Invitation to Tender (ITT) for the Provision of Information … · 2020-07-29 · Euston Square,...

Euston Square, London, NW1 2FB +44 (0) 3330 77 1707 www.imperialcollegehealthpartners.com @Ldn_ICHP

Invitation to Tender (ITT) for the Provision of Information Governance (IG) Support Services Imperial College Health Partners

July 2020

ITT: IG Support Service

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Invitation to Tender for IG Support Service

Imperial College Health Partners

Dear potential bidder

Your organisation, along with others is invited to offer a tender for provision of the above, to the specification outlined in the enclosed documents:

Document 1 Instructions and information on the tendering procedure

Document 2 Specification of the requirement

Document 3 Terms and conditions of contract for services

Document 4 Conflicts of interest and confidentiality undertaking

Please read the instructions on the tendering procedures carefully. Failure to comply with

them may invalidate your tender which must be returned by the date and time given below.

Your tender must be received by Natalie Stachon

[email protected] no later than

[5pm Thurs 6th August 2020]. Late tenders will not be considered.

If having read the enclosed specification, you decide not to submit a tender, I would be

grateful if you could send your reasons (though you are under no obligation to do so) to

[Natalie Stachon], at the above email address marked 'No Tender'.

Please contact me if you have any questions about the tendering procedure. The attached

Document 1 also contains further information or clarification of ICHP’s requirement.

I look forward to your response.

Yours sincerely

Natalie Stachon Innovation Delivery Manager


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DOCUMENT 1

INSTRUCTIONS AND INFORMATION ON TENDERING PROCEDURES

1.1 These instructions are designed to ensure that all tenders are given equal and fair consideration. It is important therefore that you provide all the information asked for in the format and order specified. Please contact Natalie Stachon [[email protected]] if you have any doubts as to what is required, or you have difficulty in providing the information requested. Pre-tender negotiations are not allowed.

Contract Period

1.2 The contract is to be for a period of [12 months, open to extension, subject to break clauses].

Incomplete Tender

1.3 Tenders may be rejected if the information asked for in the Invitation to Tender (ITT) and Specification is not given at the time of tendering.

Receipt of Tenders

1.4 Tenders will be received up to the time and date stated. Those received before the due date will be retained unopened until then. It is the responsibility of the tenderer to ensure that their tender is delivered not later than the appointed time.

Acceptance of Tenders

1.5 By issuing this invitation ICHP is not bound in any way and does not have to accept the lowest or any tender and reserves the right to accept a portion of any tender, unless the tenderer expressly stipulates otherwise in their tender.

Inducements

1.6 Offering an inducement of any kind in relation to obtaining this or any other contract with the partnership will disqualify your tender from being considered and may constitute a criminal offence.

Confidentiality of Tenders

1.7 Please note the following requirements, you must not:

◼ Tell anyone else what your tender price is, before the time limit for delivery of tenders.

◼ Try to obtain any information about anyone else's tender or proposed tender before the time limit for delivery of tenders.

◼ Make any arrangements with another organisation about whether they should tender, or about their or your tender price.

Failure to comply with these conditions may disqualify your tender.

Costs and Expenses

1.8 You will not be entitled to claim from ICHP any costs or expenses which you may incur in preparing your tender whether or not your tender is successful.


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Debriefing

1.9 Following the award of contract, debriefing will be included in the letter sent to unsuccessful bidders.

Evaluation Criteria

1.10 The tender process will be conducted in a manner that ensures tenders are evaluated fairly to ascertain the most economically advantageous tender.

Freedom of Information

1.11 ICHP is committed to open government and to meeting their responsibilities under the Freedom of Information Act 2000. Accordingly, all information submitted to the partnership may need to be disclosed in response to a request under the Act. If you consider that any of the information included in your tender is commercially sensitive, please identify it and explain (in broad terms) what harm may result from disclosure if a request is received, and the time period applicable to that sensitivity. You should be aware that, even where you have indicated that information is commercially sensitive, we may still be required to disclose it under the Act if a request is received. Please also note that the receipt of any material marked ‘confidential’ or equivalent by the partnership should not be taken to mean that we accept any duty of confidence by virtue of that marking. If a request is received, we may also be required to disclose details of unsuccessful tenders.

Basis of the Contract

1.12 The specification in Document 2, and the terms and conditions in Document 4, together with any special requirements, will form the basis of the contract between the successful tenderer and ICHP.

Detailed information on each check is in Document 3 – List of Attachments

1.13 Timetable Tenders sent to suppliers Wed. 29th July 2020 Tender questions period closes 5pm Wed. 5th August 2020 Submission of tender deadline 5pm Thurs 6th August 2020 Shortlisting Panel Fri. 7th – Wed. 12th August 2020 Interview and selection of suppliers Thurs. 13th – Tues. 18th August 2020 Notification of tender outcome Wed. 19th August 2020 Tender cooling period deadline Wed. 26th August 2020 Contract initiation process Thurs. 27th August to Wed. 2nd September 2020 Complete contracting September 2020.

Responses should be sent to the Innovation Delivery Manager, Natalie Stachon at [[email protected]] by 5pm on Thurs 6th August 2020.

Conclusions

1.14 Whilst every endeavour has been made to give tenderers an accurate description of ICHP’s requirement, tenderers should make their own assessment about the methods and resources needed to meet those requirements.


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DOCUMENT 2

SPECIFICATION OF REQUIREMENT

2.1 Background and Scope

ICHP is a small not-for-profit partnership organisation bringing together NHS providers of healthcare services, clinical commissioning groups and leading universities across North West London. We also work with a number of strategic partners locally, nationally and internationally.

2.2 IG Support Services requirements

All organisations that access NHS patient data and systems are required by law to have effective arrangements in place to govern the use of this information. These requirements are set out in the Information Governance Standards Framework. To ensure we meet our obligations in relation to information governance, The Department of Health and Social Care (DHSC) considers that all organisations have to assess themselves against requirements for:

• Management structures and responsibilities (e.g. assigning responsibility for carrying out the IG assessment, providing staff training, etc).

• Confidentiality and data protection. • Information security.

As a result of this, we are looking for an IG support service to work in collaboration with ICHP to support the annual Data Security and Protection Toolkit (DSPT) appraisal and ensure we meet our obligations.

