 any act or omission by the Authority relating to a Transferring Employee occurring on or after the Service Transfer Date; and
2.7.2 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contribution and otherwise) accrued and payable after the Service Transfer Date.
2.7.3 any claim arising out of the provision of, or proposal by the Authority to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or after the Service Transfer Date; and
2.7.4 any act or omission of the Authority in relation to its obligations under Regulation 11 of the TUPE Regulations.
2.8 The parties shall co-operate to ensure that any requirement to inform and consult with the employees and or employee representatives in relation to any Relevant Transfer will be fulfilled.
2.9 The parties agree that the Contracts (Rights of Third Parties) Xxx 0000 shall apply to paragraphs 2.4 to 2.8 (inclusive) to the extent necessary to ensure that any Replacement Contractor shall have the right to enforce the obligations owed to, and indemnities given to, the Replacement Contractor by the Contractor in its own right under section 1(1) of the Contracts (Rights of Third Parties) Xxx 0000.
2.10 If, in the event of a Service Transfer to which the TUPE Regulations do not apply the following provisions shall apply:
2.10.1 the Authority or the Replacement Contractor can, at its discretion, make an offer in writing to any of the employees listed on the Contractor's Provisional Staff List or any Contractor's Staff assigned to the Services, to employ that employee under a new contract of employment to take effect at the earliest reasonable opportunity;
2.10.2 when the offer has been made by the Authority or Replacement Contractor and accepted by any employee or worker, the Contractor shall permit the employee or worker to leave his or her employment, as soon as practicable depending on the business needs of the Contractor which could be without the employee or worker having worked his full notice period, if the employee so requests and where operational obligations allow;
2.10.3 if the employee does not accept an offer of employment made by the Authority or Replacement Contractor, the employee shall remain employed by the Contractor and all claims in relation to the employee shall remain with the Contractor; and
2.10.4 if the Authority or the Replacement Contractor does not make an offer to any employee on the Contractor's Provisional Staff List or any Contractor's Staff, then that employee and all claims in relation to that employee remains with the Contractor.
Appears in 1 contract
Samples: Call Off Agreement
EMPLOYMENT EXIT PROVISIONS. 2.1 The Contractor agrees that3.1 This agreement envisages that subsequent to its commencement, subject to compliance with the Data Protection Legislation:
2.1.1 within 20 days identity of the earliest of:
(i) receipt of a notification from the Authority of a Service Transfer or intended Service Transfer; or
(ii) receipt provider of the giving Services (or any part of notice the Services) may change (whether as a result of early termination of this Contract agreement, or part or otherwise) resulting in a transfer of the Services in whole or in part (Subsequent Transfer). If a Subsequent Transfer is a Relevant Transfer then the Council or Replacement Contractor will inherit liabilities in respect of the Relevant Employees with effect from the relevant Service Transfer Date.
3.2 The Contractor shall and shall procure that any Sub-Contractor shall on receiving notice of termination of this agreement or otherwise, on request from the Council and at such times as required by TUPE, provide in respect of any person engaged or employed by the Contractor or any part thereof; or
(iii) Sub-Contractor in the date which is 6 months before the expiry provision of the Initial Contract Period or any renewal termServices, and, in any event, on receipt of a written request of the Authority at any time, it shall provide the Contractor's Provisional Staff List and the Staffing Information together with any additional information required by the Council, including information as to the Authority or, at application of TUPE to the direction employees. The Contractor shall notify the Council of the Authority, any material changes to a Replacement Contractor this information as and it shall provide an updated Contractor's Provisional Staff List when reasonably requested by the Authority or, any Replacement Contractor;they occur.
2.1.2 at 3.3 At least 14 days prior to the Service Transfer Date, the Contractor shall and shall procure that any Sub-Contractor shall prepare and provide to the Authority Council and/or, at the direction of the AuthorityCouncil, to the Replacement Contractor, the Contractor's Final Staff List, which shall be complete and accurate in all material respects. The Contractor's Final Staff List shall identify which of the Contractor's Staff and Sub-Contractor's personnel named are Transferring Relevant Employees;.
2.1.3 the Authority 3.4 The Council shall be permitted to use and disclose the Contractor's Provisional Staff List, the Contractor's Final Staff List and the Staffing Information for informing any Tenderer tenderer or other prospective Replacement Contractor for any services which that are substantially the same type of services as (or any part thereofof) as the Services; and
2.1.4 upon reasonable request by the Authority the Contractor shall provide the Authority or at the request of the Authority, the Replacement Contractor, with access (on reasonable notice and during normal working hours) to such employment records (and provide copies) as the Authority reasonably requests.
2.2 3.5 The Contractor warrants that the Contractor's Provisional Staff List, the Contractor's Final Staff List and the Staffing Information (TUPE Information) will be true and accurate in all material respects.
2.3 From the date of the earliest event referred to respects and that no persons are employed or engaged in paragraph 2.1.1 of this Schedule 6, the Contractor agrees that it shall not without the prior written consent of the Authority, assign any person to the provision of the Services (or the relevant part) which is the subject of a Service Transfer who is not listed in the Contractor's Provisional Staff List and shall not without the prior written consent of the Authority (such consent not to be unreasonably withheld or delayed):
2.3.1 increase the total number of employees listed on the Contractor's Provisional Staff List save for fulfilling assignments and projects previously scheduled and agreed with the Authority;
2.3.2 make, propose or permit any changes to the terms and conditions of employment of any employees listed on the Contractor's Provisional Staff List;
2.3.3 increase the proportion of working time spent on the Services (or the relevant part) by any of the Contractor's Staff save for fulfilling assignments and projects previously scheduled and agreed with the Authority;
2.3.4 introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the Contractor's Provisional Staff List; and
2.3.5 replace any of the Contractor's Staff listed on the Contractor's Provisional Staff List or deploy any other person to perform the Services (or the relevant part) or increase the number of employees or terminate or give notice to terminate the employment or contracts of any persons on the Contractor's Provisional Staff List. The Contractor will promptly notify the Authority or, at the direction of the Authority, the Replacement Contractor of any notice to terminate employment received from any persons listed on the Contractor's Provisional Staff List regardless of when such notice takes effect.
2.4 At least 14 days before the expected Service Transfer Date, the Contractor shall provide to the Authority or any Replacement Contractor, in respect of each person (subject to compliance with Data Protection Legislation) than those included on the Contractor's Final Staff List who is a Transferring Employee, their:
2.4.1 pay slip data for the most recent month;
2.4.2 cumulative pay for tax and pension purposes;
2.4.3 cumulative tax paid;
2.4.4 tax code;
2.4.5 voluntary deductions from pay; and
2.4.6 bank or building society account details for payroll purposesList.
2.5 In connection with a Relevant Transfer, the parties agree that:
2.5.1 the 3.6 The Contractor shall perform and discharge shall procure that any Sub-Contractor shall ensure at all its obligations in respect of all times that it has the Transferring Employees and their representatives for its own account up right to and including provide the Service Transfer DateTUPE Information under Data Protection Legislation.
2.5.2 3.7 Any change to the TUPE Information which would increase the total employment costs of the staff in the six months prior to termination of this agreement shall not (so far as reasonably practicable) take place without the Council's prior written consent, unless such changes are required by law. The Contractor shall and shall procure that any Sub-Contractor shall supply to the Council full particulars of such proposed changes and the Council shall be afforded reasonable time to consider them.
3.8 The Contractor shall indemnify and keep indemnified in full the Authority Council and any at the Council's request each and every Replacement Contractor in full for and against all claims costs, expenses or liabilities whatsoever and howsoever arising, incurred or suffered by the Authority or any Replacement Contractor including without limitation all legal expenses and other professional fees (together with any VAT thereon) in relation Employment Liabilities relating to:
2.5.2.1 the Contractor's failure to perform and discharge (a) any such obligation;
2.5.2.2 any act person who is or omission has been employed or engaged by the Contractor on or before the Service Transfer Date or any other matter, event or circumstance occurring before Sub-Contractor in connection with the Service Transfer Date;
2.5.2.3 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contributions and otherwise) payable in respect provision of any period on or before the Service Transfer Date;
2.5.2.4 any claim arising out of the provision of, Services; or
(b) any trade union or proposal by the Contractor to offer any change to any benefit, term staff association or condition or working condition employee representative (where such claim arises as a result of any Transferring Employee arising on or before the Service Transfer Date;
2.5.2.5 any claim made by or in respect of any person employed or formerly employed by the Contractor other than a Transferring Employee for which it is alleged the Authority or any Replacement Contractor may be liable by virtue of this Contract and/or the TUPE Regulations;
2.5.2.6 any act act, fault or omission of the Contractor in relation and/or any Sub-Contractor), arising from or connected with any failure by the Contractor and/or any Sub-Contractor to its obligations comply with any legal obligation, whether under Regulation 11 regulation 13 or 14 of the TUPE Regulations, or in respect of an any award of compensation under Regulation 12 regulation 15 of TUPE, under the TUPE Regulations except to the extent that the liability Acquired Rights Directive or otherwise and, whether any such claim arises from the Authority or Replacement Contractor's failure to comply with Regulation 11 of the TUPE Regulations; and
2.5.2.7 any statement communicated to or action done by the Contractor or in respect of, any Transferring Employee on or has its origin before the Service Transfer Date regarding the Service Transfer which has not been agreed in advance with the Authority in writing.
2.6 The Contractor shall indemnify the Authority and any Replacement Contractor in respect of any claims arising from any act or omission of the Contractor in relation to any other Contractor's Staff who is not a Transferring Employee during any period whether before, on or after the Service Transfer Date.
2.7 The Authority shall indemnify the Contractor against all claims arising from the Authority's failure to perform and discharge any obligation and against any Claims in respect of any Transferring Employees arising from or as a result of:
2.7.1 any act or omission by the Authority relating to a Transferring Employee occurring on or after the Service Transfer Date; and
2.7.2 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contribution and otherwise) accrued and payable after the Service Transfer Date.
2.7.3 any claim arising out of the provision of, or proposal by the Authority to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or after the Service Transfer Date; and
2.7.4 any act or omission of the Authority in relation to its obligations under Regulation 11 of the TUPE Regulations.
2.8 3.9 The parties shall co-operate to ensure that any requirement to inform and consult with the employees and or employee representatives in relation to any Relevant Transfer as a consequence of a Subsequent Transfer will be fulfilled.
2.9 3.10 The parties agree that the Contracts (Rights of Third Parties) Xxx 0000 shall apply to paragraphs 2.4 paragraph 3.1 to 2.8 (inclusive) paragraph 3.8, to the extent necessary to ensure that any Replacement Contractor shall have the right to enforce the obligations owed to, and indemnities given to, the Replacement Contractor by the Contractor or the Council in its own right under section 1(1) of the Contracts (Rights of Third Parties) Xxx 0000.. Hide Giving third party rights in respect of second generation transferNote: Giving third party rights in respect of second generation transfer Ensure that clause 40 (Third Party Rights) does not contradict this clause. Hide Note
2.10 If3.11 Despite paragraph 3.10, in it is expressly agreed that the event parties may by agreement rescind or vary any terms of a Service Transfer this contract without the consent of any other person who has the right to which the TUPE Regulations do not apply the following provisions shall apply:
2.10.1 the Authority enforce its terms or the Replacement Contractor can, at its discretion, make an offer term in writing to any of the employees listed on the Contractorquestion despite that such rescission or variation may extinguish or alter that person's Provisional Staff List or any Contractor's Staff assigned to the Services, to employ entitlement under that employee under a new contract of employment to take effect at the earliest reasonable opportunity;
2.10.2 when the offer has been made by the Authority or Replacement Contractor and accepted by any employee or worker, the Contractor shall permit the employee or worker to leave his or her employment, as soon as practicable depending on the business needs of the Contractor which could be without the employee or worker having worked his full notice period, if the employee so requests and where operational obligations allow;
2.10.3 if the employee does not accept an offer of employment made by the Authority or Replacement Contractor, the employee shall remain employed by the Contractor and all claims in relation to the employee shall remain with the Contractor; and
2.10.4 if the Authority or the Replacement Contractor does not make an offer to any employee on the Contractor's Provisional Staff List or any Contractor's Staff, then that employee and all claims in relation to that employee remains with the Contractorright.
Appears in 1 contract
Samples: Flexible Services Agreement
EMPLOYMENT EXIT PROVISIONS. 2.1 The Contractor agrees that3.1 This Agreement envisages that subsequent to its commencement, subject to compliance with the Data Protection Legislation:
2.1.1 within 20 days identity of the earliest of:provider of the Services (or any part of the Services) may change (whether as a result of termination of this Agreement or otherwise) resulting in a transfer of the Services in whole or in part to the Authority, a Replacement Service Provider or Replacement Service Providers (a “Subsequent Relevant Transfer”) with effect from the Subsequent Service Transfer Date. It is acknowledged that such a transfer may amount to a Relevant Transfer.
(i) receipt 3.2 The Service Provider shall and shall procure that any of a notification its Subcontractors shall on receiving notice of termination of this Agreement or otherwise, on request from the Authority provide in respect of a any person engaged or employed by the Service Transfer Provider or intended Service Transfer; or
(ii) receipt any of its Subcontractors in the provision of the giving of notice of early termination of this Contract or any part thereof; or
(iii) Services, the date which is 6 months before the expiry of the Initial Contract Period or any renewal term, and, in any event, on receipt of a written request of the Authority at any time, it shall provide the ContractorService Provider's Provisional Staff List and the Staffing Information to together with any additional information required by the Authority. The Service Provider shall notify the Authority or, at the direction of the Authority, any material changes to a Replacement Contractor this information as and it shall provide an updated Contractor's Provisional Staff List when reasonably requested by the Authority or, any Replacement Contractor;they occur.
2.1.2 at 3.3 At least 14 days prior to the Subsequent Service Transfer Date, the Contractor Service Provider shall and shall procure that any of its subcontractors shall prepare and provide to the Authority and/or, at the direction of the Authority, to the each and every Replacement ContractorService Provider, the ContractorService Provider's Final Staff List, which shall be complete and accurate in all material respects. The ContractorService Provider's Final Staff List shall identify which of the ContractorService Provider's Staff and any of its Subcontractor's personnel named are Subsequent Transferring Employees;.
2.1.3 the 3.4 The Authority shall be permitted to use and disclose the ContractorService Provider's Provisional Staff List, the ContractorService Provider's Final Staff List and the Staffing Information for informing any Tenderer tenderer or other prospective Replacement Contractor Service Provider for any services which that are substantially the same type of services (as the Services or any part thereof) as of the Services; and
2.1.4 upon reasonable request by the Authority the Contractor shall provide the Authority or at the request of the Authority, the Replacement Contractor, with access (on reasonable notice and during normal working hours) to such employment records (and provide copies) as the Authority reasonably requests.
2.2 3.5 The Contractor Service Provider warrants that the ContractorService Provider's Provisional Staff List, the ContractorService Provider's Final Staff List and the Staffing Information will be true and accurate in all material respects.
2.3 From the date of the earliest event referred to respects and that no persons are or will be wholly or mainly employed or engaged in paragraph 2.1.1 of this Schedule 6, the Contractor agrees that it shall not without the prior written consent of the Authority, assign any person to the provision of the Services (or other than those included on the relevant part) which is Service Provider's Final Staff List.
3.6 The Service Provider shall and shall procure that any of its Subcontractors shall ensure at all times that it has the subject of a right to provide the Service Transfer who is not listed in the ContractorProvider's Provisional Staff List, the Service Provider's Final Staff List and the Staffing Information under Data Protection Legislation.
3.7 In the six months prior to termination of this Agreement, the Service Provider shall not not, and shall procure that any of its Subcontractors shall not, materially increase or decrease the total number of staff listed on the Service Provider's Provisional Staff List, their remuneration, or make any other change in the terms and conditions of those employees or dismiss any employees listed on the Service Provider’s Provisional Staff List or recruit any additional employees without the Authority's prior written consent of the Authority (such consent not to be unreasonably withheld or delayed):.
2.3.1 increase 3.8 The Service Provider shall indemnify and keep indemnified in full the total number of employees listed on the Contractor's Provisional Staff List save for fulfilling assignments Authority and projects previously scheduled and agreed with at the Authority;'s request each and every Replacement Service Provider against all Employment Liabilities arising out of or in connection with anything done or omitted to be done by the Service Provider and/or any Subcontractor in relation to any Subsequent Transferring Employees’ employment (including any failure by the Service Provider to inform and consult for the purpose of TUPE) between the Service Transfer Date and the Subsequent Service Transfer Date.
2.3.2 make3.9 The Service Provider shall indemnify and keep indemnified in full the Authority and any and all Replacement Service Providers against all wages and other remuneration due to any Subsequent Transferring Employees and all other benefits, propose costs and expenses (including any accrued holiday entitlement) relating to the Subsequent Transferring Employees from their employment from the Service Transfer Date to the Subsequent Service Transfer Date and shall indemnify and keep indemnified the Authority and any and all Replacement Service Providers for any liability (including taxation) cost (including legal fees), claim or permit expense arising from their employment from the Service Transfer Date to the Subsequent Service Transfer Date.
3.10 The Authority shall indemnify and keep indemnified the Service Provider and its Subcontractors against any Employment Liabilities arising out of any act, omission or default of the Authority or any Replacement Service Provider on or after the Subsequent Service Transfer Date (including any failure by the Authority or any Replacement Service Provider to inform and consult for the purpose of TUPE).
3.11 The Authority shall indemnify and keep indemnified the Service Provider and its subcontractors against any and all Employment Liabilities which the Service Provider and its subcontractors may have in connection with any actual, proposed or anticipated changes by the Authority or Replacement Service Provider or any of their Subcontractors, to the terms and conditions of employment of any employees listed on the Contractor's Provisional Staff List;
2.3.3 increase the proportion of working time spent on the Services (or the relevant part) by any of the Contractor's Staff save for fulfilling assignments and projects previously scheduled and agreed with Subsequent Transferring Employees following the Authority;
2.3.4 introduce any new contractual Subsequent Service Transfer Date which is or customary practice concerning is alleged to be to the making of any lump sum payment on the termination of employment of any employees listed on the Contractor's Provisional Staff List; and
2.3.5 replace any detriment of the Contractor's Staff listed on Subsequent Transferring Employees.
3.12 The Authority shall indemnify and keep indemnified the Contractor's Provisional Staff List or deploy Service Provider and its subcontractors against any failure to meet all remuneration, benefits, entitlements and outgoings for the Subsequent Transferring Employees and any other person to perform the Services (or the relevant part) or increase the number of employees or terminate or give notice to terminate the employment or contracts of any persons on the Contractor's Provisional Staff List. The Contractor will promptly notify the Authority or, at the direction of the Authority, the Replacement Contractor of any notice to terminate employment received from any persons listed on the Contractor's Provisional Staff List regardless of when such notice takes effect.
2.4 At least 14 days before the expected Service Transfer Date, the Contractor shall provide to the Authority or any Replacement Contractor, in respect of each person (subject to compliance with Data Protection Legislation) on the Contractor's Final Staff List who is a Transferring Employee, their:
2.4.1 pay slip data for the most recent month;
2.4.2 cumulative pay for tax and pension purposes;
2.4.3 cumulative tax paid;
2.4.4 tax code;
2.4.5 voluntary deductions from pay; and
2.4.6 bank or building society account details for payroll purposes.
2.5 In connection with a Relevant Transfer, the parties agree that:
2.5.1 the Contractor shall perform and discharge all its obligations in respect of all the Transferring Employees and their representatives for its own account up to and including the Service Transfer Date.
2.5.2 The Contractor shall indemnify the Authority and any Replacement Contractor in full for and against all claims costs, expenses will be employed or liabilities whatsoever and howsoever arising, incurred or suffered engaged by the Authority or any Replacement Contractor Service Provider or any of its subcontractors in connection with the provision of services which are the same or materially similar to the Services, including without limitation all legal expenses and other professional fees (together with any VAT thereon) in relation to:
2.5.2.1 the Contractor's failure to perform and discharge any such obligation;
2.5.2.2 any act or omission by the Contractor on or before the Service Transfer Date or any other matterlimitation, event or circumstance occurring before the Service Transfer Date;
2.5.2.3 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, holiday pay, bonuses, commissions, payments of PAYE, National Insurance national insurance contributions, pension contributions and otherwise) payable in respect of any period on or before otherwise from and including the Service Transfer Date;
2.5.2.4 any claim arising out of the provision of, or proposal by the Contractor to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or before the Service Transfer Date;
2.5.2.5 any claim made by or in respect of any person employed or formerly employed by the Contractor other than a Transferring Employee for which it is alleged the Authority or any Replacement Contractor may be liable by virtue of this Contract and/or the TUPE Regulations;
2.5.2.6 any act or omission of the Contractor in relation to its obligations under Regulation 11 of the TUPE Regulations, or in respect of an award of compensation under Regulation 12 of the TUPE Regulations except to the extent that the liability arises from the Authority or Replacement Contractor's failure to comply with Regulation 11 of the TUPE Regulations; and
2.5.2.7 any statement communicated to or action done by the Contractor or in respect of, any Transferring Employee on or before the Service Transfer Date regarding the Service Transfer which has not been agreed in advance with the Authority in writing.
