Price variation. The Contract price may not be increased throughout the first twelve (12) months of the Contract. The Contract price will be reviewed annually on the anniversary of the Commencement date solely for the purpose of maintaining ‘cost neutral’ status or a reduction in cost which the Contractor is able to pass on, (any request for cost increase will be rejected unless exceptional evidence can be advanced by the Contractor, which the Authority may review at its discretion). Performance and obligations of the Contractor The Contractor shall carry out the Services in accordance with the Service specification and the Contract. Unless otherwise specified in the Contract, the Contractor shall use first class quality materials and workmanship and undertakes that the design, workmanship and materials used will be fit to achieve the purpose for which the Services are required, either as specified by the Authority expressly in the Contract or as may be implied from the Contract, and the Contractor further acknowledges that in performing the Services the Authority is reliant upon the Contractor exercising all reasonable skill, care and diligence in the performance and discharge of the Services. The Contractor shall provide all supervision, labour, materials, transport, plant, tools, equipment and facilities necessary to perform the Services in accordance with the Contract. The Contractor shall proceed with the carrying out of the Services regularly, diligently and in accordance with such programme as may be included in the Contract. If the Contract contains specific dates or periods by which any part of the Services is to be completed the Contractor shall complete such parts by such dates. Unless otherwise provided for the Contractor shall not deliver any items to the Premises or remove any items belonging to the Authority from the Premises without having first obtained written permission from the Authority. The Contractor shall maintain written records of all items so delivered or removed. The Contractor shall be deemed to have inspected the Premises and to have satisfied himself of the conditions and all circumstances affecting the Premises and the carrying out of the Services. Accordingly no claim by the Contractor for additional payment or extension of time will be allowed on the grounds of any matter relating to the Premises or as to the circumstances or conditions under which the Services are to be provided. Contract management The Contractor and the Authority shall comply with their respective contract management obligations set out in Schedule 5 of the Contract (‘Contract management’). Contractor’s staff The Contractor must employ sufficient staff to ensure that the Services are provided in accordance with the Specification at all times. The Contractor must ensure that a sufficient reserve of staff is available to provide the Services during planned and unplanned staff absences. The Contractor must employ for the purposes of this Contract only such persons as are careful, skilled and experienced in the duties required of them, and must ensure that every such person is properly and sufficiently trained and instructed and carries out the Services with regard to: the task that person has to perform; all relevant provisions of the Contract; all relevant rules, policies, procedures and standards of the Authority; fire risks and fire precautions; the need to observe the highest standards of hygiene, courtesy and consideration; and the requirements of the Health and Safety at Work Act 1974 and other relevant legislation and codes of practice. The Contractor must provide its staff with a form of identity acceptable to the Authority and must ensure that they display that identity on their clothing at all times when they are on the Authority’s Premises. The Contractor must ensure that its staff do not smoke on the Authority’s Premises except where smoking is expressly permitted. The Contractor must remove any of its staff from the Authority’s Premises if on grounds of efficiency or public interest the Authority requests it to do so. The Contractor shall comply with any staff vetting procedures (‘Staff vetting procedures’) notified in writing to the Contractor by the Authority in respect of all Contractor personnel employed or engaged in the provision of the Services. Where Contractor personnel employed or engaged in the provision of the Services have not been vetted to the standard set out in the Staff vetting procedures, the Authority may require that such personnel immediately cease providing the Services or any part thereof. The Contractor shall ensure that no person who discloses that he has a conviction (other than motoring offences), or who is found by the Contractor to have any convictions (other than motoring offences) whether as a result of a police check or through the Criminal Records Bureau procedures or otherwise, is employed or engaged in the provision of any part of the Services without the Authority's prior and express written consent. Liaison The Contractor shall appoint a representative (the ‘Contractor’s representative’) and such appointment shall be notified to the Authority. The Contractor’s representative shall be responsible for liaison with the Authority. The Authority shall appoint a representative (the ‘Authority representative’) and such appointment shall be notified to the contractor. The Authority shall not be liable for any instructions issued by any person other than its representative. Access for the Contractor The Authority shall give the Contractor access to the Premises for the purpose of carrying out the Services at such times as may be specified in the Contract or, if not so specified, as may reasonably be required by the Contractor to carry out the Services in accordance with the Contract. While on the Premises, the Contractor shall comply strictly with all applicable statutory enactments and regulations, the Authority’s applicable policies and procedures (copies of which are available to the Contractor on request) and instructions from the Authority. The Authority shall have the right to require the Contractor to remove immediately from the Premises any employee or sub-contractor who has: Failed to comply with any of the applicable enactment’s, regulations, policies, procedures or instructions; or In the sole opinion of the Authority has not conducted himself appropriately or been negligent or incompetent; without thereby incurring any responsibility to the Contractor for any additional costs or time. The Contractor shall be solely responsible for the suitability and safety of any equipment or tools used by him and shall not use any equipment or tools, which may be unsuitable, unsafe, or likely to cause damage. The Authority may inspect any such equipment or tools at any time and may require the Contractor to remove from the Premises, any which in the sole opinion of the Authority are unsuitable, unsafe, or likely to cause damage and replace the same, without incurring any responsibility to the Contractor for additional cost or time. At all times when employees of the Contractor are present on the Premises they shall have present a competent supervisor and any instructions given by the Authority to that supervisor shall be considered as given to the Contractor. The Contractor shall be responsible for the obtaining of any wayleaves, permissions, approvals and licences as required for any installation works to take place in locations outside of the Premises. Sub-contracting and assignment The Contractor shall not assign, pledge, transfer or sub-let any part of the Contract without the prior written consent of the Authority, other than for the purchase of standard materials or for items the manufacturer or supplier of which is named in the Contract. The Contractor shall be as fully responsible for the acts and defaults of any Sub-contractor as if they were his own. Neither party shall assign any of its obligations under the Contract without the prior written consent of the other party, which shall not be unreasonably withheld or delayed. Where the Contractor enters into a sub-contract with a Sub-contractor for the purpose of performing