The consultancy support provided to ICHP will equate to approximately 40 hours per month and will available flexibly to work across the teams to meet IG requests.

Support is expected to be required but not limited to the following areas:

• Strategic information governance

• Data Protection Officer services

• Subject Matter Expertise

• Training

• Compliance and helpdesk services, including a general check/supportive audit of our document management processes, to check that we are following good practice.

2.3 Tender Assessment Criteria

Quality-It is critical that the IG supports service is of a high quality.

Value for money-The overall service should represent best value for money

Assurance of competence-IG service provided should include assurance of the competence of the IG team to deliver effective IG training to ICHP staff

Innovation-ICHP is built on an ethos of innovation and collaboration.

2.4 Propriety

Every effort should be made to preserve the reputation of the Partnership with all who do business with it by adopting a professional and correct approach at all times. Contracts for the supply of goods and services entered into or agreed must be done in a non-discriminatory manner, with the utmost good faith and also in an efficient way to obtain value for money for the Partnership and to ensure proper use of its members’ funds and those from any additional external funder.

The Partnership operates zero tolerance towards bribery by its directors, staff, contractors, agents or associated persons in accordance with the Partnership’s Anti Bribery Guidelines.


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2.5 Exclusions

The contract will not include provision of an IG services to ‘Discover NOW’.

2.6 Contracts Duration and Proposed Start Date

The proposed start date of the contract is Fri. 4th September 2020.

2.7 Supplier’s Responsibilities

• The supplier is expected to support the organisation and the IG steering group in discharging its responsibility for overseeing the assurance framework, management of risk, and setting the priorities of information governance and associated workplans.

• The supplier is required to provide ad hoc advice to support project delivery (preparation of high quality DPIAs)

• Provide a dedicated help-desk contact

• Attend periodic review meetings (with enhanced support leading up to the DPST submission deadline)

2.8 Contract Delivery Team

Your submission should include:

• A brief profile of each member of the contract delivery team

• Qualifications

• Any experience of service provision to an Academic Health Science Network (AHSN) or NHS organisations

• Back office support available to your team including admin, finance etc

2.9 Innovation and Added Value

Please provide information on any added value service or innovation included in your offer.

2.10 Approach to IG Service Delivery

Below is a list of points that need to be covered in your submission:

• The total cost of the service broken down by its elements

• A summary of your proposal to deliver the above elements

• Brief profile of team

• Contingency plans to cover for IG team absence

• Intellectual property

• Details of your public and indemnity liability insurance

2.11 Performance monitoring

You are expected to provide details of the arrangements you have in place for performance monitoring and controlling the contract.

2.12 Pricing Schedule

As an indication, total contract cost is expected to be: £40,000 - £60,000.

2.13 Tender Evaluation Criteria

Your quotation will be assessed based on the following criteria:


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Criteria Weighting

Quality 35 %

Method/Approach 35 %

Price 30%

The deadline for submission of your quotation is 5pm on Thurs 6th August 2020.

Further information about this invitation to tender can be requested by email to the Innovation Delivery Manager at the details above.

ICHP is not obliged to accept any response, or to enter into any contract whatsoever, as a result of the Invitation to Tender.

We now look forward to receiving your submission.

Kind regards

Natalie Stachon

Innovation Delivery Manager


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ICHP IG Specification (Updated July 2020)

Core element Description Examples

IG Data Security and Protection Toolkit (DSPT) Compliance Support.

This is our core element and includes all of the sub-headings/ functions shown on the right under Description.

IG Helpdesk Support for IG advice and guidance.

Access to on-call advice for full range of support. An IG Hub service provides a 9 to 5 helpline number that ICHP staff can call for general IG advice and guidance. They also maintain the ICHP incident and SAR registers, and Data Security and Protection Toolkit (DSPT). They support ICHP with multi-agency information sharing.

IG Data Security and Protection Toolkit (DSPT) Compliance Support

Provide update reports on benchmarking against DSPT requirements.

Provide advice and guidance on how to complete the DSPT.

Support and manage the entire submission process

IG Policy Support

Support for the production and maintenance of local policies and procedures.

We need the most up to date policies and we will always require someone to help us with updating our IG polices. Teams need to be able to access this support (via IG policies available to staff on the intranet). The DSPT draws together all the legal rules and central guidance set by department of health policy team and presents them in a single set/ standard of information governance requirements. We are then required to self-assess against the DSPT, so we do self-assessment of our own compliance against the IG requirements above.

IG Consultancy and Support, to include DPO

service

This includes Strategic IG and Data Protection

Officer (DPO). We are required to have a DPO

service to be DPO compliant, i.e. DPO

function. ICHP requires approximately 40

hours of Information Governance consultancy

per month. This would include a designated

DPO for ICHP. The DPO and the consultant

would be separate, thus not prejudicing the

role of the DPO (as per the requirements of the

regulations). The DPO carries out the

functions as per the provisions within the

GDPR and Data Protection Act 2018.

IG Helpdesk examples

Single point of access telephone and email service between 09:00 – 17:00 Monday to Friday (excluding Bank Holidays)

IG, incident management and reporting advice, subject access request advice, self-service portal.

IG (DSPT) Compliance Support examples

Attending Information Governance Steering Group meetings to update on progress. Ensuring all policies and processes are up to date.

Provide advice on the collation and uploading of evidence required for the DSPT.

IG Policy Support examples

Help with updating our policies

Provision of template policies and procedures

that can be tailored by ICHP to meet its

circumstances.

Best practice advice and guidance incorporated into approved local policies.

IG Consultancy and Support, to include DPO service examples Telephone and email support to S I R O a n d Caldicott Guardian.

e.g. rather than telling us that we need to produce a ‘Fair Processing Notice’ we would be looking for advice about what the actual text content should be, to satisfy that requirement.

Advice on the most appropriate way that a particular project end can be delivered, from an IG perspective, – to providing risk-based advice to resolve issues on projects.


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Provision of advice and support by telephone and/or email on IG issues, including existing operational processes and new business initiatives. Provision of advice and guidance around access and laws (including access to legal advice). Provision of guidance on implementing the recommendations of the Information Governance Review (“Caldicott”)

A data privacy support hotline; reviewing our privacy notices and policies;

providing support meetings; training and guidance; updating our records of processing activities; Data Protection Impact Assessments (DPIAs); Reviewing consent mechanisms; SAR and cookies. Monitoring privacy KPIs.

