007. cpa1 a4e ltd - mwa order form and annexes 1 and 2 redacted final

8/3/2019 007. CPA1 A4e Ltd - MWA Order Form and Annexes 1 and 2 Redacted FINAL

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ORDER FORM

Mandatory Work Activity

This Order Form is issued subject to the provisions of the framework agreemententered into between the Secretary of State for Work and Pensions and the PrimeContractor on 20 January 2011 (the Framework Agreement). The Prime

Contractor agrees to supply the services specified below on and subject to the termsof this Contract. For the avoidance of doubt, the Contract consists of:-

(a) the terms set out in this Order Form;

(b) the Mandatory Work Activity Call-Off Terms and Conditions together withthe appendices thereto (being in the form set out at Annex 1 of this Order Form) (theMandatory Work Activity Call-Off Terms and Conditions);

(c) the Mandatory Work Activity Specification (being in the form set out atAppendix 11 of the Mandatory Work Activity Call-Off Terms and Conditions);

(d) the Prime Contractors tender response (being in the form set out atAppendix 13 of the Mandatory Work Activity Call-Off Terms and Conditions); and

(e) the Contractor Guidance (as more particularly described in the MandatoryWork Activity Call-Off Terms and Conditions).

Order Number 01/01MWA

Date 3 May 2011

FROM

ContractingBody

The Secretary of State for Work and Pensions (the ContractingBody)

Service AddressCaxton HouseTothill StreetGreater London

SW1H 9NA

ContactReference

Redacted

TO

PrimeContractor:

A4e (the Prime Contractor)

For the attention

of:

E-mail

Redacted


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Telephonenumber

Address

Redacted

GUARANTEE

Guarantee to beprovided

No

1. TERM

(1.1) Commencement Date

16 May 2011

(1.2) Expiry Date

Referrals under the Contract will be made up until 31 March 2015. After this datethere will be a further four (4) week period for the Prime Contractor to carry out itsservice delivery obligations.

Mandatory Work Activity Contracts will have a common end date of 1 April 2015.

(1.3) Implementation Commencement Date

12 April 2011

(1.4) Extension Period

Not applicable

2. SERVICES REQUIREMENTS

(2.1) Services required

The provision of employment related support services. Details on the specification ofthe Services are set out in the Mandatory Work Activity Specification (set out atAppendix 11 of the Mandatory Work Activity Call-Off Terms and Conditions).

(2.2) Framework Lot under which the above Services are being supplied

Lot 1

(2.3) Contract Package Area in respect of which the above Services are being


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supplied

Contract Package Area 1 South East

(2.4) Premises

N/A

3. PRICE AND PAYMENT

(3.1) Fees (exclusive of any applicable VAT) and payment profile

Set out in Appendix 5 (Payment Profile) of the Mandatory Work Activity Call-OffTerms and Conditions

(3.2) Payment

Set out in Clause 3.1 (Fees and Payment), Appendix 4 (Payment Requirements) andAppendix 5 (Payment Profile) of the Mandatory Work Activity Call-Off Terms andConditions

4. CONFIDENTIAL INFORMATION

(4.1) The following information shall be deemed Commercially SensitiveInformation or Confidential Information:

(a) Commercially Sensitive Information

Set out in Appendix 12 (Commercially Sensitive Information) of the Mandatory WorkActivity Call-Off Terms and Conditions

None identified by Prime Contractor

(b) Confidential Information


(4.2) Duration that the information shall be deemed Commercially Sensitive

Information or Confidential Information:

a) Commercially Sensitive Information

Set out in Appendix 12 (Commercially Sensitive Information) of the Mandatory WorkActivity Call-Off Terms and Conditions


(b) Confidential Information


5. MANDATORY WORK ACTIVITY ALTERNATIVE AND/OR ADDITIONALREQUIREMENTS


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(5.1) Supplemental requirements in addition to and variations to the StandardCall-Off Terms and Conditions (as set out in Schedule 4 of the FrameworkAgreement)

Set out at Annex 2 of this Order Form

BY SIGNING AND RETURNING THIS ORDER FORM THE PRIME CONTRACTORAGREES to enter a legally binding contract with the Contracting Body to provide theServices. The Prime Contractor and the Contracting Body hereby acknowledge andagree that they have read the Mandatory Work Activity Call-Off Terms andConditions and this Order Form and by signing below agree to be bound by theterms of this Contract.

For and on behalf of the Prime Contractor:-

Name and Title

Signature

Date

For and on behalf of the Contracting Body:-

Name and Title

Signature

Date


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ANNEX 1

MANDATORY WORK ACTIVITY CALL-OFF TERMS AND CONDITIONS

1. General Provisions

1.1 Definitions

1.2 Interpretation

1.3 Contract Period

1.4 Prime Contractors Status

1.5 Contracting Bodys Obligations

1.6 Entire Agreement

1.7 Notices

1.8 Mistakes in Information

1.9 Conflicts of Interest

1.10 Prevention of Fraud

1.11 Guarantee

2. Supply of Services

2.1 The Services

2.2 Volumes

2.3 Provision and Removal of Equipment

2.4 Manner of Carrying Out the Services

2.5 Prime Contractors Staff

2.6 Inspection of Premises

2.7 Licence to occupy Contracting Body Premises

2.8 Property

2.9 Offers of Employment

2.10 Monitoring of Prime Contractor Performance

3. Payment and Fees

3.1 Fees

3.2 Payment and VAT


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3.3 Recovery of Sums Due

3.4 Euro

3.5 Grossing Up

4. Statutory Obligations and Regulations

4.1 Prevention of Corruption

4.2 Non-Discrimination

4.3 TUPE Compliance (General) and Employment Matters

4.4 Employee Provisions on Expiry or Termination

4.5 The Contracts (Rights of Third Parties) Act 1999

4.6 Environmental Requirements

4.7 Health and Safety

5. Protection of Information

5.1 Contracting Body Data

5.2 Data Protection Act

5.3 Official Secrets Acts 1911 to 1989, Section 182 of the Finance Act 1989

5.4 Confidential Information

5.5 Freedom of Information

5.6 Publicity, Visits, Media and Official Enquiries

5.7 European Social Fund and Other Funding

5.8 Security of Premises

5.9 Security Requirements and Plan

5.10 Malicious Software

5.11 Intellectual Property Rights

5.12 Provision of Management Information

5.13 Records and Audit Access

6. Control of the Contract

6.1 Transfer and Sub-Contracting


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6.2 Waiver

6.3 Change Control

6.4 Severability

6.5 Remedies in the event of inadequate performance

6.6 Cumulative Remedies

6.7 Extension of Initial Contract Period

6.8 Future Services

7. Liabilities

7.1 Liability, Indemnity and Insurance

7.2 Taxation, National Insurance and Employment Liability

7.3 Warranties and Representations

8. Default, Disruption and Termination

8.1 Termination on insolvency and change of control

8.2 Termination on Default

8.3 Break

8.4 Framework Agreement

8.5 Consequences of Expiry or Termination

8.6 Disruption

8.7 Recovery upon Termination

8.8 Force Majeure

9. Disputes and Law

9.1 Governing Law and Jurisdiction

9.2 Dispute Resolution

Appendix 1 Guarantee

Appendix 2 Security Requirements and Plan

Appendix 3 Monitoring Requirements


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Appendix 4 Payment Requirements

Appendix 5 Payment Profile

Appendix 6 Diversity and Equality Requirements

Appendix 7 Welsh Language Scheme

Appendix 8 Information Requirements

Appendix 9 Sustainable Development Requirements

Appendix 10 Apprenticeships and Skills Requirements

Appendix 11 MWA Specification

Appendix 12 Commercially Sensitive Information

Appendix 13 Tender Form

Appendix 14 Contract Performance

Appendix 15 Future Services


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1. GENERAL PROVISIONS

1.1 Definitions

In the Contract unless the context otherwise requires the following provisions

shall have the meanings given to them below:-

Affiliate means, in relation to a body corporate, anyother entity which directly or indirectly Controls,is Controlled by, or is under direct or indirectcommon Control with, that body corporate fromtime to time

Allotted Time means four weeks from and including the datethe Customer starts an MWA placement

"Approval" and

"Approved"

means the prior written consent of the

Contracting Body

"Auditor" means the National Audit Office or an auditor appointed by the Audit Commission as thecontext requires or any internal auditor or anyother body appointed by the Contracting Bodyfrom time to time

Breach of Security means the occurrence of unauthorised accessto or use of the Premises, the Services, thePrime Contractor System or any informationand communications technology or data(including the Contracting Body Data) used bythe Contracting Body or the Prime Contractorin connection with the Contract

Change Control Notice means the notice referred to in Clause 6.3(Change Control)

