Standard terms and conditions for goods and/or services subject to a purchase order

1.1 Definitions. In these conditions, the following definitions apply: 

Authority: Lancashire Combined Fire Authority (Lancashire Fire & Rescue Service) whose address is Service HQ, Garstang Road, Fulwood, Preston, PR2 3LH

Business day: a day other than a Saturday, Sunday or public holiday in England.

Commencement date: has the meaning set out in in clause 2.1.

Conditions: these terms and conditions as amended from time to time.

Confidential information: means information data and material of any nature which either Party may receive or obtain from each other or from any third party in connection with the operation of the Contract and which at the time of disclosure is marked or otherwise designated to show expressly or by necessary implication that it is imparted in confidence, and all information that is otherwise imparted in confidence, including information which (i) comprises Personal Data or Special Category Personal Data (as both terms are defined in the Data Protection Legislation); (ii) the release of which is likely to prejudice the commercial interests of the Customer or the Supplier respectively; or (iii) which is a trade secret.

Contract: the contract between the Authority and the Supplier for the supply of Goods and/or Services in accordance with these Conditions, the Authority’s specification and the Supplier’s offer that the Authority has accepted.

Contract personal data: means Personal Data which is to be processed under this Contract, as more particularly described in a Purchase Order.

Data protection legislation: means the UK Data Protection Legislation and any other European Union Legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including without limitation, the privacy of electronic communications); and references to “Data Subjects”, “Personal Data”, “Process”, “Processed”, “Processing”, “Processor” and “Supervisory Authority” have the meanings set out in, and will be interpreted in accordance with, such applicable laws.

Data security incident: means (a) a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Contract Personal Data transmitted, stored or otherwise Processed; or (b) a discovery or reasonable suspicion that there is a vulnerability in any technological measure used to protect any Contract Personal Data that has previously been subject to a breach within the scope of paragraph (a), which may result in exploitation or exposure of that Contract Personal Data; or (c) any defect or vulnerability with the potential to impact the ongoing resilience, security and/or integrity of systems Processing Contract Personal Data.

Deliverables: all documents, products and materials developed by the Supplier or its agents, contractors and employees as part of or in relation to provision of Goods or Services in any form or media, including without limitation drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).

Equality Acts: means the Equality Act 2006, the Equality Act 2010 and any statutory modification or re-enactment thereof or any other law relating to discrimination in employment or in the provision of goods, facilities and services.

Force majeure: means any cause materially affecting the performance by a party of its obligations arising from any act beyond its reasonable control and affecting either Party, including without limitation: government regulations, acts of God, war, fire, flood, storm, tempest, epidemic, disaster, explosion, acts of terrorism and national emergencies. It does not include any industrial action occurring amongst the Supplier’s Staff or any staff of any sub-contractor.

Goods: the goods (or any part of them) set out in the Purchase Order. 

Insolvency Legislation: means (i) Insolvency Act 1986 (ii) The Small Business, Enterprise and Employment Act 2015 (iii) the Corporate Insolvency and Governance Act 2020) and any applicable national Laws as amended from time to time.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Modern Slavery Act: means the Modern Slavery Act 2015.

Modern slavery practice: means any practice, act or omission that amounts to modern slavery as defined in the Modern Slavery Act.

Order: the Authority's Purchase Order for the supply of Goods, Works and/or Services, as set out by the Authority’s purchase order form.

Services: the services, including without limitation any Deliverables, to be provided by the Supplier under the Contract as set out in the Specification.

Specification: any specification for the Goods, Works or Services, including any related plans, drawings, documents, products and materials that are agreed in writing by the Authority and the Supplier.

Supplier: the person or firm from whom the Authority purchases the Goods and/or Services.

Works: means the works described in the Specification including any deliverables (or any variation of the services, including additional works agreed between the Parties in accordance with the Contract) which shall be provided in accordance with the Contract.

1.2 Construction. In these conditions, the following rules apply: 

a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

b) a reference to a party includes its personal representatives, successors or permitted assignees;

c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

d) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

e) a reference to writing or written includes e-mails.

The Order constitutes an offer by the Authority to purchase Goods and/or Services from the Supplier in accordance with these Conditions. 