IG Training

Training in relation to IG, including the

development and provision of training

materials to support IG as required, and the

delivery of ad hoc IG training that is not

covered by the mandatory online IG training

module. The requirement would be for IG

service provider to develop the training and roll

this out to ICHP. There would be an on-going

requirement to deliver training at regular

intervals to teams.

Incident management & investigations Provision of advice and/or support on the investigation of possible information security breaches and incidents; including data breaches and cyber security; advising on incident assessment and reporting; advice on post-incident reviews and actions for customer implementation. Provision of descriptions that help to assess how to score risks & issues, based on the impact or the likelihood.

IG Training examples

Online and face-to-face IG updates/refresher courses

Monitoring of the mandatory online IG training module

Staff need more training to understand IG rules and to reduce data breaches happening at ICHP.

IG service comes in to do a training day on IG.

Or provides us with a new IG team training

module.

Incident management & investigations

examples Advice and guidance to practices on how to investigate, manage, report, and review incidents. How to report incidents on the form.

Advice and support to providers to manage the reporting of the incident and advice on remedies.

Examples of data breaches that can occur:

• Recruitment – ensuring applicants that apply for roles that are advertised directly on our website receive appropriate privacy notices.

• Subject access request – ensuring that these are responded to correctly, following NHS protocol as the host employer for ICHP.

• Impact assessments – ensuring the organisation has procedures in place to review the impact a new project would have on data security or privacy, and if the project is at risk of contravening the data subject’s rights or the GDPR as a whole.

• Data retention – as per the principle of data minimisation, can any data held on file be disposed of. Ensuring the wider organisation is aware of where data may be held, and therefore liable under GDPR.

• Third parties – ensuring that the third parties we work with are compliant and that contracts expressly outline the limits and responsibilities of each party under GDPR.


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• Security of laptops – how do employees ensure that their security of their laptops in the occurrence of theft or loss is maintained.

• Payroll information – ensuring that payroll information is securely transmitted, shared and stored.

Specialist advice (SME)

Subject Matter Expertise (SME) Service

There are mainly two types of advice we seek: for ourselves; and for when we work with NHS trusts.

ICHP need specialist IG advice to fill in complex forms, not just guidance for what we should do, but actual completion of these requests, so ad hoc support (DPIAs and applications etc), team training on IG, support on breaches when they do occur.

Access to a subject matter expert as and when needed will cover this.

Specialist advice examples

• Support completion of Data Privacy Impact Assessment (DPIAs) with access to SME for queries

• Support completion of privacy notices, documents for approval by the IG board, sharing data queries

• When NHS Trusts request IG support:

For example, we’ve undertaken a project that required transmission of information in community services. As this information needed to be shared outside the NHS Trusts we were working with, advice was sought on how this could be done securely, observing each organisation’s IG requirements.

• Where ICHP requires IG support for pipeline project:

We undertook a project which involved the creation of an electronic platform to support innovators develop ideas. This required them submitting personal information. Therefore, an IG assessment was required to assess and advise on how and where we store their information under GDPR.


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DOCUMENT 3

TERMS AND CONDITIONS OF CONTRACTS FOR SERVICES

1 Interpretation

1.1 In these terms and conditions:

“Agreement” means the contract between (i) Imperial College health Partners (Authority) and (ii) the Provider

“Charges” means the charges for the Services as specified in the Award Letter;

“Confidential Information”

means all information, whether written or oral (however recorded), provided by the disclosing Party to the receiving Party and which (i) is known by the receiving Party to be confidential; (ii) is marked as or stated to be confidential; or (iii) ought reasonably to be considered by the receiving Party to be confidential;

“Authority” means the person named as Authority;

“DPA” means the Data Protection Act 2018. Data Protection Legislation” means GDPR as applied under English law, the Data Protection Act 2018, and any other implementing laws, regulations and secondary legislation and/or successor legislation relating to data protection and privacy that apply under English law; “GDPR” means General Data Protection Regulation (EU) 2016/679; “Personal Data” means “personal data” as defined in GDPR; and “Processing” means “processing” as defined in GDPR.

“Expiry Date” means the date for expiry of the Agreement as set out in the Award Letter;

“FOIA” means the Freedom of Information Act 2000;

“Information” has the meaning given under section 84 of the FOIA;

“Key Personnel” means any persons specified as such in the Award Letter or otherwise notified as such by the Authority to the Provider in writing;

“Party” means the Provider or the Authority (as appropriate) and “Parties” shall mean both;

“Request for Information”

has the meaning set out in the FOIA or the Environmental Information Regulations 2004 as relevant (where the meaning set out for the term “request” shall apply);

“Services” means the services to be supplied by the Provider to the Authority under the Agreement (including, without limitation, Annex 3 which sets out the requirements of the Authority as issued to tenderers and the Provider’s response to these requirements);

“Specification” means the specification for the Services (including as to quantity, description, and quality) as specified in the Award Letter;

“Proposal Form”

means the document set out in Annex 3 as amended and/or updated in accordance with this Agreement;

“Staff” means all directors, officers, employees, agents, consultants and contractors of the Provider and/or of any sub-contractor of the Provider engaged in the performance of the Provider’s obligations under the Agreement;


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“Staff Vetting Procedures”

means vetting procedures that accord with good industry practice or, where requested by the Authority, the Authority’s procedures for the vetting of personnel as provided to the Provider from time to time;

“Provider” means the person named as Provider

“Term” means the period from the start date of the Agreement set out in the Award Letter to the Expiry Date as such period may be extended in accordance with clause 4.2 or terminated in accordance with the terms and conditions of the Agreement;

“VAT” means value added tax in accordance with the provisions of the Value

Added Tax Act 1994; and

“Working Day” means a day (other than a Saturday or Sunday) on which banks are open for business in the City of London.

2 Provision of Services

2.1 In consideration of the Authority’s agreement to pay the Charges, the Provider shall provide the Services to the Authority for the Term subject to and in accordance with the terms and conditions of the Agreement.