"Commencement Date" means the date set out in the Order Form

"Commercially SensitiveInformation"

means the information (i) listed in the OrderForm; or (ii) notified to the Contracting Body inwriting including in Appendix 12 (prior to thecommencement of the Contract) which hasbeen clearly marked as Commercially SensitiveInformation comprised of information:-

(a) which is provided in writing by thePrime Contractor to the ContractingBody in confidence for the period setout in the Order Form or thenotification; and/or

(b) that constitutes a trade secret

Completer means a Customer who has reached the endof the Allotted Time


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"Confidential Information" means:-

(a) any information, which has beendesignated as confidential by eitherParty in writing or that oughtreasonably to be considered asconfidential however it is conveyed,

including information that relates to thebusiness, affairs, developments, tradesecrets, know-how, personnel andsuppliers of the Prime Contractor,including IPRs, together with allinformation derived from the above,and any other information clearlydesignated as being confidential(whether or not it is marked as"confidential") or which oughtreasonably to be considered to beconfidential; and

(b) all personal data and sensitive personaldata within the meaning of the DPA;and

and does not include any information:-

(i) which was public knowledge at the timeof disclosure (otherwise than bybreach of Clause 5.4 (ConfidentialInformation);

(ii) which was in the possession of thereceiving Party, without restriction asto its disclosure, before receiving itfrom the disclosing Party;

(iii) which is received from a third party(who lawfully acquired it) withoutrestriction as to its disclosure; or

(iv) is independently developed withoutaccess to the Confidential Information

and does not include any the Contract inaccordance with Clause 5.4.9

"Contract" means the written agreement between theContracting Body and the Prime Contractorconsisting of:-

the Order Form;

(b) the Specification;

(c) the Tender;

(d) the Contractor Guidance; and


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(e) these clauses and the appendicessave that, for the purposes of Clause1.6.4 only, reference to 'Contract' shallnot include the Order Form, theSpecification, the Tender, or theContractor Guidance

"Contract Period" means the period as described in Clause 1.3(Contract Period)

"Contracting Authority" means any contracting authority as defined inRegulation 3 of the Public ContractsRegulations 2006 (as amended) other than theContracting Body

"Contracting Body" means the customer(s) identified in the Order Form

Contracting Body Data

(a) the data, text, drawings, diagrams, imagesor sounds (together with any databasemade up of any of these) which areembodied in any electronic, magnetic,optical or tangible media, and which are:

(i) supplied to the Prime Contractor byor on behalf of the ContractingBody; or

(ii) which the Prime Contractor isrequired to generate, process, storeor transmit pursuant to the

Contract; or

(b) any Personal Data for which theContracting Body is the Data Controller

"Contracting BodyPremises"

means premises owned, controlled or occupiedby the Contracting Body which are madeavailable for use by the Prime Contractor or itsSub-contractors for provision of the Services(or any of them) on the terms set out in theContract or any separate agreement or licence

Contracting BodySoftware means software which is owned by or licensedto the Contracting Body, including softwarewhich is or will be used by the Prime Contractorfor the purposes of providing the Services butexcluding the Prime Contractor Software

Contracting BodySystem

means the Contracting Bodys computingenvironment (consisting of hardware, softwareand/or telecommunications networks orequipment) used by the Contracting Body orthe Prime Contractor in connection with theContract which is owned by or licensed to the

Contracting Body by a third party and whichinterfaces with the Prime Contractor System orwhich is necessary for the Contracting Body to


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receive the Services

Contractor Guidance means the instructions and recommendedpractices, including any instructions of anoperational nature, and/or relating toSustainable Development and promotion ofrace equality and non-discrimination, copies of

which have been provided by the ContractingBody to the Prime Contractor prior to theCommencement Date, and any otherinstructions and recommended practicesnotified by the Contracting Body to the PrimeContractor from time to time

Control means that a person possesses, directly or indirectly, the power to direct or cause thedirection of the management and policies of theother person (whether through the ownershipof voting shares, by contract or otherwise) and"Controls" and "Controlled" shall be interpretedaccordingly

"Crown" means the government of the United Kingdom(including the Northern Ireland Assembly andExecutive Committee, the Scottish Executiveand the National Assembly for Wales),including, but not limited to, governmentministers and government departments andparticular bodies, persons, commissions oragencies from time to time carrying out

functions on its behalf and Crown Body shallbe construed accordingly

Customers means the customers of the Contracting Bodywho are directly in receipt of the Services

"Default" means any breach of the obligations of therelevant Party (including but not limited tofundamental breach or breach of afundamental term) or any other default, act,omission, negligence or negligent statement ofthe relevant Party or the Staff in connection

with or in relation to the subject-matter of theContract and in respect of which such Party isliable to the other

"Deliverables" means an item, feature or service associatedwith the provision of the Services or a change inthe provision of the Services which is required tobe delivered by the Prime Contractor at anystage during the performance of the Contract

Directive means the European Directive 2001/23/EC asamended

"DPA" means the Data Protection Act 1998 and anysubordinate legislation made under such Act


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from time to time together with any guidanceand/or codes of practice issued by theInformation Commissioner or relevantgovernment department in relation to suchlegislation

DWP Off shoring Policy means the Contracting Bodys policy and

procedures as advised to the Prime Contractorfrom time to time

Engagement Activity means the initial contact between theCustomer and the Prime Contractor which shallhave been communicated to the Customer inwriting prior to the MWA Placement Start Date

"EnvironmentalInformation Regulations"

means the Environmental InformationRegulations 2004 together with any guidanceand/or codes of practice issued by theInformation Commissioner or relevantgovernment department in relation to suchregulations

"Equipment" means the Prime Contractor's equipment,plant, materials and such other items suppliedand used by the Prime Contractor in theperformance of its obligations under theContract

Euro Compliant means that the relevant software and firmwareis capable of performing all functions in Sterlingand Euros; of complying with all legalrequirements now or hereafter (at the time ofsuch requirements becoming law) applicable tothe Euro including the rules on conversion androunding set out in EC Regulation number1103/97 (as amended); and of displaying andprinting and will (at the time of the enactment oflaw requiring it to be the case) incorporate in allrelevant screen layouts all symbols and codesadopted by any government or any otherEuropean Union body or other regulatoryauthority in relation to the Euro

Fees means the price (exclusive of any applicableVAT), payable to the Prime Contractor by theContracting Body under the Contract, as setout in the Order Form, for the full and properperformance by the Prime Contractor of itsobligations under the Contract

"Fees Regulations" means the Freedom of Information and DataProtection (Appropriate Limit and Fees)Regulations 2004

"FOIA" means the Freedom of Information Act 2000and any subordinate legislation made underthis Act from time to time, together with any


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guidance and/or codes of practice issued bythe Information Commissioner or relevantgovernment department in relation to suchlegislation

"Force Majeure" means any event or occurrence which isoutside the reasonable control of the Party

concerned and which is not attributable to anyact or failure to take preventative action by thatParty, including fire; flood; violent storm;pestilence; explosion; malicious damage;armed conflict; acts of terrorism; nuclear,biological or chemical warfare; or any otherdisaster, natural or man-made, but excluding:-

(a) any industrial action occurring within thePrime Contractor's or any Sub-contractor's organisation; or

(b) the failure by any Sub-contractorto perform its obligations under anySub-contract unless the Sub-contractoris itself affected by an event of ForceMajeure

"Framework Agreement" means the framework agreement for theprovision of employment related supportservices between the Secretary of State forWork and Pensions and the Prime Contractordated 20 January 2011

"Fraud" means any offence under Laws creatingoffences in respect of fraudulent acts or atcommon law in respect of fraudulent acts inrelation to the Contract or defrauding orattempting to defraud or conspiring to defraudthe Crown

Guarantee means the deed of guarantee in favour of theContracting Body entered into by the Guarantoron or about the date of the Contract (which issubstantially in the form set out in Appendix 1

(Guarantee) or such similar or analogous formacceptable to the Contracting Body from timeto time)

Guarantor means the guarantor identified in the Order Form

"Good Industry Practice" means standards, practices, methods andprocedures conforming to the Law and thedegree of skill and care, diligence, prudenceand foresight which would reasonably andordinarily be expected from a skilled and

experienced person or body engaged in asimilar type of undertaking under the same orsimilar circumstances


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MWA placement and recorded on theContracting Bodys PRaP system or such otherinformation technology or clerical systemprescribed by the Contracting Body

Malicious Software means any software program or code intendedto destroy, interfere with, corrupt, or cause

undesired effects on program files, data or otherinformation, executable code or applicationsoftware macros, whether or not its operation isimmediate or delayed, and whether themalicious software is introduced wilfully,negligently or without knowledge of its existence

Management Information means the information specified in Appendix 8(Information Requirements) and any otherinformation which may come into itspossession or otherwise come to theContracting Bodys attention during theContract Period which may be beneficial toand/or assist the Contracting Body