2.1 The Order shall be deemed to be accepted on the earlier of:

a) the Supplier issuing written acceptance of the Order; or

b) any act by the Supplier consistent with fulfilling the Order; at which point, and on which date the Contract shall come into existence.

2.2 These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. For the avoidance of doubt this includes, without limitation, any terms and conditions printed on any invoices or other documents submitted by the Supplier to the Authority shall not be deemed incorporated into this Contract and shall be of no effect in relation to the provision of the Goods, Works or Services.

2.3 All of these Conditions shall apply to the supply of both Goods and Services except where the application to one or the other is specified.

3.1 The Supplier shall ensure that the Goods shall:

a) correspond with their description and any applicable Goods Specification;

b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by the Authority, expressly or by implication, and in this respect the Authority relies on the Supplier's skill and judgement;

c) where applicable, be free from defects in design, materials and workmanship and remain so for 12 months after delivery; and

d) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.

3.2 The Supplier shall at all times ensure it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract in respect of the Goods.

3.3 The Authority shall have the right to inspect and test the Goods at any time before delivery and/or within a reasonable time after delivery of the Goods has taken place.

3.4 If following such inspection or testing the Authority considers that the Goods do not conform or are unlikely to comply with the Supplier's undertakings, the Authority shall inform the Supplier who must immediately take such remedial action as is necessary to ensure compliance.

3.5 Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations under the Contract, and the Authority shall have the right to conduct further inspections and tests after the Supplier has carried out its remedial actions.

4.1 The Supplier shall ensure that: 

a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;

b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

c) if the Supplier requires the Authority to return any packaging material for the Goods to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall only be returned to the Supplier at the cost of the Supplier.

4.2 The Supplier shall deliver the Goods: 

a) on the date specified in the Order or, if no such date is specified, then within 28 days of the date of the Order unless otherwise requested on the Order;

b) to the Authority's premises at Lancashire Fire & Rescue Service HQ, Garstang Road, Fulwood, Preston, PR2 3LH or such other location as is set out in the Order or as instructed by the Authority before delivery;

c) during the Authority's normal hours of business which are 09.00 – 16.00 hours, or as instructed by the Authority.

4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location. 

4.4 If the Supplier: 

a) delivers less than 95 per cent of the quantity of Goods ordered, the Authority may reject the Goods; or

b) delivers more than 105 per cent of the quantity of Goods ordered, the Authority may at its sole discretion reject the Goods or the excess Goods; and any rejected Goods shall be returnable at the Supplier's risk and expense. If the Supplier delivers more or less than the quantity of Goods ordered, and the Authority accepts the delivery, a pro rata adjustment shall be made to the invoice for the Goods.

4.5 The Supplier shall not deliver the Goods in instalments without the Authority's prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Authority to the remedies set out in clause 6.

4.6 Title and risk in the Goods shall pass to the Authority on completion of delivery. 

5.1 The Supplier shall from the date set out in the Order and for the duration of this Contract provide the Services to the Authority in accordance with the terms of the Contract. 

5.2 The Supplier shall meet any performance dates for the Services specified in the Order or notified to the Supplier by the Authority. 

5.3 In providing the Services, the Supplier shall:

a) co-operate with the Authority in all matters relating to the Services, and comply with all instructions of the Authority;

b) perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade; 

c) use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with this Contract;

d) ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the Service Specification, and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier by the Authority; 

e) provide all equipment, tools and vehicles and such other items as are required to provide the Services;

f) use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to the Authority, will be free from defects in workmanship, installation and design;

g) obtain and at all times maintain all necessary licences and consents, and comply with all applicable laws and regulations;

h) observe all health and safety rules and regulations and any other security requirements that apply at any of the Authority's premises;

i) hold all materials, equipment and tools, drawings, specifications and data supplied by the Authority to the Supplier in safe custody at its own risk, maintain the Authority Materials in good condition until returned to the Authority and not dispose or use the Authority Materials other than in accordance with the Authority's written instructions or authorisation;

j) not do or omit to do anything which may cause the Authority to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that the Authority may rely or act on the Services.

5.4 If the Works and/or Services are to be performed by instalments, the Contract shall be treated as a single contract and will not be severable.

