047. CPA9 Ingeus-Deloitte - MWA Order Form and Annexes 1 and 2 Redacted FINAL

8/3/2019 047. CPA9 Ingeus-Deloitte - MWA Order Form and Annexes 1 and 2 Redacted FINAL

1/126

ORDER FORM

Mandatory Work Activity

This Order Form is issued subject to the provisions of the framework agreement entered intobetween the Secretary of State for Work and Pensions and the Prime Contractor on 20 January2011 (the Framework Agreement). The Prime Contractor agrees to supply the services

specified below on and subject to the terms of this Contract. For the avoidance of doubt, theContract consists of:-

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

(b) the Mandatory Work Activity Call-Off Terms and Conditions together with theappendices 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 at Appendix 11 ofthe Mandatory Work Activity Call-Off Terms and Conditions);

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

(e) the Contractor Guidance (as more particularly described in the Mandatory Work ActivityCall-Off Terms and Conditions).

Order Number 01/09MWA

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:

Ingeus UK Ltd.

For theattention of:

E-mail

Redacted


2/126

Telephonenumber

Address Redacted

GUARANTEE

Guarantee to beprovided

YES

Parent Company (the Guarantor)

Parent CompanyAddress

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 of


3/126

the 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 9

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

Contract Package Area 9 North East

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 Sensitive Information orConfidential Information:

(a) Commercially Sensitive Information

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

(b) Confidential Information

None identified by Prime Contractor

(4.2) Duration that the information shall be deemed Commercially Sensitive Informationor Confidential Information:

a) Commercially Sensitive Information

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

(b) Confidential Information

None identified by Prime Contractor

5. MANDATORY WORK ACTIVITY ALTERNATIVE AND/OR ADDITIONALREQUIREMENTS


4/126

(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 CONTRACTOR AGREES toenter a legally binding contract with the Contracting Body to provide the Services. The PrimeContractor and the Contracting Body hereby acknowledge and agree that they have read theMandatory Work Activity Call-Off Terms and Conditions and this Order Form and by signing belowagree to be bound by the terms 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


5/126

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


6/126

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


7/126

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


8/126

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


9/126

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 auditorappointed 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


10/126

"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 sensitivepersonal data within the meaning ofthe DPA; and

and does not include any information:-

(i) which was public knowledge at thetime of 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:-

(a) the Order Form;

(b) the Specification;

(c) the Tender;

(d) the Contractor Guidance; and


11/126

(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 OrderForm

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


12/126

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 orindirectly, 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 Actfrom time to time together with any guidance


13/126

and/or codes of practice issued by theInformation Commissioner or relevantgovernment department in relation to suchlegislation

DWP Off shoring Policy means the Contracting Bodys policy andprocedures as advised to the Prime Contractor

from 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 2000

and any subordinate legislation made underthis Act from time to time, together with anyguidance and/or codes of practice issued bythe Information Commissioner or relevant


14/126

government department in relation to suchlegislation

"Force Majeure" means any event or occurrence which isoutside the reasonable control of the Partyconcerned and which is not attributable to anyact or failure to take preventative action by that

Party, 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 withinthe Prime Contractor's or any Sub-contractor's organisation; or

(b) the failure by any Sub-contractor toperform its obligations under any Sub-contract unless the Sub-contractor isitself 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 time

to time)

Guarantor means the guarantor identified in the OrderForm

"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 andexperienced person or body engaged in asimilar type of undertaking under the same or

similar circumstances

ICT Environment means the Contracting Body System and the


15/126

Prime Contractor System

Incumbent Contractor means any contractor providing any servicewhich constitutes or which will constitute part ofthe Services immediately before the TransferDate

"Information" has the meaning given under Section 84 of theFOIA

"Initial Contract Period" means the period from the CommencementDate to the date of expiry set out in the OrderForm, or such earlier date of termination orpartial termination of the agreement inaccordance with the provisions of the Contract

"Intellectual PropertyRights" and "IPRs"

means patents, inventions, trade marks,service marks, logos, design rights (whetherregisterable or otherwise), applications for any

of the foregoing, copyright, database rights,domain names, trade or business names,moral rights and other similar rights orobligations whether registerable or not in anycountry (including but not limited to the UnitedKingdom) and the right to sue for passing off

JSA means Job Seekers Allowance

JCP means Jobcentre Plus, an Executive Agency ofthe Contracting Body

Landed Resources means when the Prime Contractor (or any of itsSub-contractors) cause foreign nationals to bebrought to the United Kingdom, to provide theServices

"Law" means any applicable Act of Parliament,subordinate legislation within the meaning ofSection 21(1) of the Interpretation Act 1978,exercise of the royal prerogative, enforceablecommunity right within the meaning of Section2 of the European Communities Act 1972,

regulatory policy, guidance or industry code, judgment of a relevant court of law, ordirectives or requirements of any RegulatoryBody of which the Prime Contractor is bound tocomply

MWA means Mandatory Work Activity a provisionwhereby customers in receipt of JSA arereferred to the Prime Contractor by JCPPersonal Advisors to complete not less thanthirty (30) hours of work related activity overnot less than a four (4) week period

MWA Placement StartDate

means the date recorded by the PrimeContractor as the date the Customer starts theMWA placement and recorded on the


16/126

Contracting 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 causeundesired effects on program files, data or other

information, 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 whichwere the equivalent of or similar to the

Services, 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 orwhich is engaged by the same or similar

business to the Prime Contractor. The term"Holding Company" shall have the meaningascribed in Section 1159 of the Companies Act


17/126

2006 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 Payment

system

"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, models

and designs"Premises" means the location where the Services are to

be 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 ultimateholding company and all subsidiaries of its

ultimate 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 copysystem/process utilised in the delivery of the