Merlin Standard means the standard in respect of supply chainmanagement as detailed in the Specification

"Month" means calendar month

"Order Form" means the order submitted to the PrimeContractor by the Contracting Body inaccordance with the Framework Agreementwhich sets out the description of the Servicesto be supplied including, where appropriate, thePremises, the timeframe, the Deliverables andthe Quality Standards

Original Public SectorEmployee

means a former employee of the Crown orother public sector body who as a result of theapplication of Transfer of Undertakings(Protection of Employment) Regulations 1981or of the TUPE Regulations, in relation to whatwas done for the purposes of carrying out acontract for the provision of services which

were the equivalent of or similar to theServices, becomes or became an employee ofsomeone other than the Crown or other publicsector body

"Parent Company" means any company which is the ultimateHolding Company of the Prime Contractor orany other company of which the ultimateHolding Company of the Prime Contractor isalso the ultimate Holding Company and whichis either responsible directly or indirectly for thebusiness activities of the Prime Contractor or

which is engaged by the same or similarbusiness to the Prime Contractor. The term"Holding Company" shall have the meaning


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ascribed in Section 1159 of the Companies Act2006 or any statutory re-enactment oramendment thereto

"Party" means the Prime Contractor or the ContractingBody as the context so admits

PRaP means the Provider Referral and Paymentsystem

"Pre-Existing IPR" means any Intellectual Property Rights vestedin or licensed to the Contracting Body or thePrime Contractor prior to or independently ofthe performance by the Contracting Body orthe Prime Contractor of their obligations underthe Contract and in respect of the ContractingBody includes software, guidance,specifications, instructions, toolkits, plans, data,

drawings, databases, patents, patterns, modelsand designs

"Premises" means the location where the Services are tobe supplied, as set out in the Order Form or asfurther detailed in the Specification

"Prime Contractor"means the person, firm or company with whomthe Contracting Body enters into the Contractas identified in the Order Form

Prime ContractorsGroup

means the Prime Contractor, its ultimate

holding company and all subsidiaries of itsultimate holding company, the definitions ofholding company and subsidiary being thoseset out in Section 1159 of the Companies Act2006

Prime ContractorSoftware

means software which is proprietary to thePrime Contractor, including software which isor will be used by the Prime Contractor for thepurposes of providing the Services

Prime Contractor Systemmeans any such electronic or hard copy

system/process utilised in the delivery of theServices and that is used to transfer, disclose,receive or store Contracting Body Dataincluding, but not limited to, any web enabledsystem, database, electronic media, e-mail orhard copy system

"Project Specific IPRs"means:-

(a) IPRs in items created by the PrimeContractor (or by a third party on behalfof the Prime Contractor) specifically for

the purposes of the Contract includingany IPRs in the Deliverables and/orsoftware and all updates andamendments of these items created


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hereunder; and/or

(b) IPRs arising as a result of theperformance of the Prime Contractor'sobligations under the Contract

Provider Assurance

Team means the team appointed by the ContractingBody to provide assurance over risk relating tothe Prime Contractors systems and processes

"Property" means the property, other than real property,issued or made available to the PrimeContractor by the Contracting Body inconnection with the Contract

"Quality Standards" means the quality standards published by BSIBritish Standards, the National Standards Bodyof the United Kingdom, the International

Organisation for Standardisation or otherreputable or equivalent body, (and theirsuccessor bodies) that a skilled andexperienced operator in the same type ofindustry or business sector as the PrimeContractor would reasonably and ordinarily beexpected to comply with (as may be furtherdetailed in the Order Form), and any otherquality standards set out in the Order Form oras further detailed in the Specification

Referral means the date JCP records a referral to theMWA Prime Contractor on the ContractingBodys PRaP system or such other informationor clerical system prescribed by theContracting Body

"Regulatory Bodies" means those government departments andregulatory, statutory and other entities,committees, ombudsmen and bodies which,whether under statute, rules, regulations,codes of practice or otherwise, are entitled toregulate, investigate, or influence the matters

dealt with in the Contract or any other affairs ofthe Contracting Body

Relevant Conviction means a conviction that is relevant to thenature of the Services (or as listed by theContracting Body) and/or relevant to the workof the Contracting Body

Relevant Employees means the employees who are the subject of aRelevant Transfer

Relevant Transfer means a relevant transfer for the purposes of

the TUPE Regulations

"Replacement Contractor" means any third party service providerappointed by the Contracting Body to supply


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any services which are substantially similar toany of the Services and which the ContractingBody receives in substitution for any of theServices following the expiry, termination orpartial termination of the Contract

"Request for Information" shall have the meaning set out in the FOIA or

the Environmental Information Regulations asrelevant (where the meaning set out for theterm "request" shall apply)

Security Plan means the Prime Contractors security planprepared pursuant to paragraph 3 of Appendix2 (Security Requirements and Plan)

Security Policy means the Contracting Bodys Security Policyannexed to Appendix 2 (Security Requirementsand Plan) as updated from time to time

"Services" means the employment related supportservices to be supplied as specified in theOrder Form and the Specification

Specification means the Contracting Bodys specification for the Services as set out in Appendix 11 (MWASpecification);

"Staff" means all persons employed or engaged bythe Prime Contractor (and/or each Sub-contractor) to perform its obligations under theContract together with the Prime Contractors(and/or each Sub-contractors) servants,consultants, agents, volunteers, suppliers andsub-contractors used in the performance of itsobligations under the Contract

Staff Vetting Procedures means the Contracting Bodys procedures andpolicies for the vetting of Staff as set out in theSpecification and any other procedures andpolicies as notified by the Contracting Body tothe Prime Contractor from time to time

Start means that the Prime Contractor has confirmedthat the Customer can be provided with aplacement for the Allotted Time and that theCustomer has received the necessary healthand safety and standards of behaviourinduction and has attended the placement

Start Fee means the fee payable when the PrimeContractor records the MWA Placement StartDate on the Contracting Bodys PRaP systemor such other information technology or clericalsystem prescribed by the Contracting Body

declaring that all conditions for paymentspecified herein have been met

Sub-contract means any contract or agreement or proposed


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contract or agreement between the PrimeContractor and any third party whereby thatthird party agrees to provide to the PrimeContractor the Services or any part thereof orfacilities or services necessary for the provisionof the Services or any part thereof ornecessary for the management, direction or

control of the Services or any part thereof

Sub-contractor means the third party with whom the PrimeContractor enters into a Sub-contract or itsservants or agents and any third party withwhom that third party enters into a Sub-contractor its servants or agents

"Tender" means the document(s) submitted by the PrimeContractor to the Contracting Body in responseto the Contracting Body's invitation to suppliersfor formal offers to supply it with the Servicespursuant to the Framework Agreement, asincluded at Appendix 13 (Tender Form)

Third Party Software means software which is proprietary to any thirdparty which is or will be used by the PrimeContractor for the purposes of providing theServices

Transfer Date means the date the Transferring Employee istransferred to the employment of the PrimeContractor or each Sub-contractor

Transferring Employee means an employee of an IncumbentContractor whose contract of employmentbecomes, by virtue of the application of theTUPE Regulations in relation to what is donefor the purposes of carrying out the Contract, acontract of employment with someone otherthan the Incumbent Contractor

TUPE Regulations means the Transfer of Undertakings(Protection of Employment) Regulations 2006(as amended)

Unsupported Services means Services which may or may not havebeen supplied by the Prime Contractor forwhich the Prime Contractor is unable to verifyby the production of records required under thisContract

"VAT" means value added tax in accordance with theprovisions of the Value Added Tax Act 1994

"Working Day" means any day other than a Saturday or Sunday or public holiday in England and Wales

1.2 Interpretation


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The interpretation and construction of the Contract shall be subject to thefollowing provisions:-

1.2.1 words importing the singular meaning include where the context soadmits the plural meaning and vice versa;

1.2.2 words importing the masculine include the feminine and the neuter;

1.2.3 reference to a clause is a reference to the whole of that clauseunless stated otherwise;

1.2.4 references to any statute, enactment, order, regulation or othersimilar instrument shall be construed as a reference to the statute,enactment, order, regulation or instrument as amended by anysubsequent enactment, modification, order, regulation or instrumentas subsequently amended or re-enacted;

1.2.5 references to any person shall include natural persons andpartnerships, firms and other incorporated bodies and all other legal

persons of whatever kind and however constituted and theirsuccessors and permitted assigns or transferees;

1.2.6 the words "include", "includes" and "including" are to be construedas if they were immediately followed by the words "withoutlimitation"; and

1.2.7 headings are included in the Contract for ease of reference only andshall not affect the interpretation or construction of the Contract.

1.2.8 in the event and to the extent only of any conflict between theclauses and the remainder of the appendices, the clauses shallprevail over the remainder of the appendices.

