Guidance Notes. The number of the clause which requires the data is shown in the left hand column for each statement however other clauses may also use the same data
Guidance Notes. We rely on the information you gave us being correct and complete. If it was not, you may not be covered by this Insurance. You must tell us about changes in the information you gave us. If you do not, you may not be covered by this Insurance. You must also tell us about any changes you want us to make to this document.
Guidance Notes. Applicable Programs
Guidance Notes. This clause is an optional clause where Key Individuals can be identified before contract award. If deleting this clause, delete the Key Individuals Schedule and all fields relating to Key Individuals. Offers of Employment For the Term and for a period of twelve (12) months thereafter the Service Provider must not employ or offer employment to any of the Purchaser’s employees who have been associated with this Contract and/or the contract management of this Contract without the Purchaser’s prior approval. This clause does not prevent the Service Provider from employing or offering employment to any person who has applied for employment in response to an advertisement placed in the normal course of business and not placed with the objective of soliciting the Purchaser’s employees. Guidance notes: This is a non-solicitation clause to prevent the Service Provider from “poaching” Purchaser employees. It does not prevent recruitment following an advertisement in the normal course. Staff transfer at commencement The Parties agree that the commencement of the provision of the Services by the Service Provider does not involve a Relevant Transfer. However if a Relevant Transfer takes place the following provisions of this clause apply. OR (I.E. DELETE THE FOREGOING TWO SENTENCES OR THE FOLLOWING DEPENDING ON WHAT IS APPLICABLE) The Parties agree that the commencement of the provision of the Services by the Service Provider may constitute a Relevant Transfer in respect of the Incoming Employees. The Service Provider is responsible for all emoluments and outgoings in respect of the Incoming Employees (including all wages, bonuses, commission, premiums, subscriptions, pay as you earn and national insurance contributions and pension contributions) which are attributable in whole or in part to the period from the date of the Relevant Transfer, including bonuses or commission which are payable on or before the date of the Relevant Transfer but attributable in whole or in part to the period from the date of the Relevant Transfer. The Service Provider indemnifies the Purchaser and the transferor against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and any other liabilities which the Purchaser and the transferor may incur in respect of the emoluments and outgoings referred to in clause 30.2. The Service Provider indemnities the Purchaser and the Transferor for any failure by the Service Provider to comply with its obligations under TUPE....
Guidance Notes. Service Providers may have many “clients” and it is critical that the Service Provider focuses on the Purchaser’s interests when performing the Contract. Similarly, a Service Provider may have a bias to use a third party’s goods or services that might not be the cheapest/best for the Purchaser. Actual or potential conflicts of interest must therefore be avoided and disclosed.
Guidance Notes. The function of this clause is to prevent any part of the contract that is held to be illegal from “infecting” the rest of the contract. Case law on the extent to which an illegal provision is severable or “infecting” is unclear, so it is better to make express contractual provision.
Guidance Notes. Clause 68.1 allows the Purchaser to recover retendering costs after having to terminate the contract for Default. See also clause 12 (Recovery of Sums Due) which will allow the Purchaser to set-off sums due to the Service Provider under the Contract or otherwise. Please note that “expiry or termination” includes the making of a Judicial Order. Clause 68.2 is intended to make it clear that no compensatory payments are to be made to the Service Provider on expiry/termination/Judicial Order except as specifically provided elsewhere. Other consequences of termination or expiry are detailed in (Exit Management).
Guidance Notes. This is a standard clause with the contract made subject to Scots law and Scots jurisdiction. There are only limited circumstances however in which the Scottish courts will be able to hear a dispute because clause 61 (Dispute Resolution) provides for formal dispute resolution by way of arbitration under the Arbitration (Scotland) Xxx 0000. One of the founding principles of the Act is that the courts should not intervene in an arbitration except as provided by the Act. Conventionally, this is the last clause in a Scottish contract.
Guidance Notes. A Service Provider could conceivably discharge its primary contractual obligations by breaching the law e.g. by paying its staff less than the statutory minimum wage or by entering into anti-competitive arrangements. There is a general public interest in upholding and complying with the law and as such this clause makes it a breach of contract for the Service Provider to breach any applicable law or regulatory requirement when performing its obligations under the Contract. If a Service Provider is involved in a public controversy it may be that the Purchaser can rely on this clause to hold the Service Provider to be in breach of contract. But please note that this clause only relates to the Service Provider’s activities under the Contract. In particular, consider whether special provision needs to be made regarding compliance with tax obligations and tax avoidance. This could be included as an obligation on the Service Provider or as a warranty by the Service Provider.
Guidance Notes. These payment terms may be amended as required to reflect the agreed arrangement. Payment terms in sub-contracts are addressed in clause 41 (Sub-Contracting).