Services 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 forthe purposes of the Contract including

any IPRs in the Deliverables and/orsoftware and all updates andamendments of these items created


18/126

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 Contracting

Body 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 the

MWA 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 mattersdealt with in the Contract or any other affairs of

the 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 ofthe TUPE Regulations

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


19/126

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 forthe 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


20/126

Sub-contract means any contract or agreement or proposedcontract 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 or

necessary for the management, direction orcontrol 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 Prime

Contractor 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


21/126

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

1.2.1 words importing the singular meaning include where the context so admits theplural 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 clause unless statedotherwise;

1.2.4 references to any statute, enactment, order, regulation or other similar instrumentshall be construed as a reference to the statute, enactment, order, regulation orinstrument as amended by any subsequent enactment, modification, order,regulation or instrument as subsequently amended or re-enacted;

1.2.5 references to any person shall include natural persons and partnerships, firmsand other incorporated bodies and all other legal persons of whatever kind andhowever constituted and their successors and permitted assigns or transferees;

1.2.6 the words "include", "includes" and "including" are to be construed as if they wereimmediately followed by the words "without limitation"; and

1.2.7 headings are included in the Contract for ease of reference only and shall notaffect the interpretation or construction of the Contract.

1.2.8 in the event and to the extent only of any conflict between the clauses and theremainder of the appendices, the clauses shall prevail over the remainder of theappendices.

1.3 Contract Period

The Contract shall take effect on the Commencement Date and shall expire automatically onthe date set out in the Order Form or if extended under Clause 6.7 (Extension of InitialContract Period) on the date of expiry of such extension, unless it is otherwise terminated inaccordance with the provisions of the Contract, or otherwise lawfully terminated.

1.4 Prime Contractor's Status

At all times during the Contract Period the Prime Contractor shall be an independentcontractor and nothing in the Contract shall create a contract of employment, a relationship ofagency or partnership or a joint venture between the Parties and, accordingly, neither Partyshall be authorised to act in the name of, or on behalf of, or otherwise bind the other Partysave as expressly permitted by the terms of the Contract.

1.5 Contracting Body's Obligations

Save as otherwise expressly provided, the obligations of the Contracting Body under theContract are obligations of the Contracting Body in its capacity as a contracting counterpartyand nothing in the Contract shall operate as an obligation upon, or in any other way fetter orconstrain the Contracting Body in any other capacity, nor shall the exercise by theContracting Body of its duties and powers in any other capacity lead to any liability under theContract (howsoever arising) on the part of the Contracting Body to the Prime Contractor.

1.6 Entire Agreement


22/126

1.6.1 This Contract constitutes the entire agreement and understanding between theParties in respect of the matters dealt with in it and supersedes, cancels ornullifies any previous agreement between the Parties in relation to such matters.

1.6.2 Each of the Parties acknowledges and agrees that in entering into the Contract itdoes not rely on, and shall have no remedy in respect of, any statement,representation, warranty or undertaking (whether negligently or innocently made)

other than as expressly set out in the Contract. The only remedy available toeither Party for any such statements, representation, warranty or understandingshall be for breach 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 fraudulentmisrepresentation.

1.6.4 In the event of and only to the extent of any conflict between the Order Form, theclauses of the Contract, the Tender, the Specification, the Contractor Guidanceand any document referred to in the clauses of the Contract, the conflict shall beresolved in accordance 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 the Contract.

1.6.5 The Contract may be executed in counterparts each of which when executed anddelivered shall constitute an original but all counterparts together shall constituteone and the same instrument.

1.7 Notices

1.7.1 Except as otherwise expressly provided within the Contract, no notice or othercommunication from one Party to the other shall have any validity under theContract unless made in writing by or on behalf of the Party sending thecommunication.

1.7.2 Any notice or other communication which is to be given by either Party to theother shall be given by letter (sent by hand, post, registered post or by therecorded delivery service) or by facsimile transmission or electronic mail. Suchletters shall be addressed to the other Party in the manner referred to in Clause1.7.3. Provided the relevant communication is not returned as undelivered, thenotice or communication shall be deemed to have been given two (2) WorkingDays after the day on which the letter was posted, or four (4) hours, in the case ofelectronic mail or facsimile transmission or sooner where the other Partyacknowledges receipt of such letters, facsimile transmission or item of electronicmail.

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

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


23/126

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

1.7.4 Either Party may change its address for service by serving a notice in accordancewith this Clause.

1.8 Mistakes in Information

The Prime Contractor shall be responsible for the accuracy of all documentation andinformation supplied to the Contracting Body by the Prime Contractor in connection with thesupply of the Services and shall pay the Contracting Body any extra costs occasioned by anydiscrepancies, errors or omissions therein.

1.9 Conflicts of Interest

1.9.1 The Prime Contractor shall take appropriate steps to ensure that neither thePrime Contractor nor any Staff are placed in a position where (in the reasonableopinion of the Contracting Body), there is or may be an actual conflict, or apotential conflict, between the pecuniary or personal interests of the Prime

Contractor (or of any Affiliate or of the Prime Contractors Group) or Staff and theduties owed to the Contracting Body under the provisions of the Contract.

1.9.2 The Prime Contractor shall promptly notify the Contracting Body (and provide fullparticulars to the Contracting Body) if any conflict referred to in Clause 1.9.1above arises or is reasonably foreseeable.

1.9.3 The Contracting Body reserves the right to terminate the Contract immediately bygiving notice in writing to the Prime Contractor and/or to take such other steps itdeems necessary where, in the reasonable opinion of the Contracting Body, thereis or may be an actual conflict, or a potential conflict, between the pecuniary orpersonal interests of the Prime Contractor (or of any Affiliate or of the PrimeContractors Group) and the duties owed to the Contracting Body under theprovisions of the Contract. The actions of the Contracting Body pursuant to thisClause shall not prejudice or affect any right of action or remedy which shall haveaccrued or shall thereafter accrue to the Contracting Body.