2.6 The Contractor shall indemnify the Authority and any Replacement Contractor in respect of any claims arising from any act or omission of the Contractor in relation to any other Contractor's Staff who is not a Transferring Employee during any period whether before, on or after the Subsequent Service Transfer Date.
2.7 The Authority shall indemnify the Contractor against all claims arising from the Authority's failure to perform and discharge any obligation and against any Claims in respect of any Transferring Employees arising from or as a result of:
2.7.1 any act or omission by the Authority relating to a Transferring Employee occurring on or after the Service Transfer Date; and
2.7.2 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contribution and otherwise) accrued and payable after the Service Transfer Date.
2.7.3 any claim arising out of the provision of, or proposal by the Authority to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or after the Service Transfer Date; and
2.7.4 any act or omission of the Authority in relation to its obligations under Regulation 11 of the TUPE Regulations.
2.8 3.13 The parties shall co-operate cooperate to ensure that any requirement to inform and consult with the employees and or employee representatives in relation to any Relevant Transfer as a consequence of a Subsequent Relevant Transfer will be fulfilled.
2.9 The 3.14 In the event that there is no Subsequent Service Transfer Date and/or there is no Subsequent Relevant Transfer which amounts to a Relevant Transfer and the parties agree that the Contracts Services will cease on the termination of this Agreement, the Service Provider agrees to use all reasonable endeavours to:
(a) redeploy any and all employees wholly or mainly assigned to the provision of the Services and;
(b) reduce the number of employees who will be wholly or mainly assigned to the Services immediately prior to the Subsequent Service Transfer Date.
3.15 The Service Provider agrees to provide such evidence of the process described in clause 3.14 as the Authority shall reasonably request from time to time within 14 days of a written request being made by the Authority for such information/documentation.
3.16 To the extent that any Transferring Employee or Retained Employee is made redundant by the Service Provider then provided that:
(a) the Service Provider complies with the procedural requirements detailed in clauses 3.14 to 3.16; and
(b) the Authority is satisfied that the Transferring Employee, or the Retained Employee (as the case may be) has been fairly dismissed by the Service Provider by reason of redundancy pursuant to section 135 of the Employment Rights of Third Parties) Xxx 0000 shall apply (the Service Provider agrees to paragraphs 2.4 provide such evidence of dismissal and the process followed as the Authority may reasonably request in this regard); and
(c) such dismissal takes effect no sooner than one month prior to 2.8 (inclusive) or three months after the Termination Date the Authority agrees to reimburse the Service Provider for any Redundancy Payment that falls due and payable by the Service Provider to any Transferring Employee or Retained Employee to the extent necessary to ensure that any Replacement Contractor shall have such Redundancy Payment exceeds the right to enforce statutory minimum entitlement of each Transferring Employee or Retained Employee as calculated in accordance with the obligations owed to, and indemnities given to, the Replacement Contractor by the Contractor in its own right under section 1(1) of the Contracts (Employment Rights of Third Parties) Xxx 0000.
2.10 If3.17 For the purposes of clause 3.16 the Authority’s obligation to reimburse the Service Provider shall be limited only to payments arising in respect of those Transferring Employees, or Retained Employees listed in Part 3 of this Schedule 9 who are in the event of a Service Transfer to which the TUPE Regulations do not apply the following provisions shall apply:
2.10.1 the Authority or the Replacement Contractor can, at its discretion, make an offer in writing to any employment of the employees listed on the Contractor's Provisional Staff List or any Contractor's Staff assigned to the Services, to employ that employee under a new contract of employment to take effect Service Provider at the earliest reasonable opportunity;
2.10.2 when time the offer has been made by the Authority or Replacement Contractor and accepted by any employee or worker, the Contractor shall permit the employee or worker obligation to leave his or her employment, as soon as practicable depending on the business needs of the Contractor which could be without the employee or worker having worked his full notice period, if the employee so requests and where operational obligations allow;
2.10.3 if the employee does not accept an offer of employment made by the Authority or Replacement Contractor, the employee shall remain employed by the Contractor and all claims in relation to the employee shall remain with the Contractor; and
2.10.4 if the Authority or the Replacement Contractor does not make an offer to any employee on the Contractor's Provisional Staff List or any Contractor's Staff, then that employee and all claims in relation to that employee remains with the Contractorreimburse occurs.
Appears in 1 contract
Samples: Contract for the Supply of International Trade Services
EMPLOYMENT EXIT PROVISIONS. 2.1 The Contractor agrees that, subject to compliance with the Data Protection Legislation:
2.1.1 within 20 days of the earliest of:
(i) receipt of a notification from the Authority of a Service Transfer or intended Service Transfer; or
(ii) receipt of the giving of notice of early termination of this Contract or any part thereof; or
(iii) the date which is 6 months before the expiry of the Initial Contract Period or any renewal term, and, in any event, on receipt of a written request of the Authority at any time, it shall provide the Contractor's Provisional Staff List and the Staffing Information to the Authority or, at the direction of the Authority, to a Replacement Contractor and it shall provide an updated Contractor's Provisional Staff List when reasonably requested by the Authority or, any Replacement Contractor;
2.1.2 at least 14 days prior to the Service Transfer Date, the Contractor shall prepare and provide to the Authority and/or, at the direction of the Authority, to the Replacement Contractor, the Contractor's Final Staff List, which shall be complete and accurate in all material respects. The Contractor's Final Staff List shall identify which of the Contractor's Staff named are Transferring Employees;
2.1.3 the Authority shall be permitted to use and disclose the Contractor's Provisional Staff List, the Contractor's Final Staff List and the Staffing Information for informing any Tenderer or other prospective Replacement Contractor for any services which are substantially the same type of services (or any part thereof) as the Services; and
2.1.4 upon reasonable request by the Authority the Contractor shall provide the Authority or at the request of the Authority, the Replacement Contractor, with access (on reasonable notice and during normal working hours) to such employment records (and provide copies) as the Authority reasonably requests.
2.2 The Contractor warrants that the Contractor's Provisional Staff List, the Contractor's Final Staff List and the Staffing Information will be true and accurate in all material respects.
2.3 From the date of the earliest event referred to in paragraph 2.1.1 of this Schedule 6, the Contractor agrees that it shall not without the prior written consent of the Authority, assign any person to the provision of the Services (or the relevant part) which is the subject of a Service Transfer who is not listed in the Contractor's Provisional Staff List and shall not without the prior written consent of the Authority (such consent not to be unreasonably withheld or delayed):
2.3.1 increase the total number of employees listed on the Contractor's Provisional Staff List save for fulfilling assignments and projects previously scheduled and agreed with the Authority;
2.3.2 make, propose or permit any changes to the terms and conditions of employment of any employees listed on the Contractor's Provisional Staff List;
2.3.3 increase the proportion of working time spent on the Services (or the relevant part) by any of the Contractor's Staff save for fulfilling assignments and projects previously scheduled and agreed with the Authority;
2.3.4 introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the Contractor's Provisional Staff List; and
2.3.5 replace any of the Contractor's Staff listed on the Contractor's Provisional Staff List or deploy any other person to perform the Services (or the relevant part) or increase the number of employees or terminate or give notice to terminate the employment or contracts of any persons on the Contractor's Provisional Staff List. The Contractor will promptly notify the Authority or, at the direction of the Authority, the Replacement Contractor of any notice to terminate employment received from any persons listed on the Contractor's Provisional Staff List regardless of when such notice takes effect.
2.4 At least 14 days before the expected Service Transfer Date, the Contractor shall provide to the Authority or any Replacement Contractor, in respect of each person (subject to compliance with Data Protection Legislation) on the Contractor's Final Staff List who is a Transferring Employee, their:
2.4.1 pay slip data for the most recent month;
2.4.2 cumulative pay for tax and pension purposes;
2.4.3 cumulative tax paid;
2.4.4 tax code;
2.4.5 voluntary deductions from pay; and
2.4.6 bank or building society account details for payroll purposes.
2.5 In connection with a Relevant Transfer, the parties agree that:
2.5.1 the The Contractor shall perform and discharge all its obligations in respect of all the Transferring Employees and their representatives for its own account up to and including the Service Transfer Date.
2.5.2 The Contractor shall indemnify the Authority and any Replacement Contractor in full for and against all claims costs, expenses or liabilities whatsoever and howsoever arising, incurred or suffered by the Authority or any Replacement Contractor including without limitation all legal expenses and other professional fees (together with any VAT thereon) in relation to:
2.5.2.1 the Contractor's failure to perform and discharge any such obligation;
2.5.2.2 any act or omission by the Contractor on or before the Service Transfer Date or any other matter, event or circumstance occurring before the Service Transfer Date;
2.5.2.3 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contributions and otherwise) payable in respect of any period on or before the Service Transfer Date;
2.5.2.4 any claim arising out of the provision of, or proposal by the Contractor to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or before the Service Transfer Date;
2.5.2.5 any claim made by or in respect of any person employed or formerly employed by the Contractor other than a Transferring Employee for which it is alleged the Authority or any Replacement Contractor may be liable by virtue of this Contract and/or the TUPE Regulations;
2.5.2.6 any act or omission of the Contractor in relation to its obligations under Regulation 11 of the TUPE Regulations, or in respect of an award of compensation under Regulation 12 of the TUPE Regulations except to the extent that the liability arises from the Authority or Replacement Contractor's failure to comply with Regulation 11 of the TUPE Regulations; and
2.5.2.7 any statement communicated to or action done by the Contractor or in respect of, any Transferring Employee on or before the Service Transfer Date regarding the Service Transfer which has not been agreed in advance with the Authority in writing.
2.6 The Contractor shall indemnify the Authority and any Replacement Contractor in respect of any claims arising from any act or omission of the Contractor in relation to any other Contractor's Staff who is not a Transferring Employee during any period whether before, on or after the Service Transfer Date.
2.7 The Authority shall indemnify the Contractor against all claims arising from the Authority's failure to perform and discharge any obligation and against any Claims in respect of any Transferring Employees arising from or as a result of:
2.7.1 any act or omission by the Authority relating to a Transferring Employee occurring on or after the Service Transfer Date; and
2.7.2 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contribution and otherwise) accrued and payable after the Service Transfer Date.
2.7.3 any claim arising out of the provision of, or proposal by the Authority to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or after the Service Transfer Date; and
2.7.4 any act or omission of the Authority in relation to its obligations under Regulation 11 of the TUPE Regulations.
2.8 The parties shall co-operate to ensure that any requirement to inform and consult with the employees and or employee representatives in relation to any Relevant Transfer will be fulfilled.
2.9 The parties agree that the Contracts (Rights of Third Parties) Xxx 0000 shall apply to paragraphs 2.4 to 2.8 (inclusive) to the extent necessary to ensure that any Replacement Contractor shall have the right to enforce the obligations owed to, and indemnities given to, the Replacement Contractor by the Contractor in its own right under section 1(1) of the Contracts (Rights of Third Parties) Xxx 0000.
2.10 If, in the event of a Service Transfer to which the TUPE Regulations do not apply the following provisions shall apply:
2.10.1 the Authority or the Replacement Contractor can, at its discretion, make an offer in writing to any of the employees listed on the Contractor's Provisional Staff List or any Contractor's Staff assigned to the Services, to employ that employee under a new contract of employment to take effect at the earliest reasonable opportunity;
2.10.2 when the offer has been made by the Authority or Replacement Contractor and accepted by any employee or worker, the Contractor shall permit the employee or worker to leave his or her employment, as soon as practicable depending on the business needs of the Contractor which could be without the employee or worker having worked his full notice period, if the employee so requests and where operational obligations allow;
2.10.3 if the employee does not accept an offer of employment made by the Authority or Replacement Contractor, the employee shall remain employed by the Contractor and all claims in relation to the employee shall remain with the Contractor; and
2.10.4 if the Authority or the Replacement Contractor does not make an offer to any employee on the Contractor's Provisional Staff List or any Contractor's Staff, then that employee and all claims in relation to that employee remains with the Contractor.
Appears in 1 contract
EMPLOYMENT EXIT PROVISIONS. 2.1 The Contractor agrees that3.1 This Agreement envisages that subsequent to the Service Transfer Date, subject to compliance with the Data Protection Legislation:
2.1.1 within 20 days identity of the earliest of:
(i) receipt of a notification from the Authority of a Service Transfer or intended Service Transfer; or
(ii) receipt provider of the giving Service (or any part of notice the Service) may change (whether as a result of early termination of this Contract Agreement or any part thereof; or
(iiiotherwise) the date which is 6 months before the expiry resulting in a transfer of the Initial Contract Period Service in whole or any renewal term, and, in any eventpart (Further Service Transfer). If a Further Service Transfer is a Relevant Transfer then the Client Authority or other provider of the Services (Replacement Service Provider) will inherit liabilities in respect of the Relevant Employees.
3.2 The Lead Authority shall on receiving notice of termination of this Agreement or otherwise, on receipt request from the Client Authority and at such times as required by TUPE, provide in respect of a written request any person engaged or employed by the Lead Authority in the provision of the Authority at any timeShared Services, it shall provide the Contractor's Lead Authority’s Provisional Staff List and the Staffing Information together with any additional information required by the Client Authority, including information as to the application of TUPE to the employees. The Lead Authority or, at shall notify the direction Client Authority of the Authority, any material changes to a Replacement Contractor this information as and it shall provide an updated Contractor's Provisional Staff List when reasonably requested by the Authority or, any Replacement Contractor;they occur.
2.1.2 at 3.3 At least 14 28 days prior to the Further Service Transfer Date, the Contractor Lead Authority shall prepare and provide to the Client Authority and/or, at the direction of the Client Authority, to the Replacement ContractorService Provider, the Contractor's Lead Authority’s Final Staff List, which shall be complete and accurate in all material respects. The Contractor's Lead Authority’s Final Staff List shall identify which of the Contractor's Staff its personnel named are Transferring Relevant Employees;.
2.1.3 the 3.4 The Client Authority shall be permitted to use and disclose the ContractorLead Authority's Provisional Staff List, the Contractor's Lead Authority’s Final Staff List and the Staffing Information for informing any Tenderer tenderer or other prospective Replacement Contractor Service Provider for any services which Shared Services that are substantially the same type of services as (or any part thereofof) as the Shared Services; and.
2.1.4 upon reasonable request by 3.5 The Lead Authority shall ensure at all times that it has the Authority right to provide these records under Data Protection Legislation.
3.6 In the Contractor shall provide the Authority or at the request six months prior to termination of the Authoritythis Agreement, the Replacement Contractor, with access (Lead Authority shall not materially increase or decrease the total number of staff listed on reasonable notice and during normal working hours) to such employment records (and provide copies) as the Authority reasonably requests.
2.2 The Contractor warrants that the Contractor's it’s Provisional Staff List, the Contractor's Final Staff List and the Staffing Information will be true and accurate their remuneration, or make any other change in all material respects.
2.3 From the date of the earliest event referred to in paragraph 2.1.1 of this Schedule 6, the Contractor agrees that it shall not without the prior written consent of the Authority, assign any person to the provision of the Services (or the relevant part) which is the subject of a Service Transfer who is not listed in the Contractor's Provisional Staff List and shall not without the prior written consent of the Authority (such consent not to be unreasonably withheld or delayed):
2.3.1 increase the total number of employees listed on the Contractor's Provisional Staff List save for fulfilling assignments and projects previously scheduled and agreed with the Authority;
2.3.2 make, propose or permit any changes to the terms and conditions of employment those employees without the Client Authority's prior written consent.
3.7 The Lead Authority shall indemnify and keep indemnified in full the Client Authority against all Employment Liabilities relating to:
(a) any person who is or has been employed or engaged by the Lead Authority in connection with the provision of any employees listed on the Contractor's Provisional Staff List;
2.3.3 increase the proportion of working time spent on the Services (or the relevant part) by any of the Contractor's Staff save for fulfilling assignments and projects previously scheduled and agreed with the Authority;Shared Services; or
2.3.4 introduce (b) any new contractual trade union or customary practice concerning the making staff association or employee representative (where such claim arises as a result of any lump sum payment on the termination of employment of any employees listed on the Contractor's Provisional Staff List; and
2.3.5 replace any of the Contractor's Staff listed on the Contractor's Provisional Staff List or deploy any other person to perform the Services (or the relevant part) or increase the number of employees or terminate or give notice to terminate the employment or contracts of any persons on the Contractor's Provisional Staff List. The Contractor will promptly notify the Authority oract, at the direction of the Authority, the Replacement Contractor of any notice to terminate employment received from any persons listed on the Contractor's Provisional Staff List regardless of when such notice takes effect.
2.4 At least 14 days before the expected Service Transfer Date, the Contractor shall provide to the Authority or any Replacement Contractor, in respect of each person (subject to compliance with Data Protection Legislation) on the Contractor's Final Staff List who is a Transferring Employee, their:
2.4.1 pay slip data for the most recent month;
2.4.2 cumulative pay for tax and pension purposes;
2.4.3 cumulative tax paid;
2.4.4 tax code;
2.4.5 voluntary deductions from pay; and
2.4.6 bank or building society account details for payroll purposes.
2.5 In connection with a Relevant Transfer, the parties agree that:
2.5.1 the Contractor shall perform and discharge all its obligations in respect of all the Transferring Employees and their representatives for its own account up to and including the Service Transfer Date.
2.5.2 The Contractor shall indemnify the Authority and any Replacement Contractor in full for and against all claims costs, expenses or liabilities whatsoever and howsoever arising, incurred or suffered by the Authority or any Replacement Contractor including without limitation all legal expenses and other professional fees (together with any VAT thereon) in relation to:
2.5.2.1 the Contractor's failure to perform and discharge any such obligation;
2.5.2.2 any act or omission by the Contractor on or before the Service Transfer Date or any other matter, event or circumstance occurring before the Service Transfer Date;
2.5.2.3 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contributions and otherwise) payable in respect of any period on or before the Service Transfer Date;
2.5.2.4 any claim arising out of the provision of, or proposal by the Contractor to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or before the Service Transfer Date;
2.5.2.5 any claim made by or in respect of any person employed or formerly employed by the Contractor other than a Transferring Employee for which it is alleged the Authority or any Replacement Contractor may be liable by virtue of this Contract and/or the TUPE Regulations;
2.5.2.6 any act fault or omission of the Contractor in relation Lead Authority), arising from or connected with any failure by the Lead Authority to its obligations comply with any legal obligation, whether under Regulation 11 regulation 13 or 14 of the TUPE Regulations, or in respect of an any award of compensation under Regulation 12 regulation 15 of TUPE, under the TUPE Regulations except to the extent that the liability Acquired Rights Directive or otherwise and, whether any such claim arises from the Authority or Replacement Contractor's failure to comply with Regulation 11 of the TUPE Regulations; and
2.5.2.7 any statement communicated to or action done by the Contractor or in respect of, any Transferring Employee on or has its origin before the Service Transfer Date regarding the Service Transfer which has not been agreed in advance with the Authority in writing.
2.6 The Contractor shall indemnify the Authority and any Replacement Contractor in respect of any claims arising from any act or omission of the Contractor in relation to any other Contractor's Staff who is not a Transferring Employee during any period whether before, on or after the Service Transfer Date.
2.7 3.8 The Authority shall indemnify the Contractor against all claims arising from the Authority's failure to perform and discharge any obligation and against any Claims in respect of any Transferring Employees arising from or as a result of:
2.7.1 any act or omission by the Authority relating to a Transferring Employee occurring on or after the Service Transfer Date; and
2.7.2 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contribution and otherwise) accrued and payable after the Service Transfer Date.
2.7.3 any claim arising out of the provision of, or proposal by the Authority to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or after the Service Transfer Date; and
2.7.4 any act or omission of the Authority in relation to its obligations under Regulation 11 of the TUPE Regulations.
2.8 The parties Authorities shall co-operate to ensure that any requirement to inform and consult with the employees and or employee representatives in relation to any Relevant Transfer as a consequence of a Service Transfer will be fulfilled.