6.1 If the Supplier fails to deliver the Goods and/or perform the Services by the applicable date, the Authority shall, without limiting its other rights or remedies, have one or more of the following rights: 

a) to terminate the Contract with immediate effect by giving written notice to the Supplier at no additional cost to the Authority;

b) where the Authority has paid in advance for Services that have not been provided by the Supplier and/or Goods which have not been delivered by the Supplier, to have such sums refunded by the Supplier; and

c) deduct from the Price an amount equal to any additional costs incurred by the Authority as a result of the delay.

6.2 If the Supplier has delivered Goods that do not comply with the undertakings, then, without limiting its other rights or remedies, the Authority shall have one or more of the following rights, whether or not it has accepted the Goods:

a) to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier's own risk and expense;

b) to terminate the Contract with immediate effect by giving written notice to the Supplier at no additional cost to the Authority;

c) to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods, Works or Services (if paid);

6.3 If the Supplier has performed Works and/or Services that do not comply with the undertakings set out in clause 5, then without limiting its other rights or remedies, the Authority shall have one or more of the following rights;

a) to terminate the Contract with immediate effect by giving written notice to the Supplier at no additional cost to the Authority;

b) to require the Supplier to remedy any failure to perform the Works or Services or to provide a full refund of the price of the rejected Works or Services (if paid).

6.4 Failure by the Supplier, to submit invoices to the Authority within three months of delivery of the Goods or the performance of the Works or Services, as required in clause 8, may result in the sums due under such invoices (referred to below as "Late Invoices"), not being recoverable from the Authority by the Supplier. If and to the extent that the Authority has incurred any loss as a direct consequence of the late submission of invoices by the Supplier for example the Authority loses the right to be reimbursed by a third party because it submits a Claim late and the reason for the late Claim is because the Supplier has submitted a Late Invoice to the Authority, then the Authority’s inability to obtain reimbursement may be remedied in accordance with this clause 6.4, without prejudice to any other rights or remedies that the Authority may have.

6.4.1 If the Authority has forfeited its right to recover from a third party, sums specified in a Late Invoice as a result of the Supplier’s submission of Late Invoice(s) to the Authority, the Authority may:

a) refuse to pay the sums due on the Late Invoice to the extent that the sum not paid by the Authority cannot be claimed back by the Authority from the third party under the arrangements between the Authority and the third party referred to above in this condition; and, 7;

b) set off the sums the Authority is unable to claim back from the third party (as a result of the Supplier’s late submission of any invoice) against any sums that may become payable from the Authority to the Supplier for the supply of the Goods, Works and Services.

6.5 These Conditions shall extend to any substituted or remedial services and/or repaired, or replacement goods supplied by the Supplier.

6.6 The Authority's rights under this Contract are in addition to its rights and remedies implied by statute and common law.

7.1 The Authority shall:

a) provide the Supplier with reasonable access at reasonable times to the Authority's premises for the purpose of delivering the Goods or performing the Works or Services;

b) provide such information as the Supplier may reasonably request for the provision of the Services and the Authority considers reasonably necessary for the purpose of providing the Services.

8.1 The price for the Goods:

a) shall be the price set out in the Order; and

b) shall be inclusive of the costs of packaging, insurance and carriage of the Goods, unless otherwise agreed in writing by the Authority. No extra charges shall be effective unless agreed in writing and signed by the Authority.

8.2 The charges for the Works and Services shall be set out in the Order and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Works and/or Services. Unless otherwise agreed in writing by the Authority, the charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Works and/or Services.

8.3 In respect of Goods, the Supplier shall invoice the Authority on or within three months after completion of delivery. In respect of Works and Services, the Supplier shall invoice the Authority on or within three months of completion of the Works and/or Services. Each invoice shall include such supporting information required by the Authority to verify the accuracy of the invoice; this will include but not limited to the below the information:

· the full name and address of the Authority and the Supplier;

· Purchase Order number;

· a unique identification number; and invoice date;

· a clear description of Goods or Services supplied;

· the period to which the invoice relates (e.g., dates of Service performed);

· the amount due (net, plus VAT if applicable) and VAT registration number;

· any other information reasonably requested by the Authority in writing (e.g., cost codes, timesheets, evidence of deliverable acceptance); and

8.3.1 Please note all prices are to be stated in Great British Pounds (GBP).

8.3.2 The Supplier shall submit all invoices electronically to the Authority’s designated e-invoicing address lfrsinvoices@lancashire.gov.uk.