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

1.10 Prevention of Fraud

1.10.1 The Prime Contractor shall use its best endeavours, in accordance with GoodIndustry Practice, to prevent Fraud and irregularity by Staff and the PrimeContractor (including its shareholders, members and directors) in connection withthe receipt of monies from the Contracting Body.

1.10.2 The Prime Contractor shall notify the Contracting Body immediately if it hasreason to suspect that any Fraud or irregularity has occurred or is occurring or islikely to occur.

1.10.3 Notwithstanding the general obligations in Clauses 1.10.1 and 1.10.2, the PrimeContractor shall and shall procure that each Sub-contractor shall:

(a) have an established system that enables its staff to report inappropriate

behaviour by colleagues in respect of any claims for payment under theContract;


24/126

(b) ensure that the Prime Contractors (or each Sub-contractors)performance management systems do not encourage individual staff tomake false claims for payment under the Contract;

(c) ensure a segregation of duties within the Prime Contractors (or eachSub-contractors) operations between those staff directly involved indelivering the Services and those making claims for payment under the

Contract; and

(d) establish an audit system to provide periodic checks, at a minimum ofsix (6) monthly intervals, to ensure effective and accurate recording andreporting of performance of the Services.

1.10.4 The Prime Contractor shall co-operate fully with the Contracting Body and assist itin the identification of Customers who may be unlawfully claiming state benefits.The Contracting Body may from time to time brief the Prime Contractor as to theco-operation and assistance it reasonably requires including the provision ofinformation regarding Fraud by Customers. On receipt of the information, furtherevidence may be collected by the Contracting Body or other governmentdepartment, office or agency of Her Majestys Government with a view toprosecution.

1.10.5 If the Prime Contractor or its Staff commits any Fraud or irregularity in relation tothe Contract or any other contract with a Contracting Authority or the ContractingBody, the Contracting Body may:-

(a) terminate the Contract and any other contract the Contracting Body haswith the Prime Contractor with immediate effect by giving the PrimeContractor notice in writing and recover from the Prime Contractor theamount of any loss suffered by the Contracting Body resulting from thetermination including the cost reasonably incurred by the ContractingBody of making other arrangements for the supply of the Services andany additional expenditure incurred by the Contracting Body throughoutthe remainder of the Contract Period;

(b) recover in full from the Prime Contractor any other loss sustained by theContracting Body in consequence of any breach of this Clause 1.10,whether or not the Contract has been terminated;

(c) where the Contracting Body finds that the Prime Contractor hasdeliberately submitted a false claim for payments in relation to theContract with the knowledge of its senior officers, recover in full from thePrime Contractor the amount or value of such payment; and/or

(d) without prejudice to Clause 1.10.5 (c), where the Contracting Body is aCrown Body and the Contracting Body finds that the Prime Contractorhas deliberately submitted a false claim for payment in relation to anycontract entered into with any Crown Body (including the ContractingBody) with the knowledge of its senior officers, recover in full from thePrime Contractor the amount or value of such payment.

1.10.6 Without prejudice to the foregoing, if the Prime Contractor or its Staff commits anyFraud or irregularity in relation to the Contract, the Prime Contractor shall also paythe Contracting Body a sum of 5,000 (five thousand pounds) in the event of a

minor Fraud or irregularity, or 25,000 (twenty-five thousand pounds) in the eventof a serious Fraud or irregularity, by way of liquidated damages. The Partiesconfirm that these sums represent an agreed genuine pre-estimate of the lossthat the Contracting Body would suffer in respect of the cost of senior


25/126

management time in dealing with the act of Fraud or irregularity and damages forloss of reputation to the Contracting Body. For the purposes of this Clause, aminor Fraud or irregularity shall be where the total amount of invalid payments inrespect of the act of Fraud or irregularity (or a series of related Frauds orirregularities) is less than 25,000 (twenty-five thousand pounds). A serious Fraudor irregularity shall be any act of Fraud or irregularity (or any series of related actsof Fraud or irregularities) where the total amount of invalid payments is equal to or

exceed 25,000 (twenty-five thousand pounds).

1.11 Guarantee

1.11.1 Unless otherwise expressly notified by the Contracting Body, before theCommencement Date, the Prime Contractor shall procure that the Guarantorshall:

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

(b) deliver to the Contracting Body a certified copy extract of the boardminutes of the Guarantor approving the execution of the Guarantee.

1.11.2 In the event that the Prime Contractor fails to comply with this Clause 1.11, theContracting Body reserves the right to terminate the Contract with immediateeffect and without liability by giving notice in writing to the Prime Contractor.

2. SUPPLY OF SERVICES

2.1 The Services

2.1.1 The Prime Contractor shall supply the Services during the Contract Period inaccordance with the Contracting Body's requirements as set out in the Contract inconsideration for the payment of the Contract Price. The Contracting Body mayinspect and examine the manner in which the Prime Contractor supplies theServices at the Premises during normal business hours on reasonable notice.

2.1.2 If the Contracting Body informs the Prime Contractor in writing that theContracting Body reasonably believes that any part of the Services does not meetthe requirements of the Contract or differs in any way from those requirements,and this is other than as a result of a Default on the part of the Contracting Body,the Prime Contractor shall at its own expense re-schedule and carry out theServices in accordance with the requirements of the Contract within suchreasonable time as may be specified by the Contracting Body.

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

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

2.1.5 Whilst not in anyway limiting any other provision of this Contract, in delivering theServices the Prime Contractor, or any of its Sub-contractors, shall comply with the

DWP Off Shoring Policy. The DWP Off Shoring Policy shall apply to LandedResources.