the Services, it shall cause a term to be included in such a sub-contract which requires payment to be made of undisputed sums by the Contractor to the Sub-contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoice. Progress and inspection The Authority shall have the right to inspect the provision of Services at any time whether on the Premises or in the works of the Contractor or Sub-Contractor and to reject any aspect of the Services which is not in accordance with the Contract. The Contractor shall forthwith replace or re-execute any aspect of the Services so rejected. Any such inspection or testing shall not relieve the Contractor of any of his obligations under the Contract. Passing of property and risk The title in any goods delivered by the Contractor to the Authority shall pass to the Authority on delivery of the goods to the Premises. Unless otherwise provided for in the Contract the risk in any goods which are to be delivered by the Contractor to the Authority shall pass to the Authority on acceptance by the Authority of such goods in accordance with Clause 14. Where goods belonging to the Authority are to be sent to the Contractor’s works for overhaul, repair or cleaning such goods shall be at the risk of the Contractor from the time that they are handed over to the Contractor at the Premises until they have been delivered back to the Premises to the reasonable satisfaction of the Authority. The title in such goods shall at all times remain with the Authority and the Contractor shall clearly mark such goods as belonging to the Authority and keep them separate from all other goods in the Contractor’s possession. The Contractor shall be strictly responsible for the care of any goods belonging to the Authority whilst the Contractor is carrying out work on such goods on the Premises, including the remedying of defects under Clause 14 below and such obligation of care shall include the leaving of such goods in a safe and proper condition when the Contractor ceases such work. Confidentiality Without prejudice to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information, the Authority and the Contractor acknowledge that any Confidential Information originating from: the Authority, its servants or agents is the property of the Authority; and the Contractor, its employees, servants or agents is the property of the Contractor. The Contractor and the Authority shall procure that: any person employed or engaged by them (in connection with this Contract in the course of such employment or engagement) shall only use Confidential information for the purposes of this Contract; any person employed or engaged by them in connection with this Contract shall not, in the course of such employment or engagement, disclose any Confidential information to any third party without the prior written consent of the other party; they shall take all necessary precautions to ensure that all Confidential information is treated as confidential and not disclosed (save as aforesaid) or used other than for the purposes of this Contract by their employees, servants, agents or Sub-contractors; and without prejudice to the generality of the foregoing neither the Authority nor the Contractor nor any person engaged by them whether as a servant or a consultant or otherwise shall use the Confidential Information for the solicitation of business from the other or from any third party. The provisions of this Clause shall not apply to any information which: is or becomes public knowledge other than by breach of this Clause; or is in the possession of the recipient without restriction in relation to disclosure before the date of receipt from the disclosing party; or is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; or is independently developed without access to the Confidential information; or must be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the party making the disclosure, including any requirements for disclosure under the Freedom of Information Act 2000 or the Environmental Information Regulations 2004; or is required to be disclosed by a competent regulatory authority (including the Law Society or Solicitors Disciplinary Tribunal) or pursuant to any applicable rules of professional conduct. Nothing in this Clause shall be deemed or construed to prevent the Authority from disclosing any Confidential information obtained from the Contractor: to any other department, office or agency of Her Majesty’s Government (‘Crown Bodies’), provided that the Authority has required that such information is treated as confidential by such Crown Bodies and their servants, including requiring servants to enter into a confidentiality agreement prior to disclosure of the Confidential information whereupon the Authority shall have no further liability for breach of confidentiality in respect of the departments, offices and agencies. All Crown Bodies in receipt of such Confidential information shall be considered as parties to this Contract within Section 10 of the Agreements (Rights of Third Parties) Act 1999 for the purpose only of being entitled to further disclose the Confidential information to other Crown Bodies on such terms; and to any Consultant, Contractor or other person engaged by the Authority in connection herewith, provided that the Authority shall have required that such information be treated as confidential by such Consultant, Contractor or other person, together with their servants, including requiring servants to enter into a confidentiality agreement prior to disclosure of the Confidential information whereupon the Authority shall have no further liability for breach of confidentiality in respect of Consultants, Contractors or other people. Nothing in this Clause shall prevent the Contractor or the Authority from using data processing techniques, ideas and know-how gained during the performance of this Contract in the furtherance of its normal business, to the extent that this does not relate to a disclosure of Confidential information or an infringement by the Authority or the Contractor of any Intellectual property rights. Acceptance Where the Contract provides for the Services to be carried out to any specified standard or performance requirement, the Authority shall carry out such examination or tests of the Services, or as the Authority may reasonably consider appropriate, in order to satisfy himself that the Services have been performed to the standards or performance requirements specified in the Contract. If no such standards or performance requirements are so specified, the Authority shall nevertheless inspect or examine the Services to satisfy himself that the same have been performed to his reasonable satisfaction. Such tests or examination shall be carried out by the Authority either at such time as may be specified or, if no time is specified, within a reasonable time after the Services have been performed. Any such examination or tests shall be carried out using the test methods, procedures and instrumentation as may be specified in the Contract, or, if none are so specified, using test methods and procedures as the Authority may reasonably require having regard to the general good practice in the industry concerned. If the Services satisfy such tests or examination or if no such tests or examination are specified, then after the Services have been performed to the Authority’s reasonable satisfaction, the Authority will accept the Services. If the Services do not satisfy such tests or examination or, if none are specified, are not performed to his reasonable satisfaction, then the Authority may reject the Services and require that the Contractor carry out such further improvements as may be necessary so that the Services achieve the required standard or performance requirements, or if none are specified, are performed to the Authority’s reasonable satisfaction. Once the Contractor has carried out such improvements and advised the Authority accordingly, the Auth
Appears in 6 contracts
Sources: General Terms and Conditions for Services, General Terms and Conditions for Services, General Terms and Conditions for Services