1.3 Contract Period

The Contract shall take effect on the Commencement Date and shall expireautomatically on the date set out in the Order Form or if extended under Clause6.7 (Extension of Initial Contract Period) on the date of expiry of suchextension, unless it is otherwise terminated in accordance with the provisionsof the Contract, or otherwise lawfully terminated.

1.4 Prime Contractor's Status

At all times during the Contract Period the Prime Contractor shall be anindependent contractor and nothing in the Contract shall create a contract ofemployment, a relationship of agency or partnership or a joint venture betweenthe Parties and, accordingly, neither Party shall be authorised to act in thename of, or on behalf of, or otherwise bind the other Party save as expresslypermitted by the terms of the Contract.

1.5 Contracting Body's Obligations

Save as otherwise expressly provided, the obligations of the Contracting Bodyunder the Contract are obligations of the Contracting Body in its capacity as a

contracting counterparty and nothing in the Contract shall operate as anobligation upon, or in any other way fetter or constrain the Contracting Body inany other capacity, nor shall the exercise by the Contracting Body of its dutiesand powers in any other capacity lead to any liability under the Contract


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(howsoever arising) on the part of the Contracting Body to the PrimeContractor.

1.6 Entire Agreement

1.6.1 This Contract constitutes the entire agreement and understandingbetween the Parties in respect of the matters dealt with in it and

supersedes, cancels or nullifies any previous agreement betweenthe Parties in relation to such matters.

1.6.2 Each of the Parties acknowledges and agrees that in entering intothe Contract it does not rely on, and shall have no remedy in respectof, any statement, representation, warranty or undertaking (whethernegligently or innocently made) other than as expressly set out inthe Contract. The only remedy available to either Party for any suchstatements, representation, warranty or understanding shall be forbreach of contract under the terms of the Contract.

1.6.3 Nothing in Clauses 1.6.1 or 1.6.2 shall operate to exclude Fraud or

fraudulent misrepresentation.

1.6.4 In the event of and only to the extent of any conflict between theOrder Form, the clauses of the Contract, the Tender, theSpecification, the Contractor Guidance and any document referredto in the clauses of the Contract, the conflict shall be resolved inaccordance with the following order of precedence:-

(a) the Order Form;

(b) the clauses of the Contract and Appendices;

(c) the Specification;

(d) the Tender;

(e) the Contractor Guidance; and

(f) any other document referred to in the clauses of theContract.

1.6.5 The Contract may be executed in counterparts each of which whenexecuted and delivered shall constitute an original but allcounterparts together shall constitute one and the same instrument.

1.7 Notices

1.7.1 Except as otherwise expressly provided within the Contract, nonotice or other communication from one Party to the other shallhave any validity under the Contract unless made in writing by or onbehalf of the Party sending the communication.

1.7.2 Any notice or other communication which is to be given by eitherParty to the other shall be given by letter (sent by hand, post,registered post or by the recorded delivery service) or by facsimiletransmission or electronic mail. Such letters shall be addressed tothe other Party in the manner referred to in Clause 1.7.3. Providedthe relevant communication is not returned as undelivered, thenotice or communication shall be deemed to have been given two


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(2) Working Days after the day on which the letter was posted, orfour (4) hours, in the case of electronic mail or facsimiletransmission or sooner where the other Party acknowledges receiptof such letters, facsimile transmission or item of electronic mail.

1.7.3 For the purposes of Clause 1.7.2, the address of each Party shallbe:-

(a) for the Contracting Body: the address set out in the OrderForm.

(b) for the Prime Contractor: the address set out in theFramework Agreement.

1.7.4 Either Party may change its address for service by serving a noticein accordance with this Clause.

1.8 Mistakes in Information

The Prime Contractor shall be responsible for the accuracy of alldocumentation and information supplied to the Contracting Body by the PrimeContractor in connection with the supply of the Services and shall pay theContracting Body any extra costs occasioned by any discrepancies, errors oromissions therein.

1.9 Conflicts of Interest

1.9.1 The Prime Contractor shall take appropriate steps to ensure thatneither the Prime Contractor nor any Staff are placed in a positionwhere (in the reasonable opinion of the Contracting Body), there isor may be an actual conflict, or a potential conflict, between thepecuniary or personal interests of the Prime Contractor (or of anyAffiliate or of the Prime Contractors Group) or Staff and the dutiesowed to the Contracting Body under the provisions of the Contract.

1.9.2 The Prime Contractor shall promptly notify the Contracting Body(and provide full particulars to the Contracting Body) if any conflictreferred to in Clause 1.9.1 above arises or is reasonablyforeseeable.

1.9.3 The Contracting Body reserves the right to terminate the Contractimmediately by giving notice in writing to the Prime Contractorand/or to take such other steps it deems necessary where, in thereasonable opinion of the Contracting Body, there is or may be anactual conflict, or a potential conflict, between the pecuniary orpersonal interests of the Prime Contractor (or of any Affiliate or ofthe Prime Contractors Group) and the duties owed to theContracting Body under the provisions of the Contract. The actionsof the Contracting Body pursuant to this Clause shall not prejudiceor affect any right of action or remedy which shall have accrued orshall thereafter accrue to the Contracting Body.

1.9.4 This Clause shall apply during the Contract Period and for a periodof two (2) years after expiry of the Contract Period.

1.10 Prevention of Fraud


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1.10.1 The Prime Contractor shall use its best endeavours, in accordancewith Good Industry Practice, to prevent Fraud and irregularity byStaff and the Prime Contractor (including its shareholders, membersand directors) in connection with the receipt of monies from theContracting Body.

1.10.2 The Prime Contractor shall notify the Contracting Body immediately

if it has reason to suspect that any Fraud or irregularity has occurredor is occurring or is likely to occur.

1.10.3 Notwithstanding the general obligations in Clauses 1.10.1 and1.10.2, the Prime Contractor shall and shall procure that each Sub-contractor shall:

(a) have an established system that enables its staff to reportinappropriate behaviour by colleagues in respect of anyclaims for payment under the Contract;

(b) ensure that the Prime Contractors (or each Sub-contractors) performance management systems do notencourage individual staff to make false claims forpayment under the Contract;

(c) ensure a segregation of duties within the PrimeContractors (or each Sub-contractors) operationsbetween those staff directly involved in delivering theServices and those making claims for payment under theContract; and

(d) establish an audit system to provide periodic checks, at a

minimum of six (6) monthly intervals, to ensure effectiveand accurate recording and reporting of performance ofthe Services.

1.10.4 The Prime Contractor shall co-operate fully with the ContractingBody and assist it in the identification of Customers who may beunlawfully claiming state benefits. The Contracting Body may fromtime to time brief the Prime Contractor as to the co-operation andassistance it reasonably requires including the provision ofinformation regarding Fraud by Customers. On receipt of theinformation, further evidence may be collected by the ContractingBody or other government department, office or agency of Her

Majestys Government with a view to prosecution.

1.10.5 If the Prime Contractor or its Staff commits any Fraud or irregularityin relation to the Contract or any other contract with a ContractingAuthority or the Contracting Body, the Contracting Body may:-

(a) terminate the Contract and any other contract theContracting Body has with the Prime Contractor withimmediate effect by giving the Prime Contractor notice inwriting and recover from the Prime Contractor the amountof any loss suffered by the Contracting Body resulting fromthe termination including the cost reasonably incurred by

the Contracting Body of making other arrangements forthe supply of the Services and any additional expenditureincurred by the Contracting Body throughout theremainder of the Contract Period;


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(b) recover in full from the Prime Contractor any other losssustained by the Contracting Body in consequence of anybreach of this Clause 1.10, whether or not the Contracthas been terminated;

(c) where the Contracting Body finds that the PrimeContractor has deliberately submitted a false claim for

payments in relation to the Contract with the knowledge ofits senior officers, recover in full from the Prime Contractorthe amount or value of such payment; and/or

(d) without prejudice to Clause 1.10.5 (c), where theContracting Body is a Crown Body and the ContractingBody finds that the Prime Contractor has deliberatelysubmitted a false claim for payment in relation to anycontract entered into with any Crown Body (including theContracting Body) with the knowledge of its senior officers,recover in full from the Prime Contractor the amount orvalue of such payment.

