Invoices and payments

These conditions shall not apply where the supply of services is subject to the terms of a framework contract or formal contract between the Provider and the Council.

1.Definitions and interpretation

1.1. In this Purchase Order the following terms and expressions shall have the following meanings: “Brexit”: means the UK ceasing to be a member state of the European Union, regardless of which countries comprise the UK at such date, and includes:

(i) the imposition of, or a change to, a duty, tax or levy imposed on imports or exports relating to the subject matter of this Purchase Order;

(ii) the loss of, a change to or the imposition of a new requirement for any licence or consent required by a Party to perform the Agreement;

(iii) a change to the rate of exchange of sterling against any other currency;

(iv) a change to the customs procedures; and

(v) any other change impacting on the business of the Provider,

in each case as a result of the UK ceasing to be a member state of the European Union.“ Business Day”: Means any day other than a Saturday or Sunday or a public or bank holiday in England.

“Change in Law”: Means the coming into effect or repeal (without re-enactment or consolidation) in England of any Law, or any amendment or variation to any Law, or any judgment of a relevant court of law which changes binding precedent in England, in each case after the date of this Purchase Order.

“Commencement Date”: means the date inserted on this Purchase Order.

“Commissioner”: means the Information Commissioner (see section 114 of the Data Protection Act 2018 (“DPA 2018”).

“Confidential Information”: means any information (in whatever form, wherever located and however it is conveyed):

i) which has been designated as confidential in writing by the relevant Party (whether or not it is marked as “confidential”); or

ii) which ought reasonably to be considered confidential in all the circumstances, including information relating to the business, products, affairs, properties, assets, trading practices, developments, Intellectual Property Rights, trade secrets (including know-how and technical data), personnel, customers or suppliers of either Party for the time being confidential to that Party, and including the personal data, the Services and (where the context permits) the Council Property relating to or arising from this Purchase Order.

“Control”: as defined by section 450 of the Corporation Taxes Act 2010.

“Council”: means Peterborough City Council, and where the context so admits, includes any person which takes over or assumes the statutory functions or administrative responsibilities of the Council (whether in part or totally) or which is controlled by or under common control with the Council (and in this context the expression “control” shall mean the power to direct or cause the direction of the general management and policies of the person in question) but only for so long as such control exists.

“Council Property”: includes all documents, books, manuals, materials, records, correspondence, papers, data, information, plant, equipment, keys, hardware or software, (on whatever media and wherever located) relating to the business or affairs of the Council, or of its customers or suppliers, or provided for the Provider’s use by the Council during or arising from this Purchase Order, or produced, maintained or stored by the Provider on the Council’s or the Provider’s computer systems or other electronic equipment, during or in relation to this Purchase Order (and where the context permits, shall include all backups and copies).

“Data Protection Legislation”: means all applicable data protection and privacy Laws in force from time to time (including the UK GDPR, the DPA 2018 and the Data Protection Brexit Regulations and the EU GDPR) and any relevant national and international implementing Laws and regulatory requirements, as all such may be amended from time to time, to which the Council and/or the Provider are subject, relating to the use of personal data and any related guidance or codes of practice issued from time to time by the Commissioner.

“Employee(s)”: means any and all persons from time to time employed or engaged by the Provider (or any Sub-contractor or Sub-processor) to perform the Provider’s obligations under this Purchase Order, which includes the Provider's (and any Sub-contractor’s or Sub processor’s) employees, directors, officers, consultants, processors, servants, agents, voluntary or unpaid workers, Sub-contractors and representatives.

“Employment Checks”: means full and proper checks in accordance with the Law, Good Industry Practice and the policies of the Council, for the vetting of Employees and proposed Employees for:

(a) eligibility to work in the UK; and

(b) the handling of information of a sensitive or confidential nature or the handling of information which is subject to any relevant security measure (where the Employee’s role concerns the handling of such information or the Employee may have access to such information).

“EIR”: The Environmental Information Regulations 2004.

“FOIA”: The Freedom of Information Act 2000.

“FOI Request”: any request for information made to either Party under the FOIA (including in relation to any of the matters hereunder). 