Price variation. The Contract price may not be increased throughout the first twelve (12) months of the Contract. The Contract price will be reviewed annually on the anniversary of the Commencement date solely for the purpose of maintaining ‘cost neutral’ status or a reduction in cost which the Contractor is able to pass on, (any request for cost increase will be rejected unless exceptional evidence can be advanced by the Contractor, which the Authority may review at its discretion). Performance and obligations of the Contractor The Contractor shall carry out the Services in accordance with the Service specification and the Contract. Unless otherwise specified in the Contract, the Contractor shall use first class quality materials and workmanship and undertakes that the design, workmanship and materials used will be fit to achieve the purpose for which the Services are required, either as specified by the Authority expressly in the Contract or as may be implied from the Contract, and the Contractor further acknowledges that in performing the Services the Authority is reliant upon the Contractor exercising all reasonable skill, care and diligence in the performance and discharge of the Services. The Contractor shall provide all supervision, labour, materials, transport, plant, tools, equipment and facilities necessary to perform the Services in accordance with the Contract. The Contractor shall proceed with the carrying out of the Services regularly, diligently and in accordance with such programme as may be included in the Contract. If the Contract contains specific dates or periods by which any part of the Services is to be completed the Contractor shall complete such parts by such dates. Unless otherwise provided for the Contractor shall not deliver any items to the Premises or remove any items belonging to the Authority from the Premises without having first obtained written permission from the Authority. The Contractor shall maintain written records of all items so delivered or removed. The Contractor shall be deemed to have inspected the Premises and to have satisfied himself of the conditions and all circumstances affecting the Premises and the carrying out of the Services. Accordingly no claim by the Contractor for additional payment or extension of time will be allowed on the grounds of any matter relating to the Premises or as to the circumstances or conditions under which the Services are to be provided. Contract management The Contractor and the Authority shall comply with their respective contract management obligations set out in Schedule 5 of the Contract (‘Contract management’). Contractor’s staff The Contractor must employ sufficient staff to ensure that the Services are provided in accordance with the Specification at all times. The Contractor must ensure that a sufficient reserve of staff is available to provide the Services during planned and unplanned staff absences. The Contractor must employ for the purposes of this Contract only such persons as are careful, skilled and experienced in the duties required of them, and must ensure that every such person is properly and sufficiently trained and instructed and carries out the Services with regard to: the task that person has to perform; all relevant provisions of the Contract; all relevant rules, policies, procedures and standards of the Authority; fire risks and fire precautions; the need to observe the highest standards of hygiene, courtesy and consideration; and the requirements of the Health and Safety at Work Act 1974 and other relevant legislation and codes of practice. The Contractor must provide its staff with a form of identity acceptable to the Authority and must ensure that they display that identity on their clothing at all times when they are on the Authority’s Premises. The Contractor must ensure that its staff do not smoke on the Authority’s Premises except where smoking is expressly permitted. The Contractor must remove any of its staff from the Authority’s Premises if on grounds of efficiency or public interest the Authority requests it to do so. The Contractor shall comply with any staff vetting procedures (‘Staff vetting procedures’) notified in writing to the Contractor by the Authority in respect of all Contractor personnel employed or engaged in the provision of the Services. Where Contractor personnel employed or engaged in the provision of the Services have not been vetted to the standard set out in the Staff vetting procedures, the Authority may require that such personnel immediately cease providing the Services or any part thereof. The Contractor shall ensure that no person who discloses that he has a conviction (other than motoring offences), or who is found by the Contractor to have any convictions (other than motoring offences) whether as a result of a police check or through the Criminal Records Bureau procedures or otherwise, is employed or engaged in the provision of any part of the Services without the Authority's prior and express written consent. Liaison The Contractor shall appoint a representative (the ‘Contractor’s representative’) and such appointment shall be notified to the Authority. The Contractor’s representative shall be responsible for liaison with the Authority. The Authority shall appoint a representative (the ‘Authority representative’) and such appointment shall be notified to the contractor. The Authority shall not be liable for any instructions issued by any person other than its representative. Access for the Contractor The Authority shall give the Contractor access to the Premises for the purpose of carrying out the Services at such times as may be specified in the Contract or, if not so specified, as may reasonably be required by the Contractor to carry out the Services in accordance with the Contract. While on the Premises, the Contractor shall comply strictly with all applicable statutory enactments and regulations, the Authority’s applicable policies and procedures (copies of which are available to the Contractor on request) and instructions from the Authority. The Authority shall have the right to require the Contractor to remove immediately from the Premises any employee or sub-contractor who has: Failed to comply with any of the applicable enactment’s, regulations, policies, procedures or instructions; or In the sole opinion of the Authority has not conducted himself appropriately or been negligent or incompetent; without thereby incurring any responsibility to the Contractor for any additional costs or time. The Contractor shall be solely responsible for the suitability and safety of any equipment or tools used by him and shall not use any equipment or tools, which may be unsuitable, unsafe, or likely to cause damage. The Authority may inspect any such equipment or tools at any time and may require the Contractor to remove from the Premises, any which in the sole opinion of the Authority are unsuitable, unsafe, or likely to cause damage and replace the same, without incurring any responsibility to the Contractor for additional cost or time. At all times when employees of the Contractor are present on the Premises they shall have present a competent supervisor and any instructions given by the Authority to that supervisor shall be considered as given to the Contractor. The Contractor shall be responsible for the obtaining of any wayleaves, permissions, approvals and licences as required for any installation works to take place in locations outside of the Premises. Sub-contracting and assignment The Contractor shall not assign, pledge, transfer or sub-let any part of the Contract without the prior written consent of the Authority, other than for the purchase of standard materials or for items the manufacturer or supplier of which is named in the Contract. The Contractor shall be as fully responsible for the acts and defaults of any Sub-contractor as if they were his own. Neither party shall assign any of its obligations under the Contract without the prior written consent of the other party, which shall not be unreasonably withheld or delayed. Where the Contractor enters into a sub-contract with a Sub-contractor for the purpose of performing the Services, it shall cause a term to