2.9 3.9 The parties Authorities agree that the Contracts (Rights of Third Parties) Xxx 0000 shall apply to paragraphs 2.4 to 2.8 (inclusive) paragraph 3 to the extent necessary to ensure that any Replacement Contractor Service Provider shall have the right to enforce the obligations owed to, and indemnities given to, the Replacement Contractor Service Provider by the Contractor Lead Authority or the Client Authority in its own right under section 1(1) of the Contracts (Rights of Third Parties) Xxx 0000.
2.10 If3.10 Despite paragraph 3.9, in it is expressly agreed that the event Authorities may rescind or vary any terms of a Service Transfer this Schedule without the consent of any other person who has the right to which the TUPE Regulations do not apply the following provisions shall apply:
2.10.1 the Authority enforce its terms or the Replacement Contractor can, at its discretion, make an offer term in writing to any of the employees listed on the Contractorquestion despite that such rescission or variation may extinguish or alter that person's Provisional Staff List or any Contractor's Staff assigned to the Services, to employ entitlement under that employee under a new contract of employment to take effect at the earliest reasonable opportunity;
2.10.2 when the offer has been made by the Authority or Replacement Contractor and accepted by any employee or worker, the Contractor shall permit the employee or worker to leave his or her employment, as soon as practicable depending on the business needs of the Contractor which could be without the employee or worker having worked his full notice period, if the employee so requests and where operational obligations allow;
2.10.3 if the employee does not accept an offer of employment made by the Authority or Replacement Contractor, the employee shall remain employed by the Contractor and all claims in relation to the employee shall remain with the Contractor; and
2.10.4 if the Authority or the Replacement Contractor does not make an offer to any employee on the Contractor's Provisional Staff List or any Contractor's Staff, then that employee and all claims in relation to that employee remains with the Contractorright.
Appears in 1 contract
Samples: Shared Services Agreement
EMPLOYMENT EXIT PROVISIONS. 2.1 The Contractor agrees that3.1 This agreement envisages that subsequent to its commencement, subject to compliance with the Data Protection Legislation:
2.1.1 within 20 days identity of the earliest of:provider of the Services (or any part of the Services) may change (whether as a result of termination of this agreement or otherwise) resulting in a transfer of the Services in whole or in part to the Authority, a Replacement Service Provider or Replacement Service Providers (a “Subsequent Relevant Transfer”) with effect from the Subsequent Service Transfer Date. It is acknowledged that such a transfer may amount to a Relevant Transfer.
(i) receipt 3.2 The Service Provider shall and shall procure that any of a notification its sub-contractors shall on receiving notice of termination of this agreement or otherwise, on request from the Authority provide in respect of a any person engaged or employed by the Service Transfer Provider or intended Service Transfer; or
(ii) receipt any of its sub-contractors in the provision of the giving of notice of early termination of this Contract or any part thereof; or
(iii) Services, the date which is 6 months before the expiry of the Initial Contract Period or any renewal term, and, in any event, on receipt of a written request of the Authority at any time, it shall provide the ContractorService Provider's Provisional Staff List and the Staffing Information to together with any additional information required by the Authority. The Service Provider shall notify the Authority or, at the direction of the Authority, any material changes to a Replacement Contractor this information as and it shall provide an updated Contractor's Provisional Staff List when reasonably requested by the Authority or, any Replacement Contractor;they occur.
2.1.2 at 3.3 At least 14 days prior to the Subsequent Service Transfer Date, the Contractor Service Provider shall and shall procure that any of its sub-contractors shall prepare and provide to the Authority and/or, at the direction of the Authority, to the each and every Replacement ContractorService Provider, the ContractorService Provider's Final Staff List, which shall be complete and accurate in all material respects. The ContractorService Provider's Final Staff List shall identify which of the ContractorService Provider's Staff and any of its sub-contractor's personnel named are Subsequent Transferring Employees;.
2.1.3 the 3.4 The Authority shall be permitted to use and disclose the ContractorService Provider's Provisional Staff List, the ContractorService Provider's Final Staff List and the Staffing Information for informing any Tenderer tenderer or other prospective Replacement Contractor Service Provider for any services which that are substantially the same type of services (as the Services or any part thereof) as of the Services; and
2.1.4 upon reasonable request by the Authority the Contractor shall provide the Authority or at the request of the Authority, the Replacement Contractor, with access (on reasonable notice and during normal working hours) to such employment records (and provide copies) as the Authority reasonably requests.
2.2 3.5 The Contractor Service Provider warrants that the ContractorService Provider's Provisional Staff List, the ContractorService Provider's Final Staff List and the Staffing Information will be true and accurate in all material respects.
2.3 From the date of the earliest event referred to respects and that no persons are or will be wholly or mainly employed or engaged in paragraph 2.1.1 of this Schedule 6, the Contractor agrees that it shall not without the prior written consent of the Authority, assign any person to the provision of the Services (or other than those included on the relevant part) which is Service Provider's Final Staff List.
3.6 The Service Provider shall and shall procure that any of its sub-contractors shall ensure at all times that it has the subject of a right to provide the Service Transfer who is not listed in the ContractorProvider's Provisional Staff List, the Service Provider's Final Staff List and the Staffing Information under Data Protection Legislation.
3.7 In the six months prior to termination of this agreement, the Service Provider shall not not, and shall procure that any of its sub-contractors shall not, materially increase or decrease the total number of staff listed on the Service Provider's Provisional Staff List, their remuneration, or make any other change in the terms and conditions of those employees or dismiss any employees listed on the Service Provider’s Provisional Staff List or recruit any additional employees without the Authority's prior written consent of the Authority (such consent not to be unreasonably withheld or delayed):.
2.3.1 increase 3.8 The Service Provider shall indemnify and keep indemnified in full the total number of employees listed on the Contractor's Provisional Staff List save for fulfilling assignments Authority and projects previously scheduled and agreed with at the Authority;'s request each and every Replacement Service Provider against all Employment Liabilities arising out of or in connection with anything done or omitted to be done by the Service Provider and/or any sub contractor in relation to any Subsequent Transferring Employees’ employment (including any failure by the Service Provider to inform and consult for the purpose of TUPE) between the Service Transfer Date and the Subsequent Service Transfer Date.
2.3.2 make3.9 The Service Provider shall indemnify and keep indemnified in full the Authority and any and all Replacement Service Providers against all wages and other remuneration due to any Subsequent Transferring Employees and all other benefits, propose costs and expenses (including any accrued holiday entitlement) relating to the Subsequent Transferring Employees from their employment from the Service Transfer Date to the Subsequent Service Transfer Date and shall indemnify and keep indemnified the Authority and any and all Replacement Service Providers for any liability (including taxation) cost (including legal fees), claim or permit expense arising from their employment from the Service Transfer Date to the Subsequent Service Transfer Date.
3.10 The Authority shall indemnify and keep indemnified the Service Provider and its subcontractors against any Employment Liabilities arising out of any act, omission or default of the Authority or any Replacement Service Provider on or after the Subsequent Service Transfer Date (including any failure by the Authority or any Replacement Service Provider to inform and consult for the purpose of TUPE).
3.11 The Authority shall indemnify and keep indemnified the Service Provider and its subcontractors against any and all Employment Liabilities which the Service Provider and its subcontractors may have in connection with any actual, proposed or anticipated changes by the Authority or Replacement Service Provider or any of their sub contractors, to the terms and conditions of employment of any employees listed on the Contractor's Provisional Staff List;
2.3.3 increase the proportion of working time spent on the Services (or the relevant part) by any of the Contractor's Staff save for fulfilling assignments and projects previously scheduled and agreed with Subsequent Transferring Employees following the Authority;
2.3.4 introduce any new contractual Subsequent Service Transfer Date which is or customary practice concerning is alleged to be to the making of any lump sum payment on the termination of employment of any employees listed on the Contractor's Provisional Staff List; and
2.3.5 replace any detriment of the Contractor's Staff listed on Subsequent Transferring Employees.
3.12 The Authority shall indemnify and keep indemnified the Contractor's Provisional Staff List or deploy Service Provider and its subcontractors against any failure to meet all remuneration, benefits, entitlements and outgoings for the Subsequent Transferring Employees and any other person to perform the Services (or the relevant part) or increase the number of employees or terminate or give notice to terminate the employment or contracts of any persons on the Contractor's Provisional Staff List. The Contractor will promptly notify the Authority or, at the direction of the Authority, the Replacement Contractor of any notice to terminate employment received from any persons listed on the Contractor's Provisional Staff List regardless of when such notice takes effect.
2.4 At least 14 days before the expected Service Transfer Date, the Contractor shall provide to the Authority or any Replacement Contractor, in respect of each person (subject to compliance with Data Protection Legislation) on the Contractor's Final Staff List who is a Transferring Employee, their:
2.4.1 pay slip data for the most recent month;
2.4.2 cumulative pay for tax and pension purposes;
2.4.3 cumulative tax paid;
2.4.4 tax code;
2.4.5 voluntary deductions from pay; and
2.4.6 bank or building society account details for payroll purposes.
2.5 In connection with a Relevant Transfer, the parties agree that:
2.5.1 the Contractor shall perform and discharge all its obligations in respect of all the Transferring Employees and their representatives for its own account up to and including the Service Transfer Date.
2.5.2 The Contractor shall indemnify the Authority and any Replacement Contractor in full for and against all claims costs, expenses will be employed or liabilities whatsoever and howsoever arising, incurred or suffered engaged by the Authority or any Replacement Contractor Service Provider or any of its sub-contractors in connection with the provision of services which are the same or materially similar to the Services, including without limitation all legal expenses and other professional fees (together with any VAT thereon) in relation to:
2.5.2.1 the Contractor's failure to perform and discharge any such obligation;
2.5.2.2 any act or omission by the Contractor on or before the Service Transfer Date or any other matterlimitation, event or circumstance occurring before the Service Transfer Date;
2.5.2.3 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, holiday pay, bonuses, commissions, payments of PAYE, National Insurance national insurance contributions, pension contributions and otherwise) payable in respect of any period on or before otherwise from and including the Service Transfer Date;
2.5.2.4 any claim arising out of the provision of, or proposal by the Contractor to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or before the Service Transfer Date;
2.5.2.5 any claim made by or in respect of any person employed or formerly employed by the Contractor other than a Transferring Employee for which it is alleged the Authority or any Replacement Contractor may be liable by virtue of this Contract and/or the TUPE Regulations;
2.5.2.6 any act or omission of the Contractor in relation to its obligations under Regulation 11 of the TUPE Regulations, or in respect of an award of compensation under Regulation 12 of the TUPE Regulations except to the extent that the liability arises from the Authority or Replacement Contractor's failure to comply with Regulation 11 of the TUPE Regulations; and
2.5.2.7 any statement communicated to or action done by the Contractor or in respect of, any Transferring Employee on or before the Service Transfer Date regarding the Service Transfer which has not been agreed in advance with the Authority in writing.
2.6 The Contractor shall indemnify the Authority and any Replacement Contractor in respect of any claims arising from any act or omission of the Contractor in relation to any other Contractor's Staff who is not a Transferring Employee during any period whether before, on or after the Subsequent Service Transfer Date.
2.7 The Authority shall indemnify the Contractor against all claims arising from the Authority's failure to perform and discharge any obligation and against any Claims in respect of any Transferring Employees arising from or as a result of:
2.7.1 any act or omission by the Authority relating to a Transferring Employee occurring on or after the Service Transfer Date; and
2.7.2 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contribution and otherwise) accrued and payable after the Service Transfer Date.
2.7.3 any claim arising out of the provision of, or proposal by the Authority to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or after the Service Transfer Date; and
2.7.4 any act or omission of the Authority in relation to its obligations under Regulation 11 of the TUPE Regulations.
2.8 3.13 The parties shall co-operate to ensure that any requirement to inform and consult with the employees and or employee representatives in relation to any Relevant Transfer as a consequence of a Subsequent Relevant Transfer will be fulfilled.
2.9 The 3.14 In the event that there is no Subsequent Service Transfer Date and/or there is no Subsequent Relevant Transfer which amounts to a Relevant Transfer and the parties agree that the Contracts Services will cease on the termination of this agreement, the Service Provider agrees to use all reasonable endeavours to:
(a) redeploy any and all employees wholly or mainly assigned to the provision of the Services and;
(b) reduce the number of employees who will be wholly or mainly assigned to the Services immediately prior to the Subsequent Service Transfer Date.
3.15 The Service Provider agrees to provide such evidence of the process described in clause 3.14 as the Authority shall reasonably request from time to time within 14 days of a written request being made by the Authority for such information/documentation.
3.16 To the extent that any Transferring Employee or Retained Employee is made redundant by the Service Provider or its parent company, Greater London Enterprise Ltd, then provided that:
(a) the Service Provider or AS THE CASE MAY BE its parent company Greater London Enterprise Ltd complies with the procedural requirements detailed in clauses 3.14 to 3.16; and
(b) the Authority is satisfied that the Transferring Employee, or the Retained Employee (as the case may be) has been fairly dismissed by the Service Provider or its parent company Greater London Enterprise Ltd, by reason of redundancy pursuant to section 135 of the Employment Rights of Third Parties) Xxx 0000 shall apply (the Service Provider agrees to paragraphs 2.4 provide such evidence of dismissal and the process followed as the Authority may reasonably request in this regard); and
(c) such dismissal takes effect no sooner than one month prior to 2.8 (inclusive) or three months after the Termination Date the Authority agrees to reimburse the Service Provider for any Redundancy Payment that falls due and payable by the Service Provider or its parent company Greater London Enterprise Ltd to any Transferring Employee or Retained Employee to the extent necessary to ensure that any Replacement Contractor shall have such Redundancy Payment exceeds the right to enforce statutory minimum entitlement of each Transferring Employee or Retained Employee as calculated in accordance with the obligations owed to, and indemnities given to, the Replacement Contractor by the Contractor in its own right under section 1(1) of the Contracts (Employment Rights of Third Parties) Xxx 0000.
2.10 If3.17 For the purposes of clause 3.16 the Authority’s obligation to reimburse the Service Provider shall be limited only to payments arising in respect of those Transferring Employees, or Retained Employees listed in Part 3 of this Schedule 9 who are in the event of a Service Transfer to which the TUPE Regulations do not apply the following provisions shall apply:
2.10.1 the Authority or the Replacement Contractor can, at its discretion, make an offer in writing to any employment of the employees listed on the Contractor's Provisional Staff List Service Provider or any Contractor's Staff assigned to the Services, to employ that employee under a new contract of employment to take effect its parent company Greater London Enterprise Ltd at the earliest reasonable opportunity;
2.10.2 when time the offer has been made by the Authority or Replacement Contractor and accepted by any employee or worker, the Contractor shall permit the employee or worker obligation to leave his or her employment, as soon as practicable depending on the business needs of the Contractor which could be without the employee or worker having worked his full notice period, if the employee so requests and where operational obligations allow;
2.10.3 if the employee does not accept an offer of employment made by the Authority or Replacement Contractor, the employee shall remain employed by the Contractor and all claims in relation to the employee shall remain with the Contractor; and
2.10.4 if the Authority or the Replacement Contractor does not make an offer to any employee on the Contractor's Provisional Staff List or any Contractor's Staff, then that employee and all claims in relation to that employee remains with the Contractorreimburse occurs.
Appears in 1 contract
Samples: Contract for the Supply of International Trade Services
EMPLOYMENT EXIT PROVISIONS. 2.1 The Contractor agrees that12.1. This Agreement envisages that subsequent to its commencement, subject to compliance with the Data Protection Legislation:
2.1.1 within 20 days identity of the earliest of:
(i) receipt of a notification from the Authority of a Service Transfer or intended Service Transfer; or
(ii) receipt provider of the giving Services (or any part of notice the Services) may change (whether as a result of early termination of this Contract Agreement, or any part thereof; or
(iiior otherwise) the date which is 6 months before the expiry resulting in a transfer of the Initial Contract Period Services in whole or any renewal term, and, in any eventpart (’Subsequent Transfer"). If a Subsequent Transfer is a Relevant Transfer then the Council or Replacement Trust will inherit liabilities in respect of the Relevant Employees with effect from the relevant Service Transfer Date.
12.2. The Trust shall on receiving notice of termination of this Agreement or otherwise, on receipt request from the Council and at such times as required by TUPE, provide in respect of a written request any person engaged or employed by the Trust in the provision of the Authority at any timeServices, it shall provide the Contractor's Trust’s Provisional Staff List and the Staffing Information together with any additional information required by the Council, including information as to the Authority or, at application of TUPE to the direction employees. The Trust shall notify the Council of the Authority, any material changes to a Replacement Contractor this information as and it shall provide an updated Contractor's Provisional Staff List when reasonably requested by the Authority or, any Replacement Contractor;they occur.
2.1.2 at 12.3. At least 14 days prior to the Service Transfer Date, the Contractor Trust shall prepare and provide to the Authority Council and/or, at the direction of the AuthorityCouncil, to the Replacement ContractorTrust, the Contractor's Trust’s Final Staff List, which shall be complete and accurate in all material respects. The Contractor's Trust’s Final Staff List shall identify which of the Contractor's Staff Trust’s personnel named are Transferring Relevant Employees;.
2.1.3 the Authority 12.4. The Council shall be permitted to use and disclose the Contractor's Trust’s Provisional Staff List, the Contractor's Trust’s Final Staff List and the Staffing Information for informing any Tenderer tenderer or other prospective Replacement Contractor Trust for any services which that are substantially the same type of services as (or any part thereofof) as the Services; and
2.1.4 upon reasonable request by the Authority the Contractor shall provide the Authority or at the request of the Authority, the Replacement Contractor, with access (on reasonable notice and during normal working hours) to such employment records (and provide copies) as the Authority reasonably requests.
2.2 12.5. The Contractor Trust warrants that the Contractor's Trust’s Provisional Staff List, the Contractor's Trust’s Final Staff List and the Staffing Information (the TUPE Information) will be true and accurate in all material respects.
2.3 From the date of the earliest event referred to respects and that no persons are employed or engaged in paragraph 2.1.1 of this Schedule 6, the Contractor agrees that it shall not without the prior written consent of the Authority, assign any person to the provision of the Services (or other than those included on the relevant part) Trust’s Final Staff List .
12.6. The Trust shall and shall procure that any Sub-contractor shall ensure at all times that it has the right to provide the TUPE Information under Data Protection Legislation.
12.7. Any change to the TUPE Information which is would increase the subject total employment costs of a Service Transfer who is not listed the staff in the Contractor's Provisional Staff List and six months prior to termination of this Agreement shall not (so far as reasonably practicable) take place without the Council’s prior written consent consent, unless such changes are required by law. The Trust shall supply to the Council full particulars of such proposed changes and the Authority (such consent Council shall be afforded reasonable time to consider them.
12.8. In the six months prior to termination of this Agreement, the Trust shall not to be unreasonably withheld materially increase or delayed):
2.3.1 increase decrease the total number of employees staff listed on the Contractor's Trust’s Provisional Staff List save for fulfilling assignments and projects previously scheduled and agreed with the Authority;
2.3.2 makeList, propose their remuneration, or permit make any changes to other change in the terms and conditions of employment those employees without the Council’s prior written consent.
12.9. The Trust shall indemnify and keep indemnified in full the Council and at the Council’s request each and every Replacement Trust against all Employment Liabilities relating to:
13.9.1. any person who is or has been employed or engaged by the Trust or any Sub- Contractor in connection with the provision of any employees listed on the Contractor's Provisional Staff List;
2.3.3 increase the proportion of working time spent on the Services (or the relevant part) by any of the Contractor's Staff save for fulfilling assignments and projects previously scheduled and agreed with the Authority;Services; or
2.3.4 introduce 13.9.2. any new contractual trade union or customary practice concerning the making staff association or employee representative (where such claim arises as a result of any lump sum payment on the termination of employment of any employees listed on the Contractor's Provisional Staff List; and
2.3.5 replace any of the Contractor's Staff listed on the Contractor's Provisional Staff List or deploy any other person to perform the Services (or the relevant part) or increase the number of employees or terminate or give notice to terminate the employment or contracts of any persons on the Contractor's Provisional Staff List. The Contractor will promptly notify the Authority oract, at the direction of the Authority, the Replacement Contractor of any notice to terminate employment received from any persons listed on the Contractor's Provisional Staff List regardless of when such notice takes effect.
2.4 At least 14 days before the expected Service Transfer Date, the Contractor shall provide to the Authority or any Replacement Contractor, in respect of each person (subject to compliance with Data Protection Legislation) on the Contractor's Final Staff List who is a Transferring Employee, their:
2.4.1 pay slip data for the most recent month;
2.4.2 cumulative pay for tax and pension purposes;
2.4.3 cumulative tax paid;
2.4.4 tax code;
2.4.5 voluntary deductions from pay; and
2.4.6 bank or building society account details for payroll purposes.