8.3.3 Each invoice shall include such supporting information required by the Authority to verify the accuracy of the invoice, including but not limited to the relevant purchase order number.

8.4 In consideration of the provision of Goods, Works and Services by the Supplier, the Authority shall pay the invoiced amounts within 30 days of the date of a correctly rendered invoice to a bank account nominated in writing by the Supplier.

8.5 All amounts payable by the Authority under the Contract are exclusive of amounts in respect of valued added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Authority, the Authority shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods and/or Services at the same time as payment is due for the supply of the Goods and/or Services.

8.6 Unless otherwise agreed in writing, all Contract Prices and rates include all costs, expenses, overheads, and profit of the Supplier, including but not limited to labour, equipment, insurance, materials, travel, subsistence, licences, royalties, and third-party fees necessary to perform the Services.

8.7 The Authority may at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to the Authority against any liability of the Authority to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract.

9.1 In respect of the Goods and any goods that are transferred to the Authority as part of the Services under this Contract, including without limitation the Deliverables or any part of them, the Supplier warrants that it has full clear and unencumbered title to all such items, and that at the date of delivery of such items to the Authority, it will have full and unrestricted rights to sell and transfer all such items to the Authority.

9.2 The Supplier assigns to the Authority, with full title guarantee and free from all third-party rights, all Intellectual Property Rights in the products of the Services, including for the avoidance of doubt the Deliverables.

9.3 The Supplier shall obtain waivers of all moral rights in the products, including for the avoidance of doubt the Deliverables, of the Services to which any individual is now or may be at any future time entitled under Chapter IV of Part I of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction.

9.4 The Supplier shall, promptly at the Authority's request, do (or procure to be done) all such further acts and things and the execution of all such other documents as the Authority may from time to time require for the purpose of securing for the Authority the full benefit of the Contract, including all right, title and interest in and to the Intellectual Property Rights assigned to the Authority.

9.5 All Authority Materials are the exclusive property of the Authority.

9.6 This clause 9 shall survive termination of the Contract.

10.1 The Supplier shall keep the Authority indemnified against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered incurred by the Authority as a result of or in connection with: 

a) any claim made against the Authority for actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services, to the extent that the claim is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors;

b) any claim made against the Authority by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in Goods, to the extent that the defects in the Goods are attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors; and

c) any claim made against the Authority by a third party arising out of or in connection with the supply of the Goods or the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors.

10.2 This clause 10 shall survive termination of the Contract.

11.1 During the term of the Contract and for a period of one year thereafter or as specified by the Authority, the Supplier shall maintain in force where applicable and with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract as appropriate, and shall, on the Authority's request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.

12.1 A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction.

12.2 This clause shall survive termination of the Contract.

13.1 The Supplier shall (and shall ensure that its entire staff) comply with any requirements of the UK GDPR and Data Protection Act 2018 and both Parties will duly observe all of their obligations under the DPA which arise in connection with the Contract.

13.2 Where the Supplier is processing personal data, as defined by the UK GDPR and Data Protection Act 2018, as a Data Processor for the Authority, the Supplier shall ensure that it has appropriate technical and organisational measures in place to ensure the security of personal data. Under Article 28(3)(a) of the UK GDPR, The Data Processor may only process personal data in line with the controller’s documented instructions (including when making an international transfer of personal data) unless it is required to do otherwise by UK law. 

13.3 The Supplier shall not disclose personal data to any third parties other than:

a) to staff and sub-contractors to whom such disclosure is reasonably necessary to carry out the obligations under the Contract, or

b) to the extent required under a court order, provided that disclosure is made with the approval of the Authority and subject to written terms no less stringent than the terms contained in this clause and that the disclosing party shall give notice in writing to the other party of any disclosure of personal data it or a sub-contractor may make immediately it is aware of such a requirement.

c) the Supplier shall indemnify and keep indemnified the Authority against all losses, claims, damages, liabilities, costs and expenses (including all reasonable legal costs) incurred by it in respect of any breach by the Supplier or their sub-contractors and/or any act or omission of any its personnel or agents.