be included in such a sub-contract which requires payment to be made of undisputed sums by the Contractor to the Sub-contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoice. Progress and inspection The Authority shall have the right to inspect the provision of Services at any time whether on the Premises or in the works of the Contractor or Sub-Contractor and to reject any aspect of the Services which is not in accordance with the Contract. The Contractor shall forthwith replace or re-execute any aspect of the Services so rejected. Any such inspection or testing shall not relieve the Contractor of any of his obligations under the Contract. Passing of property and risk The title in any goods delivered by the Contractor to the Authority shall pass to the Authority on delivery of the goods to the Premises. Unless otherwise provided for in the Contract the risk in any goods which are to be delivered by the Contractor to the Authority shall pass to the Authority on acceptance by the Authority of such goods in accordance with Clause 14. Where goods belonging to the Authority are to be sent to the Contractor’s works for overhaul, repair or cleaning such goods shall be at the risk of the Contractor from the time that they are handed over to the Contractor at the Premises until they have been delivered back to the Premises to the reasonable satisfaction of the Authority. The title in such goods shall at all times remain with the Authority and the Contractor shall clearly mark such goods as belonging to the Authority and keep them separate from all other goods in the Contractor’s possession. The Contractor shall be strictly responsible for the care of any goods belonging to the Authority whilst the Contractor is carrying out work on such goods on the Premises, including the remedying of defects under Clause 14 below and such obligation of care shall include the leaving of such goods in a safe and proper condition when the Contractor ceases such work. Confidentiality Without prejudice to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information, the Authority and the Contractor acknowledge that any Confidential Information originating from: the Authority, its servants or agents is the property of the Authority; and the Contractor, its employees, servants or agents is the property of the Contractor. The Contractor and the Authority shall procure that: any person employed or engaged by them (in connection with this Contract in the course of such employment or engagement) shall only use Confidential information for the purposes of this Contract; any person employed or engaged by them in connection with this Contract shall not, in the course of such employment or engagement, disclose any Confidential information to any third party without the prior written consent of the other party; they shall take all necessary precautions to ensure that all Confidential information is treated as confidential and not disclosed (save as aforesaid) or used other than for the purposes of this Contract by their employees, servants, agents or Sub-contractors; and without prejudice to the generality of the foregoing neither the Authority nor the Contractor nor any person engaged by them whether as a servant or a consultant or otherwise shall use the Confidential Information for the solicitation of business from the other or from any third party. The provisions of this Clause shall not apply to any information which: is or becomes public knowledge other than by breach of this Clause; or is in the possession of the recipient without restriction in relation to disclosure before the date of receipt from the disclosing party; or is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; or is independently developed without access to the Confidential information; or must be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the party making the disclosure, including any requirements for disclosure under the Freedom of Information Act 2000 or the Environmental Information Regulations 2004; or is required to be disclosed by a competent regulatory authority (including the Law Society or Solicitors Disciplinary Tribunal) or pursuant to any applicable rules of professional conduct. Nothing in this Clause shall be deemed or construed to prevent the Authority from disclosing any Confidential information obtained from the Contractor: to any other department, office or agency of Her Majesty’s Government (‘Crown Bodies’), provided that the Authority has required that such information is treated as confidential by such Crown Bodies and their servants, including requiring servants to enter into a confidentiality agreement prior to disclosure of the Confidential information whereupon the Authority shall have no further liability for breach of confidentiality in respect of the departments, offices and agencies. All Crown Bodies in receipt of such Confidential information shall be considered as parties to this Contract within Section 10 1 of the Agreements (Rights of Third Parties) Act 1999 for the purpose only of being entitled to further disclose the Confidential information to other Crown Bodies on such terms; and to any Consultant, Contractor or other person engaged by the Authority in connection herewith, provided that the Authority shall have required that such information be treated as confidential by such Consultant, Contractor or other person, together with their servants, including requiring servants to enter into a confidentiality agreement prior to disclosure of the Confidential information whereupon the Authority shall have no further liability for breach of confidentiality in respect of Consultants, Contractors or other people. Nothing in this Clause shall prevent the Contractor or the Authority from using data processing techniques, ideas and know-how gained during the performance of this Contract in the furtherance of its normal business, to the extent that this does not relate to a disclosure of Confidential information or an infringement by the Authority or the Contractor of any Intellectual property rights. Acceptance Where the Contract provides for the Services to be carried out to any specified standard or performance requirement, the Authority shall carry out such examination or tests of the Services, or as the Authority may reasonably consider appropriate, in order to satisfy himself that the Services have been performed to the standards or performance requirements specified in the Contract. If no such standards or performance requirements are so specified, the Authority shall nevertheless inspect or examine the Services to satisfy himself that the same have been performed to his reasonable satisfactionin accordance with the Contract. Such tests or examination shall be carried out by the Authority either at such time as may be specified or, if no time is specified, within a reasonable time after the Services have been performed. Any such examination or tests shall be carried out using the test methods, procedures and instrumentation as may be specified in the Contract, or, if none are so specified, using test methods and procedures as the Authority may reasonably require having regard to the general good practice in the industry concerned. If the Services satisfy such tests or examination or if no such tests or examination are specified, then after the Services have been performed to in accordance with the Authority’s reasonable satisfactionContract, the Authority will accept the Services. If the Services do not satisfy such tests or examination or, if none are specified, are not performed to his reasonable satisfactionin accordance with the Contract, then the Authority may reject the Services and require that the Contractor carry out such further improvements as may be necessary so that the Services achieve the required standard or performance requirements, or if none are specified, are performed to the Authority’s reasonable satisfaction. Once the Contractor has carried out such improvements and advised the Authority accordingly, the AuthAuthority will
Appears in 1 contract