1.10.6 Without prejudice to the foregoing, if the PrimeContractor or its Staff commits any Fraud or irregularity in relation tothe Contract, the Prime Contractor shall also pay the ContractingBody a sum of 5,000 (five thousand pounds) in the event of aminor Fraud or irregularity, or 25,000 (twenty-five thousandpounds) in the event of a serious Fraud or irregularity, by way ofliquidated damages. The Parties confirm that these sums representan agreed genuine pre-estimate of the loss that the ContractingBody would suffer in respect of the cost of senior management timein dealing with the act of Fraud or irregularity and damages for loss

of reputation to the Contracting Body. For the purposes of thisClause, a minor Fraud or irregularity shall be where the total amountof invalid payments in respect of the act of Fraud or irregularity (or aseries of related Frauds or irregularities) is less than 25,000(twenty-five thousand pounds). A serious Fraud or irregularity shallbe any act of Fraud or irregularity (or any series of related acts ofFraud or irregularities) where the total amount of invalid payments isequal to or exceed 25,000 (twenty-five thousand pounds).

1.11 Guarantee

1.11.1 Unless otherwise expressly notified by the Contracting

Body, bError: Reference source not foundefore the CommencementDate, the Prime Contractor shall procure that the Guarantor shall:

(a) execute and deliver to the Contracting Body theGuarantee; and

(b) deliver to the Contracting Body a certified copy extractof the board minutes of the Guarantor approving theexecution of the Guarantee.

1.11.2 In the event that the Prime Contractor fails to complywith this Clause 1.11, the Contracting Body reserves the right to

terminate the Contract with immediate effect and without liability bygiving notice in writing to the Prime Contractor.

2. SUPPLY OF SERVICES


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2.1 The Services

2.1.1 The Prime Contractor shall supply the Services during the ContractPeriod in accordance with the Contracting Body's requirements asset out in the Contract in consideration for the payment of theContract Price. The Contracting Body may inspect and examine themanner in which the Prime Contractor supplies the Services at the

Premises during normal business hours on reasonable notice.

2.1.2 If the Contracting Body informs the Prime Contractor in writing thatthe Contracting Body reasonably believes that any part of theServices does not meet the requirements of the Contract or differsin any way from those requirements, and this is other than as aresult of a Default on the part of the Contracting Body, the PrimeContractor shall at its own expense re-schedule and carry out theServices in accordance with the requirements of the Contract withinsuch reasonable time as may be specified by the Contracting Body.

2.1.3 Subject to the Contracting Body providing Approval in accordancewith Clause 2.3 (Provision and Removal of Equipment), timelysupply of the Services shall be of the essence of the Contract,including in relation to commencing the supply of the Services withinthe time agreed or on a specified date.

2.1.4 The Prime Contractor shall notify the Contracting Body immediatelyupon becoming aware of any claim brought against the PrimeContractor arising out of, or relating to, the provision of the Services,including any claim made against any Sub-contractor.

2.1.5 Whilst not in anyway limiting any other provision of this Contract, indelivering the Services the Prime Contractor, or any of its Sub-contractors, shall comply with the DWP Off Shoring Policy. TheDWP Off Shoring Policy shall apply to Landed Resources.

2.2 Volumes

2.2.1 The Prime Contractor acknowledges that, in entering the Contract,no form of volume guarantee has been granted by the ContractingBody in respect of the number or volume of Customers during theContract Period. The Prime Contractor acknowledges that anyvolumes of Customers referred to in the Order Form and/or theSpecification shall be indicative only and shall not be binding on the

Contracting Body.

2.2.2 The Prime Contractor acknowledges that the volume of Customersmay fluctuate.

2.3 Provision and Removal of Equipment

2.3.1 Unless otherwise stated in the Order Form, the Prime Contractorshall provide all the Equipment necessary for the supply of theServices.

2.3.2 The Prime Contractor shall not deliver any Equipment nor begin any

work on the Contracting Body Premises without obtaining Approval(such Approval not to be unreasonably withheld). The ContractingBody acknowledges that there shall be no breach of the Contract bythe Prime Contractor where the sole reason for the breach is a


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2.5.1 The Contracting Body may, by written notice to the PrimeContractor, refuse to admit onto, or withdraw permission to remainon, the Contracting Body Premises:-

(a) any member of the Staff; or

(b) any person employed or engaged by any member of the

Staff;

whose admission or continued presence would, in the reasonableopinion of the Contracting Body, be undesirable.

2.5.2 At the Contracting Body's written request, the Prime Contractor shallprovide a list of the names and addresses of all persons who mayrequire admission in connection with the Contract to the ContractingBody Premises, specifying the capacities in which they areconcerned with the Contract and giving such other particulars as theContracting Body may reasonably request.

2.5.3 The Prime Contractor's Staff, engaged within the boundaries of theContracting Body Premises, shall comply with such rules,regulations and requirements (including those relating to securityarrangements) as may be in force from time to time for the conductof personnel when at or within the boundaries of those ContractingBody Premises.

2.5.4 If the Prime Contractor fails to comply with Clause 2.5.2 within two(2) Months of the date of the request then the Contracting Body mayterminate the Contract with immediate effect by giving notice inwriting to the Prime Contractor, provided always that suchtermination shall not prejudice or affect any right of action or remedywhich shall have accrued or shall thereafter accrue to theContracting Body.

2.5.5 The decision of the Contracting Body as to whether any person is tobe refused access to the Contracting Body Premises and as towhether the Prime Contractor has failed to comply with Clause 2.5.2shall be final and conclusive.

2.5.6 The Prime Contractor shall comply with Staff Vetting Procedures inrespect of all persons employed or engaged in the provision of theServices. The Prime Contractor confirms that all persons employed

or engaged by the Prime Contractor shall have complied with theStaff Vetting Procedures prior to commencing the provision of theServices and accessing the Premises.

2.5.7 TheContracting Body may require the Prime Contractor to ensurethat any relevant staff employed in the provision of the Services hasundertaken a Criminal Records Bureau check. The PrimeContractor shall ensure that no member of relevant staff whodiscloses that he/she has a Relevant Conviction, or is found by thePrime Contractor to have a Relevant Conviction (whether as a resultof a police check or through the Criminal Records Bureau check orotherwise) is employed or engaged in the provision of any part of

the Services.


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2.5.8 The Prime Contractor shall provide training on a continuing basis forall Staff employed or engaged in the provision of the Services incompliance with the Security Policy and Security Plan.

2.5.9 The Prime Contractor shall comply with all applicable legislationrelating to safeguarding and protecting vulnerable groups, includingthe Safeguarding Vulnerable Groups Act 2006, the Safeguarding

Vulnerable Groups Order (Northern Ireland) 2007 and the ProtectingVulnerable Groups Act 2007 or other relevant or equivalentlegislation, or any statutory modification or re-enactment thereof.

2.5.10 The Prime Contractor shall use all reasonable endeavours to ensurethat its Staff are not claiming any Social Security Benefit, wherepayment of that Social Security Benefit is precluded due toearnings.

2.5.11 The Prime Contractor shall further use all reasonable endeavours toensure that its Staff who are not EC nationals are legally entitled tobe resident in the United Kingdom and have a work permit, whereapplicable. The Prime Contractor shall promptly take all reasonablesteps to ensure compliance with this Clause by each Sub-Contractor.

2.5.12 Without prejudice to Clause 2.5.4, if the Prime Contractor fails tocomply with this Clause 2.5 (and in the reasonable opinion of the Contracting Body)such failure may be prejudicial to the interests of the Crown, then the ContractingBody may terminate the Contract with immediate effect by giving notice in writing tothe Prime Contractor, provided always that such termination shall not prejudice oraffect any right of action or remedy which shall have accrued or shall thereafteraccrue to the Contracting Body.

2.6 Inspection of Premises

Save as the Contracting Body may otherwise direct, the Prime Contractor isdeemed to have inspected the Premises before submitting the Tender and tohave made appropriate enquiries so as to be satisfied in relation to all mattersconnected with the performance of its obligations under the Contract.

2.7 Licence to occupy Contracting Body Premises

2.7.1 Any land or Contracting Body Premises made available from time totime to the Prime Contractor by the Contracting Body in connection

with the Contract shall be made available to the Prime Contractor ona non-exclusive licence basis and shall be used by the PrimeContractor solely for the purpose of performing its obligations underthe Contract. The Prime Contractor shall have the use of such landor Contracting Body Premises as licensee and shall vacate thesame on completion, termination or abandonment of the Contract.

2.7.2 The Prime Contractor shall limit access to such land or ContractingBody Premises to such Staff as is necessary to enable it to performits obligations under the Contract and the Prime Contractor shall co-operate (and ensure that its Staff co-operate) with such otherpersons working concurrently on such land or Contracting Body

Premises as the Contracting Body may reasonably request.


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the supply of the Services, in accordance with the ContractingBody's reasonable security requirements as required from time totime.

2.8.5 The Prime Contractor shall be liable for all loss of, or damage to, theProperty (excluding fair wear and tear), unless such loss or damagewas caused by the Contracting Body's Default. The Prime

Contractor shall inform the Contracting Body within two (2) WorkingDays of becoming aware of any defects appearing in or losses ordamage occurring to, the Property.