2.2 In providing the Services, the Provider shall:

2.2.1 co-operate with the Authority in all matters relating to the Services and comply with all the Authority’s instructions;

2.2.2 perform the Services with all reasonable care, skill and diligence in accordance with good industry practice in the Provider’s industry, profession or trade;

2.2.3 use Staff who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Provider’s obligations are fulfilled in accordance with the Agreement;

2.2.4 ensure that the Services shall conform with all descriptions and specifications set out in the Specification;

2.2.5 the Provider shall comply fully with its obligations set out in the Specification (Annex 3), including without limitation the KPIs

2.2.6 comply with all applicable laws; and

2.2.7 provide all equipment, tools and vehicles and other items as are required to provide the Services.

2.3 The Authority may by written notice to the Provider at any time request a variation to the scope of the Services. In the event that the Provider agrees to any variation to the scope of the Services, the Charges shall be subject to fair and reasonable adjustment to be agreed in writing between the Authority and the Provider.

3 Term

3.1 The Agreement shall take effect on the date specified in Award Letter which will be issued once the contract has been finalised and shall expire on the Expiry Date, unless it is otherwise extended in accordance with clause 3.2 or terminated in accordance with the terms and conditions of the Agreement.

3.2 The Authority may extend the Agreement up to 3 occasions for up to a period of up to 12 months for each occasion, by giving not less than 10 Working Days’ notice in writing to the Provider prior to the Expiry Date. The terms and conditions of the Agreement shall apply throughout any such extended period.


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4 Charges, Payment and Recovery of Sums Due

4.2 The Charges for the Services shall be as set out in the Award Letter and shall be the full and exclusive remuneration of the Provider in respect of the provision of the Services. Unless otherwise agreed in writing by the Authority, the Charges shall include every cost and expense of the Provider directly or indirectly incurred in connection with the performance of the Services.The Provider shall invoice the Authority as specified in the Agreement. Each invoice shall include such supporting information required by the Authority to verify the accuracy of the invoice, including the relevant Purchase Order Number and a breakdown of the Services supplied in the invoice period.

4.3 In consideration of the provision of the Services by the Provider, the Authority shall pay the Provider the invoiced amounts no later than 30 days after receipt of a valid invoice which includes a valid Purchase Order Number. The Authority may, without prejudice to any other rights and remedies under the Agreement, withhold or reduce payments in the event of unsatisfactory performance.

4.4 All amounts stated are exclusive of VAT which shall be charged at the prevailing rate. The Authority shall, following the receipt of a valid VAT invoice, pay to the Provider a sum equal to the VAT chargeable in respect of the Services.

4.5 If there is a dispute between the Parties as to the amount invoiced, the Authority shall pay the undisputed amount. The Provider shall not suspend the provision of the Services unless the Provider is entitled to terminate the Agreement for a failure to pay undisputed sums in accordance with clause

4.6 If a payment of an undisputed amount is not made by the Authority by the due date, then the Authority shall pay the Provider interest at the interest rate specified in the Late Payment of Commercial Debts (Interest) Act 1998.

4.7 If any sum of money is recoverable from or payable by the Provider under the Agreement (including any sum which the Provider is liable to pay to the Authority in respect of any breach of the Agreement), that sum may be deducted unilaterally by the Authority from any sum then due, or which may come due, to the Provider under the Agreement or under any other agreement or contract with the Authority. The Provider shall not be entitled to assert any credit, set-off or counterclaim against the Authority in order to justify withholding payment of any such amount in whole or in part.

5 Premises and equipment

5.1 If necessary, the Authority shall provide the Provider with reasonable access at reasonable times to its premises for the purpose of providing the Services. All equipment, tools and vehicles brought onto the Authority’s premises by the Provider or the Staff shall be at the Provider’s risk.

5.2 If the Provider supplies all or any of the Services at or from the Authority’s premises, on completion of the Services or termination or expiry of the Agreement (whichever is the earlier) the Provider shall vacate the Authority’s premises, remove the Provider’s plant, equipment and unused materials and all rubbish arising out of the provision of the Services and leave the Authority’s premises in a clean, safe and tidy condition. The Provider shall be solely responsible for making good any damage to the Authority’s premises or any objects contained on the Authority’s premises which is caused by the Provider or any Staff, other than fair wear and tear.

5.3 If the Provider supplies all or any of the Services at or from its premises or the premises of a third party, the Authority may, during normal business hours and on reasonable notice, inspect and examine the manner in which the relevant Services are supplied at or from the relevant premises.

5.4 The Authority shall be responsible for maintaining the security of its premises in accordance with its standard security requirements. While on the Authority’s premises the Provider shall, and shall procure that all Staff shall, comply with all the Authority’s security requirements.

5.6 Where all or any of the Services are supplied from the Provider’s premises, the Provider shall, at its own cost, comply with all security requirements specified by the Authority in writing.Without prejudice to clause 3.2.6, any equipment provided by the Authority for the purposes of the Agreement shall remain the property of the Authority and shall be used by the Provider and the Staff only for the


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purpose of carrying out the Agreement. Such equipment shall be returned promptly to the Authority on expiry or termination of the Agreement.

5.7 The Provider shall reimburse the Authority for any loss or damage to the equipment (other than deterioration resulting from normal and proper use) caused by the Provider or any Staff. Equipment supplied by the Authority shall be deemed to be in a good condition when received by the Provider or relevant Staff unless the Authority is notified otherwise in writing within 5 Working Days.

6 Staff and Key Personnel

6.1 If the Authority reasonably believes that any of the Staff are unsuitable to undertake work in respect of the Agreement, it may, by giving written notice to the Provider:

6.1.1 refuse admission to the relevant person(s) to the Authority’s premises; 6.1.2 direct the Provider to end the involvement in the provision of the Services of the relevant

person(s); and/or 6.1.3 require that the Provider replace any person removed under this clause with another suitably

qualified person and procure that any security pass issued by the Authority to the person removed is surrendered, and the Provider shall comply with any such notice.

6.2 The Provider shall:

6.2.1 ensure that all Staff are vetted in accordance with the Staff Vetting Procedures; 6.2.2 if requested, provide the Authority with a list of the names and addresses (and any other

relevant information) of all persons who may require admission to the Authority’s premises in connection with the Agreement; and

6.2.3 procure that all Staff comply with any rules, regulations and requirements reasonably specified by the Authority.

6.3 Any Key Personnel shall not be released from providing the Services without the agreement of the Authority, except by reason of long-term sickness, maternity leave, paternity leave, termination of employment or other extenuating circumstances.