2.5 In connection with a Relevant Transfer, the parties agree that:
2.5.1 the Contractor shall perform and discharge all its obligations in respect of all the Transferring Employees and their representatives for its own account up to and including the Service Transfer Date.
2.5.2 The Contractor shall indemnify the Authority and any Replacement Contractor in full for and against all claims costs, expenses or liabilities whatsoever and howsoever arising, incurred or suffered by the Authority or any Replacement Contractor including without limitation all legal expenses and other professional fees (together with any VAT thereon) in relation to:
2.5.2.1 the Contractor's failure to perform and discharge any such obligation;
2.5.2.2 any act or omission by the Contractor on or before the Service Transfer Date or any other matter, event or circumstance occurring before the Service Transfer Date;
2.5.2.3 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contributions and otherwise) payable in respect of any period on or before the Service Transfer Date;
2.5.2.4 any claim arising out of the provision of, or proposal by the Contractor to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or before the Service Transfer Date;
2.5.2.5 any claim made by or in respect of any person employed or formerly employed by the Contractor other than a Transferring Employee for which it is alleged the Authority or any Replacement Contractor may be liable by virtue of this Contract and/or the TUPE Regulations;
2.5.2.6 any act fault or omission of the Trust and/or any Sub-Contractor),
13.9.3. arising from or connected with any failure by the Trust and/or any Sub-Contractor in relation to its obligations comply with any legal obligation, (including but not limited to) whether under Regulation 11 regulation 13 or 14 of the TUPE Regulations, or in respect of an any award of compensation under Regulation 12 regulation 15 of TUPE, under the TUPE Regulations except to the extent that the liability Acquired Rights Directive or otherwise and, whether any such claim arises from the Authority or Replacement Contractor's failure to comply with Regulation 11 of the TUPE Regulations; and
2.5.2.7 any statement communicated to or action done by the Contractor or in respect of, any Transferring Employee on or has its origin before the Service Transfer Date regarding the Service Transfer which has not been agreed in advance with the Authority in writing.
2.6 The Contractor shall indemnify the Authority and any Replacement Contractor in respect of any claims arising from any act or omission of the Contractor in relation to any other Contractor's Staff who is not a Transferring Employee during any period whether before, on or after the Service Transfer Date.
2.7 The Authority shall indemnify the Contractor against all claims arising from the Authority's failure to perform and discharge any obligation and against any Claims in respect of any Transferring Employees arising from or as a result of:
2.7.1 any act or omission by the Authority relating to a Transferring Employee occurring on or after the Service Transfer Date; and
2.7.2 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contribution and otherwise) accrued and payable after the Service Transfer Date.
2.7.3 any claim arising out of the provision of, or proposal by the Authority to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or after the Service Transfer Date; and
2.7.4 any act or omission of the Authority in relation to its obligations under Regulation 11 of the TUPE Regulations.
2.8 12.10. The parties shall co-operate to ensure that any requirement to inform and consult with the employees and or employee representatives in relation to any Relevant Transfer as a consequence of a Subsequent Transfer will be fulfilled.
2.9 The parties agree that the Contracts (Rights of Third Parties) Xxx 0000 shall apply to paragraphs 2.4 to 2.8 (inclusive) to the extent necessary to ensure that any Replacement Contractor shall have the right to enforce the obligations owed to, and indemnities given to, the Replacement Contractor by the Contractor in its own right under section 1(1) of the Contracts (Rights of Third Parties) Xxx 0000.
2.10 If, in the event of a Service Transfer to which the TUPE Regulations do not apply the following provisions shall apply:
2.10.1 the Authority or the Replacement Contractor can, at its discretion, make an offer in writing to any of the employees listed on the Contractor's Provisional Staff List or any Contractor's Staff assigned to the Services, to employ that employee under a new contract of employment to take effect at the earliest reasonable opportunity;
2.10.2 when the offer has been made by the Authority or Replacement Contractor and accepted by any employee or worker, the Contractor shall permit the employee or worker to leave his or her employment, as soon as practicable depending on the business needs of the Contractor which could be without the employee or worker having worked his full notice period, if the employee so requests and where operational obligations allow;
2.10.3 if the employee does not accept an offer of employment made by the Authority or Replacement Contractor, the employee shall remain employed by the Contractor and all claims in relation to the employee shall remain with the Contractor; and
2.10.4 if the Authority or the Replacement Contractor does not make an offer to any employee on the Contractor's Provisional Staff List or any Contractor's Staff, then that employee and all claims in relation to that employee remains with the Contractor.
Appears in 1 contract
Samples: Services Agreement
EMPLOYMENT EXIT PROVISIONS. 2.1 3.1 If the Employment Regulations will apply on termination or expiry of this agreement or on termination in whole or part of any of the Services (a "Service Transfer"), then paragraphs 3.2 to 3.6 shall apply.
3.2 The Contractor Supplier agrees that, subject to compliance with the Data Protection Legislation:
2.1.1 (a) within 20 twenty days of the earliest of:
(i) receipt of a notification from notice of early termination of this agreement or of any of the Authority of a Service Transfer Services or intended Service Transferpart thereof; or
(ii) receipt of the giving of notice of early termination of this Contract or any part thereof; or
(iii) the date which is 6 three months before the expiry of the Initial Contract Period or any renewal term, and, in any event, on receipt of a written request of the Authority at any timeTerm, it shall provide to the Contractor's Customer the Provisional Staff List and such information about the Staffing Information to employees identified on that list as the Authority Customer may reasonably require for the purpose of a tender process for a Replacement Supplier or, at the direction of the AuthorityCustomer, to a Replacement Contractor Supplier and it shall provide an updated Contractor's the Customers with updates to the Provisional Staff List and that information when reasonably requested by the Authority or, any Replacement Contractor;Customer; and
2.1.2 (b) at least 14 twenty-eight days prior to before the Service Transfer Date, the Contractor it shall prepare and provide to the Authority Customer and/or, at the direction of the AuthorityCustomer, to the Replacement ContractorSupplier, the Contractor's Final Staff List, which shall be complete and accurate Employee Liability Information in all material respects. The Contractor's Final Staff List shall identify which respect of each of the Contractor's Staff named are Transferring Employees;individuals on the list.
2.1.3 3.3 In respect of each Service Transfer, from the Authority shall be permitted date that notice is given to use and disclose terminate this agreement or any of the Contractor's Provisional Staff ListServices or part thereof, or from the date which is three months before expiry of the Term (as applicable), the Contractor's Final Staff List and the Staffing Information for informing any Tenderer or other prospective Replacement Contractor for any services which are substantially the same type of services (or any part thereof) as the Services; and
2.1.4 upon reasonable request by the Authority the Contractor shall provide the Authority or at the request of the Authority, the Replacement Contractor, with access (on reasonable notice and during normal working hours) to such employment records (and provide copies) as the Authority reasonably requests.
2.2 The Contractor warrants that the Contractor's Provisional Staff List, the Contractor's Final Staff List and the Staffing Information will be true and accurate in all material respects.
2.3 From the date of the earliest event referred to in paragraph 2.1.1 of this Schedule 6, the Contractor Supplier agrees that it shall not without the prior written consent of the Authority, Customer (such consent not to be unreasonably withheld or delayed):
(a) assign any person to the provision of the Services (or the relevant part) which is the subject of a the Service Transfer who is not listed in the Contractor's its Provisional Staff List and shall not without such that they may become wholly or mainly assigned to the prior written consent of the Authority (such consent not to be unreasonably withheld or delayed):
2.3.1 increase the total number of employees listed on the Contractor's Provisional Staff List save for fulfilling assignments and projects previously scheduled and agreed with the AuthorityServices;
2.3.2 (b) make, propose or permit any changes to the terms and conditions of employment of any employees listed on the Contractor's its Provisional Staff List;
2.3.3 increase (c) redeploy anyone listed in the proportion of working time spent on the Services (or the relevant part) by any of the Contractor's Staff save for fulfilling assignments and projects previously scheduled and agreed with the Authority;
2.3.4 introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the Contractor's Provisional Staff List; and
2.3.5 replace any of the Contractor's Staff listed on the Contractor's Provisional Staff List such that they cease to be wholly or deploy any other person mainly assigned to perform the Services provision of the Services;
(or the relevant partd) or increase the number of employees or terminate or give notice to terminate the employment or contracts (other than for gross misconduct) of any persons on anyone listed in the Contractor's Provisional Staff List. The Contractor will promptly notify the Authority or, at the direction of the Authority, the Replacement Contractor of any notice to terminate employment received from any persons listed on the Contractor's Provisional Staff List regardless of when such notice takes effect.
2.4 At least 14 days before the expected Service Transfer Date, the Contractor shall provide to the Authority or any Replacement Contractor, in respect of each person (subject to compliance with Data Protection Legislation) on the Contractor's Final Staff List who is a Transferring Employee, their:
2.4.1 pay slip data for the most recent month;
2.4.2 cumulative pay for tax and pension purposes;
2.4.3 cumulative tax paid;
2.4.4 tax code;
2.4.5 voluntary deductions from pay; and
2.4.6 bank or building society account details for payroll purposes.
2.5 3.4 In connection with a Relevant TransferService Transfer which gives rise to a relevant transfer under the Employment Regulations, the parties agree that:
2.5.1 (a) the Contractor shall perform and discharge all its obligations in respect of all the Transferring Employees and their representatives for its own account up to and including the Service Transfer Date.
2.5.2 The Contractor Supplier shall indemnify the Authority and any Replacement Contractor Customer in full for and against all claims claims, costs, expenses or liabilities whatsoever and howsoever arising, arising incurred or suffered by the Authority Customer or any Replacement Contractor Supplier including without limitation all legal expenses and other professional fees (together with any VAT thereon) in relation to:
2.5.2.1 (i) the Contractor's failure to perform and discharge any such obligation;
2.5.2.2 any act or omission by the Contractor termination of employment on or before the Service Transfer Date of any of the employees listed in the Final Staff List;
(ii) anything done or any other matter, event omitted to be done by the Supplier or circumstance occurring a Supplier sub-contractor on or before the Service Transfer Date;
2.5.2.3 all and any claims Date in respect of any of the Transferring Employees which is deemed to have been done or omitted to be done by the Customer or a Replacement Supplier by virtue of the application of the Employment Regulations on the Service Transfer Date; and
(iii) any assertion or claim by or on behalf of any person other than a Transferring Employee that they have become employed by (or a liability in connection with their employment has transferred to) the Customer or a Replacement Supplier as a result of the application of the Employment Regulations on a Service Transfer Date; provided that such costs, expenses and liabilities do not arise as a result of any act or omission of the Customer or a Replacement Supplier.
3.5 Subject to paragraphs 2.4 and 2.5, all emoluments and outgoings in relation to the Transferring Employees (including without limitation all salary, wages, bonuses, PAYE, National Insurance contributions, pension contributions and otherwisecontributions to retirement benefit schemes) payable in respect of any relating to the Transferring Employees shall be borne by the Supplier to the extent that they relate to the period up to but not including the Service Transfer Date and by the Customer to the extent that they relate to the period on or before and after the Service Transfer Date;
2.5.2.4 any claim arising out . However, there shall be no apportionment between the parties of the provision of, accrued untaken holiday or proposal by the Contractor to offer any change to any benefit, term or condition or working condition holiday taken in excess of any Transferring Employee arising on or before the Service Transfer Date;
2.5.2.5 any claim made by or in respect of any person employed or formerly employed by the Contractor other than a Transferring Employee for which it is alleged the Authority or any Replacement Contractor may be liable by virtue of this Contract and/or the TUPE Regulations;
2.5.2.6 any act or omission of the Contractor in relation to its obligations under Regulation 11 of the TUPE Regulations, or in respect of an award of compensation under Regulation 12 of the TUPE Regulations except to the extent that the liability arises from the Authority or Replacement Contractor's failure to comply with Regulation 11 of the TUPE Regulations; and
2.5.2.7 any statement communicated to or action done by the Contractor or in respect of, any Transferring Employee on or before the Service Transfer Date regarding the Service Transfer which has not been agreed in advance with the Authority in writing.
2.6 The Contractor shall indemnify the Authority and any Replacement Contractor in respect of any claims arising from any act or omission of the Contractor in relation to any other Contractor's Staff who is not a Transferring Employee during any period whether before, on or after accrued as at the Service Transfer Date.
2.7 The Authority shall indemnify the Contractor against all claims arising from the Authority's failure to perform and discharge any obligation and against any Claims in respect of any Transferring Employees arising from or as a result of:
2.7.1 any act or omission by the Authority relating to a Transferring Employee occurring on or after the Service Transfer Date; and
2.7.2 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contribution and otherwise) accrued and payable after the Service Transfer Date.
2.7.3 any claim arising out of the provision of, or proposal by the Authority to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or after the Service Transfer Date; and
2.7.4 any act or omission of the Authority in relation to its obligations under Regulation 11 of the TUPE Regulations.
2.8 3.6 The parties shall co-operate to ensure that any requirement comply with their respective obligations to inform and consult with the employees and or employee representatives under the Employment Regulations in relation to any Relevant Transfer will be fulfilled.
2.9 The parties agree that the Contracts (Rights of Third Parties) Xxx 0000 shall apply to paragraphs 2.4 to 2.8 (inclusive) to the extent necessary to ensure that any Replacement Contractor shall have the right to enforce the obligations owed to, and indemnities given to, the Replacement Contractor by the Contractor in its own right under section 1(1) of the Contracts (Rights of Third Parties) Xxx 0000.
2.10 If, in the event of connection with a Service Transfer to which the TUPE Regulations do not apply the following provisions shall apply:
2.10.1 the Authority or the Replacement Contractor can, at its discretion, make an offer in writing to any of the employees listed on the Contractor's Provisional Staff List or any Contractor's Staff assigned to the Services, to employ that employee under a new contract of employment to take effect at the earliest reasonable opportunity;
2.10.2 when the offer has been made by the Authority or Replacement Contractor and accepted by any employee or worker, the Contractor shall permit the employee or worker to leave his or her employment, as soon as practicable depending on the business needs of the Contractor which could be without the employee or worker having worked his full notice period, if the employee so requests and where operational obligations allow;
2.10.3 if the employee does not accept an offer of employment made by the Authority or Replacement Contractor, the employee shall remain employed by the Contractor and all claims in relation to the employee shall remain with the Contractor; and
2.10.4 if the Authority or the Replacement Contractor does not make an offer to any employee on the Contractor's Provisional Staff List or any Contractor's Staff, then that employee and all claims in relation to that employee remains with the ContractorTransfer.
Appears in 1 contract
Samples: Terms and Conditions
EMPLOYMENT EXIT PROVISIONS. 2.1 22.1 In the event of a Relevant Transfer the Authority or Replacement Provider will inherit liabilities in respect of the Relevant Employees with effect from the relevant Service Transfer Date and the Provider indemnifies and keeps the Authority indemnified against any Employment Liabilities and costs incurred in respect of the Relevant Employees prior to the Service Transfer Date.
22.2 The Provider shall and shall procure that any Sub-Contractor agrees thatshall, subject to compliance with the Data Protection Legislation:
2.1.1 within 20 14 days of the earliest of:
(i) receipt of a notification from the Authority of a Service Transfer or intended Service Transfer; or
(ii) receipt of the giving of notice of early termination of this Contract or any part thereof; or
(iii) the date which is 6 months before the expiry of the Initial Contract Period or any renewal term, and, in any event, on receipt of a written request from the Authority (or otherwise required by TUPE): (b) of termination of the Authority at Agreement provide in respect of any timeperson engaged or employed by the Provider or any Sub- contractor in the provision of the Services, it shall provide the Contractor's Provider’s Provisional Staff List and the Staffing Information to the Authority or, at the direction of together with any other information required by the Authority, including information as to a Replacement Contractor and it the application of TUPE to the Staff. The Provider shall provide an updated Contractor's Provisional Staff List when reasonably requested by notify the Authority or, of any Replacement Contractor;material changes to this information as and when they occur.
2.1.2 at 22.3 At least 14 28 days prior to the Service Transfer Date, the Contractor Provider shall prepare and provide supply to the Authority and/or, at the direction of the Authority, or at the Authority’s direction to the Replacement ContractorProvider, the Contractor's Provider’s Final Staff List, which shall be complete and accurate in all material respects. The Contractor's Provider’s Final Staff List shall identify which of the Provider’s and the Sub-Contractor's ’s Staff named are Transferring Relevant Employees;.
2.1.3 the 22.4 The Authority shall be permitted to use and disclose the Contractor's Provider’s Provisional Staff List, the Contractor's Provider’s Final Staff List and the Staffing Information for informing any Tenderer tenderer or other prospective Replacement Contractor Provider for any services which that are substantially the same type of services as the Services (or any part thereof) as of the Services; and).
2.1.4 upon reasonable request by 22.5 The Provider warrants to the Authority the Contractor shall provide the Authority or at the request of the Authority, and the Replacement Contractor, with access (on reasonable notice and during normal working hours) to such employment records (and provide copies) as the Authority reasonably requests.
2.2 The Contractor warrants Provider that the Contractor's Provider’s Provisional Staff List, the Contractor's Provider’s Final Staff List and the Staffing Staffing
22.6 The Provider shall and shall procure that any Sub-Contractor shall ensure at all times that it has the right to provide the TUPE Information will be true and accurate in all material respectsunder the Data Protection Legislation.
2.3 From 22.7 The Authority regards compliance with this clause 22 as fundamental to the date Agreement. In particular, failure to comply with clause 22.2 in respect of the earliest event referred to in paragraph 2.1.1 of this Schedule 6, the Contractor agrees that it shall not without the prior written consent of the Authority, assign any person to the provision of accurate information about the Relevant Employees shall entitle the Authority to suspend payment of the Care Fees until such information is provided, or indefinitely. The maximum sum that may be retained under this clause 22.7 shall not exceed an amount equivalent to the Care Fees that would be payable in the three month period following the Provider's failure to comply with clause 22.2.
22.8 Any change to the TUPE Information which would increase the total employment costs of those of the Provider’s Staff delivering the Services (or the relevant any part) which is the subject of a Service Transfer who is not listed in the Contractorsix months prior to the expiry of the Agreement Period or during any termination notice period shall not (so far as reasonably practicable) take place without the Authority's Provisional Staff List prior written consent, unless such changes are required by law. The Provider shall supply to the Authority full particulars of such proposed changes and the Authority shall be afforded reasonable time to consider them.
22.9 In the six months prior to expiry of the Agreement Period or during any termination notice period, the Provider shall not and shall procure that any Sub-Contractor shall not without the prior written consent of the Authority (such consent not to be unreasonably withheld materially increase or delayed):
2.3.1 increase decrease the total number of employees listed on those of the Contractor's Provisional Provider’s Staff List save for fulfilling assignments and projects previously scheduled and agreed with delivering the Authority;
2.3.2 makeServices (or any part), propose their remuneration, or permit make any changes to other change in the terms and conditions of employment of any those employees listed on the Contractor's Provisional Staff List;
2.3.3 increase the proportion of working time spent on the Services (or the relevant part) by any of the Contractor's Staff save for fulfilling assignments and projects previously scheduled and agreed with without the Authority;
2.3.4 introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the Contractor's Provisional Staff List; and
2.3.5 replace any of the Contractor's Staff listed on the Contractor's Provisional Staff List or deploy any other person to perform the Services (or the relevant part) or increase the number of employees or terminate or give notice to terminate the employment or contracts of any persons on the Contractor's Provisional Staff List. The Contractor will promptly notify the Authority or, at the direction of the Authority, the Replacement Contractor of any notice to terminate employment received from any persons listed on the Contractor's Provisional Staff List regardless of when such notice takes effectprior written consent.
2.4 At least 14 days before the expected Service Transfer Date, the Contractor shall provide to the Authority or any Replacement Contractor, in respect of each person (subject to compliance with Data Protection Legislation) on the Contractor's Final Staff List who is a Transferring Employee, their:
2.4.1 pay slip data for the most recent month;
2.4.2 cumulative pay for tax and pension purposes;
2.4.3 cumulative tax paid;
2.4.4 tax code;
2.4.5 voluntary deductions from pay; and
2.4.6 bank or building society account details for payroll purposes.
2.5 In connection with a Relevant Transfer, the parties agree that:
2.5.1 the Contractor shall perform and discharge all its obligations in respect of all the Transferring Employees and their representatives for its own account up to and including the Service Transfer Date.