2.9 Offers of Employment

For the duration of the Contract and for a period of twelve (12) Monthsthereafter neither the Contracting Body nor the Prime Contractor shall employor offer employment to any of the other Party's staff who have been associatedwith the procurement and/or the contract management of the Services withoutthat other Party's prior written consent, unless the employment is as a directresult of a bona fide, advertised, recruitment process.


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2.10 Monitoring of Prime Contractor Performance

2.10.1 The Contracting Body shall monitor the PrimeContractors performance of the Services in accordance with theprovisions of Appendix 3 (Monitoring Requirements) or such otherrequirements as notified by the Contracting Body to the PrimeContractor from time to time. The Contracting Body may organise

regular monitoring and spot checks of the Premises at any time toensure that the Prime Contractor is complying with its obligationsunder the Contract and the Prime Contractor shall co-operate fully,at its own cost, with the Contracting Body. The Contracting Bodyshall use all reasonable endeavours to ensure that the onsitemonitoring will not interfere with the delivery of the Services by thePrime Contractor.

2.10.2 The Contracting Body may also appoint an externalassessor, subject to them entering into a non disclosurearrangement and having the relevant expertise and competence, toparticipate in the monitoring of the Prime Contractors performanceof the Services and the Prime Contractor will co-operate with theassessor and take all reasonable and necessary steps to implementrecommendations made. Any changes to any Services made as aresult of a recommendation of any such persons shall be made inwriting and in accordance with Clause 6.3 (Change Control).

2.10.3 The Prime Contractor shall ensure that the ContractingBody (and its authorised representatives) have access uponreasonable notice to all relevant property, including the Premises,and information (and where requested are given a copy of suchinformation) necessary to carry out the monitoring referred to in this

Clause 2.10 including putting in place arrangements to permit legalaccess to information as may be required.

2.10.4 With effect from the date of the Contract theContracting Body and the Prime Contractor shall meet at the timesand with such frequency as specified in Appendix 3 (MonitoringRequirements) or as notified by the Contracting Body to the PrimeContractor from time to time. Such meetings shall be convened bythe Contracting Body upon the Contracting Body giving reasonablenotice to the Prime Contractor.

3. PAYMENT AND FEES

3.1 Fees

3.1.1 In consideration of the Prime Contractor's performance of itsobligations under the Contract, the Contracting Body shall pay theFees in accordance with Clause 3.2 (Payment and VAT).

3.1.2 The Contracting Body shall, in addition to the Fees and followingevidence of a valid VAT invoice, pay the Prime Contractor a sumequal to the VAT chargeable on the value of the Services suppliedin accordance with the Contract.

3.2 Payment and VAT

3.2.1 The Contracting Body shall pay all sums due to the PrimeContractor in accordance with the payment requirements set out in


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3.3.4 All payments due shall be made within a reasonable time unlessotherwise specified in the Contract, in cleared funds, to such bankor building society account as the recipient Party may from time totime direct.

3.4 Euro

3.4.1 Any requirement of Law to account for the Services in Euro (or toprepare for such accounting) instead of and/or in addition to sterling,shall be implemented by the Prime Contractor free of charge to theContracting Body.

3.4.2 The Contracting Body shall provide all reasonable assistance tofacilitate compliance with Clause 3.4.1 by the Prime Contractor.

3.5 Grossing Up

3.5.1 The Contracting Body may check a reasonably representative(statistically valid) sample of claims for payment made by the Prime

Contractor. If the Contracting Body finds proof of an error or over-claim by the Prime Contractor the Contracting Body shall be entitledto gross-up the results of the sample checked, by assuming that thesame type and percentage of errors and over-claims have beenmade in respect of the Prime Contractors claim form from which thesample was taken.

3.5.2 Upon prior notice by the Contracting Body to the Prime Contractorof any error or over-claim that reduces the amount claimed, (unlessthe Prime Contractor provides sufficient evidence to satisfy theContracting Body that the error or over-claim has not been the resultof grossing-up the results of the representative sample, within thirty(30) days of being notified by the Contracting Body, or such otherperiod as the Parties may agree), the amount due under the claimform shall be reduced accordingly.

4. STATUTORY OBLIGATIONS AND REGULATIONS

4.1 Prevention of Corruption

4.1.1 The Prime Contractor shall not offer or give, or agree to give, to anyemployee, agent, servant or representative of the Contracting Bodyor any other public body or person employed by or on behalf of the

Contracting Body any gift or consideration of any kind which couldact as an inducement or reward for doing, refraining from doing, orfor having done or refrained from doing, any act in relation to theContract or any other contract with the Contracting Body or anyother public body or person employed by or on behalf of theContracting Body, or for showing or refraining from showing favouror disfavour to any person in relation to any such contract.

4.1.2 The Prime Contractor warrants that it has not paid commission oragreed to pay commission to the Contracting Body or any otherpublic body or any person employed by or on behalf of theContracting Body or any other public body in connection with the

Contract.


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4.1.3 If the Prime Contractor, its Staff or any person acting on the PrimeContractor's behalf, engages in conduct prohibited by Clauses 4.1.1or 4.1.2, the Contracting Body may:-

(a) terminate the Contract with immediate effect by givingnotice in writing to the Prime Contractor and recover fromthe Prime Contractor the amount of any loss suffered by

the Contracting Body resulting from the termination;

(b) recover in full from the Prime Contractor any other losssustained by the Contracting Body in consequence of anybreach of those Clauses; and/or

(c) recover in full from the Prime Contractor the amount orvalue of any gift, consideration or commission.

4.2 Non-Discrimination

4.2.1 The Prime Contractor shall not unlawfully discriminate either directly

or indirectly on such grounds as age, disability, genderreassignment, marriage and civil partnerships, pregnancy andmaternity, race, religion or belief, sex or sexual orientation andwithout prejudice to the generality of the foregoing the PrimeContractor shall not unlawfully discriminate within the meaning andscope of the Equality Act 2010 or other relevant or equivalentlegislation, or any statutory modification or re-enactment thereof.

4.2.2 The Prime Contractor shall take all reasonable steps to secure theobservance of Clause 4.2.1 by all Staff. Any breach by the PrimeContractor of Clause 4.2.1 shall be a material breach of the Contractfor the purposes of Clause 8.2 (Termination on Default).

4.2.3 In delivering the Services, the Prime Contractor shall operate at alltimes in accordance with the diversity and equality requirements setout in Appendix 6 (Diversity and Equality Requirements) or suchother diversity and equality requirements as notified by theContracting Body to the Prime Contractor from time to time. Anybreach by the Prime Contractor of paragraphs 3 to 7 (inclusive) ofAppendix 6 (Diversity and Equality Requirements) (or such otherdiversity and equality requirements which are the equivalent of orsimilar to paragraphs 3 to 7 (inclusive) of Appendix 6 (Diversity andEquality Requirements) as notified by the Contracting Body to the

Prime Contractor from time to time) shall be a material breach of theContract for the purposes of Clause 8.2 (Termination on Default).

4.2.4 Where delivering the Services in Wales, thePrime Contractor shall comply at all times with therequirements set out in Appendix 7 (WelshLanguage Scheme) or such other requirementsas notified by the Contracting Body to the PrimeContractor from time to time.

4.2.5 In delivering the Services, the Prime Contractorshall operate at all times in accordance with the

apprenticeships and skills requirements set out inAppendix 10 (Apprenticeships and SkillsRequirements) or such other apprenticeships and


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skills requirements as notified by the ContractingBody to the Prime Contractor from time to time.

4.3 TUPE Compliance (General) and Employment Matters

Application of TUPE Regulations

4.3.1 The Contracting Body and the Prime Contractor agree thatwhere the identity of a provider (including the Incumbent Contractor)of any service which constitutes or which will constitute part of theServices is changed pursuant to the Contract (including upontermination of the Contract) then the change shall constitute aRelevant Transfer.

4.3.2 On the occasion of any Relevant Transfer the PrimeContractor shall and shall use reasonable endeavours to procurethat any Replacement Contractor shall comply with all of itsobligations under the TUPE Regulations and the Directive in respectof the Relevant Employees.

4.3.3 The Prime Contractor shall, from the CommencementDate and from the date of any subsequent Relevant Transfer,comply and procure that each Sub-contractor shall comply with theCabinet Office Statement of Practice on staff transfers in the PublicSector (COSOP) together with Annex A, Fair Deal on Pensions2004, and any other relevant Code of Practice or guidance.

Sub-contractors

4.3.4 In the event that the Prime Contractor enters into any Sub-contract in connection with the Contract, it shall impose obligationson its Sub-contractor in the same terms as those imposed on it

pursuant to Clauses 4.3 and 4.4 and shall procure that the Sub-contractor complies with such terms. The Prime Contractor and theSub-contractor shall indemnify the Contracting Body and keep theContracting Body indemnified in full from and against all directliability and any other loss suffered by the Contracting Body as aresult of, or in connection with, any failure on the part of the Sub-contractor to comply with such terms.