13.4 The Supplier is required to provide a commitment of confidentiality from anyone it allows to process the personal data, unless that person is already under such a duty by statute. This must cover the processor’s employees as well as any temporary workers and agency workers who have access to the personal data.

13.5 The Supplier is obliged under Article 32 of the UK GDPR to put in place appropriate technical and organisational measures to ensure the security of any personal data they process which may include, as appropriate:

· encryption and pseudonymisation;

· the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;

· the ability to restore access to personal data in the event of an incident; and

· processes for regularly testing and assessing the effectiveness of the measures.

13.6 Where the Supplier is processing the personal data on behalf of the Authority:

· the processor should not engage another processor (a sub-processor) without the controller’s prior specific or general written authorisation;

· if a sub-processor is employed under the controller’s general written authorisation, the processor should let the controller know of any intended changes and give the controller a chance to object to them;

· if the processor employs a sub-processor, it must put a contract in place imposing the same Article 28(3) data protection obligations on that sub-processor. This should include that the sub-processor will provide sufficient guarantees to implement appropriate technical and organisational measures in such a way that the processing will meet the UK GDPR’s requirements. The wording of these obligations does not need to exactly mirror those set out in the contract between the controller and the processor, but should offer an equivalent level of protection for the personal data; and

· the processor is liable to the controller for a sub-processor’s compliance with its data protection obligations.

13.7 The Supplier shall, without undue delay, notify the Authority of any Subject Access Requests, relating to the processed data or any of the Authorities data subjects.

13.8 The Supplier will take “appropriate technical and organisational measures” to help the controller respond to requests from individuals to exercise their rights. This includes where the controller must enable data subjects to exercise various rights and respond to requests to do so, such as subject access requests, requests for the rectification or erasure of personal data, and objections to processing.

13.9 The Supplier must assist the controller in meeting its obligations to:

· keep personal data secure;

· notify personal data breaches to the ICO;

· notify personal data breaches to data subjects;

· carry out data protection impact assessments (DPIAs) when required; and

· consult ICO where a DPIA indicates there is a high risk that cannot be mitigated.

13.10 The Suppler shall, without undue delay, notify the Authority of any Data Breach, which occurs that relates to the processed data or any of the Authorities data subjects.

13.11 At the end of the contract, where the Supplier is the Processor, it must:

· at the Authorities choice, delete or return to the authority all the personal data it has been processing for it; and

· delete existing copies of the personal data unless UK law requires it to be stored.

It should be noted that deletion of personal data should be done in a secure manner, in accordance with the security requirements of Article 32 of the UK GDPR.

13.12 The Supplier is required in relation to Audits and Inspections:

· to provide the Authority with all the information that is needed to show that the obligations of Article 28 have been met;

· to contribute to, audits and inspections carried out by the Authority, or by an auditor appointed by the Authority; and

· to maintain records of their processing activities as set out in Article 30(2) of the UK GDPR.

13.13 Where the Supplier is a Joint Controller of the personal data, as defined by the UK GDPR and Data Protection Act 2018, the Supplier shall ensure that it has appropriate technical and organisational measures in place to ensure the security of the personal data, as stated previously, where relevant.

14.1 The Authority is subject to the Freedom of Information Act 2000 (“FOIA”) and the Environmental Information Regulations 2004 (“EIR”) and PA2023. As required by the FOIA, EIR or the PA2023, the Authority may be obliged to disclose information forming part of this Agreement in response to a request from any person or to publish on the Central Digital Platform under transparency obligations.

14.2 Supplier Assistance: If the Authority receives a request under FOIA or EIR for any information relating to this Agreement or publish under PA2023 due to transparency obligations (an “Information Request”), the Authority shall notify the Supplier in writing as soon as practicable, providing a copy of the request.

14.3 The Supplier shall, within five (5) Working Days of such notice, provide the Authority with any information or assistance reasonably required to enable the Authority to respond to the Information Request within the statutory timeframe of twenty (20) Working Days under FOIA or EIR.