Price variation. The Contract price may not be increased throughout the first twelve (12) months of the Contract. The Contract price will be reviewed annually on the anniversary of the Commencement date solely for the purpose of maintaining ‘cost neutral’ status or a reduction in cost which the Contractor is able to pass on, (any request for cost increase will be rejected unless exceptional evidence can be advanced by the Contractor, which the Authority may review at its discretion). Performance and obligations of the Contractor The Contractor shall carry out the Services in accordance with the Service specification and the Contract. Unless otherwise specified in the Contract, the Contractor shall use first class quality materials and workmanship and undertakes that the design, workmanship and materials used will be fit to achieve the purpose for which the Services are required, either as specified by the Authority expressly in the Contract or as may be implied from the Contract, and the Contractor further acknowledges that in performing the Services the Authority is reliant upon the Contractor exercising all reasonable skill, care and diligence in the performance and discharge of the Services. The Contractor shall provide all supervision, labour, materials, transport, plant, tools, equipment and facilities necessary to perform the Services in accordance with the Contract. The Contractor shall proceed with the carrying out of the Services regularly, diligently and in accordance with such programme as may be included in the Contract. If the Contract contains specific dates or periods by which any part of the Services is to be completed the Contractor shall complete such parts by such dates. Unless otherwise provided for the Contractor shall not deliver any items to the Premises or remove any items belonging to the Authority from the Premises without having first obtained written permission from the Authority. The Contractor shall maintain written records of all items so delivered or removed. The Contractor shall be deemed to have inspected the Premises and to have satisfied himself of the conditions and all circumstances affecting the Premises and the carrying out of the Services. Accordingly no claim by the Contractor for additional payment or extension of time will be allowed on the grounds of any matter relating to the Premises or as to the circumstances or conditions under which the Services are to be provided. Contract management The Contractor and the Authority shall comply with their respective contract management obligations set out in Schedule 5 of the Contract (‘Contract management’). Contractor’s staff The Contractor must employ sufficient staff to ensure that the Services are provided in accordance with the Specification at all times. The Contractor must ensure that a sufficient reserve of staff is available to provide the Services during planned and unplanned staff absences. The Contractor must employ for the purposes of this Contract only such persons as are careful, skilled and experienced in the duties required of them, and must ensure that every such person is properly and sufficiently trained and instructed and carries out the Services with regard to: the task that person has to perform; all relevant provisions of the Contract; all relevant rules, policies, procedures and standards of the Authority; fire risks and fire precautions; the need to observe the highest standards of hygiene, courtesy and consideration; and the requirements of the Health and Safety at Work Act 1974 ▇▇▇ ▇▇▇▇ and other relevant legislation and codes of practice. The Contractor must provide its staff with a form of identity acceptable to the Authority and must ensure that they display that identity on their clothing at all times when they are on the Authority’s Premises. The Contractor must ensure that its staff do not smoke on the Authority’s Premises except where smoking is expressly permitted. The Contractor must remove any of its staff from the Authority’s Premises if on grounds of efficiency or public interest the Authority requests it to do so. The Contractor shall comply with any staff vetting procedures (‘Staff vetting procedures’) notified in writing to the Contractor by the Authority in respect of all Contractor personnel employed or engaged in the provision of the Services. Where Contractor personnel employed or engaged in the provision of the Services have not been vetted to the standard set out in the Staff vetting procedures, the Authority may require that such personnel immediately cease providing the Services or any part thereof. The Contractor shall ensure that no person who discloses that he has a conviction (other than motoring offences), or who is found by the Contractor to have any convictions (other than motoring offences) whether as a result of a police check or through the Criminal Records Bureau procedures or otherwise, is employed or engaged in the provision of any part of the Services without the Authority's prior and express written consent. Liaison The Contractor shall appoint a representative (the ‘Contractor’s representative’) and such appointment shall be notified to the Authority. The Contractor’s representative shall be responsible for liaison with the Authority. The Authority shall appoint a representative (the ‘Authority representative’) and such appointment shall be notified to the contractor. The Authority shall not be liable for any instructions issued by any person other than its representative. Access for the Contractor The Authority shall give the Contractor access to the Premises for the purpose of carrying out the Services at such times as may be specified in the Contract or, if not so specified, as may reasonably be required by the Contractor to carry out the Services in accordance with the Contract. While on the Premises, the Contractor shall comply strictly with all applicable statutory enactments and regulations, the Authority’s applicable policies and procedures (copies of which are available to the Contractor on request) and instructions from the Authority. The Authority shall have the right to require the Contractor to remove immediately from the Premises any employee or sub-contractor who has: Failed to comply with any of the applicable enactment’s, regulations, policies, procedures or instructions; or In the sole opinion of the Authority has not conducted himself appropriately or been negligent or incompetent; without thereby incurring any responsibility to the Contractor for any additional costs or time. The Contractor shall be solely responsible for the suitability and safety of any equipment or tools used by him and shall not use any equipment or tools, which may be unsuitable, unsafe, or likely to cause damage. The Authority may inspect any such equipment or tools at any time and may require the Contractor to remove from the Premises, any which in the sole opinion of the Authority are unsuitable, unsafe, or likely to cause damage and replace the same, without incurring any responsibility to the Contractor for additional cost or time. At all times when employees of the Contractor are present on the Premises they shall have present a competent supervisor and any instructions given by the Authority to that supervisor shall be considered as given to the Contractor. The Contractor shall be responsible for the obtaining of any wayleaves, permissions, approvals and licences as required for any installation works to take place in locations outside of the Premises. Sub-contracting and assignment The Contractor shall not assign, pledge, transfer or sub-let any part of the Contract without the prior written consent of the Authority, other than for the purchase of standard materials or for items the manufacturer or supplier of which is named in the Contract. The Contractor shall be as fully responsible for the acts and defaults of any Sub-contractor as if they were his own. Neither party shall assign any of its obligations under the Contract without the prior written consent of the other party, which shall not be unreasonably withheld or delayed. Where the Contractor enters into a sub-contract with a Sub-contractor for the purpose of performing the Services, it shall cause a term to be included in such a sub-contract which requires payment to be