Emoluments and Outgoings

4.3.5 The Contracting Body and the Prime Contractor acknowledge thatany employer of a Relevant Employee is responsible for all

remuneration, benefits, entitlements and outgoings in respect of theRelevant Employees up to and including the date of a RelevantTransfer, including without limitation all wages, holiday pay,bonuses, commissions, payment of PAYE, national insurancecontributions, pension contributions and otherwise, up to the date ofthe Relevant Transfer.

4.3.6 The Prime Contractor shall be responsible for all remuneration,benefits, entitlements and outgoings in respect of the RelevantEmployees, including without limitation all wages, holiday pay,bonuses, commissions, payment of PAYE, national insurancecontributions, pension contributions and otherwise, from and

including the Transfer Date.

Provision of Information


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4.3.7 At any time prior to the Relevant Transfer and during the ContractPeriod, the Prime Contractor shall (and shall procure that each Sub-contractor shall) cooperate with the Contracting Body (and anyIncumbent Contractor), or Replacement Contractor, so far as legallypermissible, to provide information, including employee liabilityinformation under the TUPE Regulations, as and when requested.

Indemnities

4.3.8 The Prime Contractor shall indemnify the Contracting Body fromand against any and all loss suffered by the Contracting Body inconnection with or as a result of any claim or demand by anyRelevant Employee arising out of the employment of or terminationof the employment of any Relevant Employee on or after the date ofthe Relevant Transfer provided always that such claim or demandarises out of, or in connection with, any act or omission of the PrimeContractor or any Sub-contractor.

4.3.9 The Prime Contractor shall indemnify the Contracting Body fromand against any and all loss suffered by the Contracting Body inconnection with or as a result of any claim by any RelevantEmployee that the identity of the Prime Contractor or Sub-contractoris to that Relevant Employee's detriment or that the terms andconditions to be provided by the Prime Contractor or any Sub-contractor or any proposed measures of the Prime Contractor orany Sub-contractor are to that employee's detriment whether suchclaim arises before or after the Transfer Date.

Pension Protection

4.3.10 The Prime Contractor shall and shall procure that each Sub-contractor shall ensure, from the Commencement Date and from thedate of any subsequent Relevant Transfer during the period that theContract is in force, that Original Public Sector Employees who areeligible for public sector pension scheme to which COSOP and anyother relevant Code of Practice or guidance applies, shall be offeredmembership of a pension scheme broadly comparable to their pre-transfer pension scheme.

4.3.11 The Prime Contractor shall and shall procure that each Sub-contractor shall ensure, from the Commencement Date and from the

date of any subsequent Relevant Transfer during the period that theContract is in force, that, when employing staff who are not OriginalPublic Sector Employees, such staff have access to good qualitypension arrangements that comply with relevant legislation fromtime to time in force including the Pensions Act 2004, the pensionprovisions of the COSOP and any other relevant Code of Practice orguidance.

4.3.12 The Prime Contractor shall ensure, and shall procure that each Sub-contractor shall ensure, that from the Commencement Date, andfrom the date of any subsequent Relevant Transfer during theperiod that the Contract is in force, it shall have certification from the

Government Actuarys Department, that any pension arrangementsprovided to Original Public Sector Employees to which COSOP and


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any other relevant Code of Practice or guidance applies, are atleast, broadly comparable to their pre-transfer pension scheme.

4.3.13 The Prime Contractor shall ensure, and shall procure that each Sub-contractor shall ensure, that from the Commencement Date, fromthe date of any subsequent Relevant Transfer during the period thatthe Contract is in force and on expiry or termination of the Contract,

that it will comply with COSOP and any other relevant Code ofPractice or Guidance in respect of compliance with bulk transferagreements received from incumbent providers of the Services andcooperating in the provision of information in respect of relevant bulktransfer agreements with any new provider of the Services.

4.3.14 Clauses 4.3.10 to 4.3.13 are intended to confer rights on theTransferring Employees pursuant to the Contracts (Rights of ThirdParties) Act 1999. Provided that if the Contracting Body and thePrime Contractor rescind this Contract or vary any of its terms(including any release or compromise in whole or in part of liability)in accordance with the relevant provisions of this Contract or

terminate this Contract, such rescission, variation or termination willnot require the consent of any Transferring Employee.

4.4 Employee Provisions on Expiry or Termination

Handover on Expiry or Termination

4.4.1 During the twelve (12) months preceding the expiry of the Contractor after the Contracting Body has given notice to terminate theContract or at any other time as directed by the Contracting Body,and within ten (10) Working Days of being so requested by theContracting Body, the Prime Contractor shall fully and accurately

disclose to the Contracting Body any and all information in relationto all personnel engaged in the provision of the Services includingall Relevant Employees who are to transfer as a consequence of aRelevant Transfer as the Contracting Body may request, inparticular but not necessarily restricted to any of the following:-

(a) a list of employees employed by the Prime Contractor;

(b) a list of agency workers, agents and independentcontractors engaged by the Prime Contractor;

(c) the total payroll bill (i.e. total taxable pay and allowances

including employer's contributions to pension schemes) ofthose personnel; and

(d) the terms and conditions of employment of the RelevantEmployees, their age, salary, date continuous employmentcommenced and (if different) the commencement date,accrued holiday entitlement, pension details, location,retirement age, enhancement rates, any other factorsaffecting their redundancy entitlement and any outstandingclaims arising from employment.

4.4.2 The Prime Contractor shall warrant the accuracy andcompleteness of all the information provided to the ContractingBody pursuant to Clause 4.4.1 and authorises the Contracting Bodyto use any and all the information as it may consider necessary for


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the purposes of its businesses or for informing any tenderer for anyservices which are substantially the same as the Services (or anypart thereof).

4.4.3 During the twelve (12) months preceding the expiry of theContract or where notice to terminate the Contract for whateverreason has been given, the Prime Contractor shall allow the

Contracting Body or such other persons as may be authorised bythe Contracting Body to communicate with and meet the RelevantEmployees and their trade union or employee representatives asthe Contracting Body may reasonably request.

4.4.4 During the twelve (12) months preceding the expiry of theContract or where notice to terminate the Contract for whateverreason has been given, the Prime Contractor shall not withoutApproval unless bona fide in the ordinary course of business:

(a) vary or purport or promise to vary the terms andconditions of employment of any employee employed inconnection with provision of the Services;

(b) increase or decrease the number of employeesemployed in connection with provision of the Services; or

(c) assign or redeploy any employee employed inconnection with provision of the Services to other dutiesunconnected with provision of the Services.

Indemnity

4.4.5 The Prime Contractor shall indemnify the Contracting Bodyand any Replacement Contractor and keep the Contracting Bodyand any Replacement Contractor indemnified in full from and

against all direct liability or any other loss suffered by theContracting Body (or any Replacement Contractor) as a result of, orin connection with, the employment or termination of employment ofany employee of the Prime Contractor during any period prior to thedate of expiry or termination of the Contract provided always thatsuch liability or loss arises out of, or in connection with, any act oromission of the Prime Contractor or any Sub-contractor.

4.5 The Contracts (Rights of Third Parties) Act 1999

Without prejudice to Clause 4.3.14, a person who is not a party to the Contracthas no right under the Contracts (Rights of Third Parties) Act 1999 to enforce

any of its provisions which, expressly or by implication, confer a benefit on him,without the prior written agreement of the Parties, but this does not affect anyright or remedy of any person which exists or is available otherwise thanpursuant to that Act and does not apply to the Crown. If the Contracting Bodyand the Prime Contractor rescind this Contract or vary any of its terms(including any release or compromise in whole or in part of liability) inaccordance with the relevant provisions of this Contract or terminate thisContract, such rescission, variation or termination will not require the consentof any third party.

4.6 Environmental Requirements

4.6.1 The Prime Contractor shall, when working on the Premises, performits obligations under the Contract in accordance with the ContractingBody's environmental policy, which is to conserve energy, water,


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wood, paper and other resources, reduce waste and phase out theuse of ozone depleting substances and minimise the release ofgreenhouse gases, volatile organic compounds and othersubstances damaging to health and the environment.

4.6.2 In delivering the Services, the Prime Contractor shall comply at alltimes with the requirements set out in Appendix 9 (Sustainable

Development Requirements) or such other requirements as notifiedby the Contracting Body to the Prime Contractor from time to time.

4.7 Health and Safety

4.7.1 The Prime Contractor shall take all necessary steps to ensure thehealth, safety and welfare of all Customers to the same extent andin the same manner as an employer is required to do in relation toemployees by or under the relevant legislation for the time being inforce in that part of the United Kingdom where the Prime Contractoris providing the Services.