2.5.2 22.10 The Contractor Provider shall indemnify and keep indemnified in full the Authority and any every Replacement Contractor in full for and Provider against all claims costs, expenses or liabilities whatsoever and howsoever arising, incurred or suffered by the Authority or any Replacement Contractor including without limitation all legal expenses and other professional fees (together with any VAT thereon) in relation Employment Liabilities relating to:
2.5.2.1 the Contractor's failure to perform and discharge any such obligation;
2.5.2.2 any act or omission by the Contractor on or before the Service Transfer Date or any other matter, event or circumstance occurring before the Service Transfer Date;
2.5.2.3 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contributions and otherwise) payable in respect of any period on or before the Service Transfer Date;
2.5.2.4 any claim arising out of the provision of, or proposal by the Contractor to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or before the Service Transfer Date;
2.5.2.5 any claim made by or in respect of any person employed or formerly employed by the Contractor other than a Transferring Employee for which it is alleged the Authority or any Replacement Contractor may be liable by virtue of this Contract and/or the TUPE Regulations;
2.5.2.6 any act or omission of the Contractor in relation to its obligations under Regulation 11 of the TUPE Regulations, or in respect of an award of compensation under Regulation 12 of the TUPE Regulations except to the extent that the liability arises from the Authority or Replacement Contractor's failure to comply with Regulation 11 of the TUPE Regulations; and
2.5.2.7 any statement communicated to or action done by the Contractor or in respect of, any Transferring Employee on or before the Service Transfer Date regarding the Service Transfer which has not been agreed in advance with the Authority in writing.
2.6 The Contractor shall indemnify the Authority and any Replacement Contractor in respect of any claims arising from any act or omission of the Contractor in relation to any other Contractor's Staff who is not a Transferring Employee during any period whether before, on or after the Service Transfer Date.
2.7 The Authority shall indemnify the Contractor against all claims arising from the Authority's failure to perform and discharge any obligation and against any Claims in respect of any Transferring Employees arising from or as a result of:
2.7.1 any act or omission by the Authority relating to a Transferring Employee occurring on or after the Service Transfer Date; and
2.7.2 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contribution and otherwise) accrued and payable after the Service Transfer Date.
2.7.3 any claim arising out of the provision of, or proposal by the Authority to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or after the Service Transfer Date; and
2.7.4 any act or omission of the Authority in relation to its obligations under Regulation 11 of the TUPE Regulations.
2.8 The parties shall co-operate to ensure that any requirement to inform and consult with the employees and or employee representatives in relation to any Relevant Transfer will be fulfilled.
2.9 The parties agree that the Contracts (Rights of Third Parties) Xxx 0000 shall apply to paragraphs 2.4 to 2.8 (inclusive) to the extent necessary to ensure that any Replacement Contractor shall have the right to enforce the obligations owed to, and indemnities given to, the Replacement Contractor by the Contractor in its own right under section 1(1) of the Contracts (Rights of Third Parties) Xxx 0000.
2.10 If, in the event of a Service Transfer to which the TUPE Regulations do not apply the following provisions shall apply:
2.10.1 the Authority or the Replacement Contractor can, at its discretion, make an offer in writing to any of the employees listed on the Contractor's Provisional Staff List or any Contractor's Staff assigned to the Services, to employ that employee under a new contract of employment to take effect at the earliest reasonable opportunity;
2.10.2 when the offer has been made by the Authority or Replacement Contractor and accepted by any employee or worker, the Contractor shall permit the employee or worker to leave his or her employment, as soon as practicable depending on the business needs of the Contractor which could be without the employee or worker having worked his full notice period, if the employee so requests and where operational obligations allow;
2.10.3 if the employee does not accept an offer of employment made by the Authority or Replacement Contractor, the employee shall remain employed by the Contractor and all claims in relation to the employee shall remain with the Contractor; and
2.10.4 if the Authority or the Replacement Contractor does not make an offer to any employee on the Contractor's Provisional Staff List or any Contractor's Staff, then that employee and all claims in relation to that employee remains with the Contractor.
Appears in 1 contract
Samples: Framework Agreement
EMPLOYMENT EXIT PROVISIONS. 2.1 21.1 This Agreement envisages that subsequent to the commencement of this Agreement, the identity of the provider of the Services (or any part of the Services) may change (whether as a result of termination of this Agreement, or part, or otherwise) resulting in a transfer of the Services in whole or in part (Service Transfer). If a Service Transfer is a Relevant Transfer then, in such event, the Customer or a Replacement Supplier would inherit liabilities in respect of the Transferring Supplier Employees.
21.2 The Contractor Supplier agrees that, subject to compliance with the Data Protection Legislation:
2.1.1 21.2.1 within 20 days of the earliest of:
(ia) receipt of a notification from the Authority Customer of a Service Transfer or intended Service Transfer; or
(iib) receipt of the giving of notice of early termination of this Contract Agreement or any part thereof; or
(iiic) the date which is 6 12 months before the expiry of the Initial Contract Period Term or any renewal term, and, in any event, on receipt of a written request of the Authority Customer at any time, it shall provide the Contractor's Supplier’s Provisional Staff List and the Staffing Information to the Authority Customer or, at the direction of the AuthorityCustomer, to a Replacement Contractor Supplier and it shall provide an updated Contractor's Supplier’s Provisional Staff List when reasonably requested by the Authority or, Customer or any Replacement ContractorSupplier;
2.1.2 21.2.2 at least 14 28 days prior to before the Service Transfer Date, the Contractor Supplier shall prepare and provide to the Authority Customer and/or, at the direction of the AuthorityCustomer, to the Replacement ContractorSupplier, the Contractor's Supplier’s Final Staff List, which shall be complete and accurate in all material respects. The Contractor's Supplier’s Final Staff List shall identify which of the Contractor's Staff named Supplier’s personnel are Transferring Supplier Employees;
2.1.3 21.2.3 the Authority Customer shall be permitted to use and disclose the Contractor's Supplier’s Provisional Staff List, the Contractor's Supplier’s Final Staff List and the Staffing Information for informing any Tenderer tenderer or other prospective Replacement Contractor Supplier for any services which are substantially the same type of services (or any part thereof) as the Services; and
2.1.4 upon 21.2.4 on reasonable request by the Authority Customer the Contractor Supplier shall provide the Authority Customer or at the request of the AuthorityCustomer, the Replacement ContractorSupplier, with access (on reasonable notice and during normal working hours) to such employment records (and provide copies) as the Authority Customer reasonably requests.
2.2 The Contractor warrants that the Contractor's Provisional Staff List, the Contractor's Final Staff List and the Staffing Information will be true and accurate in all material respects.
2.3 21.3 From the date of the earliest event referred to in paragraph 2.1.1 of this Schedule 6clause 21.2, the Contractor Supplier agrees that it shall not without the prior written consent of the AuthorityCustomer, assign any person to the provision of the Services (or the relevant part) which is the subject of a Service Transfer who is not listed in the Contractor's Supplier’s Provisional Staff List and shall not without the prior written consent of the Authority Customer (such consent not to be unreasonably withheld or delayed):
2.3.1 21.3.1 increase the total number of employees listed on the Contractor's Supplier’s Provisional Staff List save for fulfilling assignments and projects previously scheduled and agreed with the AuthorityCustomer;
2.3.2 21.3.2 make, propose or permit any changes to the terms and conditions of employment of any employees listed on the Contractor's Supplier’s Provisional Staff List;
2.3.3 21.3.3 increase the proportion of working time spent on the Services (or the relevant part) by any of the Contractor's Staff Supplier’s personnel save for fulfilling assignments and projects previously scheduled and agreed with the AuthorityCustomer;
2.3.4 21.3.4 introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the Contractor's Supplier’s Provisional Staff List; and
2.3.5 21.3.5 replace any of the Contractor's Staff Supplier’s personnel listed on the Contractor's Supplier’s Provisional Staff List or deploy any other person to perform the Services (or the relevant part) or increase the number of employees or terminate or give notice to terminate the employment or contracts of any persons on the Contractor's Supplier’s Provisional Staff List. .
21.4 The Contractor Supplier will promptly notify the Authority Customer or, at the direction of the AuthorityCustomer, the Replacement Contractor Supplier of any notice to terminate employment received from any persons listed on the Contractor's Supplier’s Provisional Staff List regardless of when such notice takes effect.
2.4 21.5 At least 14 28 days before the expected Service Transfer Date, the Contractor Supplier shall provide to the Authority Customer or any Replacement ContractorSupplier, in respect of each person (subject to compliance with Data Protection Legislation) on the Contractor's Supplier’s Final Staff List who is a Transferring Supplier Employee, their:
2.4.1 21.5.1 pay slip data for the most recent month;
2.4.2 21.5.2 cumulative pay for tax and pension purposes;
2.4.3 21.5.3 cumulative tax paid;
2.4.4 21.5.4 tax code;
2.4.5 21.5.5 voluntary deductions from pay; and
2.4.6 bank or building society account details for payroll purposes.
2.5 In connection with a Relevant Transfer, the parties agree that:
2.5.1 the Contractor shall perform and discharge all its obligations in respect of all the Transferring Employees and their representatives for its own account up to and including the Service Transfer Date.
2.5.2 The Contractor shall indemnify the Authority and any Replacement Contractor in full for and against all claims costs, expenses or liabilities whatsoever and howsoever arising, incurred or suffered by the Authority or any Replacement Contractor including without limitation all legal expenses and other professional fees (together with any VAT thereon) in relation to:
2.5.2.1 the Contractor's failure to perform and discharge any such obligation;
2.5.2.2 any act or omission by the Contractor on or before the Service Transfer Date or any other matter, event or circumstance occurring before the Service Transfer Date;
2.5.2.3 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contributions and otherwise) payable in respect of any period on or before the Service Transfer Date;
2.5.2.4 any claim arising out of the provision of, or proposal by the Contractor to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or before the Service Transfer Date;
2.5.2.5 any claim made by or in respect of any person employed or formerly employed by the Contractor other than a Transferring Employee for which it is alleged the Authority or any Replacement Contractor may be liable by virtue of this Contract and/or the TUPE Regulations;
2.5.2.6 any act or omission of the Contractor in relation to its obligations under Regulation 11 of the TUPE Regulations, or in respect of an award of compensation under Regulation 12 of the TUPE Regulations except to the extent that the liability arises from the Authority or Replacement Contractor's failure to comply with Regulation 11 of the TUPE Regulations; and
2.5.2.7 any statement communicated to or action done by the Contractor or in respect of, any Transferring Employee on or before the Service Transfer Date regarding the Service Transfer which has not been agreed in advance with the Authority in writing.
2.6 The Contractor shall indemnify the Authority and any Replacement Contractor in respect of any claims arising from any act or omission of the Contractor in relation to any other Contractor's Staff who is not a Transferring Employee during any period whether before, on or after the Service Transfer Date.
2.7 The Authority shall indemnify the Contractor against all claims arising from the Authority's failure to perform and discharge any obligation and against any Claims in respect of any Transferring Employees arising from or as a result of:
2.7.1 any act or omission by the Authority relating to a Transferring Employee occurring on or after the Service Transfer Date; and
2.7.2 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contribution and otherwise) accrued and payable after the Service Transfer Date.
2.7.3 any claim arising out of the provision of, or proposal by the Authority to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or after the Service Transfer Date; and
2.7.4 any act or omission of the Authority in relation to its obligations under Regulation 11 of the TUPE Regulations.
2.8 The parties shall co-operate to ensure that any requirement to inform and consult with the employees and or employee representatives in relation to any Relevant Transfer will be fulfilled.
2.9 The parties agree that the Contracts (Rights of Third Parties) Xxx 0000 shall apply to paragraphs 2.4 to 2.8 (inclusive) to the extent necessary to ensure that any Replacement Contractor shall have the right to enforce the obligations owed to, and indemnities given to, the Replacement Contractor by the Contractor in its own right under section 1(1) of the Contracts (Rights of Third Parties) Xxx 0000.
2.10 If, in the event of a Service Transfer to which the TUPE Regulations do not apply the following provisions shall apply:
2.10.1 the Authority or the Replacement Contractor can, at its discretion, make an offer in writing to any of the employees listed on the Contractor's Provisional Staff List or any Contractor's Staff assigned to the Services, to employ that employee under a new contract of employment to take effect at the earliest reasonable opportunity;
2.10.2 when the offer has been made by the Authority or Replacement Contractor and accepted by any employee or worker, the Contractor shall permit the employee or worker to leave his or her employment, as soon as practicable depending on the business needs of the Contractor which could be without the employee or worker having worked his full notice period, if the employee so requests and where operational obligations allow;
2.10.3 if the employee does not accept an offer of employment made by the Authority or Replacement Contractor, the employee shall remain employed by the Contractor and all claims in relation to the employee shall remain with the Contractor; and
2.10.4 if the Authority or the Replacement Contractor does not make an offer to any employee on the Contractor's Provisional Staff List or any Contractor's Staff, then that employee and all claims in relation to that employee remains with the Contractor.
Appears in 1 contract
Samples: Master Agreement
EMPLOYMENT EXIT PROVISIONS. 2.1 22.1 In the event of a Relevant Transfer the School or Replacement Provider will inherit liabilities in respect of the Relevant Employees with effect from the relevant Service Transfer Date and the Provider indemnifies and keeps the School indemnified against any Employment Liabilities and costs incurred in respect of the Relevant Employees prior to the Service Transfer Date.
22.2 The Provider shall and shall procure that any Sub-Contractor agrees thatshall, subject to compliance with the Data Protection Legislation:
2.1.1 within 20 14 days of the earliest of:
(i) receipt of a notification from the Authority of a Service Transfer or intended Service Transfer; or
(ii) receipt of the giving of notice of early termination of this Contract or any part thereof; or
(iii) the date which is 6 months before the expiry of the Initial Contract Period or any renewal term, and, in any event, on receipt of a written request from the School (or otherwise required by TUPE):
(a) that the School intends to either re-tender the Services or deliver the Services itself following expiry of the Authority at Agreement Period (or earlier termination) (b) of termination of the Agreement provide in respect of any timeperson engaged or employed by the Provider or any Sub- contractor in the provision of the Services, it shall provide the Contractor's Provider’s Provisional Staff List and the Staffing Information together with any other information required by the School, including information as to the Authority or, at application of TUPE to the direction Staff. The Provider shall notify the School of the Authority, any material changes to a Replacement Contractor this information as and it shall provide an updated Contractor's Provisional Staff List when reasonably requested by the Authority or, any Replacement Contractor;they occur.
2.1.2 at 22.3 At least 14 28 days prior to the Service Transfer Date, the Contractor Provider shall prepare and provide supply to the Authority and/orSchool, or at the School’s direction of the Authority, to the Replacement ContractorProvider, the Contractor's Provider’s Final Staff List, which shall be complete and accurate in all material respects. The Contractor's Provider’s Final Staff List shall identify which of the Provider’s and the Sub-Contractor's ’s Staff named are Transferring Relevant Employees;.
2.1.3 the Authority 22.4 The School shall be permitted to use and disclose the Contractor's Provider’s Provisional Staff List, the Contractor's Provider’s Final Staff List and the Staffing Information for informing any Tenderer tenderer or other prospective Replacement Contractor Provider for any services which that are substantially the same type of services as the Services (or any part thereof) as of the Services; and).
2.1.4 upon reasonable request by 22.5 The Provider warrants to the Authority the Contractor shall provide the Authority or at the request of the Authority, School and the Replacement Contractor, with access (on reasonable notice and during normal working hours) to such employment records (and provide copies) as the Authority reasonably requests.
2.2 The Contractor warrants Provider that the Contractor's Provider’s Provisional Staff List, the Contractor's Provider’s Final Staff List and the Staffing Information (the “TUPE Information”) will be true and accurate in all material respects.
2.3 From the date of the earliest event referred to respects and that no persons are employed or engaged in paragraph 2.1.1 of this Schedule 6, the Contractor agrees that it shall not without the prior written consent of the Authority, assign any person to the provision of the Services other than those included on the Provider’s Final Staff List.
22.6 The Provider shall and shall procure that any Sub-Contractor shall ensure at all times that it has the right to provide the TUPE Information under the Data Protection Legislation.
22.7 The School regards compliance with this clause 22 as fundamental to the Agreement. In particular, failure to comply with clause 22.2 in respect of the provision of accurate information about the Relevant Employees shall entitle the School to suspend payment of the Fees until such information is provided, or indefinitely. The maximum sum that may be retained under this clause 22.7 shall not exceed an amount equivalent to the Fees that would be payable in the three month period following the Provider's failure to comply with clause 22.2.
22.8 Any change to the TUPE Information which would increase the total employment costs of those of the Provider’s Staff delivering the Services (or the relevant any part) which is the subject of a Service Transfer who is not listed in the Contractorsix months prior to the expiry of the Agreement Period or during any termination notice period shall not (so far as reasonably practicable) take place without the School's Provisional Staff List prior written consent, unless such changes are required by law. The Provider shall supply to the School full particulars of such proposed changes and the School shall be afforded reasonable time to consider them.
22.9 In the six months prior to expiry of the Agreement Period or during any termination notice period, the Provider shall not and shall procure that any Sub-Contractor shall not without the prior written consent of the Authority (such consent not to be unreasonably withheld materially increase or delayed):
2.3.1 increase decrease the total number of employees listed on those of the Contractor's Provisional Provider’s Staff List save for fulfilling assignments and projects previously scheduled and agreed with delivering the Authority;
2.3.2 makeServices (or any part), propose their remuneration, or permit make any changes to other change in the terms and conditions of employment those employees without the School's prior written consent.
22.10 The Provider shall indemnify and keep indemnified in full the School and every Replacement Provider against all Employment Liabilities relating to:
(a) Any person who is or has been employed or engaged by the Provider or any Sub-contractor in connection with the provision of any employees listed on the Contractor's Provisional Staff List;
2.3.3 increase the proportion of working time spent on the Services (or the relevant part) by any of the Contractor's Staff save for fulfilling assignments and projects previously scheduled and agreed with the AuthorityServices;
2.3.4 introduce (b) Any trade union or staff association or employee representative arising from or connected with any new contractual failure by the Provider and/or any Sub-Contractor to comply with any legal obligation, whether under regulation 13 or customary practice concerning the making 14 of any lump sum payment on the termination of employment of any employees listed on the Contractor's Provisional Staff List; and
2.3.5 replace any of the Contractor's Staff listed on the Contractor's Provisional Staff List or deploy any other person to perform the Services (or the relevant part) or increase the number of employees or terminate or give notice to terminate the employment or contracts of any persons on the Contractor's Provisional Staff List. The Contractor will promptly notify the Authority or, at the direction of the Authority, the Replacement Contractor of any notice to terminate employment received from any persons listed on the Contractor's Provisional Staff List regardless of when such notice takes effect.
2.4 At least 14 days before the expected Service Transfer Date, the Contractor shall provide to the Authority TUPE or any Replacement Contractor, in respect of each person (subject to compliance with Data Protection Legislation) on the Contractor's Final Staff List who is a Transferring Employee, their:
2.4.1 pay slip data for the most recent month;
2.4.2 cumulative pay for tax and pension purposes;
2.4.3 cumulative tax paid;
2.4.4 tax code;
2.4.5 voluntary deductions from pay; and
2.4.6 bank or building society account details for payroll purposes.
2.5 In connection with a Relevant Transfer, the parties agree that:
2.5.1 the Contractor shall perform and discharge all its obligations in respect of all the Transferring Employees and their representatives for its own account up to and including the Service Transfer Date.
2.5.2 The Contractor shall indemnify the Authority and any Replacement Contractor in full for and against all claims costs, expenses or liabilities whatsoever and howsoever arising, incurred or suffered by the Authority or any Replacement Contractor including without limitation all legal expenses and other professional fees (together with any VAT thereon) in relation to:
2.5.2.1 the Contractor's failure to perform and discharge any such obligation;
2.5.2.2 any act or omission by the Contractor on or before the Service Transfer Date or any other matter, event or circumstance occurring before the Service Transfer Date;
2.5.2.3 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contributions and otherwise) payable in respect of any period on or before the Service Transfer Date;
2.5.2.4 any claim arising out of the provision of, or proposal by the Contractor to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or before the Service Transfer Date;
2.5.2.5 any claim made by or in respect of any person employed or formerly employed by the Contractor other than a Transferring Employee for which it is alleged the Authority or any Replacement Contractor may be liable by virtue of this Contract and/or the TUPE Regulations;
2.5.2.6 any act or omission of the Contractor in relation to its obligations under Regulation 11 of the TUPE Regulations, or in respect of an award of compensation under Regulation 12 regulation 15 of TUPE, under the TUPE Regulations except to the extent that the liability Acquired Rights Directive or otherwise and, whether any such claim arises from the Authority or Replacement Contractor's failure to comply with Regulation 11 of the TUPE Regulations; and
2.5.2.7 any statement communicated to or action done by the Contractor or in respect of, any Transferring Employee on or has its origin before the Service Transfer Date regarding the Service Transfer which has not been agreed in advance with the Authority in writing.