6.4 Any replacements to the Key Personnel shall be subject to the prior written agreement of the Authority (not to be unreasonably withheld). Such replacements shall be of at least equal status or of equivalent experience and skills to the Key Personnel being replaced and be suitable for the responsibilities of that person in relation to the Services.

7 Assignment and sub-contracting

7.1 The Provider shall not without the written consent of the Authority assign, sub-contract, novate or in any way dispose of the benefit and/ or the burden of the Agreement or any part of the Agreement. The Authority may, in the granting of such consent, provide for additional terms and conditions relating to such assignment, sub-contract, novation or disposal. The Provider shall be responsible for the acts and omissions of its sub-contractors as though those acts and omissions were its own.

7.2 Where the Provider enters into a sub-contract for the purpose of performing its obligations under the Agreement, it shall ensure that a provision is included in such sub-contract which requires payment to be made of all sums due by the Provider to the sub-contractor within a specified period not exceeding 30 days from the receipt of a valid invoice.

7.3 Where the Authority has consented to the placing of sub-contracts, the Provider shall, at the request of the Authority, send copies of each sub-contract, to the Authority as soon as is reasonably practicable.

7.4 The Authority may assign, novate, or otherwise dispose of its rights and obligations under the agreement without the consent of the Provider provided that such assignment, novation or disposal shall not increase the burden of the Provider’s obligations under the Agreem


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8 Intellectual Property Rights

8.1 All intellectual property rights in any materials provided by the Authority to the Provider for the purposes of this Agreement shall remain the property of the Authority but the Authority hereby grants the Provider a royalty-free, non-exclusive and non-transferable licence to use such materials as required until termination or expiry of the Agreement for the sole purpose of enabling the Provider to perform its obligations under the Agreement.

8.2 All intellectual property rights in any materials created or developed by the Provider pursuant to the Agreement or arising as a result of the provision of the Services shall vest in the Provider. If, and to the extent, that any intellectual property rights in such materials vest in the Authority by operation of law, the Authority hereby assigns to the Provider by way of a present assignment of future rights that shall take place immediately on the coming into existence of any such intellectual property rights all its intellectual property rights in such materials (with full title guarantee and free from all third-party rights).

8.3 For the avoidance of doubt, both parties acknowledge that there shall be no change as a result of the Agreement in the ownership of any intellectual property rights in any material or items existing as at the [date specified in the Award Letter], nor does this Agreement assign any intellectual property rights which are created or developed by or on behalf of either party outside the scope of this Agreement or where such assignment is not expressly provided for in this Agreement.

8.4 The Provider shall indemnify, and keep indemnified, the Authority in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the Authority as a result of or in connection with any claim made against the Authority for actual or alleged infringement of a third party’s intellectual property arising out of, or in connection with, the provide or use of the Services, to the extent that the claim is attributable to the acts or omission of the Provider or any Staff.

9 Governance and Records


9.1.1 attend progress meetings with the Authority at the frequency and times specified by the Authority and shall ensure that its representatives are suitably qualified to attend such meetings; and

9.1.2 submit progress reports to the Authority at the times and in the format specified by the Authority.

9.2 The Provider shall keep and maintain until 6 years after the end of the Agreement, or as long a period as may be agreed between the Parties, full and accurate records of the Agreement including the Services supplied under it and all payments made by the Authority. The Provider shall on request afford the Authority or the Authority’s representatives such access to those records as may be reasonably requested by the Authority in connection with the Agreement.

10 Confidentiality, Transparency and Publicity

10.1 Subject to clause 10.2, each Party shall:

10.1.1 treat all Confidential Information it receives as confidential, safeguard it accordingly and not disclose it to any other person without the prior written permission of the disclosing Party; and

10.1.2 not use or exploit the disclosing Party’s Confidential Information in any way except for the purposes anticipated under the Agreement.

10.2 Notwithstanding clause 10.1, a Party may disclose Confidential Information which it receives


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from the other Party:

10.2.1 where disclosure is required by applicable law or by a court of competent jurisdiction;

10.2.2 to its auditors or for the purposes of regulatory requirements;

10.2.3 on a confidential basis, to its professional advisers;

10.2.4 to the Serious Fraud Office where the Party has reasonable grounds to believe that the other Party is involved in activity that may constitute a criminal offence under the Bribery Act 2010;

10.2.5 where the receiving Party is the Provider, to the Staff on a need to know basis to enable performance of the Provider’s obligations under the Agreement provided that the Provider shall procure that any Staff to whom it discloses Confidential Information pursuant to this clause 10.2.5 shall observe the Provider’s confidentiality obligations under the Agreement; and

10.2.6 where the receiving Party is the Authority:

(a) on a confidential basis to the employees, agents, consultants and contractors of the Authority;

(b) on a confidential basis to any other Central Government Body, any successor body to a Central Government Body or any company to which the Authority transfers or proposes to transfer all or any part of its business;

(c) to the extent that the Authority (acting reasonably) deems disclosure necessary or appropriate in the course of carrying out its public functions; or

(d) in accordance with clause 11.

and for the purposes of the foregoing, references to disclosure on a confidential basis shall mean disclosure subject to a confidentiality agreement or arrangement containing terms no less stringent than those placed on the Authority under this clause 10.

10.3 The Parties acknowledge that, except for any information which is exempt from disclosure in accordance with the provisions of the FOIA, the content of the Agreement is not Confidential Information and the Provider hereby gives its consent for the Authority to publish this Agreement in its entirety to the general public (but with any information that is exempt from disclosure in accordance with the FOIA redacted) including any changes to the Agreement agreed from time to time. The Authority may consult with the Provider to inform its decision regarding any redactions but shall have the final decision in its absolute discretion whether any of the content of the Agreement is exempt from disclosure in accordance with the provisions of the FOIA.

10.4 The Provider shall not, and shall take reasonable steps to ensure that the Staff shall not, make any press announcement or publicise the Agreement or any part of the Agreement in any way, except with the prior written consent of the Authority.

11 Freedom of Information

11.1 The Provider acknowledges that the Authority is subject to the requirements of the FOIA and the Environmental Information Regulations 2004 and shall:

11.1.1 provide all necessary assistance and cooperation as reasonably requested by the Authority to enable the Authority to comply with its obligations under the FOIA and the Environmental Information Regulations 2004;


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11.1.2 transfer to the Authority all Requests for Information relating to this Agreement that it receives as soon as practicable and in any event within 2 Working Days of receipt;

11.1.3 provide the Authority with a copy of all Information belonging to the Authority requested in the Request for Information which is in its possession or control in the form that the Authority requires within 5 Working Days (or such other period as the Authority may reasonably specify) of the Authority's request for such Information; and

11.1.4 not respond directly to a Request for Information unless authorised in writing to do so by the Authority.