“Force Majeure”: subject always to clause 29, any cause materially affecting the performance by a Party of its obligations under this Purchase Order arising from a reasonably unforeseeable act or circumstance, which is beyond the affected Party’s reasonable control, including: acts of God, war, industrial action (subject to clause 29.3), protests, fire, flood, storm, tempest, epidemic, explosion, acts of terrorism and national emergencies.

“Good Industry Practice”: means standards, practices, methods and procedures conforming to the Law and the exercise of such degree of skill, care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person or body engaged within the relevant industry or business sector and in the supply of services similar to the Services under the same or similar circumstances as those applicable to this Purchase Order.

“HRA”: The Human Rights Act 1998.“Insolvency Event”: includes each of the following amount to an insolvency event:

(a) the Provider suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to who many of the foregoing apply; 

(b) the Provider commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of the Provider with one or more other companies or for the purposes of a solvent reconstruction of the Provider;

(c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up or liquidation of the Provider (being a company, limited liability partnership or partnership) other than for the sole purpose of a scheme for a solvent amalgamation of the Provider with one or more other companies or for the purposes of a solvent reconstruction of the Provider;

(d) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Provider (being a company);

(e) the holder of a qualifying floating charge over the assets of the Provider (being a company) has become entitled to appoint or has appointed an administrative receiver; 

(f) a person becomes entitled to appoint a receiver over the assets of the Provider or a receiver is appointed over the assets of the Provider; 

(g) the Provider (being an individual) is the subject of a bankruptcy petition or order;

(h) a creditor or encumbrancer of the Provider attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Provider’s assets and such attachment or process is not discharged within fourteen calendar days;

(i) any event occurs, or proceeding is taken, with respect to the Provider in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in (a) to (h) (inclusive);

(j) the Provider suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

 (k) the Provider (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

“Intellectual Property Rights”: means patents, utility models, inventions, trademarks, service marks, logos, design rights, applications for any of the foregoing, copyright (and related rights), goodwill, database rights, domain names, drawings, manuals, know-how and techniques, trade or business names, rights in get-up and trade dress, rights which subsist in computer software, programmes and websites, moral rights and the right to sue for passing off or unfair competition, 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.

“Law”: means any legal provision the Provider or Council must comply with including any law, statute, and/or subordinate legislation within the meaning of section 21(1) of the Interpretation Act 1978, bye-law, enforceable right, regulation, order, regulatory policy, mandatory guidance or code of practice, judgment of a relevant court of law or legal requirements (including of any regulatory body), in force from time to time.

“Liabilities”: includes all costs, actions, demands, expenses, losses, damages, claims, proceedings, awards, fines, orders and other liabilities (including reasonable legal and other professional fees and expenses) whenever arising or brought.

“Materials”: means any and all works of authorship and materials developed, written or prepared on whatever media for the purposes of or in connection with the Services including, without limitation, any and all reports, studies, data, databases, diagrams, charts, specifications, software, pre-contractual and contractual documents and all drafts thereof and working papers relating thereto.

“Price”: means the sum stated on the Purchase Order (exclusive / inclusive of VAT) being the price of the Services as set out the Purchase Order and these terms and conditions.

“Prohibited Act”: means each of the following constitute a Prohibited Act:

(a) directly or indirectly offering, promising, giving or agreeing to give to any member or servant of the Council or person working for or engaged by the Council, any gift, reward, advantage or consideration of any kind as an inducement or reward:

(i) for doing or not doing (or for having done or not having done) any act in relation to the obtaining or performance of this Purchase Order or any other agreement with the Council;

(ii) for showing favour or disfavour to any person in relation to this Purchase Order or any other agreement with the Council; or

(iii) for the improper performance of a relevant function or activity;

(b) directly or indirectly requesting, agreeing to receive or accepting any financial or other advantage as an inducement or reward for improper performance of a relevant function or activity in connection with this Purchase Order; 

(c) committing any offence:

(i) under the Bribery Act 2010;

(ii) under s117(3) of the Local Government Act 1972;

(iii) under legislation creating offences in respect of fraudulent acts;

(iv) at common law in respect of fraudulent acts; or

(v) defrauding or attempting to defraud or conspiring to defraud the Council; or

(d) any activity, practice or conduct which would constitute one of the offences listed under (c) above, if such activity, practice or conduct had been carried out in the UK.