2.6 The Contractor shall indemnify the Authority and any Replacement Contractor in respect of any claims arising from any act or omission of the Contractor in relation to any other Contractor's Staff who is not a Transferring Employee during any period whether before, on or after the Service Transfer Date.
2.7 22.11 The Authority shall indemnify the Contractor against all claims arising from the Authority's failure to perform and discharge any obligation and against any Claims in respect of any Transferring Employees arising from or as a result of:
2.7.1 any act or omission by the Authority relating to a Transferring Employee occurring on or after the Service Transfer Date; and
2.7.2 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contribution and otherwise) accrued and payable after the Service Transfer Date.
2.7.3 any claim arising out of the provision of, or proposal by the Authority to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or after the Service Transfer Date; and
2.7.4 any act or omission of the Authority in relation to its obligations under Regulation 11 of the TUPE Regulations.
2.8 The parties Parties shall co-operate to ensure that any requirement to inform and consult with the employees Staff and or employee Staff representatives in relation to any Relevant Transfer as a consequence of a Subsequent Transfer will be fulfilled.
2.9 22.12 The parties Parties agree that the Contracts (Rights of Third Parties) Xxx 0000 Act 1999 shall apply to paragraphs 2.4 clause to 2.8 (inclusive) clause 22.11, to the extent necessary to ensure that any Replacement Contractor Provider shall have the right to enforce the obligations owed to, and indemnities given to, the Replacement Contractor Provider by the Contractor Provider or the School in its own right under section 1(1) of the Contracts (Rights of Third Parties) Xxx 0000Act 1999.
2.10 If22.13 Despite clause 22.12, in it is expressly agreed that the event Parties may by agreement rescind or vary any terms of a Service Transfer the Agreement without the consent of any other person who has the right to which the TUPE Regulations do not apply the following provisions shall apply:
2.10.1 the Authority enforce its terms or the Replacement Contractor can, at its discretion, make an offer term in writing to any of the employees listed on the Contractorquestion despite that such rescission or variation may extinguish or alter that person's Provisional Staff List or any Contractor's Staff assigned to the Services, to employ entitlement under that employee under a new contract of employment to take effect at the earliest reasonable opportunity;
2.10.2 when the offer has been made by the Authority or Replacement Contractor and accepted by any employee or worker, the Contractor shall permit the employee or worker to leave his or her employment, as soon as practicable depending on the business needs of the Contractor which could be without the employee or worker having worked his full notice period, if the employee so requests and where operational obligations allow;
2.10.3 if the employee does not accept an offer of employment made by the Authority or Replacement Contractor, the employee shall remain employed by the Contractor and all claims in relation to the employee shall remain with the Contractor; and
2.10.4 if the Authority or the Replacement Contractor does not make an offer to any employee on the Contractor's Provisional Staff List or any Contractor's Staff, then that employee and all claims in relation to that employee remains with the Contractorright.
Appears in 1 contract
Samples: Service Agreement
EMPLOYMENT EXIT PROVISIONS. 2.1 The Contractor agrees thatThis Agreement envisages that subsequent to its commencement, subject to compliance with the Data Protection Legislation:
2.1.1 within 20 days identity of the earliest of:
(i) receipt of a notification from the Authority of a Service Transfer or intended Service Transfer; or
(ii) receipt provider of the giving Services (or any part of notice the Services) may change (whether as a result of early termination of this Contract Agreement, or part or otherwise) resulting in a transfer of the Services in whole or in part (Subsequent Transfer). If a Subsequent Transfer is a Relevant Transfer then the Council or Replacement Provider will inherit liabilities in respect of the Relevant Employees with effect from the relevant Service Transfer Date.
2.2 The Provider shall and shall procure that any Sub-Contractor shall on receiving notice of termination of this Agreement or otherwise, on request from the Council and at such times as required by TUPE, provide in respect of any person engaged or employed by the Provider or any part thereof; or
(iii) Sub-Contractor in the date which is 6 months before the expiry provision of the Initial Contract Period or any renewal termServices, and, in any event, on receipt of a written request of the Authority at any time, it shall provide the ContractorProvider's Provisional Staff List and the Staffing Information together with any additional information required by the Council, including information as to the Authority or, application of TUPE to the employees. Such information to be provided at no cost to the direction Council within a maximum of 10 (ten) working days of the Authority, request. The Provider shall notify the Council of any material changes to a Replacement Contractor this information as and it shall provide an updated Contractor's Provisional Staff List when reasonably requested by the Authority or, any Replacement Contractor;they occur.
2.1.2 at 2.3 At least 14 28 days prior to the Service Transfer Date, the Provider shall and shall procure that any Sub-Contractor shall prepare and provide to the Authority Council and/or, at the direction of the AuthorityCouncil, to the Replacement ContractorProvider, the ContractorProvider's Final Staff List, which shall be complete and accurate in all material respects. The ContractorProvider's Final Staff List shall identify which of the Provider's and Sub-Contractor's Staff personnel named are Transferring Relevant Employees;.
2.1.3 the Authority 2.4 The Council shall be permitted to use and disclose the ContractorProvider's Provisional Staff List, the ContractorProvider's Final Staff List and the Staffing Information for informing any Tenderer tenderer or other prospective Replacement Contractor Provider for any services which that are substantially the same type of services as the Services (or any part thereof) as of the Services; and).
2.1.4 upon reasonable request by 2.5 The Provider warrants to the Authority the Contractor shall provide the Authority or at the request of the Authority, Council and the Replacement Contractor, with access (on reasonable notice and during normal working hours) to such employment records (and provide copies) as the Authority reasonably requests.
2.2 The Contractor warrants Provider that the ContractorProvider's Provisional Staff List, the ContractorProvider's Final Staff List and the Staffing Information (TUPE Information) will be true and accurate in all material respects.
2.3 From the date of the earliest event referred to respects and that no persons are employed or engaged in paragraph 2.1.1 of this Schedule 6, the Contractor agrees that it shall not without the prior written consent of the Authority, assign any person to the provision of the Services (other than those included on the Provider's Final Staff List.
2.6 The Council regards compliance with this paragraph 2 as fundamental to the Agreement. In particular, failure to comply with paragraph 2.2 and/or 2.3 in respect of the provision of accurate information and employee liability information about the Relevant Employees shall entitle the Council to suspend payments due under this contract until such information is provided, or the relevant part) which is the subject of a Service Transfer who is indefinitely. The maximum sum that may be retained under this paragraph shall not listed exceed an amount equivalent to payments that would be payable in the Contractorthree month period following the Provider's Provisional Staff List failure to comply with paragraph 2.2 and/or 2.3, as the case may be.
2.7 The Provider shall and shall procure that any Sub-Contractor shall ensure at all times that it has the right to provide the TUPE Information under Data Protection Legislation.
2.8 Any change to the TUPE Information which would increase the total employment costs of the staff in the six months prior to termination of this Agreement shall not (so far as reasonably practicable) take place without the Council's prior written consent consent, unless such changes are required by law. The Provider shall and shall procure that any Sub-contractor shall supply to the Council full particulars of such proposed changes and the Authority (such consent Council shall be afforded reasonable time to consider them.
2.9 In the six months prior to termination of this Agreement, the Provider shall not to be unreasonably withheld and shall procure that any Sub-Contractor shall not materially increase or delayed):
2.3.1 increase decrease the total number of employees staff listed on the ContractorProvider's Provisional Staff List save for fulfilling assignments and projects previously scheduled and agreed with the Authority;
2.3.2 makeList, propose their remuneration, or permit make any changes to other change in the terms and conditions of employment those employees without the Council's prior written consent.
2.10 The Provider shall indemnify and keep indemnified in full the Council and each and every Replacement Provider against all Employment Liabilities relating to:
(a) any person who is or has been employed or engaged by the Provider or any Sub-Contractor in connection with the provision of any employees listed on the Contractor's Provisional Staff List;
2.3.3 increase the proportion of working time spent on the Services (or the relevant part) by any of the Contractor's Staff save for fulfilling assignments and projects previously scheduled and agreed Services; or
(b) any trade union or staff association or employee representative, arising from or connected with any failure by the Authority;
2.3.4 introduce Provider and/or any new contractual Sub-Contractor to comply with any legal obligation, whether under regulation 13 or customary practice concerning the making 14 of any lump sum payment on the termination of employment of any employees listed on the Contractor's Provisional Staff List; and
2.3.5 replace any of the Contractor's Staff listed on the Contractor's Provisional Staff List or deploy any other person to perform the Services (or the relevant part) or increase the number of employees or terminate or give notice to terminate the employment or contracts of any persons on the Contractor's Provisional Staff List. The Contractor will promptly notify the Authority or, at the direction of the Authority, the Replacement Contractor of any notice to terminate employment received from any persons listed on the Contractor's Provisional Staff List regardless of when such notice takes effect.
2.4 At least 14 days before the expected Service Transfer Date, the Contractor shall provide to the Authority TUPE or any Replacement Contractor, in respect of each person (subject to compliance with Data Protection Legislation) on the Contractor's Final Staff List who is a Transferring Employee, their:
2.4.1 pay slip data for the most recent month;
2.4.2 cumulative pay for tax and pension purposes;
2.4.3 cumulative tax paid;
2.4.4 tax code;
2.4.5 voluntary deductions from pay; and
2.4.6 bank or building society account details for payroll purposes.
2.5 In connection with a Relevant Transfer, the parties agree that:
2.5.1 the Contractor shall perform and discharge all its obligations in respect of all the Transferring Employees and their representatives for its own account up to and including the Service Transfer Date.
2.5.2 The Contractor shall indemnify the Authority and any Replacement Contractor in full for and against all claims costs, expenses or liabilities whatsoever and howsoever arising, incurred or suffered by the Authority or any Replacement Contractor including without limitation all legal expenses and other professional fees (together with any VAT thereon) in relation to:
2.5.2.1 the Contractor's failure to perform and discharge any such obligation;
2.5.2.2 any act or omission by the Contractor on or before the Service Transfer Date or any other matter, event or circumstance occurring before the Service Transfer Date;
2.5.2.3 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contributions and otherwise) payable in respect of any period on or before the Service Transfer Date;
2.5.2.4 any claim arising out of the provision of, or proposal by the Contractor to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or before the Service Transfer Date;
2.5.2.5 any claim made by or in respect of any person employed or formerly employed by the Contractor other than a Transferring Employee for which it is alleged the Authority or any Replacement Contractor may be liable by virtue of this Contract and/or the TUPE Regulations;
2.5.2.6 any act or omission of the Contractor in relation to its obligations under Regulation 11 of the TUPE Regulations, or in respect of an award of compensation under Regulation 12 regulation 15 of TUPE, under the TUPE Regulations except to the extent that the liability Acquired Rights Directive or otherwise and, whether any such claim arises from the Authority or Replacement Contractor's failure to comply with Regulation 11 of the TUPE Regulations; and
2.5.2.7 any statement communicated to or action done by the Contractor or in respect of, any Transferring Employee on or has its origin before the Service Transfer Date regarding the Service Transfer which has not been agreed in advance with the Authority in writing.
2.6 The Contractor shall indemnify the Authority and any Replacement Contractor in respect of any claims arising from any act or omission of the Contractor in relation to any other Contractor's Staff who is not a Transferring Employee during any period whether before, on or after the Service Transfer Date.
2.7 The Authority shall indemnify the Contractor against all claims arising from the Authority's failure to perform and discharge any obligation and against any Claims in respect of any Transferring Employees arising from or as a result of:
2.7.1 any act or omission by the Authority relating to a Transferring Employee occurring on or after the Service Transfer Date; and
2.7.2 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contribution and otherwise) accrued and payable after the Service Transfer Date.
2.7.3 any claim arising out of the provision of, or proposal by the Authority to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or after the Service Transfer Date; and
2.7.4 any act or omission of the Authority in relation to its obligations under Regulation 11 of the TUPE Regulations.
2.8 2.11 The parties shall co-operate to ensure that any requirement to inform and consult with the employees and or employee representatives in relation to any Relevant Transfer as a consequence of a Subsequent Transfer will be fulfilled.
2.9 2.12 The parties agree that the Contracts (Rights of Third Parties) Xxx 0000 Act 1999 shall apply to paragraphs 2.4 this Schedule 7 from paragraph 3.2 to 2.8 (inclusive) paragraph 3.11, to the extent necessary to ensure that any Replacement Contractor Provider shall have the right to enforce the obligations owed to, and indemnities given to, the Replacement Contractor Provider by the Contractor Provider [or the Council] in its own right under section 1(1) of the Contracts (Rights of Third Parties) Xxx 0000Act 1999.
2.10 If2.13 Despite paragraph 2.12, in it is expressly agreed that the event parties may by agreement rescind or vary any terms of a Service Transfer this Agreement without the consent of any other person who has the right to which the TUPE Regulations do not apply the following provisions shall apply:
2.10.1 the Authority enforce its terms or the Replacement Contractor can, at its discretion, make an offer term in writing to any of the employees listed on the Contractorquestion despite that such rescission or variation may extinguish or alter that person's Provisional Staff List or any Contractor's Staff assigned to the Services, to employ entitlement under that employee under a new contract of employment to take effect at the earliest reasonable opportunity;
2.10.2 when the offer has been made by the Authority or Replacement Contractor and accepted by any employee or worker, the Contractor shall permit the employee or worker to leave his or her employment, as soon as practicable depending on the business needs of the Contractor which could be without the employee or worker having worked his full notice period, if the employee so requests and where operational obligations allow;
2.10.3 if the employee does not accept an offer of employment made by the Authority or Replacement Contractor, the employee shall remain employed by the Contractor and all claims in relation to the employee shall remain with the Contractor; and
2.10.4 if the Authority or the Replacement Contractor does not make an offer to any employee on the Contractor's Provisional Staff List or any Contractor's Staff, then that employee and all claims in relation to that employee remains with the Contractorxxxxx.Xxx
Appears in 1 contract
Samples: Services Agreement
EMPLOYMENT EXIT PROVISIONS. 2.1 The Contractor agrees that3.1 This Agreement envisages that subsequent to its commencement, subject to compliance with the Data Protection Legislation:
2.1.1 within 20 days identity of the earliest of:provider of the Services (or any part of the Services) may change (whether as a result of termination of this Agreement, or part or otherwise) resulting in a transfer of the Services in whole or in part (Subsequent Transfer). If a Subsequent Transfer is a Relevant Transfer then the Authority or Replacement Supplier will inherit liabilities in respect of the Relevant Employees with effect from the relevant Service Transfer Date.
(i) receipt 3.2 The Supplier shall and shall procure that any Sub-Contractor shall on receiving notice of a notification termination of this Agreement or otherwise, on request from the Authority and at such times as required by TUPE, provide in respect of a Service Transfer any person engaged or intended Service Transfer; or
(ii) receipt employed by the Supplier or any Sub-Contractor in the provision of the giving of notice of early termination of this Contract or any part thereof; or
(iii) Services, the date which is 6 months before the expiry of the Initial Contract Period or any renewal term, and, in any event, on receipt of a written request of the Authority at any time, it shall provide the ContractorSupplier's Provisional Staff List and the Staffing Information to the Authority or, at the direction of together with any additional information required by the Authority, including information as to a Replacement Contractor and it the application of TUPE to the employees. The Supplier shall provide an updated Contractor's Provisional Staff List when reasonably requested by notify the Authority or, of any Replacement Contractor;material changes to this information as and when they occur.
2.1.2 at 3.3 At least 14 28 days prior to the Service Transfer Date, the Supplier shall and shall procure that any Sub-Contractor shall prepare and provide to the Authority and/or, at the direction of the Authority, to the Replacement ContractorSupplier, the ContractorSupplier's Final Staff List, which shall be complete and accurate in all material respects. The ContractorSupplier's Final Staff List shall identify which of the Supplier's and Sub-Contractor's Staff personnel named are Transferring Relevant Employees;.
2.1.3 the 3.4 The Authority shall be permitted to use and disclose the ContractorSupplier's Provisional Staff List, the ContractorSupplier's Final Staff List and the Staffing Information for informing any Tenderer tenderer or other prospective Replacement Contractor Supplier for any services which that are substantially the same type of services as the Services (or any part thereof) as of the Services; and).
2.1.4 upon reasonable request by 3.5 The Supplier warrants to the Authority the Contractor shall provide the Authority or at the request of the Authority, [and the Replacement Contractor, with access (on reasonable notice and during normal working hours) to such employment records (and provide copies) as the Authority reasonably requests.
2.2 The Contractor warrants Supplier] that the ContractorSupplier's Provisional Staff List, the ContractorSupplier's Final Staff List and the Staffing Information (TUPE Information) will be true and accurate in all material respects.
2.3 From the date of the earliest event referred to respects and that no persons are employed or engaged in paragraph 2.1.1 of this Schedule 6, the Contractor agrees that it shall not without the prior written consent of the Authority, assign any person to the provision of the Services (or other than those included on the relevant part) which is the subject of a Service Transfer who is not listed in the ContractorSupplier's Provisional Final Staff List List.
3.6 The Supplier shall and shall not without the prior written consent of the Authority (such consent not to be unreasonably withheld or delayed):
2.3.1 increase the total number of employees listed on the Contractor's Provisional Staff List save for fulfilling assignments and projects previously scheduled and agreed with the Authority;
2.3.2 make, propose or permit procure that any changes to the terms and conditions of employment of any employees listed on the Contractor's Provisional Staff List;
2.3.3 increase the proportion of working time spent on the Services (or the relevant part) by any of the Contractor's Staff save for fulfilling assignments and projects previously scheduled and agreed with the Authority;
2.3.4 introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the Contractor's Provisional Staff List; and
2.3.5 replace any of the Contractor's Staff listed on the Contractor's Provisional Staff List or deploy any other person to perform the Services (or the relevant part) or increase the number of employees or terminate or give notice to terminate the employment or contracts of any persons on the Contractor's Provisional Staff List. The Contractor will promptly notify the Authority or, at the direction of the Authority, the Replacement Contractor of any notice to terminate employment received from any persons listed on the Contractor's Provisional Staff List regardless of when such notice takes effect.
2.4 At least 14 days before the expected Service Transfer Date, the Sub-Contractor shall ensure at all times that it has the right to provide to the Authority or any Replacement Contractor, in respect of each person (subject to compliance with TUPE Information under Data Protection Legislation) on the Contractor's Final Staff List who is a Transferring Employee, their:
2.4.1 pay slip data for the most recent month;
2.4.2 cumulative pay for tax and pension purposes;
2.4.3 cumulative tax paid;
2.4.4 tax code;
2.4.5 voluntary deductions from pay; and
2.4.6 bank or building society account details for payroll purposes.
2.5 In connection 3.7 The Authority regards compliance with a Relevant Transfer, the parties agree that:
2.5.1 the Contractor shall perform and discharge all its obligations in respect of all the Transferring Employees and their representatives for its own account up to and including the Service Transfer Date.
2.5.2 The Contractor shall indemnify the Authority and any Replacement Contractor in full for and against all claims costs, expenses or liabilities whatsoever and howsoever arising, incurred or suffered by the Authority or any Replacement Contractor including without limitation all legal expenses and other professional fees (together with any VAT thereon) in relation to:
2.5.2.1 the Contractor's failure to perform and discharge any such obligation;
2.5.2.2 any act or omission by the Contractor on or before the Service Transfer Date or any other matter, event or circumstance occurring before the Service Transfer Date;
2.5.2.3 all and any claims in respect of all emoluments and outgoings in relation this paragraph 3 as fundamental to the Transferring Employees (including without limitation all wagesAgreement. In particular, bonuses, PAYE, National Insurance contributions, pension contributions and otherwise) payable in respect of any period on or before the Service Transfer Date;
2.5.2.4 any claim arising out of the provision of, or proposal by the Contractor to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or before the Service Transfer Date;
2.5.2.5 any claim made by or in respect of any person employed or formerly employed by the Contractor other than a Transferring Employee for which it is alleged the Authority or any Replacement Contractor may be liable by virtue of this Contract and/or the TUPE Regulations;
2.5.2.6 any act or omission of the Contractor in relation to its obligations under Regulation 11 of the TUPE Regulations, or in respect of an award of compensation under Regulation 12 of the TUPE Regulations except to the extent that the liability arises from the Authority or Replacement Contractor's failure to comply with Regulation 11 of the TUPE Regulations; and
2.5.2.7 any statement communicated to or action done by the Contractor or in respect of, any Transferring Employee on or before the Service Transfer Date regarding the Service Transfer which has not been agreed in advance with the Authority in writing.