11.2 The Provider acknowledges that the Authority may be required under the FOIA and the Environmental Information Regulations 2004 to disclose Information concerning the Provider or the Services (including commercially sensitive information) without consulting or obtaining consent from the Provider. In these circumstances the Authority shall, in accordance with any relevant guidance issued under the FOIA, take reasonable steps, where appropriate, to give the Provider advance notice, or failing that, to draw the disclosure to the Provider’s attention after any such disclosure.

11.3 Notwithstanding any other provision in the Agreement, the Authority shall be responsible for determining in its absolute discretion whether any Information relating to the Provider or the Services is exempt from disclosure in accordance with the FOIA and/or the Environmental Information Regulations 2004

12 Protection of Personal Data and Security of Data

12.1 The Provider shall, and shall procure that all Staff shall, comply with any notification requirements under the DPA and both Parties shall duly observe all their obligations under the DPA which arise in connection with the Agreement.

12.2 Notwithstanding the general obligation in clause 12.1, where the Provider is processing Personal Data for the Authority as a data processor (as defined by the DPA) the Provider shall:

12.2.1 ensure that it has in place appropriate technical and organisational measures to ensure the security of the Personal Data (and to guard against unauthorised or unlawful processing of the Personal Data and against accidental loss or destruction of, or damage to, the Personal Data), as required under the DPA;

12.2.2 provide the Authority with such information as the Authority may reasonably request to satisfy itself that the Provider is complying with its obligations under the DPA;

12.2.3 promptly notify the Authority of:

(a) any breach of the security requirements of the Authority as referred to in clause 12.3; and

(b) any request for personal data; and

12.2.4 ensure that it does not knowingly or negligently do or omit to do anything which places the Authority in breach of the Authority’s obligations under the DPA.

13 Liability

13.1 The Provider shall not be responsible for any injury, loss, damage, cost or expense suffered by the Authority if and to the extent that it is caused by the negligence or wilful misconduct of the Authority or by breach by the Authority of its obligations under the Agreement.


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13.2 Subject always to clauses 13.3 and 13.4:

13.2.1 the aggregate liability of the Provider in respect of all defaults, claims, losses or damages howsoever caused, whether arising from breach of the Agreement, the provide or failure to provide of the Services, misrepresentation (whether tortuous or statutory), tort (including negligence), breach of statutory duty or otherwise shall in no event exceed a sum equal to 125% of the Charges paid or payable to the Provider; and

13.2.2 except in the case of claims arising under clauses 10.4 and 18.3, in no event shall the Provider be liable to the Authority for any:

(a) loss of profits;

(b) loss of business;

(c) loss of revenue;

(d) loss of or damage to goodwill;

(e) loss of savings (whether anticipated or otherwise); and/or

(f) any indirect, special or consequential loss or damage.

13.3 Nothing in the Agreement shall be construed to limit or exclude either Party's liability for:

13.3.1 death or personal injury caused by its negligence or that of its Staff;

13.3.2 fraud or fraudulent misrepresentation by it or that of its Staff; or

13.3.3 any other matter which, by law, may not be excluded or limited.

13.4 The Provider’s liability under the indemnity in clause 10.4 and 18.3 shall be unlimited.

14 Force Majeure

Neither Party shall have any liability under or be deemed to be in breach of the Agreement for any delays or failures in performance of the Agreement which result from circumstances beyond the reasonable control of the Provider. Each Party shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than two months, either Party may terminate the Agreement by written notice to the other Party.

15 Termination

15.1 The Authority may terminate the Agreement at any time by notice in writing to the Provider to take effect on any date falling at least 3 months (or, if the Agreement is less than 6 months in duration, at least 10 Working Days) later than the date of service of the relevant notice.

15.2 Without prejudice to any other right or remedy it might have, the Authority may terminate the Agreement by written notice to the Provider with immediate effect if the Provider: 15.2.1 (without prejudice to clause 15.2.5), is in material breach of any obligation under the

Agreement which is not capable of remedy;

15.2.2 repeatedly breaches any of the terms and conditions of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms and conditions of the Agreement;

15.2.3 is in material breach of any obligation which is capable of remedy, and that breach is not remedied within 30 days of the Provider receiving notice specifying


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the breach and requiring it to be remedied; 15.2.4 undergoes a change of control within the meaning of section 416 of the Income

and Corporation Taxes Act 1988; 15.2.5 breaches any of the provisions of clauses 7.2, 11, 12, 13 and 17; or 15.2.6 becomes insolvent, or if an order is made or a resolution is passed for the

winding up of the Provider (other than voluntarily for the purpose of solvent amalgamation or reconstruction), or if an administrator or administrative receiver is appointed in respect of the whole or any part of the Provider’s assets or business, or if the Provider makes any composition with its creditors or takes or suffers any similar or analogous action (to any of the actions detailed in this clause 15.2.6) in consequence of debt in any jurisdiction.

15.3 The Provider shall notify the Authority as soon as practicable of any change of control as referred to in clause 15.2.4 or any potential such change of control.

15.4 The Provider may terminate the Agreement by written notice to the Authority if the Authority has not paid any undisputed amounts within 90 days of them falling due.

15.5 Termination or expiry of the Agreement shall be without prejudice to the rights of either Party accrued prior to termination or expiry and shall not affect the continuing rights of the Parties under this clause or any other provision of the Agreement that either expressly or by implication has effect after termination.

15.6 Upon termination or expiry of the Agreement, the Provider shall:

15.6.1 give all reasonable assistance to the Authority and any incoming Provider of the Services; and

15.6.2 return all requested documents, information and data to the Authority as soon as reasonably practicable.

16 Compliance

16.1 The Provider shall promptly notify the Authority of any health and safety hazards which may arise in connection with the performance of its obligations under the Agreement. The Authority shall promptly notify the Provider of any health and safety hazards which may exist or arise at the Authority’s premises and which may affect the Provider in the performance of its obligations under the Agreement.