2.2 Volumes


26/126

2.2.1 The Prime Contractor acknowledges that, in entering the Contract, no form ofvolume guarantee has been granted by the Contracting Body in respect of thenumber or volume of Customers during the Contract Period. The PrimeContractor acknowledges that any volumes of Customers referred to in the OrderForm and/or the Specification shall be indicative only and shall not be binding onthe Contracting Body.

2.2.2 The Prime Contractor acknowledges that the volume of Customers may fluctuate.

2.3 Provision and Removal of Equipment

2.3.1 Unless otherwise stated in the Order Form, the Prime Contractor shall provide allthe Equipment necessary for the supply of the Services.

2.3.2 The Prime Contractor shall not deliver any Equipment nor begin any work on theContracting Body Premises without obtaining Approval (such Approval not to beunreasonably withheld). The Contracting Body acknowledges that there shall beno breach of the Contract by the Prime Contractor where the sole reason for thebreach is a result of Approval being withheld or not granted pursuant to this

Clause.

2.3.3 All Equipment brought onto the Contracting Body Premises shall be at the PrimeContractor's own risk and the Contracting Body shall have no liability for any lossof or damage to any Equipment unless the Prime Contractor is able todemonstrate that such loss or damage was caused or contributed to by theContracting Body's Default. The Prime Contractor shall provide for the haulage orcarriage thereof to the Contracting Body Premises and the removal of Equipmentwhen no longer required at its sole cost. Unless otherwise agreed, Equipmentbrought onto the Contracting Body Premises will remain the property of the PrimeContractor.

2.3.4 The Prime Contractor shall maintain all items of Equipment within the Premises ina safe, serviceable and clean condition.

2.3.5 The Prime Contractor shall, at the Contracting Body's written request, at its ownexpense and as soon as reasonably practicable:-

(a) remove from the Premises any Equipment which in the reasonableopinion of the Contracting Body is either hazardous, noxious or not inaccordance with the Contract; and

(b) replace such item with a suitable substitute item of Equipment.

2.3.6 Where the Contracting Body Premises are being used in connection withprovision of the Services, on completion of the Services, the Prime Contractorshall remove the Equipment together with any other materials used by the PrimeContractor to supply the Services and shall leave the Contracting Body Premisesin a clean, safe and tidy condition. The Prime Contractor is solely responsible formaking good any damage to the Contracting Body Premises or any objectscontained thereon, other than fair wear and tear, which is caused by the PrimeContractor or any Staff.

2.4 Manner of Carrying Out the Services

2.4.1 The Prime Contractor shall at all times comply with the Quality Standards, and,where applicable, shall maintain accreditation with the relevant Quality Standardsauthorisation body which shall at least conform with the minimum performancelevels and minimum service levels set out in Appendix 14 (Contract Performance)


27/126

herein. To the extent that the standard of Services has not been specified in theContract the Prime Contractor shall agree the relevant standard of the Serviceswith the Contracting Body prior to the supply of the Services and, in any event,the Prime Contractor shall perform its obligations under the Contract inaccordance with the Law and Good Industry Practice.

2.4.2 The Prime Contractor shall ensure that all Staff supplying the Services shall do so

with all due skill, care and diligence and shall possess such qualifications, skillsand experience as are necessary for the proper supply of the Services.

2.5 Prime Contractor's Staff

2.5.1 The Contracting Body may, by written notice to the Prime Contractor, refuse toadmit onto, or withdraw permission to remain on, 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 reasonable opinion of theContracting Body, be undesirable.

2.5.2 At the Contracting Body's written request, the Prime Contractor shall provide a listof the names and addresses of all persons who may require admission inconnection with the Contract to the Contracting Body Premises, specifying thecapacities in which they are concerned with the Contract and giving such otherparticulars as the Contracting Body may reasonably request.

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

2.5.4 If the Prime Contractor fails to comply with Clause 2.5.2 within two (2) Months ofthe date of the request then the Contracting Body may terminate the Contract withimmediate effect by giving notice in writing to the Prime Contractor, providedalways that such termination shall not prejudice or affect any right of action orremedy which shall have accrued or shall thereafter accrue to the ContractingBody.

2.5.5 The decision of the Contracting Body as to whether any person is to be refusedaccess to the Contracting Body Premises and as to whether the Prime Contractorhas failed to comply with Clause 2.5.2 shall be final and conclusive.

2.5.6 The Prime Contractor shall comply with Staff Vetting Procedures in respect of allpersons employed or engaged in the provision of the Services. The PrimeContractor confirms that all persons employed or engaged by the PrimeContractor shall have complied with the Staff Vetting Procedures prior tocommencing the provision of the Services and accessing the Premises.

2.5.7 The Contracting Body may require the Prime Contractor to ensure that anyrelevant staff employed in the provision of the Services has undertaken a CriminalRecords Bureau check. The Prime Contractor shall ensure that no member of

relevant staff who discloses that he/she has a Relevant Conviction, or is found bythe Prime Contractor to have a Relevant Conviction (whether as a result of apolice check or through the Criminal Records Bureau check or otherwise) isemployed or engaged in the provision of any part of the Services.


28/126


29/126

Body in writing without undue delay. Ownership of such modifications shall restwith the Contracting Body.

2.7.4 The Prime Contractor shall (and shall ensure that its Staff shall) observe andcomply with such rules and regulations as may be in force at any time for the useof such land or Contracting Body Premises and conduct of personnel at the landor Contracting Body Premises as determined by the Contracting Body, and the

Prime Contractor shall pay for the cost of making good any damage caused bythe Prime Contractor or its Staff other than fair wear and tear. For the avoidanceof doubt, damage includes damage to the fabric of the buildings, plant, fixedequipment or fittings therein.