made of undisputed sums by the Contractor to the Sub-contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoice. Progress and inspection The Authority shall have the right to inspect the provision of Services at any time whether on the Premises or in the works of the Contractor or Sub-Contractor and to reject any aspect of the Services which is not in accordance with the Contract. The Contractor shall forthwith replace or re-execute any aspect of the Services so rejected. Any such inspection or testing shall not relieve the Contractor of any of his obligations under the Contract. Passing of property and risk The title in any goods delivered by the Contractor to the Authority shall pass to the Authority on delivery of the goods to the Premises. Unless otherwise provided for in the Contract the risk in any goods which are to be delivered by the Contractor to the Authority shall pass to the Authority on acceptance by the Authority of such goods in accordance with Clause 14. Where goods belonging to the Authority are to be sent to the Contractor’s works for overhaul, repair or cleaning such goods shall be at the risk of the Contractor from the time that they are handed over to the Contractor at the Premises until they have been delivered back to the Premises to the reasonable satisfaction of the Authority. The title in such goods shall at all times remain with the Authority and the Contractor shall clearly mark ▇▇▇▇ such goods as belonging to the Authority and keep them separate from all other goods in the Contractor’s possession. The Contractor shall be strictly responsible for the care of any goods belonging to the Authority whilst the Contractor is carrying out work on such goods on the Premises, including the remedying of defects under Clause 14 below and such obligation of care shall include the leaving of such goods in a safe and proper condition when the Contractor ceases such work. Confidentiality Without prejudice to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information, the Authority and the Contractor acknowledge that any Confidential Information originating from: the Authority, its servants or agents is the property of the Authority; and the Contractor, its employees, servants or agents is the property of the Contractor. The Contractor and the Authority shall procure that: any person employed or engaged by them (in connection with this Contract in the course of such employment or engagement) shall only use Confidential information for the purposes of this Contract; any person employed or engaged by them in connection with this Contract shall not, in the course of such employment or engagement, disclose any Confidential information to any third party without the prior written consent of the other party; they shall take all necessary precautions to ensure that all Confidential information is treated as confidential and not disclosed (save as aforesaid) or used other than for the purposes of this Contract by their employees, servants, agents or Sub-contractors; and without prejudice to the generality of the foregoing neither the Authority nor the Contractor nor any person engaged by them whether as a servant or a consultant or otherwise shall use the Confidential Information for the solicitation of business from the other or from any third party. The provisions of this Clause shall not apply to any information which: is or becomes public knowledge other than by breach of this Clause; or is in the possession of the recipient without restriction in relation to disclosure before the date of receipt from the disclosing party; or is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; or is independently developed without access to the Confidential information; or must be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the party making the disclosure, including any requirements for disclosure under the Freedom of Information Act 2000 ▇▇▇ ▇▇▇▇ or the Environmental Information Regulations 2004; or is required to be disclosed by a competent regulatory authority (including the Law Society or Solicitors Disciplinary Tribunal) or pursuant to any applicable rules of professional conduct. Nothing in this Clause shall be deemed or construed to prevent the Authority from disclosing any Confidential information obtained from the Contractor: to any other department, office or agency of Her Majesty’s Government (‘Crown Bodies’), provided that the Authority has required that such information is treated as confidential by such Crown Bodies and their servants, including requiring servants to enter into a confidentiality agreement prior to disclosure of the Confidential information whereupon the Authority shall have no further liability for breach of confidentiality in respect of the departments, offices and agencies. All Crown Bodies in receipt of such Confidential information shall be considered as parties to this Contract within Section 10 1 of the Agreements (Rights of Third Parties) Act 1999 ▇▇▇ ▇▇▇▇ for the purpose only of being entitled to further disclose the Confidential information to other Crown Bodies on such terms; and to any Consultant, Contractor or other person engaged by the Authority in connection herewith, provided that the Authority shall have required that such information be treated as confidential by such Consultant, Contractor or other person, together with their servants, including requiring servants to enter into a confidentiality agreement prior to disclosure of the Confidential information whereupon the Authority shall have no further liability for breach of confidentiality in respect of Consultants, Contractors or other people. Nothing in this Clause shall prevent the Contractor or the Authority from using data processing techniques, ideas and know-how gained during the performance of this Contract in the furtherance of its normal business, to the extent that this does not relate to a disclosure of Confidential information or an infringement by the Authority or the Contractor of any Intellectual property rights. Acceptance Where the Contract provides for the Services to be carried out to any specified standard or performance requirement, the Authority shall carry out such examination or tests of the Services, or as the Authority may reasonably consider appropriate, in order to satisfy himself that the Services have been performed to the standards or performance requirements specified in the Contract. If no such standards or performance requirements are so specified, the Authority shall nevertheless inspect or examine the Services to satisfy himself that the same have been performed to his reasonable satisfactionin accordance with the Contract. Such tests or examination shall be carried out by the Authority either at such time as may be specified or, if no time is specified, within a reasonable time the 90 day period after the Services have been performed. Any such examination or tests shall be carried out using the test methods, procedures and instrumentation as may be specified in the Contract, or, if none are so specified, using test methods and procedures as the Authority may reasonably require having regard to the general good practice in the industry concerned. If the Services satisfy such tests or examination or if no such tests or examination are specified, then after the Services have been performed to in accordance with the Authority’s reasonable satisfactionContract, the Authority will accept the Services. If the Services do not satisfy such tests or examination or, if none are specified, are not performed to his reasonable satisfactionin accordance with the Contract, then the Authority may reject the Services and require that the Contractor carry out such further improvements as may be necessary so that the Services achieve the required standard or performance requirements, or if none are specified, are performed to the Authority’s reasonable satisfaction. Once the Contractor has carried out such improvements and advised the Authority accordingly, the AuthAuthority will then at the Contractor’s cost repeat the tests or examination, and if the Serv
Appears in 1 contract