16.2.1 comply with all the Authority’s health and safety measures while on the Authority’s premises; and

16.2.2 notify the Authority immediately in the event of any incident occurring in the performance of its obligations under the Agreement on the Authority’s premises where that incident causes any personal injury or damage to property which could give rise to personal injury.


16.3.1 perform its obligations under the Agreement in accordance with all applicable equality Law and the Authority’s equality and diversity policy as provided to the Provider from time to time; and take all reasonable steps to secure the observance of clause 17.3.1. by all Staff.

16.5 The Provider shall provide the Services in accordance with the Authority’s environmental policy as provided to the Provider from time to timeThe Provider shall comply with, and shall ensure that its Staff shall comply with, the provisions of:

16.5.1 the Official Secrets Acts 1911 to 1989; and

16.5.2 section 182 of the Finance Act 1989.


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17 Prevention of Fraud and Corruption

17.1 The Provider shall not offer, give, or agree to give anything, to any person an inducement or reward for doing, refraining from doing, or for having done or refrained from doing, any act in relation to the obtaining or execution of the Agreement or for showing or refraining from showing favour or disfavour to any person in relation to the Agreement.

17.2 The Provider shall take all reasonable steps, in accordance with good industry practice, to prevent fraud by the Staff and the Provider (including its shareholders, members and directors) in connection with the Agreement and shall notify the Authority immediately if it has reason to suspect that any fraud has occurred or is occurring or is likely to occur.

17.3 If the Provider or the Staff engages in conduct prohibited by clause 17.1 or commits fraud in relation to the Agreement or any other contract with the Crown (including the Authority) the Authority may:

17.3.1 terminate the Agreement and recover from the Provider the amount of any loss suffered by the Authority resulting from the termination, including the cost reasonably incurred by the Authority of making other arrangements for the provision of the Services and any additional expenditure incurred by the Authority throughout the remainder of the Agreement; or

17.3.2 recover in full of the Provider any other loss sustained by the Authority in consequence of any breach of this clause.

18 Dispute Resolution

18.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with the Agreement and such efforts shall involve the escalation of the dispute to an appropriately senior representative of each Party.

18.2 If the dispute cannot be resolved by the Parties within one month of being escalated as referred to in clause 18.1, the dispute may by agreement between the Parties be referred to a neutral adviser or mediator (the “Mediator”) chosen by agreement between the Parties. All negotiations connected with the dispute shall be conducted in confidence and without prejudice to the rights of the Parties in any further proceedings.

18.3 If the Parties fail to appoint a Mediator within one month or fail to enter into a written agreement resolving the dispute within one month of the Mediator being appointed, either Party may exercise any remedy it has under applicable law.

19 General

19.1 Each of the Parties represents and warrants to the other that it has full capacity and authority, and all necessary consents, licences and permissions to enter into and perform its obligations under the Agreement, and that the Agreement is executed by its duly authorised representative.

19.2 A person who is not a party to the Agreement shall have no right to enforce any of its provisions which, expressly or by implication, confer a benefit on him, without the prior written agreement of the Parties.

19.3 19.3 The Agreement cannot be varied except in writing signed by a duly authorised representative of both the Parties.

19.5 19.4 The Agreement contains the whole agreement between the Parties and supersedes and replaces any prior written or oral agreements, representations or understandings between them. The Parties confirm that they have not entered into the Agreement on the basis of any representation that is not expressly incorporated into the Agreement. Nothing


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in this clause shall exclude liability for fraud or fraudulent misrepresentation.Any waiver or relaxation either partly, or wholly of any of the terms and conditions of the Agreement shall be valid only if it is communicated to the other Party in writing and expressly stated to be a waiver. A waiver of any right or remedy arising from a breach of contract shall not constitute a waiver of any right or remedy arising from any other breach of the Agreement.

19.6 The Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in the Agreement. Neither Party shall have, nor represent that it has, any authority to make any commitments on the other Party’s behalf.

19.7 Except as otherwise expressly provided by the Agreement, all remedies available to either Party for breach of the Agreement (whether under the Agreement, statute or common law) are cumulative and may be exercised concurrently or separately, and the exercise of one remedy shall not be deemed an election of such remedy to the exclusion of other remedies.

19.8 If any provision of the Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from the Agreement and rendered ineffective as far as possible without modifying the remaining provisions of the Agreement and shall not in any way affect any other circumstances of or the validity or enforcement of the Agreement.

20 Notices

20.1 Any notice to be given under the Agreement shall be in writing and may be served by personal delivery, first class recorded or, subject to clause 20.3, e-mail to the address of the relevant Party set out in the Award Letter, or such other address as that Party may from time to time notify to the other Party in accordance with this clause:

20.2 Notices served as above shall be deemed served on the Working Day of delivery provided delivery is before 5.00pm on a Working Day. Otherwise delivery shall be deemed to occur on the next Working Day. An email shall be deemed delivered when sent unless an error message is received.

20.3 Notices under clauses 14 (Force Majeure) and 15 (Termination) may be served by email only if the original notice is then sent to the recipient by personal delivery or recorded delivery in the manner set out in clause 20.1.

21 Governing Law and Jurisdiction

The validity, construction and performance of the Agreement, and all contractual and non-contractual matters arising out of it, shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the Parties submit.


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DOCUMENT 4

CONFLICTS OF INEREST AND CONFIDENTIALITY UNDERTAKING

The project involves a procurement process managed by Imperial College Health Partners (ICHP) and to ensure that the procurement process is reasonable, open, and transparent and that all bidders are treated fairly, all stakeholders’ actual or potential conflicts of interest (‘CoI’) must be identified and resolved to the satisfaction of the organisation.

As part of this process and before you participate in the project, you are required to confirm that you have no actual or potential conflicts of interest or to declare these.

DECLARATION

Name:

Position within the organisation:

Role within the procurement process (e.g. project manager, contracts manager, HR etc)

Detail of interests held (complete all that are applicable):

Type of Interest

(See page 4 for details)

Description of Interest (including for indirect Interests, details of the relationship with the person who has the interest)

Date interest relates

From & To

What action do you feel could be taken to mitigate the CoI?

(to be agreed with line manager as per the organisations CoI and Governance procedures or as per specific and agreed governance arrangements for this requirement)

Financial Interests

Non-Financial Professional Interests

Non-Financial Personal Interests

Indirect Interests

The information submitted will be held by ICHP to comply with the organisation’s policies or such other specific governance arrangements that are agreed for this project. This information may be held in both manual and electronic form in accordance with the Data Protection Act 1998.