2.7.5 The Parties agree that there is no intention on the part of the Contracting Body tocreate a tenancy of any nature whatsoever in favour of the Prime Contractor or itsStaff and that no such tenancy has or shall come into being and, notwithstandingany rights granted pursuant to the Contract, the Contracting Body retains the rightat any time to use any premises owned or occupied by it in any manner it sees fit.

2.8 Property

2.8.1 Where the Contracting Body issues Property free of charge to the PrimeContractor such Property shall be and remain the property of the ContractingBody and the Prime Contractor irrevocably licences the Contracting Body and itsagents to enter upon any premises of the Prime Contractor during normalbusiness hours on reasonable notice to recover any such Property. The PrimeContractor shall not in any circumstances have a lien or any other interest on theProperty and at all times the Prime Contractor shall possess the Property asfiduciary agent and bailee of the Contracting Body. The Prime Contractor shalltake all reasonable steps to ensure that the title of the Contracting Body to theProperty and the exclusion of any such lien or other interest are brought to the

notice of all Sub-contractors and other appropriate persons and shall, at theContracting Body's request, store the Property separately and ensure that it isclearly identifiable as belonging to the Contracting Body.

2.8.2 The Property shall be deemed to be in good condition when received by or onbehalf of the Prime Contractor unless the Prime Contractor notifies theContracting Body otherwise within five (5) Working Days of receipt.

2.8.3 The Prime Contractor shall maintain the Property in good order and condition(excluding fair wear and tear), and shall use the Property solely in connection withthe Contract and for no other purpose without Approval.

2.8.4 The Prime Contractor shall ensure the security of all the Property whilst in itspossession, either on the Premises or elsewhere during the supply of theServices, in accordance with the Contracting Body's reasonable securityrequirements as required from time to time.

2.8.5 The Prime Contractor shall be liable for all loss of, or damage to, the Property(excluding fair wear and tear), unless such loss or damage was caused by theContracting Body's Default. The Prime Contractor shall inform the ContractingBody within two (2) Working Days of becoming aware of any defects appearing inor losses or damage occurring to, the Property.

2.9 Offers of Employment

For the duration of the Contract and for a period of twelve (12) Months thereafter neither theContracting Body nor the Prime Contractor shall employ or offer employment to any of theother Party's staff who have been associated with the procurement and/or the contract


30/126

management of the Services without that other Party's prior written consent, unless theemployment is as a direct result of a bona fide, advertised, recruitment process.

2.10 Monitoring of Prime Contractor Performance

2.10.1 The Contracting Body shall monitor the Prime Contractors performance of theServices in accordance with the provisions of Appendix 3 (Monitoring

Requirements) or such other requirements as notified by the Contracting Body tothe Prime Contractor from time to time. The Contracting Body may organiseregular monitoring and spot checks of the Premises at any time to ensure that thePrime Contractor is complying with its obligations under the Contract and thePrime Contractor shall co-operate fully, at its own cost, with the Contracting Body.The Contracting Body shall use all reasonable endeavours to ensure that theonsite monitoring will not interfere with the delivery of the Services by the PrimeContractor.

2.10.2 The Contracting Body may also appoint an external assessor, subject to thementering into a non disclosure arrangement and having the relevant expertise andcompetence, to participate in the monitoring of the Prime Contractorsperformance of 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 a result of arecommendation of any such persons shall be made in writing and in accordancewith Clause 6.3 (Change Control).

2.10.3 The Prime Contractor shall ensure that the Contracting Body (and its authorisedrepresentatives) have access upon reasonable notice to all relevant property,including the Premises, and information (and where requested are given a copy ofsuch information) necessary to carry out the monitoring referred to in this Clause2.10 including putting in place arrangements to permit legal access to information

as may be required.

2.10.4 With effect from the date of the Contract the Contracting Body and the PrimeContractor shall meet at the times and with such frequency as specified inAppendix 3 (Monitoring Requirements) or as notified by the Contracting Body tothe Prime Contractor from time to time. Such meetings shall be convened by theContracting Body upon the Contracting Body giving reasonable notice to thePrime Contractor.

3. PAYMENT AND FEES

3.1 Fees

3.1.1 In consideration of the Prime Contractor's performance of its obligations under theContract, the Contracting Body shall pay the Fees in accordance with Clause 3.2(Payment and VAT).

3.1.2 The Contracting Body shall, in addition to the Fees and following evidence of avalid VAT invoice, pay the Prime Contractor a sum equal to the VAT chargeableon the value of the Services supplied in accordance with the Contract.

3.2 Payment and VAT

3.2.1 The Contracting Body shall pay all sums due to the Prime Contractor in

accordance with the payment requirements set out in Appendix 4 (PaymentRequirements) within thirty (30) days of receipt of a valid invoice, submitted inaccordance with the payment profile set out in Appendix 5 (Payment Profile).


31/126

3.2.2 The Prime Contractor shall ensure that each invoice contains all appropriatereferences and a detailed breakdown of the Services supplied and that it issupported by any other documentation required by the Contracting Body tosubstantiate the invoice.

3.2.3 Where the Prime Contractor enters into a Sub-contract with a supplier orcontractor for the purpose of performing its obligations under the Contract, it shall

ensure that a provision is included in such Sub-contract which requires paymentto be made of all sums due by the Prime Contractor to the Sub-contractor within aspecified period not exceeding thirty (30) days from the receipt of a valid invoice.

3.2.4 The Prime Contractor shall add VAT to the Fees at the prevailing rate asapplicable.

3.2.5 The Prime Contractor shall indemnify the Contracting Body on a continuing basisagainst any liability, including any interest, penalties or costs incurred, which islevied, demanded or assessed on the Contracting Body at any time in respect ofthe Prime Contractor's failure to account for or to pay any VAT relating topayments made to the Prime Contractor under the Contract. Any amounts dueunder this Clause 3.2.5 shall be paid by the Prime Contractor to the ContractingBody not less than five (5) Working Days before the date upon which the tax orother liability is payable by the Contracting Body.