Price variation. The Contract price may not be increased throughout the first twelve (12) months of the Contract. The Contract price will be reviewed annually on the anniversary of the Commencement date solely for the purpose of maintaining ‘cost neutral’ status or a reduction in cost which the Contractor is able to pass on, (any request for cost increase will be rejected unless exceptional evidence can be advanced by the Contractor, which the Authority may review at its discretion). Performance and obligations of the Contractor The Contractor shall carry out the Services in accordance with the Service specification and the Contract. Unless otherwise specified in the Contract, the Contractor shall use first class quality materials and workmanship and undertakes that the design, workmanship and materials used will be fit to achieve the purpose for which the Services are required, either as specified by the Authority expressly in the Contract or as may be implied from the Contract, and the Contractor further acknowledges that in performing the Services the Authority is reliant upon the Contractor exercising all reasonable skill, care and diligence in the performance and discharge of the Services. The Contractor shall provide all supervision, labour, materials, transport, plant, tools, equipment and facilities necessary to perform the Services in accordance with the Contract. The Contractor shall proceed with the carrying out of the Services regularly, diligently and in accordance with such programme as may be included in the Contract. If the Contract contains specific dates or periods by which any part of the Services is to be completed the Contractor shall complete such parts by such dates. Unless otherwise provided for the Contractor shall not deliver any items to the Premises or remove any items belonging to the Authority from the Premises without having first obtained written permission from the Authority. The Contractor shall maintain written records of all items so delivered or removed. The Contractor shall be deemed to have inspected the Premises and to have satisfied himself of the conditions and all circumstances affecting the Premises and the carrying out of the Services. Accordingly no claim by the Contractor for additional payment or extension of time will be allowed on the grounds of any matter relating to the Premises or as to the circumstances or conditions under which the Services are to be provided. Contract management The Contractor and the Authority shall comply with their respective contract management obligations set out in Schedule 5 of the Contract (‘Contract management’). Contractor’s staff The Contractor must employ sufficient staff to ensure that the Services are provided in accordance with the Specification at all times. The Contractor must ensure that a sufficient reserve of staff is available to provide the Services during planned and unplanned staff absences. The Contractor must employ for the purposes of this Contract only such persons as are careful, skilled and experienced in the duties required of them, and must ensure that every such person is properly and sufficiently trained and instructed and carries out the Services with regard to: the task that person has to perform; all relevant provisions of the Contract; all relevant rules, policies, procedures and standards of the Authority; fire risks and fire precautions; the need to observe the highest standards of hygiene, courtesy and consideration; and the requirements of the Health and Safety at Work Act 1974 ▇▇▇ ▇▇▇▇ and other relevant legislation and codes of practice. The Contractor must provide its staff with a form of identity acceptable to the Authority and must ensure that they display that identity on their clothing at all times when they are on the Authority’s Premises. The Contractor must ensure that its staff do not smoke on the Authority’s Premises except where smoking is expressly permitted. The Contractor must remove any of its staff from the Authority’s Premises if on grounds of efficiency or public interest the Authority requests it to do so. The Contractor shall comply with any staff vetting procedures (‘Staff vetting procedures’) notified in writing to the Contractor by the Authority in respect of all Contractor personnel employed or engaged in the provision of the Services. Where Contractor personnel employed or engaged in the provision of the Services have not been vetted to the standard set out in the Staff vetting procedures, the Authority may require that such personnel immediately cease providing the Services or any part thereof. The Contractor shall ensure that no person who discloses that he has a conviction (other than motoring offences), or who is found by the Contractor to have any convictions (other than motoring offences) whether as a result of a police check or through the Criminal Records Bureau procedures or otherwise, is employed or engaged in the provision of any part of the Services without the Authority's prior and express written consent. Liaison The Contractor shall appoint a representative (the ‘Contractor’s representative’) and such appointment shall be notified to the Authority. The Contractor’s representative shall be responsible for liaison with the Authority. The Authority shall appoint a representative (the ‘Authority representative’) and such appointment shall be notified to the contractor. The Authority shall not be liable for any instructions issued by any person other than its representative. Access for the Contractor The Authority shall give the Contractor access to the Premises for the purpose of carrying out the Services at such times as may be specified in the Contract or, if not so specified, as may reasonably be required by the Contractor to carry out the Services in accordance with the Contract. While on the Premises, the Contractor shall comply strictly with all applicable statutory enactments and regulations, the Authority’s applicable policies and procedures (copies of which are available to the Contractor on request) and instructions from the Authority. The Authority shall have the right to require the Contractor to remove immediately from the Premises any employee or sub-contractor who has: Failed to comply with any of the applicable enactment’s, regulations, policies, procedures or instructions; or In the sole opinion of the Authority has not conducted himself appropriately or been negligent or incompetent; without thereby incurring any responsibility to the Contractor for any additional costs or time. The Contractor shall be solely responsible for the suitability and safety of any equipment or tools used by him and shall not use any equipment or tools, which may be unsuitable, unsafe, or likely to cause damage. The Authority may inspect any such equipment or tools at any time and may require the Contractor to remove from the Premises, any which in the sole opinion of the Authority are unsuitable, unsafe, or likely to cause damage and replace the same, without incurring any responsibility to the Contractor for additional cost or time. At all times when employees of the Contractor are present on the Premises they shall have present a competent supervisor and any instructions given by the Authority to that supervisor shall be considered as given to the Contractor. The Contractor shall be responsible for the obtaining of any wayleaves, permissions, approvals and licences as required for any installation works to take place in locations outside of the Premises. Sub-contracting and assignment The Contractor shall not assign, pledge, transfer or sub-let any part of the Contract without the prior written consent of the Authority, other than for the purchase of standard materials or for items the manufacturer or supplier of which is named in the Contract. The Contractor shall be as fully responsible for the acts and defaults of any Sub-contractor as if they were his own. Neither party shall assign any of its obligations under the Contract without the prior written consent of the other party, which shall not be unreasonably withheld or delayed. Where the Contractor enters into a sub-contract with a Sub-contractor for the purpose of performing the Services, it shall cause a term to be included