14.4 The Supplier acknowledges that the Authority may engage legal or consultancy support to determine whether any information is exempt from disclosure under FOIA, EIR or PA2023; the Supplier shall cooperate fully with such efforts.

14.5 The Supplier shall bear its own internal costs of providing assistance under Clause 27.3. If the Authority agrees in writing to reimburse the Supplier for extraordinary or disproportionate costs (e.g., retrieval of archived records), the Parties shall agree a reasonable cost cap in advance.

14.6 The Authority shall make the final determination whether any part of this Agreement, or any related information, is exempt from disclosure under FOIA, EIR or PA2023.

14.7 If the Supplier considers any information it provides to be commercially sensitive or exempt (for example, commercially confidential business information or trade secrets), the Supplier shall clearly mark such information “Confidential – Commercially Sensitive” and provide a written justification for the exemption (citing applicable FOIA/EIR/ PA2023 provisions) within five (5) Working Days of providing the information.

14.8 The Authority shall consider the Supplier’s comments and justifications but retains the right, acting reasonably, to determine whether to redact or withhold information. If the Supplier does not respond within five (5) Working Days to a request, the Authority may proceed to make a determination without further consultation.

15.1 Without limiting its other rights or remedies, the Authority may terminate the Contract:

a) in respect of the supply of Services, by giving the Supplier one month’s written notice; and

b) in respect of the supply of Goods, in whole or in part at any time before delivery with immediate effect by giving written notice to the Supplier, whereupon the Supplier shall discontinue all work on the Contract. The Authority shall pay the Supplier fair and reasonable compensation for any work in progress on the Goods at the time of termination, but such compensation shall not include loss of anticipated profits or any consequential loss.

15.2 Without limiting its other rights or remedies, the Supplier may terminate the Contract by giving the Authority one month written notice.

15.3 In any of the circumstances in these Conditions in which a party may terminate the Contract, where both Goods and Services are supplied, that party may terminate the Contract in respect of the Goods, or in respect of the Services, and the Contract shall continue in respect of the remaining supply.

15.4 The Authority shall be entitled to terminate the Contract without liability to the Supplier by giving written notice to the Supplier at any time if:

a) the Supplier makes any voluntary arrangement with its creditors (within the meaning of the prevailing Insolvency Legislation) or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or

b) an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Supplier; or

c) the Supplier dies, or ceases, or threatens to cease to carry on business; or

d) the Supplier commits a material breach of this Contract and fails to remedy the same within 14 days of service of notice by the Authority specifying the breach and requiring it to be remedied.

e) termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination.

15.5 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination.

15.6 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

16.1 On termination of the Contract for any reason, the Supplier shall immediately deliver to the Authority all Deliverables whether or not then complete and return all Authority Materials. If the Supplier fails to do so, then the Authority may enter the Supplier's premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.

17.1 Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under it if such a delay or failure result from an event, circumstances or cause beyond its reasonable control.

17.2 The Supplier shall use all reasonable endeavours to mitigate the effect of a Force Majeure Event on the performance of its obligations.

17.3 If a Force Majeure Event prevents, hinders or delays the Supplier's performance of its obligations for a continuous period of more than ten Business Days, the Authority may terminate the Contract immediately by giving written notice to the Supplier.

18.1 In this clause, “Bribery Act” means the Bribery Act 2010 and “Prohibited Act” means any of the following:

a) to directly or indirectly offer, promise or give any person working for or engaged by the Authority a financial or other advantage to (i) induce that person to perform improperly a relevant function or activity or (ii) reward that person for improper performance of a relevant function or activity; or

b) to directly or indirectly request, agree to receive or accept any financial or other advantage as an inducement or a reward for improper performance of a relevant function or activity in connection with this Agreement; or

c) committing any offence (i) under the Bribery Act; (ii) under legislation creating offences concerning fraudulent acts; (iii) at common law concerning fraudulent acts relating to this Contract or any other contract with the Authority; or (iv) defrauding, attempting to defraud or conspiring to defraud the Authority.