3.2.6 The Prime Contractor shall not suspend the supply of the Services unless thePrime Contractor is entitled to terminate the Contract under Clause 8.2(Termination on Default) for failure to pay undisputed sums of money.

3.3 Recovery of Sums Due

3.3.1 Wherever under the Contract any sum of money is recoverable from or payableby the Prime Contractor (including any sum which the Prime Contractor is liable topay to the Contracting Body in respect of any breach of the Contract), theContracting Body may unilaterally deduct that sum from any sum then due, orwhich at any later time may become due to the Prime Contractor under theContract or under any other agreement or contract with the Contracting Body orthe Crown.

3.3.2 Any overpayment by either Party, whether of the Fees or of VAT or otherwise,shall be a sum of money recoverable by the Party who made the overpaymentfrom the Party in receipt of the overpayment.

3.3.3 The Prime Contractor shall make any payments due to the Contracting Body

without any deduction whether by way of set-off, counterclaim, discount,abatement or otherwise unless the Prime Contractor has a valid court orderrequiring an amount equal to such deduction to be paid by the Contracting Bodyto the Prime Contractor.

3.3.4 All payments due shall be made within a reasonable time unless otherwisespecified in the Contract, in cleared funds, to such bank or building societyaccount as the recipient Party may from time to time direct.

3.4 Euro

3.4.1 Any requirement of Law to account for the Services in Euro (or to prepare for such

accounting) instead of and/or in addition to sterling, shall be implemented by thePrime Contractor free of charge to the Contracting Body.


32/126

3.4.2 The Contracting Body shall provide all reasonable assistance to facilitatecompliance 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 ContractingBody shall be entitled to gross-up the results of the sample checked, by assumingthat the same type and percentage of errors and over-claims have been made inrespect of the Prime Contractors claim form from which the sample was taken.

3.5.2 Upon prior notice by the Contracting Body to the Prime Contractor of any error orover-claim that reduces the amount claimed, (unless the Prime Contractorprovides sufficient evidence to satisfy the Contracting Body that the error or over-claim has not been the result of grossing-up the results of the representativesample, within thirty (30) days of being notified by the Contracting Body, or suchother period as the Parties may agree), the amount due under the claim form shallbe 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 any employee,agent, servant or representative of the Contracting Body or any other public bodyor person employed by or on behalf of the Contracting Body any gift orconsideration of any kind which could act as an inducement or reward for doing,refraining from doing, or for having done or refrained from doing, any act inrelation to the Contract or any other contract with the Contracting Body or anyother public body or person employed by or on behalf of the Contracting Body, orfor showing or refraining from showing favour or disfavour to any person inrelation to any such contract.

4.1.2 The Prime Contractor warrants that it has not paid commission or agreed to paycommission to the Contracting Body or any other public body or any personemployed by or on behalf of the Contracting Body or any other public body inconnection with the Contract.

4.1.3 If the Prime Contractor, its Staff or any person acting on the Prime Contractor'sbehalf, engages in conduct prohibited by Clauses 4.1.1 or 4.1.2, the ContractingBody may:-

(a) terminate the Contract with immediate effect by giving notice in writing tothe Prime Contractor and recover from the Prime Contractor the amountof any loss suffered by the Contracting Body resulting from thetermination;

(b) recover in full from the Prime Contractor any other loss sustained by theContracting Body in consequence of any breach of those Clauses;and/or

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

4.2 Non-Discrimination


33/126


34/126

4.3.4 In the event that the Prime Contractor enters into any Sub-contract in connectionwith the Contract, it shall impose obligations on its Sub-contractor in the sameterms as those imposed on it pursuant to Clauses 4.3 and 4.4 and shall procurethat the Sub-contractor complies with such terms. The Prime Contractor and theSub-contractor shall indemnify the Contracting Body and keep the ContractingBody indemnified in full from and against all direct liability and any other losssuffered by the Contracting Body as a result 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 that any employerof a Relevant Employee is responsible for all remuneration, benefits, entit lementsand outgoings in respect of the Relevant Employees up to and including the dateof a Relevant Transfer, including without limitation all wages, holiday pay,bonuses, commissions, payment of PAYE, national insurance contributions,pension contributions and otherwise, up to the date of the Relevant Transfer.

4.3.6 The Prime Contractor shall be responsible for all remuneration, benefits,

entitlements and outgoings in respect of the Relevant Employees, includingwithout limitation all wages, holiday pay, bonuses, commissions, payment ofPAYE, national insurance contributions, pension contributions and otherwise,from and including the Transfer Date.

Provision of Information

4.3.7 At any time prior to the Relevant Transfer and during the Contract Period, thePrime Contractor shall (and shall procure that each Sub-contractor shall)cooperate with the Contracting Body (and any Incumbent Contractor), orReplacement Contractor, so far as legally permissible, to provide information,including employee liability information under the TUPE Regulations, as and whenrequested.

Indemnities

4.3.8 The Prime Contractor shall indemnify the Contracting Body from and against anyand all loss suffered by the Contracting Body in connection with or as a result ofany claim or demand by any Relevant Employee arising out of the employment ofor termination of the employment of any Relevant Employee on or after the dateof the Relevant Transfer provided always that such claim or demand arises out of,or in connection with, any act or omission of the Prime Contractor or any Sub-contractor.