2.6 The Contractor shall indemnify the Authority paragraph 3.2 and any Replacement Contractor in respect of any claims arising from any act or omission of the Contractor in relation to any other Contractor's Staff who is not a Transferring Employee during any period whether before, on or after the Service Transfer Date.
2.7 The Authority shall indemnify the Contractor against all claims arising from the Authority's failure to perform and discharge any obligation and against any Claims in respect of any Transferring Employees arising from or as a result of:
2.7.1 any act or omission by the Authority relating to a Transferring Employee occurring on or after the Service Transfer Date; and
2.7.2 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contribution and otherwise) accrued and payable after the Service Transfer Date.
2.7.3 any claim arising out of the provision of, or proposal by the Authority to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or after the Service Transfer Date; and
2.7.4 any act or omission of the Authority in relation to its obligations under Regulation 11 of the TUPE Regulations.
2.8 The parties shall co-operate to ensure that any requirement to inform and consult with the employees and or employee representatives in relation to any Relevant Transfer will be fulfilled.
2.9 The parties agree that the Contracts (Rights of Third Parties) Xxx 0000 shall apply to paragraphs 2.4 to 2.8 (inclusive) to the extent necessary to ensure that any Replacement Contractor shall have the right to enforce the obligations owed to, and indemnities given to, the Replacement Contractor by the Contractor in its own right under section 1(1) of the Contracts (Rights of Third Parties) Xxx 0000.
2.10 If, in the event of a Service Transfer to which the TUPE Regulations do not apply the following provisions shall apply:
2.10.1 the Authority or the Replacement Contractor can, at its discretion, make an offer in writing to any of the employees listed on the Contractor's Provisional Staff List or any Contractor's Staff assigned to the Services, to employ that employee under a new contract of employment to take effect at the earliest reasonable opportunity;
2.10.2 when the offer has been made by the Authority or Replacement Contractor and accepted by any employee or worker, the Contractor shall permit the employee or worker to leave his or her employment, as soon as practicable depending on the business needs of the Contractor which could be without the employee or worker having worked his full notice period, if the employee so requests and where operational obligations allow;
2.10.3 if the employee does not accept an offer of employment made by the Authority or Replacement Contractor, the employee shall remain employed by the Contractor and all claims in relation to the employee shall remain with the Contractor; and
2.10.4 if the Authority or the Replacement Contractor does not make an offer to any employee on the Contractor's Provisional Staff List or any Contractor's Staff, then that employee and all claims in relation to that employee remains with the Contractor.paragraph
Appears in 1 contract
Samples: Service Agreement
EMPLOYMENT EXIT PROVISIONS. 2.1 The Contractor agrees that3.1 This agreement envisages that subsequent to its commencement, subject to compliance with the Data Protection Legislation:
2.1.1 within 20 days identity of the earliest of:
(i) receipt of a notification from the Authority of a Service Transfer or intended Service Transfer; or
(ii) receipt provider of the giving Services (or any part of notice the Services) may change (whether as a result of early termination of this Contract agreement, or any part thereof; or
(iiior otherwise) the date which is 6 months before the expiry resulting in a transfer of the Initial Contract Period Services in whole or any renewal term, and, in any event, on receipt of part (Subsequent Transfer). If a written request Subsequent Transfer is a Relevant Transfer then the Commissioner or Replacement Provider will inherit liabilities in respect of the Authority at Relevant Employees with effect from the relevant Service Transfer Date.
3.2 The Provider shall (and shall procure that any timeSub-Contractor shall) on receiving notice of termination of this agreement, it shall or otherwise on request from the Commissioner, provide the ContractorProvider's Provisional Staff List and the Staffing Information together with any additional information required by the Commissioner, including but not limited to information as to the Authority or, at potential application of TUPE to the direction of personnel identified in the Authority, to a Replacement Contractor and it shall provide an updated ContractorProvider's Provisional Staff List List. The Provider shall notify the Commissioner of any changes to this information as and when reasonably requested by the Authority or, any Replacement Contractor;they occur.
2.1.2 at 3.3 At least 14 days prior to the Service Transfer Date, the Provider shall and shall procure that any Sub-Contractor shall prepare and provide to the Authority Commissioner and/or, at the direction of the AuthorityCommissioner, to the Replacement ContractorProvider, the ContractorProvider's Final Staff List, which shall be complete and accurate in all material respects. The ContractorProvider's Final Staff List shall identify which of the Provider's and Sub-Contractor's Staff personnel named are Transferring Relevant Employees;.
2.1.3 the Authority 3.4 The Commissioner shall be permitted to use and disclose the ContractorProvider's Provisional Staff List, the ContractorProvider's Final Staff List and the Staffing Information for informing any Tenderer tenderer or other prospective Replacement Contractor Provider for any services which that are substantially the same type of services as (or any part thereofof) as the Services; and
2.1.4 upon reasonable request by the Authority the Contractor shall provide the Authority or at the request of the Authority, the Replacement Contractor, with access (on reasonable notice and during normal working hours) to such employment records (and provide copies) as the Authority reasonably requests.
2.2 3.5 The Contractor Provider warrants that the ContractorProvider's Provisional Staff List, the ContractorProvider's Final Staff List and the Staffing Information (TUPE Information) will be true and accurate in all material respectsrespects and that no persons are employed or engaged in the provision of the Services other than those included on the Provider's Final Staff List.
2.3 From 3.6 The Provider shall and shall procure that any Sub-Contractor shall ensure at all times that it has the date of right to provide the earliest event referred TUPE Information under Data Protection Legislation.
3.7 In the six months prior to in paragraph 2.1.1 termination of this Schedule 6Agreement, and at any point after notice has been served to terminate this Agreement, the Provider shall not and shall procure that any Sub- Contractor agrees that it shall not without the prior written consent of the AuthorityCommissioner, assign any person to the provision of the Services (or the relevant part) which is the subject of a Service Transfer who is not listed in the ContractorProvider's Provisional Staff List and shall not without the prior written consent of the Authority Commissioner (such consent not to be unreasonably withheld or delayed):
2.3.1 (a) increase the total number of employees listed on the ContractorProvider's Provisional Staff List save for fulfilling assignments and projects previously scheduled and agreed with the AuthorityCommissioner;
2.3.2 (b) make, propose or permit any changes to the terms and conditions of employment of any employees listed on the ContractorProvider's Provisional Staff List;
2.3.3 (c) increase the proportion of working time spent on the Services (or the relevant part) by any of the ContractorProvider's Staff Personnel save for fulfilling assignments and projects previously scheduled and agreed with the AuthorityCommissioner;
2.3.4 (d) introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the ContractorProvider's Provisional Staff List; and
2.3.5 (e) replace any of the ContractorProvider's Staff Personnel listed on the ContractorProvider's Provisional Staff List or deploy any other person to perform the Services (or the relevant part) or increase the number of employees or terminate or give notice to terminate the employment or contracts of any persons on the ContractorProvider's Provisional Staff List. .
3.8 The Contractor Provider will promptly notify the Authority Commissioner or, at the direction of the AuthorityCommissioner, the Replacement Contractor Provider of any notice to terminate employment received from any persons listed on the ContractorProvider's Provisional Staff List regardless of when such notice takes effect.
2.4 At least 14 days before the expected Service Transfer Date, the Contractor shall provide to the Authority or any Replacement Contractor, in respect of each person (subject to compliance with Data Protection Legislation) on the Contractor's Final Staff List who is a Transferring Employee, their:
2.4.1 pay slip data for the most recent month;
2.4.2 cumulative pay for tax and pension purposes;
2.4.3 cumulative tax paid;
2.4.4 tax code;
2.4.5 voluntary deductions from pay; and
2.4.6 bank or building society account details for payroll purposes.
2.5 In connection with a Relevant Transfer, the parties agree that:
2.5.1 the Contractor shall perform and discharge all its obligations in respect of all the Transferring Employees and their representatives for its own account up to and including the Service Transfer Date.
2.5.2 3.9 The Contractor Provider shall indemnify the Authority Commissioner and any at the Commissioner's request each and every Replacement Contractor Provider in full for and against all claims costs, expenses or liabilities whatsoever and howsoever arising, incurred or suffered by the Authority Commissioner or any Replacement Contractor Provider including without limitation all legal expenses and other professional fees (together with any VAT thereon) in relation to:
2.5.2.1 (a) any claim, demand, action or proceeding which is made or brought by a Relevant Employee, or any trade union or other body or person representing any Relevant Employee, against the Contractor's failure Commissioner or any Replacement Provider at any time and which relates to perform and discharge any such obligation;
2.5.2.2 any act circumstances or omission by the Contractor events occurring or arising on or before the Service Transfer Date or any other matter, event or circumstance occurring before prior to the Service Transfer Date;
2.5.2.3 (b) any failure by the Provider or any Sub-Contractor to comply with its or their obligations under this paragraph 3.
3.10 The Provider shall indemnify and keep indemnified in full the Commissioner and at the Commissioner's request each and every Replacement Provider against all and Employment Liabilities relating to:
(a) any claims person who is or has been employed or engaged by the Provider or any Sub- Contractor in respect of all emoluments and outgoings in relation to connection with the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contributions and otherwise) payable in respect provision of any period on or before the Service Transfer Date;
2.5.2.4 any claim arising out of the provision of, Services; or
(b) any trade union or proposal by the Contractor to offer any change to any benefit, term staff association or condition or working condition employee representative (where such claim arises as a result of any Transferring Employee arising on or before the Service Transfer Date;
2.5.2.5 any claim made by or in respect of any person employed or formerly employed by the Contractor other than a Transferring Employee for which it is alleged the Authority or any Replacement Contractor may be liable by virtue of this Contract and/or the TUPE Regulations;
2.5.2.6 any act act, fault or omission of the Provider and/or any Sub- Contractor), arising from or connected with any failure by the Provider and/or any Sub-Contractor in relation to its obligations comply with any legal obligation, whether under Regulation 11 regulation 13 or 14 of the TUPE Regulations, or in respect of an any award of compensation under Regulation 12 regulation 15 of TUPE, under the TUPE Regulations except to the extent that the liability Acquired Rights Directive or otherwise and, whether any such claim arises from the Authority or Replacement Contractor's failure to comply with Regulation 11 of the TUPE Regulations; and
2.5.2.7 any statement communicated to or action done by the Contractor or in respect of, any Transferring Employee on or has its origin before the Service Transfer Date regarding the Service Transfer which has not been agreed in advance with the Authority in writing.
2.6 The Contractor shall indemnify the Authority and any Replacement Contractor in respect of any claims arising from any act or omission of the Contractor in relation to any other Contractor's Staff who is not a Transferring Employee during any period whether before, on or after the Service Transfer Date.
2.7 The Authority shall indemnify the Contractor against all claims arising from the Authority's failure to perform and discharge any obligation and against any Claims in respect of any Transferring Employees arising from or as a result of:
2.7.1 any act or omission by the Authority relating to a Transferring Employee occurring on or after the Service Transfer Date; and
2.7.2 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contribution and otherwise) accrued and payable after the Service Transfer Date.
2.7.3 any claim arising out of the provision of, or proposal by the Authority to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or after the Service Transfer Date; and
2.7.4 any act or omission of the Authority in relation to its obligations under Regulation 11 of the TUPE Regulations.
2.8 3.11 The parties shall co-operate to ensure that any requirement to inform and consult with the employees and or employee representatives in relation to any Relevant Transfer as a consequence of a Subsequent Transfer will be fulfilled.
2.9 3.12 The parties agree that the Contracts (Rights of Third Parties) Xxx 0000 shall apply to paragraphs 2.4 paragraph
3.1 to 2.8 (inclusive) paragraph 3.11, to the extent necessary to ensure that any Replacement Contractor Provider shall have the right to enforce the obligations owed to, and indemnities given to, the Replacement Contractor Provider by the Contractor Provider or the Commissioner in its own right under section 1(1) of the Contracts (Rights of Third Parties) Xxx 0000.
2.10 If3.13 Despite paragraph 3.12, in it is expressly agreed that the event parties may by agreement rescind or vary any terms of a Service Transfer this contract without the consent of any other person who has the right to which the TUPE Regulations do not apply the following provisions shall apply:
2.10.1 the Authority enforce its terms or the Replacement Contractor can, at its discretion, make an offer term in writing to any of the employees listed on the Contractorquestion despite that such rescission or variation may extinguish or alter that person's Provisional Staff List or any Contractor's Staff assigned to the Services, to employ entitlement under that employee under a new contract of employment to take effect at the earliest reasonable opportunity;
2.10.2 when the offer has been made by the Authority or Replacement Contractor and accepted by any employee or worker, the Contractor shall permit the employee or worker to leave his or her employment, as soon as practicable depending on the business needs of the Contractor which could be without the employee or worker having worked his full notice period, if the employee so requests and where operational obligations allow;
2.10.3 if the employee does not accept an offer of employment made by the Authority or Replacement Contractor, the employee shall remain employed by the Contractor and all claims in relation to the employee shall remain with the Contractor; and
2.10.4 if the Authority or the Replacement Contractor does not make an offer to any employee on the Contractor's Provisional Staff List or any Contractor's Staff, then that employee and all claims in relation to that employee remains with the Contractorright.
Appears in 1 contract
Samples: Service Agreement
EMPLOYMENT EXIT PROVISIONS. 2.1 The Contractor 3.1. This Agreement envisages that at the end of this Agreement, the identity of the provider of the Operational Service may change resulting in a transfer of the Operational Service in whole or in part (Service Transfer). If a Service Transfer is a relevant transfer for the purposes of TUPE or by any statutory provision or Government guidance the parties are enabled or required to treat the Transfer as a TUPE like event then in such event, WSCC or a Replacement Service Provider would inherit liabilities in respect of the Later Transferring Employees. Accordingly in this event on a Service Transfer Date the provisions in paragraphs 3.2 to 3.8 inclusive of this Schedule 3 shall apply.
3.2. ESFA agrees that, subject to compliance with the Data Protection LegislationDPA:
2.1.1 3.2.1. within 20 days of from the earliest of:
(i) receipt of a notification from the Authority WSCC of a Service Transfer or intended Service Transfer; or
(ii) receipt of the giving of notice of early termination of this Contract agreement or any part thereof; or
(iii) the date which is 6 12 months before the expiry of the Initial Contract Period or any renewal term, Term and, in any eventall cases, on receipt of a written request of the Authority at any timeWSCC, it shall provide the ContractorESFA's Provisional Staff List and the Staffing Information to the Authority WSCC or, at the direction of the AuthorityWSCC, to a Replacement Contractor Service Provider and it shall provide an updated Contractor's Provisional Staff List Lists from time to time when reasonably requested by the Authority WSCC or, any Replacement ContractorService Provider;
2.1.2 3.2.1 at least 14 days prior to the Service Transfer Date, the Contractor ESFA shall prepare and provide to the Authority WSCC and/or, at the direction of the AuthorityWSCC, to the Replacement ContractorService Provider, the ContractorESFA's Final Staff List, which shall be complete and accurate in all material respects. The ContractorESFA's Final Staff List shall identify which of the ContractorESFA's Staff employees named are Later Transferring Employees;
2.1.3 the Authority 3.2.2 WSCC shall be permitted to use and disclose the ContractorESFA's Provisional Staff List, the Contractor's Final Staff List and the Staffing Information for informing any Tenderer or other prospective Replacement Contractor Service Provider for any services which are substantially the same type of services (or any part thereof) as the ServicesOperational Service; and
2.1.4 3.2.3 upon reasonable request by the Authority the Contractor WSCC, ESFA shall provide the Authority WSCC or at the request of the AuthorityWSCC, the Replacement ContractorService Provider, with access (on reasonable notice and during normal working hours) such assistance as WSCC reasonably requests to such employment records (and provide copies) as the Authority reasonably requests.
2.2 The Contractor warrants that the Contractor's Provisional Staff List, the Contractor's Final Staff List and the Staffing Information will be true and accurate in all material respects.
2.3 From the date facilitate an effective handover of the earliest event referred Operational Service including but not limited to in paragraph 2.1.1 permitting a senior representative of this Schedule 6, WSCC or the Contractor agrees that it shall not without Replacement Service Provider to attend at least one meeting with the prior written consent appropriate representatives of the Authority, assign any person to the provision of the Services (or the relevant part) which is the subject of a Service Transfer who is not listed in the Contractor's Provisional Staff List and shall not without the prior written consent of the Authority (such consent not to be unreasonably withheld or delayed):
2.3.1 increase the total number of employees listed on the Contractor's Provisional Staff List save for fulfilling assignments and projects previously scheduled and agreed with the Authority;
2.3.2 make, propose or permit any changes to the terms and conditions of employment of any employees listed on the Contractor's Provisional Staff List;
2.3.3 increase the proportion of working time spent on the Services (or the relevant part) by any of the Contractor's Staff save for fulfilling assignments and projects previously scheduled and agreed with the Authority;
2.3.4 introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the Contractor's Provisional Staff List; and
2.3.5 replace any of the Contractor's Staff listed on the Contractor's Provisional Staff List or deploy any other person to perform the Services (or the relevant part) or increase the number of employees or terminate or give notice to terminate the employment or contracts of any persons on the Contractor's Provisional Staff List. The Contractor will promptly notify the Authority or, at the direction of the Authority, the Replacement Contractor of any notice to terminate employment received from any persons listed on the Contractor's Provisional Staff List regardless of when such notice takes effect.
2.4 At least 14 days before the expected Service Transfer Date, the Contractor shall provide to the Authority or any Replacement Contractor, in respect of each person (subject to compliance with Data Protection Legislation) on the Contractor's Final Staff List who is a Transferring Employee, their:
2.4.1 pay slip data for the most recent month;
2.4.2 cumulative pay for tax and pension purposes;
2.4.3 cumulative tax paid;
2.4.4 tax code;
2.4.5 voluntary deductions from pay; and
2.4.6 bank or building society account details for payroll purposes.
2.5 In connection with a Relevant Transfer, the parties agree that:
2.5.1 the Contractor shall perform and discharge all its obligations in respect of all the Later Transferring Employees and their representatives for its own account up prior to and including the Service Transfer Date.
2.5.2 The Contractor shall indemnify the Authority and any Replacement Contractor in full for and against all claims costs, expenses or liabilities whatsoever and howsoever arising, incurred or suffered by the Authority or any Replacement Contractor including without limitation all legal expenses and other professional fees (together with any VAT thereon) in relation to:
2.5.2.1 the Contractor's failure to perform and discharge any such obligation;
2.5.2.2 any act or omission by the Contractor on or before the Service Transfer Date or any other matter, event or circumstance occurring before the Service Transfer Date;
2.5.2.3 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contributions and otherwise) payable in respect of any period on or before the Service Transfer Date;
2.5.2.4 any claim arising out of the provision of, or proposal by the Contractor to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or before the Service Transfer Date;
2.5.2.5 any claim made by or in respect of any person employed or formerly employed by the Contractor other than a Transferring Employee for which it is alleged the Authority or any Replacement Contractor may be liable by virtue of this Contract and/or the TUPE Regulations;
2.5.2.6 any act or omission of the Contractor in relation to its obligations under Regulation 11 of the TUPE Regulations, or in respect of an award of compensation under Regulation 12 of the TUPE Regulations except to the extent that the liability arises from the Authority or Replacement Contractor's failure to comply with Regulation 11 of the TUPE Regulations; and
2.5.2.7 any statement communicated to or action done by the Contractor or in respect of, any Transferring Employee on or before the Service Transfer Date regarding the Service Transfer which has not been agreed in advance with the Authority in writing.
2.6 The Contractor shall indemnify the Authority and any Replacement Contractor in respect of any claims arising from any act or omission of the Contractor in relation to any other Contractor's Staff who is not a Transferring Employee during any period whether before, on or after the Service Transfer Date.
2.7 The Authority shall indemnify the Contractor against all claims arising from the Authority's failure to perform and discharge any obligation and against any Claims in respect of any Transferring Employees arising from or as a result of:
2.7.1 any act or omission by the Authority relating to a Transferring Employee occurring on or after the Service Transfer Date; and
2.7.2 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contribution and otherwise) accrued and payable after the Service Transfer Date.
2.7.3 any claim arising out of the provision of, or proposal by the Authority to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or after the Service Transfer Date; and
2.7.4 any act or omission of the Authority in relation to its obligations under Regulation 11 of the TUPE Regulations.