18.2 The Supplier shall not commit a Prohibited Act and ensure that any of its employees, consultants, agents, or sub-contractors shall not commit a Prohibited Act in connection with the Contract.

18.3 The Supplier warrants, represents and undertakes to the Authority that it is not aware of any financial or other advantage being given to any person working for or engaged by the Authority, or that an agreement has been reached to that effect, in connection with the execution of this Contract, excluding any arrangement of which full details have been disclosed in writing to the Authority before execution of this Contract.

18.4 Where the Supplier commits a Prohibited Act in relation to this or any other contract with the Authority, the Authority has the right to:

a) terminate the Contract and recover from the Supplier 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 Contract Period; or

b) recover in full, from the Supplier any other loss sustained by the Authority in consequence of any breach of this clause whether or not the Contract has been terminated.

18.5 If any breach is suspected or known, the Supplier must notify the Authority immediately.

18.6 If the Supplier notifies the Authority that it suspects or knows that there may be a breach, the Supplier must respond promptly to the Authority's enquiries, co-operate with any investigation, and allow the Authority to audit books, records and any other relevant documentation. This obligation shall continue for three years following the expiry or termination of this Contract.

18.7 This clause 18 shall survive termination of the Contract.

19.1 The Supplier will not and will procure that any other person who performs Services and/or Works for or on behalf of it in connection with this Contract will not engage in any Modern Slavery Practice. The Supplier will conduct proper due diligence on its own suppliers and all persons employed or engaged on or in connection with this Contract to ensure that they do not engage in any Modern Slavery Practice.

19.2 The Supplier shall, use reasonable endeavours to ensure that its Staff shall, at all times, act in a way which is compatible with the Convention Rights within the meaning of Section 1 of the Human Rights Act 1998 and shall comply with the Equality Acts.

19.3 The Supplier will immediately give written notice to the Authority upon the occurrence of a breach or suspected breach of any of its obligations referred to in this Condition 19. The notice will set out full details of the breach or suspected breach.

19.4 The Authority may terminate this Contract immediately by giving written notice to that effect to the Supplier if the Supplier is in breach of any of its obligations under this Condition 19.

20.1. All Contractors shall operate in an environmentally conscious manner and in accordance with all relevant legislation, taking into consideration the impact of its activities and operations on the environment and actively seeking to minimise or eliminate those impacts.

20.2. The Contractor, its personnel, and any sub-contractors must adhere to all relevant policies and procedures developed by the Authority and shall cooperate with the Authority’s officers over implementation of such policies and procedures. This includes the provision of data and information to enable the Authority to monitor, track and report on its activities.

21.1 Assignment and other dealings.

a) the Authority may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

b) the Supplier may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Authority.

21.2 Notices.

a) any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.

b) a notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.

c) the provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

21.3 Severance.

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

21.4 Waiver. 

A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

21.5 No Partnership or Agency.

Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

21.6 Third Parties.

A person who is not a party to the Contract shall not have any rights to enforce its terms.

21.7 Publicity.

Neither the Authority nor the Supplier shall publicise in any media or public announcement information regarding the terms of the Contract, or the Goods supplied, without the prior written consent of the other Party in either case such consent not to be unreasonably withheld.

21.8 Social Value.

The Supplier shall have due regard for the Authority’s Social Value policy, a copy of which can be found on the Authority’s website.

21.9 Variation.

Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Authority.

21.10 Governing Law.

The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.21.11 Jurisdiction.

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

21.11 Authority Policies.

The Supplier and its Staff involved in the supply of Goods, Works or Services under the Contract shall comply with the Authority’s policies relevant to the performance of the Supplier’s obligations under the Contract and which have been made known to the Supplier. Such policies shall include without limitation the Authority’s health and safety and security policies including the minimum mandatory security controls. The Supplier warrants and undertakes that the staff engaged in performing the Contract shall have satisfactorily completed the Baseline Personnel Security Standard (BPSS) which requires verification of (a) identity (b) employment history (c) nationality and immigration status; and (d) unspent criminal convictions. If the Supplier is a sole trader the Supplier will co-operate with the Authority in providing the verification information which the Authority may require to ensure that the Supplier meets the BPSS.

21.12 This clause 21 shall survive termination of the Contract.