4.3.9 The Prime Contractor shall indemnify the Contracting Body from and against anyand all loss suffered by the Contracting Body in connection with or as a result ofany claim by any Relevant Employee that the identity of the Prime Contractor orSub-contractor is to that Relevant Employee's detriment or that the terms andconditions to be provided by the Prime Contractor or any Sub-contractor or anyproposed measures of the Prime Contractor or any Sub-contractor are to thatemployee's detriment whether such claim 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 the date of any subsequentRelevant Transfer during the period that the Contract is in force, that OriginalPublic Sector Employees who are eligible for public sector pension scheme to


35/126

which COSOP and any other relevant Code of Practice or guidance applies, shallbe offered membership 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 shallensure, from the Commencement Date and from the date of any subsequentRelevant Transfer during the period that the Contract is in force, that, when

employing staff who are not Original Public Sector Employees, such staff haveaccess to good quality pension arrangements that comply with relevant legislationfrom time to time in force including the Pensions Act 2004, the pension provisionsof the COSOP and any other relevant Code of Practice or guidance.

4.3.12 The Prime Contractor shall ensure, and shall procure that each Sub-contractorshall ensure, that from the Commencement Date, and from the date of anysubsequent Relevant Transfer during the period that the Contract is in force, itshall have certification from the Government Actuarys Department, that anypension arrangements provided to Original Public Sector Employees to whichCOSOP and any other relevant Code of Practice or guidance applies, are at least,broadly comparable to their pre-transfer pension scheme.

4.3.13 The Prime Contractor shall ensure, and shall procure that each Sub-contractorshall ensure, that from the Commencement Date, from the date of anysubsequent Relevant Transfer during the period that the Contract is in force andon expiry or termination of the Contract, that it will comply with COSOP and anyother relevant Code of Practice or Guidance in respect of compliance with bulktransfer agreements received from incumbent providers of the Services andcooperating in the provision of information in respect of relevant bulk transferagreements with any new provider of the Services.

4.3.14 Clauses 4.3.10 to 4.3.13 are intended to confer rights on the TransferringEmployees pursuant to the Contracts (Rights of Third Parties) Act 1999. Provided

that if the Contracting Body and the Prime Contractor rescind this Contract or varyany of its terms (including any release or compromise in whole or in part ofliability) in accordance with the relevant provisions of this Contract or terminatethis Contract, such rescission, variation or termination will not require the consentof 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 Contract or after theContracting Body has given notice to terminate the Contract or at any other time

as directed by the Contracting Body, and within ten (10) Working Days of being sorequested by the Contracting Body, the Prime Contractor shall fully andaccurately disclose to the Contracting Body any and all information in relation toall personnel engaged in the provision of the Services including all RelevantEmployees who are to transfer as a consequence of a Relevant Transfer as theContracting Body may request, in particular but not necessarily restricted to any ofthe following:-

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

(b) a list of agency workers, agents and independent contractors engagedby the Prime Contractor;

(c) the total payroll bill (i.e. total taxable pay and allowances includingemployer's contributions to pension schemes) of those personnel; and


36/126

(d) the terms and conditions of employment of the Relevant Employees,

their age, salary, date continuous employment commenced and (ifdifferent) the commencement date, accrued holiday entitlement, pensiondetails, location, retirement age, enhancement rates, any other factorsaffecting their redundancy entitlement and any outstanding claimsarising from employment.

4.4.2 The Prime Contractor shall warrant the accuracy and completeness of all theinformation provided to the Contracting Body pursuant to Clause 4.4.1 andauthorises the Contracting Body to use any and all the information as it mayconsider necessary for the purposes of its businesses or for informing anytenderer for any services which are substantially the same as the Services (or anypart thereof).

4.4.3 During the twelve (12) months preceding the expiry of the Contract or wherenotice to terminate the Contract for whatever reason has been given, the PrimeContractor shall allow the Contracting Body or such other persons as may beauthorised by the Contracting Body to communicate with and meet the Relevant

Employees and their trade union or employee representatives as the ContractingBody may reasonably request.

4.4.4 During the twelve (12) months preceding the expiry of the Contract or wherenotice to terminate the Contract for whatever reason has been given, the PrimeContractor shall not without Approval unless bona fide in the ordinary course ofbusiness:

(a) vary or purport or promise to vary the terms and conditions ofemployment of any employee employed in connection with provision ofthe Services;

(b) increase or decrease the number of employees employed in connection

with provision of the Services; or

(c) assign or redeploy any employee employed in connection with provisionof the Services to other duties unconnected with provision of theServices.

Indemnity

4.4.5 The Prime Contractor shall indemnify the Contracting Body and any ReplacementContractor and keep the Contracting Body and any Replacement Contractorindemnified in full from and against all direct liability or any other loss suffered bythe Contracting Body (or any Replacement Contractor) as a result of, or inconnection with, the employment or termination of employment of any employeeof the Prime Contractor during any period prior to the date of expiry or terminationof the Contract provided always that such liability or loss arises out of, or inconnection with, any act or omission 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 Contract has no rightunder 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 theParties, but this does not affect any right or remedy of any person which exists or is availableotherwise than pursuant to that Act and does not apply to the Crown. If the Contracting Body

and the Prime Contractor rescind this Contract or vary any of its terms (including any releaseor compromise in whole or in part of liability) in accordance with the relevant provisions of


37/126

this Contract or terminate this Contract, such rescission, variation or termination will notrequire the consent of any third party.

4.6 Environmental Requirements

4.6.1 The Prime Contractor shall, when working on the Premises, perform itsobligations under the Contract in accordance with the Contracting Body's

environmental policy, which is to conserve energy, water, wood, paper and otherresources, reduce waste and phase out the use of ozone depleting substancesand minimise the release of greenhouse gases, volatile organic compounds andother substances damaging to health and the environment.

4.6.2 In delivering the Services, the Prime Contractor shall comply at all times with therequirements set out in Appendix 9 (Sustainable Development Requirements) orsuch other requirements as notified by the Contracting Body to the PrimeContractor from time to time.