2.8 The parties shall co-operate to ensure that any requirement to inform and consult with the employees and or employee representatives in relation to any Relevant Transfer will be fulfilled.
2.9 The parties agree that the Contracts (Rights of Third Parties) Xxx 0000 shall apply to paragraphs 2.4 to 2.8 (inclusive) to the extent necessary to ensure that any Replacement Contractor shall have the right to enforce the obligations owed to, and indemnities given to, the Replacement Contractor by the Contractor in its own right under section 1(1) of the Contracts (Rights of Third Parties) Xxx 0000.
2.10 If, in the event of a Service Transfer to which the TUPE Regulations do not apply the following provisions shall apply:
2.10.1 the Authority or the Replacement Contractor can, at its discretion, make an offer in writing to any of the employees listed on the Contractor's Provisional Staff List or any Contractor's Staff assigned to the Services, to employ that employee under a new contract of employment to take effect at the earliest reasonable opportunity;
2.10.2 when the offer has been made by the Authority or Replacement Contractor and accepted by any employee or worker, the Contractor shall permit the employee or worker to leave his or her employment, as soon as practicable depending on the business needs of the Contractor which could be without the employee or worker having worked his full notice period, if the employee so requests and where operational obligations allow;
2.10.3 if the employee does not accept an offer of employment made by the Authority or Replacement Contractor, the employee shall remain employed by the Contractor and all claims in relation to the employee shall remain with the Contractor; and
2.10.4 if the Authority or the Replacement Contractor does not make an offer to any employee on the Contractor's Provisional Staff List or any Contractor's Staff, then that employee and all claims in relation to that employee remains with the Contractor.
Appears in 1 contract
Samples: Inter Authority Agreement
EMPLOYMENT EXIT PROVISIONS. 2.1 The Contractor agrees that14.2.1 This Agreement envisages that subsequent to its commencement, subject to compliance with the Data Protection Legislation:
2.1.1 within 20 days identity of the earliest of:
(i) receipt of a notification from the Authority of a Service Transfer or intended Service Transfer; or
(ii) receipt provider of the giving Services (or any part of notice the Services) may change (whether as a result of early expiry or termination of this Contract Agreement, part or otherwise) resulting in a transfer of the Services in whole or in part ("Subsequent Transfer"). If a Subsequent Transfer is a Relevant Transfer then the Council or Replacement Service Provider will inherit liabilities in respect of the Relevant Employees with effect from the relevant Service Transfer Date.
14.2.2 The Board shall and shall procure that any Sub-Contractor shall on receiving notice of termination of this Agreement or at any time within the period of 12 months prior to the Expiry Date at the Council's request provide in respect of any person engaged or employed by the Board or any part thereof; or
(iii) Sub-Contractor in the date which is 6 months before the expiry provision of the Initial Contract Period or any renewal termServices, and, in any event, on receipt of a written request of the Authority at any time, it shall provide the ContractorBoard's Provisional Staff List and the Staffing Information together with any additional information required by the Council, including information as to the Authority or, at application of TUPE to the direction relevant employees. The Board shall notify the Council of the Authority, any material changes to a Replacement Contractor this information as and it when they occur and shall provide an updated Contractor's Provisional Staff List when reasonably requested by and Staffing Information at the Authority or, any Replacement Contractor;Council's request.
2.1.2 at 14.2.3 At least 14 28 days prior to the Service Transfer Date, the Board shall and shall procure that any Sub-Contractor shall prepare and provide to the Authority Council and/or, at the direction of the AuthorityCouncil, to the Replacement ContractorService Provider, the ContractorBoard's Final Staff List, and updated Staffing Information, which shall be complete and accurate in all material respects. The ContractorBoard's Final Staff List shall identify which of the Board's and Sub-Contractor's Staff personnel named are Transferring Relevant Employees;.
2.1.3 the Authority 14.2.4 The Council shall be permitted to use and disclose the ContractorBoard's Provisional Staff List, the ContractorBoard's Final Staff List and the Staffing Information for informing to any Tenderer tenderer or other prospective Replacement Contractor Service Provider for any services which that are substantially the same type of services as (or any part thereofof) as the Services; and
2.1.4 upon reasonable request by the Authority the Contractor shall provide the Authority or at the request of the Authority, the Replacement Contractor, with access (on reasonable notice and during normal working hours) to such employment records (and provide copies) as the Authority reasonably requests.
2.2 14.2.5 The Contractor Board warrants that the ContractorBoard's Provisional Staff List, the Contractor's Board Final Staff List and the Staffing Information (the "TUPE Information") will be true and accurate in all material respects.
2.3 From respects and that as at the date of the earliest event referred to Service Transfer Date no persons are employed or engaged in paragraph 2.1.1 of this Schedule 6, the Contractor agrees that it shall not without the prior written consent of the Authority, assign any person to the provision of the Services (other than those included on the Board's Final Staff List. The Board shall indemnify the Council and any Replacement Service Provider in respect of any costs, claims, liabilities, expenses or damages arising from any inaccuracies in or omissions from the relevant part) TUPE Information.
14.2.6 The Board shall and shall procure that any Sub-Contractor shall ensure at all times that it has the right to provide the TUPE Information under Data Protection Legislation.
14.2.7 Any change to the TUPE Information which is would increase the subject total employment costs of a Service Transfer who is not listed the staff in the Contractorsix months prior to termination of this Agreement shall not (so far as reasonably practicable) take place without the Council's Provisional Staff List prior written consent, unless such changes are required by law. The Board shall supply to the Council full particulars of such proposed changes and the Council shall be afforded reasonable time to consider them.
14.2.8 In the six months prior to termination of this Agreement, the Board shall not and shall procure that any Sub-Contractor shall not without the prior written consent of the Authority (such consent not to be unreasonably withheld materially increase or delayed):
2.3.1 increase decrease the total number of employees staff listed on the ContractorBoard's Provisional Staff List save for fulfilling assignments and projects previously scheduled and agreed with the Authority;
2.3.2 makeList, propose their remuneration, or permit make any changes to other change in the terms and conditions of those employees without the Council's prior written consent.
14.2.9 The Board shall indemnify and keep indemnified in full the Council and at the Council's request each and every Replacement Service Provider against all Employment Liabilities relating to:
14.2.9.1 the termination by the Board or any Sub-Contractor of the employment of any of its/their employees listed on the Contractor's Provisional Staff List;
2.3.3 increase the proportion of working time spent on the Services (or the relevant part) by any of the Contractor's Staff save for fulfilling assignments and projects previously scheduled and agreed with the Authority;
2.3.4 introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the Contractor's Provisional Staff List; and
2.3.5 replace any of the Contractor's Staff listed on the Contractor's Provisional Staff List or deploy any other person to perform the Services (or the relevant part) or increase the number of employees or terminate or give notice to terminate the employment or contracts of any persons on the Contractor's Provisional Staff List. The Contractor will promptly notify the Authority or, at the direction of the Authority, the Replacement Contractor of any notice to terminate employment received from any persons listed on the Contractor's Provisional Staff List regardless of when such notice takes effect.
2.4 At least 14 days before the expected Service Transfer Date, the Contractor shall provide including but not limited to the Authority or any Replacement Contractor, in respect of each person (subject to compliance with Data Protection LegislationRelevant Employees) on the Contractor's Final Staff List who is a Transferring Employee, their:
2.4.1 pay slip data for the most recent month;
2.4.2 cumulative pay for tax and pension purposes;
2.4.3 cumulative tax paid;
2.4.4 tax code;
2.4.5 voluntary deductions from pay; and
2.4.6 bank or building society account details for payroll purposes.
2.5 In connection with a Relevant Transfer, the parties agree that:
2.5.1 the Contractor shall perform and discharge all its obligations in respect of all the Transferring Employees and their representatives for its own account up to and including the Service Transfer Date.
2.5.2 The Contractor shall indemnify the Authority and any Replacement Contractor in full for and against all claims costs, expenses or liabilities whatsoever and howsoever arising, incurred or suffered by the Authority or any Replacement Contractor including without limitation all legal expenses and other professional fees (together with any VAT thereon) in relation to:
2.5.2.1 the Contractor's failure to perform and discharge any such obligation;
2.5.2.2 any act or omission by the Contractor on or before the Service Transfer Date or any other matter, event or circumstance occurring before the Service Transfer Date;
2.5.2.3 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contributions and otherwise) payable in respect of any period on or before the Service Transfer Date;
2.5.2.4 14.2.9.2 any claim arising out act or omission of the provision of, Board or proposal by any Sub-Contractor in respect of the Contractor Relevant Employees in the period up to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or before and including the Service Transfer Date;
2.5.2.5 14.2.9.3 any claim made person who is or has been employed or engaged by the Board or any Sub-Contractor in respect connection with the provision of any person employed or formerly employed by of the Contractor other than a Transferring Employee for which it is alleged the Authority or any Replacement Contractor may be liable by virtue of this Contract and/or the TUPE RegulationsServices;
2.5.2.6 14.2.9.4 any act trade union or staff association or employee representative (whether such claim arises as a result of any act, fault or omission of the Board and/or any Sub-Contractor);
14.2.9.5 any breach by the Board or any Sub-Contractor in relation to its of its/their obligations under Regulation 11 Regulations 13 or 14 of TUPE; or
14.2.9.6 any claim by any person other than a Relevant Employee that their contract of employment or any liabilities, rights or obligations thereunder has transferred from the TUPE Regulations, Board or in respect of an award of compensation under Regulation 12 of the TUPE Regulations except any Sub-Contractor to the extent that the liability arises from the Authority Council or to any Replacement Contractor's failure to comply with Regulation 11 of the TUPE Regulations; and
2.5.2.7 any statement communicated to or action done by the Contractor or in respect of, any Transferring Employee Service Provider on or before the Service Transfer Date regarding the Service Transfer which has not been agreed in advance with the Authority in writing.
2.6 The Contractor shall indemnify the Authority and pursuant to TUPE (including any Replacement Contractor in respect of any claims Employment Liabilities arising from any act or omission the termination of the Contractor in relation to any other Contractorsuch person's Staff who is not a Transferring Employee during any period employment whether before, before on or after the Service Transfer Date).
2.7 The Authority shall indemnify the Contractor against all claims arising from the Authority's failure to perform and discharge any obligation and against any Claims in respect of any Transferring Employees arising from or as a result of:
2.7.1 any act or omission by the Authority relating to a Transferring Employee occurring on or after the Service Transfer Date; and
2.7.2 all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contribution and otherwise) accrued and payable after the Service Transfer Date.
2.7.3 any claim arising out of the provision of, or proposal by the Authority to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or after the Service Transfer Date; and
2.7.4 any act or omission of the Authority in relation to its obligations under Regulation 11 of the TUPE Regulations.
2.8 14.2.10 The parties shall co-operate to ensure that any requirement requirements to inform and consult with the employees and or and/or employee representatives in relation to any Relevant Transfer will be fulfilled.
2.9 14.2.11 The parties agree that the Contracts (Rights of Third Parties) Xxx 0000 Act 1999 shall apply to paragraphs 2.4 clause 14.2.2 to 2.8 (inclusive) 14.2.10, to the extent necessary to ensure that any Replacement Contractor Service Provider shall have the right to enforce the obligations owed to, and indemnities given to, the Replacement Contractor Service Provider by the Contractor Board or the Council in its own right under section 1(1) of the Contracts (Rights of Third Parties) Xxx 0000Act 1999.
2.10 If14.2.12 Despite clause 14.2.11, in it is expressly agreed that the event parties may by agreement rescind or vary any terms of a Service Transfer this Agreement without the consent of any other person who has the right to which the TUPE Regulations do not apply the following provisions shall apply:
2.10.1 the Authority enforce its terms or the Replacement Contractor can, at its discretion, make an offer term in writing to any of the employees listed on the Contractorquestion despite that such rescission or variation may extinguish or alter that person's Provisional Staff List or any Contractor's Staff assigned to the Services, to employ entitlement under that employee under a new contract of employment to take effect at the earliest reasonable opportunity;
2.10.2 when the offer has been made by the Authority or Replacement Contractor and accepted by any employee or worker, the Contractor shall permit the employee or worker to leave his or her employment, as soon as practicable depending on the business needs of the Contractor which could be without the employee or worker having worked his full notice period, if the employee so requests and where operational obligations allow;
2.10.3 if the employee does not accept an offer of employment made by the Authority or Replacement Contractor, the employee shall remain employed by the Contractor and all claims in relation to the employee shall remain with the Contractor; and
2.10.4 if the Authority or the Replacement Contractor does not make an offer to any employee on the Contractor's Provisional Staff List or any Contractor's Staff, then that employee and all claims in relation to that employee remains with the Contractorright.
Appears in 1 contract
Samples: Governance Agreement
EMPLOYMENT EXIT PROVISIONS. 2.1 The Contractor agrees that, subject to compliance with the Data Protection Legislation:
2.1.1 : within 20 days of the earliest of:
(i) : receipt of a notification from the Authority of a Service Transfer or intended Service Transfer; or
(ii) or receipt of the giving of notice of early termination of this Contract or any part thereof; or
(iii) or the date which is 6 months before the expiry of the Initial Contract Period or any renewal term, and, in any event, on receipt of a written request of the Authority at any time, it shall provide the Contractor's Provisional Staff List and the Staffing Information to the Authority or, at the direction of the Authority, to a Replacement Contractor and it shall provide an updated Contractor's Provisional Staff List when reasonably requested by the Authority or, any Replacement Contractor;
2.1.2 ; at least 14 days prior to the Service Transfer Date, the Contractor shall prepare and provide to the Authority and/or, at the direction of the Authority, to the Replacement Contractor, the Contractor's Final Staff List, which shall be complete and accurate in all material respects. The Contractor's Final Staff List shall identify which of the Contractor's Staff named are Transferring Employees;
2.1.3 ; the Authority shall be permitted to use and disclose the Contractor's Provisional Staff List, the Contractor's Final Staff List and the Staffing Information for informing any Tenderer tenderer or other prospective Replacement Contractor for any services which are substantially the same type of services (or any part thereof) as the Services; and
2.1.4 and upon reasonable request by the Authority the Contractor shall provide the Authority or at the request of the Authority, the Replacement Contractor, with access (on reasonable notice and during normal working hours) to such employment records (and provide copies) as the Authority reasonably requests.
2.2 . The Contractor warrants that the Contractor's Provisional Staff List, the Contractor's Final Staff List and the Staffing Information will be true and accurate in all material respects.
2.3 . From the date of the earliest event referred to in paragraph 2.1.1 of this Schedule 6XY, the Contractor agrees that it shall not without the prior written consent of the Authority, assign any person to the provision of the Services (or the relevant part) which is the subject of a Service Transfer who is not listed in the Contractor's Provisional Staff List and shall not without the prior written consent of the Authority (such consent not to be unreasonably withheld or delayed):
2.3.1 ): increase the total number of employees listed on the Contractor's Provisional Staff List save for fulfilling assignments and projects previously scheduled and agreed with the Authority;
2.3.2 ; make, propose or permit any changes to the terms and conditions of employment of any employees listed on the Contractor's Provisional Staff List;
2.3.3 ; increase the proportion of working time spent on the Services (or the relevant part) by any of the Contractor's Staff save for fulfilling assignments and projects previously scheduled and agreed with the Authority;
2.3.4 ; introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the Contractor's Provisional Staff List; and
2.3.5 and replace any of the Contractor's Staff listed on the Contractor's Provisional Staff List or deploy any other person to perform the Services (or the relevant part) or increase the number of employees or terminate or give notice to terminate the employment or contracts of any persons on the Contractor's Provisional Staff List. The Contractor will promptly notify the Authority or, at the direction of the Authority, the Replacement Contractor of any notice to terminate employment received from any persons listed on the Contractor's Provisional Staff List regardless of when such notice takes effect.
2.4 . At least 14 days before the expected Service Transfer Date, the Contractor shall provide to the Authority or any Replacement Contractor, in respect of each person (subject to compliance with Data Protection Legislation) on the Contractor's Final Staff List who is a Transferring Employee, their:
2.4.1 : pay slip data for the most recent month;
2.4.2 ; cumulative pay for tax and pension purposes;
2.4.3 ; cumulative tax paid;
2.4.4 ; tax code;
2.4.5 ; voluntary deductions from pay; and
2.4.6 and bank or building society account details for payroll purposes.
2.5 . In connection with a Relevant Transfer, the parties agree that:
2.5.1 : the Contractor shall perform and discharge all its obligations in respect of all the Transferring Employees and their representatives for its own account up to and including the Service Transfer Date.
2.5.2 . The Contractor shall indemnify the Authority and any Replacement Contractor in full for and against all claims costs, expenses or liabilities whatsoever and howsoever arising, incurred or suffered by the Authority or any Replacement Contractor including without limitation all legal expenses and other professional fees (together with any VAT thereon) in relation to:
2.5.2.1 : the Contractor's failure to perform and discharge any such obligation;
2.5.2.2 ; any act or omission by the Contractor on or before the Service Transfer Date or any other matter, event or circumstance occurring before the Service Transfer Date;
2.5.2.3 ; all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contributions and otherwise) payable in respect of any period on or before the Service Transfer Date;
2.5.2.4 ; any claim arising out of the provision of, or proposal by the Contractor to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or before the Service Transfer Date;
2.5.2.5 ; any claim made by or in respect of any person employed or formerly employed by the Contractor other than a Transferring Employee for which it is alleged the Authority or any Replacement Contractor may be liable by virtue of this Contract and/or the TUPE Regulations;
2.5.2.6 ; any act or omission of the Contractor in relation to its obligations under Regulation 11 of the TUPE Regulations, or in respect of an award of compensation under Regulation 12 of the TUPE Regulations except to the extent that the liability arises from the Authority or Replacement Contractor's failure to comply with Regulation 11 of the TUPE Regulations; and
2.5.2.7 and any statement communicated to or action done by the Contractor or in respect of, any Transferring Employee on or before the Service Transfer Date regarding the Service Transfer which has not been agreed in advance with the Authority in writing.
2.6 . The Contractor shall indemnify the Authority and any Replacement Contractor in respect of any claims arising from any act or omission of the Contractor in relation to any other Contractor's Staff who is not a Transferring Employee during any period whether before, on or after the Service Transfer Date.
2.7 . The Authority shall indemnify the Contractor against all claims arising from the Authority's failure to perform and discharge any obligation and against any Claims in respect of any Transferring Employees arising from or as a result of:
2.7.1 : any act or omission by the Authority relating to a Transferring Employee occurring on or after the Service Transfer Date; and
2.7.2 and all and any claims in respect of all emoluments and outgoings in relation to the Transferring Employees (including without limitation all wages, bonuses, PAYE, National Insurance contributions, pension contribution and otherwise) accrued and payable after the Service Transfer Date.
2.7.3 . any claim arising out of the provision of, or proposal by the Authority to offer any change to any benefit, term or condition or working condition of any Transferring Employee arising on or after the Service Transfer Date; and
2.7.4 and any act or omission of the Authority in relation to its obligations under Regulation 11 of the TUPE Regulations.
2.8 . The parties shall co-operate to ensure that any requirement to inform and consult with the employees and or employee representatives in relation to any Relevant Transfer will be fulfilled.
2.9 The parties agree that the Contracts (Rights of Third Parties) Xxx 0000 shall apply to paragraphs 2.4 to 2.8 (inclusive) to the extent necessary to ensure that any Replacement Contractor shall have the right to enforce the obligations owed to, and indemnities given to, the Replacement Contractor by the Contractor in its own right under section 1(1) of the Contracts (Rights of Third Parties) Xxx 0000.
2.10 If, in the event of a Service Transfer to which the TUPE Regulations do not apply the following provisions shall apply:
2.10.1 the Authority or the Replacement Contractor can, at its discretion, make an offer in writing to any of the employees listed on the Contractor's Provisional Staff List or any Contractor's Staff assigned to the Services, to employ that employee under a new contract of employment to take effect at the earliest reasonable opportunity;
2.10.2 when the offer has been made by the Authority or Replacement Contractor and accepted by any employee or worker, the Contractor shall permit the employee or worker to leave his or her employment, as soon as practicable depending on the business needs of the Contractor which could be without the employee or worker having worked his full notice period, if the employee so requests and where operational obligations allow;
2.10.3 if the employee does not accept an offer of employment made by the Authority or Replacement Contractor, the employee shall remain employed by the Contractor and all claims in relation to the employee shall remain with the Contractor; and
2.10.4 if the Authority or the Replacement Contractor does not make an offer to any employee on the Contractor's Provisional Staff List or any Contractor's Staff, then that employee and all claims in relation to that employee remains with the Contractor.
Appears in 1 contract
Samples: Professional Services