4.7.2 Without prejudice to Clause 4.7.1, the Prime Contractor shallpromptly notify the Contracting Body of any health and safetyhazards which may arise in connection with the performance of itsobligations under the Contract. The Contracting Body shall promptlynotify the Prime Contractor of any health and safety hazards whichmay exist or arise at the Premises and which may affect the PrimeContractor in the performance of its obligations under the Contract.

4.7.3 While on the Contracting Body Premises, the Prime Contractorshall comply with any health and safety measures implemented bythe Contracting Body in respect of Staff and other persons workingthere.

4.7.4 The Prime Contractor shall notify the Contracting Bodyimmediately in the event of any incident occurring in theperformance of its obligations under the Contract on the Premiseswhere that incident causes any personal injury or damage toproperty which could give rise to personal injury.

4.7.5 The Prime Contractor shall comply with the requirements ofthe Health and Safety at Work etc. Act 1974 and any other acts,orders, regulations and codes of practice relating to health andsafety, which may apply to Staff and other persons working on thePremises in the performance of its obligations under the Contract.

4.7.6 The Prime Contractor shall ensure that its health and safetypolicy statement (as required by the Health and Safety at Work etcAct 1974) is made available to the Contracting Body on request.

4.7.7 The Prime Contractor shall ensure that where relevant each Sub-contractor complies with all obligations of the Prime Contractorunder this Clause 4.7.

5. PROTECTION OF INFORMATION

5.1 Contracting Body Data

5.1.1 The Prime Contractor shall not delete or remove any proprietarynotices contained within or relating to the Contracting Body Data.


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5.1.2 The Prime Contractor shall not store, copy, disclose, or use theContracting Body Data except as necessary for the performance bythe Prime Contractor of its obligations under the Contract or asotherwise expressly authorised in writing by the Contracting Body.

5.1.3 To the extent that Contracting Body Data is held and/or processedby the Prime Contractor, the Prime Contractor shall supply that

Contracting Body Data to the Contracting Body as requested by theContracting Body in the format specified by the Contracting Bodyfrom time to time.

5.1.4 The Prime Contractor shall take responsibility for preserving theintegrity of Contracting Body Data and preventing the corruption orloss of Contracting Body Data.

5.1.5 The Prime Contractor shall perform secure back-ups of allContracting Body Data and shall ensure that up-to-date back-upsare stored off-site. The Prime Contractor shall ensure that suchback-ups are available to the Contracting Body at all times uponrequest.

5.1.6 The Prime Contractor shall ensure that any system on which thePrime Contractor holds any Contracting Body Data, including back-up data, is a secure system that complies with the Security Policy.

5.1.7 If the Contracting Body Data is corrupted, lost or sufficientlydegraded as a result of the Prime Contractor's Default so as to beunusable, the Contracting Body may:

(a) require the Prime Contractor (at the Prime Contractor'sexpense) to restore or procure the restoration ofContracting Body Data and the Prime Contractor shall doso as soon as practicable but not later than 24 hours;and/or

(b) itself restore or procure the restoration of ContractingBody Data, and shall be repaid by the Prime Contractorany reasonable expenses incurred in doing so.

5.1.8 If at any time the Prime Contractor suspects or has reason tobelieve that Contracting Body Data has or may become corrupted,lost or sufficiently degraded in any way for any reason, then the

Prime Contractor shall notify the Contracting Body immediately andinform the Contracting Body of the remedial action the PrimeContractor proposes to take.

5.1.9 In accordance with the DWP Off Shoring Policy and while notin any way limiting any other provision of this Contract, theContractor, or any of its sub-contractors shall not process, host oraccess Contracting Body Data from premises outside the UnitedKingdom without prior written consent of the Contracting Body, andwhere the Contracting Body gives consent, the Prime Contractorshall comply with all reasonable instructions notified to it by theContracting Body in relation to the Contracting Body Data in

question.

5.1.10 Any breach by the Prime Contractor of this Clause 5.1shall be a material breach for the purposes of Clause 8.2


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(Termination on Default) and shall entitle the Contracting Body (atits absolute discretion) to exercise its rights under the correspondingprovisions of Clause 8.2 (Termination on Default).

5.2 Data Protection Act

5.2.1 For the purposes of Clause 5.2, the terms "Data Controller", "Data

Processor", Data Subject, "Personal Data", "Process" and"Processing" shall have the meanings prescribed under the DPA.

5.2.2 The Prime Contractor shall (and shall procure that all of its Staff)comply with any notification requirements under the DPA and bothParties will duly observe all of their obligations under the DPA whicharise in connection with the Contract.

5.2.3 Notwithstanding the general obligation in Clause 5.2.2, where thePrime Contractor is Processing Personal Data as a Data Processorfor the Contracting Body the Prime Contractor shall:-

(a) Process the Personal Data only in accordance withinstructions from the Contracting Body as set out in theContract or as otherwise notified by the Contracting Body;

(b) comply with all applicable laws;

(c) Process the Personal Data only to the extent, and in suchmanner as is necessary for the provision of the PrimeContractor's obligations under the Contract;

(d) implement appropriate technical and organisationalmeasures to protect the Personal Data againstunauthorised or unlawful Processing and againstaccidental loss, destruction, damage, alteration ordisclosure. These measures shall be appropriate to theharm which might result from any unauthorised or unlawfulProcessing, accidental loss, destruction or damage to thePersonal Data and having regard to the nature of thePersonal Data which is to be protected;

(e) take reasonable steps to ensure the reliability of all Staffwho may have access to the Personal Data and use allreasonable endeavours to ensure that such persons have

sufficient skills and training in the handling of PersonalData;

(f) obtain Approval in order to transfer the Personal Data toany agents, Sub-contractors or suppliers for the provisionof the Services (save that where Approval of any Sub-contractor has been granted by the Contracting Bodypursuant to Clause 6.1 (which shall include the Approval ofsuch Sub-contractors security plan) the Prime Contractorshall be entitled to transfer the Personal Data to such Sub-contractor without obtaining Approval pursuant to thisClause 5.2.3 (f));

(g) not Process or otherwise cause or permit the PersonalData to be transferred outside the European EconomicArea without Approval. If, after the Commencement Date,


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the Prime Contractor (or any Sub-contractor) wishes toProcess and/or transfer any Personal Data outside of theEuropean Economic Area, the following provisions shallapply:

(i) the Prime Contractor shall comply with then-current Contracting Body, Government and

Information Commissioner Office policies,procedures, guidance and codes of practice on,and any approvals processes in connection with,the Processing and/or transfers of Personal Dataoutside the European Economic Area and/oroverseas generally; and

(ii) the Prime Contractor shall comply with such otherinstructions and shall carry out such other actionsas the Contracting Body may notify in writing.

(h) ensure that all Staff required to access the Personal Dataare informed of the confidential nature of the PersonalData and comply with the obligations set out in this Clause5.2;

(i) ensure that none of the Staff publish, disclose or divulgeany of the Personal Data to any third parties unlessdirected in writing to do so by the Contracting Body;

(j) not disclose the Personal Data to any third parties in anycircumstances other than with the written consent of theContracting Body or in compliance with a legal obligationimposed upon the Contracting Body;

(k) notify the Contracting Body within five (5) Working Days ifit receives:

(i) a request from a Data Subject to haveaccess to that persons Personal Data; or

(ii) a complaint or request relating to theContracting Bodys obligations under the DPA.

(l) provide the Contracting Body with full cooperation and

assistance in relation to any complaint or request made,including by:

(i)providing the Contracting Body with full detailsof the complaint or request;

(ii) complying with a data access requestwithin the relevant timescales set out in the DPAand in accordance with the Contracting Body'sinstructions;

(iii) providing the Contracting Body with any

Personal Data it holds in relation to a DataSubject (within the timescales required by theContracting Body); and


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(iv) providing the Contracting Body with anyinformation requested by the Contracting Body.

(m) permit the Contracting Body or the ContractingBodys representative (subject to reasonable andappropriate confidentiality undertakings), to inspect andaudit, in accordance with Clause 5.13, the Prime

Contractors data Processing activities (and/or those of itsagents, Sub-contractors and suppliers) and comply with allreasonable requests or directions by the Contracting Bodyto enable the Contracting Body to verify and/or procurethat the Prime Contractor is in full compliance with itsobligations under the Contract; and

(n) provide a written description of the technical andorganisational methods employed by the Prime Contractorfor Processing Personal Data (within the timescalesrequired by the Contracting Body).

5.2.4 The Prime Contractor shall comply at all times with the DPAand shall not perform its obligations under the Contract in such away as to cause the Contracting Body to breach any of itsapplicable obligations under the DPA.

5.2.5 The Prime Contractor shall indemnify and keep

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