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Information may be disclosed to third parties in accordance with the Freedom of Information Act 2000.

I confirm that the information provided is complete and correct. I acknowledge that any changes in these declarations must be notified to ICHP as soon as practicable and no later than 28 days after the interest arises. I am aware that if I do not make full, accurate and timely declarations then civil, criminal, or internal disciplinary action may result.

I do / do not [delete as applicable] give my consent for this information to published on registers that the ICHP holds. If consent is NOT given, please give reasons directly below.

Signed (Stakeholder):

Position:

Date:

Name and Signature of Line Manager or (or advise why not applicable here:

Position:

Date:

Please return addressed to the Company Secretary at

[email protected], who will keep a register of all CoI Declarations.

Bribery Act 2010 and Fraud Act 2006

Soliciting, offering or accepting a bribe will be held to be an offence under the Bribery Act 2010. In addition, the Act introduced a new corporate offence – resulting in a wider spectrum of potential defendants, meaning company’s, as well as individuals, may find themselves in breach of the Act. Thus, it is important that we are all aware and remain compliant with the Act, maintaining a robust corporate and employee code of practice. Any suspected instances of bribery will be taken seriously and dealt with thoroughly by ICHP and appropriate action will be taken where necessary.

In compliance with the Bribery Act 2010, all stakeholders are required to familiarise themselves with ICHP’s Anti-Bribery Policy which provides clear guidance on the ethical behaviour expected of all persons who are involved or undertaking business on behalf of the organisation.

In compliance with the Bribery Act 2010 and the Fraud Act 2006 you will ensure that you act in a professional manner by not accepting any hospitality or gift that may be seen as a conflict of interest. Please contact your nominated Governance lead/team for more information.

mailto:[email protected]


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TYPES OF INTEREST

Type of Interest Description

Financial Interests This is where an individual may get direct financial benefits from the

consequences of a commissioning decision. This could, for example, include

being:

• A director, including a non-executive director, or senior employee in a private company or public limited company or other organisation which is doing, or which is likely, or possibly seeking to do, business with health or social care organisations;

• A shareholder (or similar owner interests), a partner or owner of a private or not-for-profit company, business, partnership or consultancy which is doing, or which is likely, or possibly seeking to do, business with health or social care organisations.

• A management consultant for a provider;

• In secondary employment (see paragraph 56 to 57);

• In receipt of secondary income from a provider;

• In receipt of a grant from a provider;

• In receipt of any payments (for example honoraria, one off payments, day allowances or travel or subsistence) from a provider

• In receipt of research funding, including grants that may be received by the individual or any organisation in which they have an interest or role; and

• Having a pension that is funded by a provider (where the value of this might be affected by the success or failure of the provider).

Non-Financial Professional Interests

This is where an individual may obtain a non-financial professional benefit from the consequences of a commissioning decision, such as increasing their professional reputation or status or promoting their professional career. This may, for example, include situations where the individual is:

• An advocate for a particular group of patients;

• A GP with special interests e.g., in dermatology, acupuncture etc.

• A member of a particular specialist professional body (although routine GP membership of the RCGP, BMA or a medical defence organisation would not usually by itself amount to an interest which needed to be declared);

• An advisor for Care Quality Commission (CQC) or National Institute for Health and Care Excellence (NICE);

• A medical researcher.

• Having any other close relationship (current or historical) with any potential bidder/healthcare provider, including previous employment.

Non-Financial Personal Interests

This is where an individual may benefit personally in ways which are not directly linked to their professional career and do not give rise to a direct financial benefit. This could include, for example, where the individual is:

• A voluntary sector champion for a provider;

• A volunteer for a provider;

• A member of a voluntary sector board or has any other position of authority in or connection with a voluntary sector organisation;

• Suffering from a particular condition requiring individually funded treatment;

• A member of a lobby or pressure groups with an interest in health.

Indirect Interests This is where an individual has a close association with an individual who has a financial interest, a non-financial professional interest or a non-financial personal


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Type of Interest Description

interest in a commissioning decision (as those categories are described above). For example, this should include:

• Spouse / partner;

• Close relative e.g., parent, grandparent, child, grandchild or sibling;

• Close friend;

• Business partner.

CONFIDENTIALITY UNDERTAKING

The purpose of this declaration is to confirm the terms pursuant to which ICHP will release any information related to the commissioning decisions, any documents relating to the above project to you or any other information related to ICHP’s activities. This confidentiality undertaking must be signed by you and be returned to the Company Secretary at [email protected].

In consideration of the release by ICHP of the Confidential Information as set out below, you undertake and agree with the following:

1. This undertaking is binding upon you;

2. This undertaking extends to all information of whatsoever nature in whatsoever form relating to the above project, obtained from any source, including without limitation: the Tender documentation; information received from the Contracting Authority or its appointed advisors; information obtained as a result of being allowed in or onto any premises associated with the delivery of the project (“Confidential Information”). It does not extend to information which, at the time it is obtained, is in the public domain;

3. You shall treat all Confidential Information strictly as such and shall take all steps necessary to prevent it from being disclosed to the public or any third party or coming, by any means, into the possession of any third party (except where disclosure is required or permitted by law, or by court order);

4. You shall use the Confidential Information solely for the purpose of this procurement for the above named project;

5. You shall not use or disclose or permit the disclosure by any person of any of the Confidential Information for the benefit of any third party;

6. You shall keep all materials containing Confidential Information in a secure place and return them to the Contracting Authority immediately upon the request of the Contracting Authority;

7. No failure or delay by ICHP in exercising any right or power or privilege available to it shall be deemed to be a waiver nor shall any single or partial exercise of any such right or power or privilege preclude any further exercise or the exercise of any such rights or power or privilege;

8. Confidentiality shall be kept 6 years from the signature of this declaration (or such other period specified by ICHP.

9. The agreement formed by the acceptance of this letter shall be governed by and constructed in all respects in accordance with English law and each hereby submits to the exclusive jurisdiction of the courts of England and Wales in relation to all matters pertaining to or arising from this Agreement.

mailto:[email protected]


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I accept and agree to the above terms and conditions:

Signed: Date:

Name in BLOCK capitals:

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