4.7 Health and Safety

4.7.1 The Prime Contractor shall take all necessary steps to ensure the health, safetyand welfare of all Customers to the same extent and in the same manner as anemployer is required to do in relation to employees by or under the relevantlegislation for the time being in force in that part of the United Kingdom where thePrime Contractor is providing the Services.

4.7.2 Without prejudice to Clause 4.7.1, the Prime Contractor shall promptly notify theContracting Body of any health and safety hazards which may arise in connectionwith the performance of its obligations under the Contract. The Contracting Bodyshall promptly notify the Prime Contractor of any health and safety hazards whichmay exist or arise at the Premises and which may affect the Prime Contractor inthe performance of its obligations under the Contract.

4.7.3 While on the Contracting Body Premises, the Prime Contractor shall comply withany health and safety measures implemented by the Contracting Body in respectof Staff and other persons working there.

4.7.4 The Prime Contractor shall notify the Contracting Body immediately in the eventof any incident occurring in the performance of its obligations under the Contracton the Premises where 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 of the Health and Safetyat Work etc. Act 1974 and any other acts, orders, regulations and codes of

practice relating to health and safety, which may apply to Staff and other personsworking on the Premises in the performance of its obligations under the Contract.

4.7.6 The Prime Contractor shall ensure that its health and safety policy statement (asrequired by the Health and Safety at Work etc Act 1974) is made available to theContracting Body on request.

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

5. PROTECTION OF INFORMATION

5.1 Contracting Body Data


38/126

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

5.1.2 The Prime Contractor shall not store, copy, disclose, or use the Contracting BodyData except as necessary for the performance by the Prime Contractor of itsobligations under the Contract or as otherwise expressly authorised in writing bythe Contracting Body.

5.1.3 To the extent that Contracting Body Data is held and/or processed by the PrimeContractor, the Prime Contractor shall supply that Contracting Body Data to theContracting Body as requested by the Contracting Body in the format specified bythe Contracting Body from time to time.

5.1.4 The Prime Contractor shall take responsibility for preserving the integrity ofContracting Body Data and preventing the corruption or loss of Contracting BodyData.

5.1.5 The Prime Contractor shall perform secure back-ups of all Contracting Body Dataand shall ensure that up-to-date back-ups are stored off-site. The Prime

Contractor shall ensure that such back-ups are available to the Contracting Bodyat all times upon request.

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

5.1.7 If the Contracting Body Data is corrupted, lost or sufficiently degraded as a resultof the Prime Contractor's Default so as to be unusable, the Contracting Body may:

(a) require the Prime Contractor (at the Prime Contractor's expense) torestore or procure the restoration of Contracting Body Data and thePrime Contractor shall do so as soon as practicable but not later than 24hours; and/or

(b) itself restore or procure the restoration of Contracting Body Data, andshall be repaid by the Prime Contractor any reasonable expensesincurred in doing so.

5.1.8 If at any time the Prime Contractor suspects or has reason to believe thatContracting Body Data has or may become corrupted, lost or sufficientlydegraded in any way for any reason, then the Prime Contractor shall notify theContracting Body immediately and inform the Contracting Body of the remedial

action the Prime Contractor proposes to take.

5.1.9 In accordance with the DWP Off Shoring Policy and while not in any way limitingany other provision of this Contract, the Contractor, or any of its sub-contractorsshall not process, host or access Contracting Body Data from premises outsidethe United Kingdom without prior written consent of the Contracting Body, andwhere the Contracting Body gives consent, the Prime Contractor shall complywith all reasonable instructions notified to it by the Contracting Body in relation tothe Contracting Body Data in question.

5.1.10 Any breach by the Prime Contractor of this Clause 5.1 shall be a material breachfor the purposes of Clause 8.2 (Termination on Default) and shall entitle the

Contracting Body (at its absolute discretion) to exercise its rights under thecorresponding provisions of Clause 8.2 (Termination on Default).

5.2 Data Protection Act


39/126

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 themeanings prescribed under the DPA.

5.2.2 The Prime Contractor shall (and shall procure that all of its Staff) comply with anynotification requirements under the DPA and both Parties will duly observe all oftheir obligations under the DPA which arise in connection with the Contract.

5.2.3 Notwithstanding the general obligation in Clause 5.2.2, where the PrimeContractor is Processing Personal Data as a Data Processor for the ContractingBody the Prime Contractor shall:-

(a) Process the Personal Data only in accordance with instructions from theContracting Body as set out in the Contract or as otherwise notified bythe Contracting Body;

(b) comply with all applicable laws;

(c) Process the Personal Data only to the extent, and in such manner as is

necessary for the provision of the Prime Contractor's obligations underthe Contract;

(d) implement appropriate technical and organisational measures to protectthe Personal Data against unauthorised or unlawful Processing andagainst accidental loss, destruction, damage, alteration or disclosure.These measures shall be appropriate to the harm which might resultfrom any unauthorised or unlawful Processing, accidental loss,destruction or damage to the Personal Data and having regard to thenature of the Personal Data which is to be protected;

(e) take reasonable steps to ensure the reliability of all Staff who may haveaccess to the Personal Data and use all reasonable endeavours toensure that such persons have sufficient skills and training in thehandling of Personal Data;

(f) obtain Approval in order to transfer the Personal Data to any agents,Sub-contractors or suppliers for the provision of the Services (save thatwhere Approval of any Sub-contractor has been granted by theContracting Body pursuant to Clause 6.1 (which shall include theApproval of such Sub-contractors security plan) th

047. CPA9 Ingeus-Deloitte - MWA Order Form and Annexes 1 and 2 Redacted FINAL

Documents

Transcript of 047. CPA9 Ingeus-Deloitte - MWA Order Form and Annexes 1 and 2 Redacted FINAL