in such a sub-contract which requires payment to be made of undisputed sums by the Contractor to the Sub-contractor within a specified period not exceeding thirty (30) days from the receipt of a valid invoice. Progress and inspection The Authority shall have the right to inspect the provision of Services at any time whether on the Premises or in the works of the Contractor or Sub-Contractor and to reject any aspect of the Services which is not in accordance with the Contract. The Contractor shall forthwith replace or re-execute any aspect of the Services so rejected. Any such inspection or testing shall not relieve the Contractor of any of his obligations under the Contract. Passing of property and risk The title in any goods delivered by the Contractor to the Authority shall pass to the Authority on delivery of the goods to the Premises. Unless otherwise provided for in the Contract the risk in any goods which are to be delivered by the Contractor to the Authority shall pass to the Authority on acceptance by the Authority of such goods in accordance with Clause 14. Where goods belonging to the Authority are to be sent to the Contractor’s works for overhaul, repair or cleaning such goods shall be at the risk of the Contractor from the time that they are handed over to the Contractor at the Premises until they have been delivered back to the Premises to the reasonable satisfaction of the Authority. The title in such goods shall at all times remain with the Authority and the Contractor shall clearly mark ▇▇▇▇ such goods as belonging to the Authority and keep them separate from all other goods in the Contractor’s possession. The Contractor shall be strictly responsible for the care of any goods belonging to the Authority whilst the Contractor is carrying out work on such goods on the Premises, including the remedying of defects under Clause 14 below and such obligation of care shall include the leaving of such goods in a safe and proper condition when the Contractor ceases such work. Confidentiality Without prejudice to the application of the Official Secrets Acts 1911 to 1989 to any Confidential Information, the Authority and the Contractor acknowledge that any Confidential Information originating from: the Authority, its servants or agents is the property of the Authority; and the Contractor, its employees, servants or agents is the property of the Contractor. The Contractor and the Authority shall procure that: any person employed or engaged by them (in connection with this Contract in the course of such employment or engagement) shall only use Confidential information for the purposes of this Contract; any person employed or engaged by them in connection with this Contract shall not, in the course of such employment or engagement, disclose any Confidential information to any third party without the prior written consent of the other party; they shall take all necessary precautions to ensure that all Confidential information is treated as confidential and not disclosed (save as aforesaid) or used other than for the purposes of this Contract by their employees, servants, agents or Sub-contractors; and without prejudice to the generality of the foregoing neither the Authority nor the Contractor nor any person engaged by them whether as a servant or a consultant or otherwise shall use the Confidential Information for the solicitation of business from the other or from any third party. The provisions of this Clause shall not apply to any information which: is or becomes public knowledge other than by breach of this Clause; or is in the possession of the recipient without restriction in relation to disclosure before the date of receipt from the disclosing party; or is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; or is independently developed without access to the Confidential information; or must be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the party making the disclosure, including any requirements for disclosure under the Freedom of Information Act 2000 ▇▇▇ ▇▇▇▇ or the Environmental Information Regulations 2004; or is required to be disclosed by a competent regulatory authority (including the Law Society or Solicitors Disciplinary Tribunal) or pursuant to any applicable rules of professional conduct. Nothing in this Clause shall be deemed or construed to prevent the Authority from disclosing any Confidential information obtained from the Contractor: to any other department, office or agency of Her Majesty’s Government (‘Crown Bodies’), provided that the Authority has required that such information is treated as confidential by such Crown Bodies and their servants, including requiring servants to enter into a confidentiality agreement prior to disclosure of the Confidential information whereupon the Authority shall have no further liability for breach of confidentiality in respect of the departments, offices and agencies. All Crown Bodies in receipt of such Confidential information shall be considered as parties to this Contract within Section 10 1 of the Agreements (Rights of Third Parties) Act 1999 ▇▇▇ ▇▇▇▇ for the purpose only of being entitled to further disclose the Confidential information to other Crown Bodies on such terms; and to any Consultant, Contractor or other person engaged by the Authority in connection herewith, provided that the Authority shall have required that such information be treated as confidential by such Consultant, Contractor or other person, together with their servants, including requiring servants to enter into a confidentiality agreement prior to disclosure of the Confidential information whereupon the Authority shall have no further liability for breach of confidentiality in respect of Consultants, Contractors or other people. Nothing in this Clause shall prevent the Contractor or the Authority from using data processing techniques, ideas and know-how gained during the performance of this Contract in the furtherance of its normal business, to the extent that this does not relate to a disclosure of Confidential information or an infringement by the Authority or the Contractor of any Intellectual property rights. Acceptance Where the Contract provides for the Services to be carried out to any specified standard or performance requirement, the Authority shall carry out such examination or tests of the Services, or as the Authority may reasonably consider appropriate, in order to satisfy himself that the Services have been performed to the standards or performance requirements specified in the Contract. If no such standards or performance requirements are so specified, the Authority shall nevertheless inspect or examine the Services to satisfy himself that the same have been performed to his reasonable satisfactionin accordance with the Contract. Such tests or examination shall be carried out by the Authority either at such time as may be specified or, if no time is specified, within a reasonable time after the Services have been performed. Any such examination or tests shall be carried out using the test methods, procedures and instrumentation as may be specified in the Contract, or, if none are so specified, using test methods and procedures as the Authority may reasonably require having regard to the general good practice in the industry concerned. If the Services satisfy such tests or examination or if no such tests or examination are specified, then after the Services have been performed to in accordance with the Authority’s reasonable satisfactionContract, the Authority will accept the Services. If the Services do not satisfy such tests or examination or, if none are specified, are not performed to his reasonable satisfactionin accordance with the Contract, then the Authority may reject the Services and require that the Contractor carry out such further improvements as may be necessary so that the Services achieve the required standard or performance requirements, or if none are specified, are performed to the Authority’s reasonable satisfaction. Once the Contractor has carried out such improvements and advised the Authority accordingly, the AuthAuthority will
Appears in 1 contract
Sources: Event Management Agreement