“Purchase Order”: means this Purchase Order placed by the Council under which the Provider agrees to supply Goods and/or Services to the Council.

“Replacement Provider”: any company, organisation, person or supplier who replaces the Provider to provide all or any services which are substantially similar to any of the Services, following the termination or expiry of all or part of this Purchase Order.

“Schedule(s)”: any schedules attached to this Purchase Order.

“Services”: means the Services to be performed by the Provider for the Council as described in the Purchase Order, together with the duties and responsibilities to be provided, performed and observed by the Provider (together with all equipment required and any associated goods provided by the Provider in relation to those Services).

“Sub-contractor”: any supplier who is contracted (whether by the Provider, the Provider’s subcontractors or at any stage of remoteness from the Council in a sub-contracting chain) for the purposes of, or to perform (or contribute to the performance of) the whole or any part of the Provider’s obligations under this Purchase Order, and “Sub-contract” shall be construed accordingly.

“Term”: means the period from the Commencement Date to the date specified in the Purchase Order (inclusive), subject to any earlier termination in accordance with the terms of this Purchase Order.

“Transparency Requirements”: means the Local Government Transparency Code 2015 issued by the Secretary of State for Communities and Local Government (February 2015), the Local Government (Transparency Requirements) (England) Regulations 2015, the Local Authorities (Executive Arrangements) (Meetings and Access to Information) (England) Regulations 2012, the Openness of Local Government Bodies Regulations 2014, the Public Contracts Regulations 2015 and all other Laws which oblige the Council to publish and/or disclose information or documentation.

1.2. Reference in this Purchase Order to:

1.2.1. any Law shall be construed as a reference to the Law as amended or re-enacted from time to time (and shall include any subordinate legislation or statutory guidance for the time being in force made under it); 

1.2.2. (except where the context otherwise requires) words denoting the singular include the plural and vice-versa, words denoting any gender include all genders and words denoting persons include the Provider, any natural person, partnership, joint venture, body corporate, incorporated association, government, governmental agency, persons having a joint or common interest, or any other legal or commercial entity or undertakings and vice-versa; 

1.2.3. writing or written, includes email; and 

1.2.4. any clause, sub-clause or Schedules, appendices or annexes shall mean a clause or a sub-clause of or Schedule, appendix or annex to this Purchase Order, and references to paragraphs are to paragraphs of the relevant Schedule, appendix or annex.

1.3. Any obligation in this Purchase Order on a person not to do something includes an obligation not to agree or allow that thing to be done.

1.4. Any obligation in this Purchase Order placed upon the Provider:-

1.4.1. shall be construed so as to include an obligation upon the Provider to ensure that all Employees comply with that obligation;

1.4.2. shall be construed as being without prejudice to any other obligation contained within this Purchase Order, unless expressly stated to the contrary; and

1.4.3. shall be deemed to require the obligation to be complied with and/or carried out at the Provider’s own expense, unless expressly stated to the contrary.

1.5. In this Purchase Order, any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the generality or sense of the words, description, definition, phrase or term preceding those terms.

1.6. The rights of the Council under any particular provision of this Purchase Order shall be construed as being without prejudice to any other rights or remedies available to the Council under any other provision of this Purchase Order or otherwise.

1.7. Where the Provider is more than one person:-

1.7.1 those persons shall in each case be jointly and severally liable for the obligations and liabilities of the Provider arising under this Purchase Order;

1.7.2 the Council may take action against, or release or compromise the liability of, or grant any time or other indulgence to, any one of the persons comprising the Provider, without affecting the liability of any other of them;

1.7.3 the rights of the Provider arising under this Purchase Order must be exercised by all persons comprising the Provider jointly

1.7.4 if the address stated herein at the beginning of this Purchase Order (or the address from time to time designated in writing for the purposes of clause 3) for the Provider, consists of more than one address, the Council may send or deliver any notices required or permitted to be given under this Purchase Order to any of such addresses which shall be deemed served upon the Provider in accordance with clause 3 (and shall not be required to send or deliver notices to each address); and

1.7.5 any breach of the obligations placed upon the Provider in this Purchase Order, by any one of those persons, shall be deemed to be a breach by the Provider for the purposes of this Purchase Order. 

1.8. In the event of, and only to the extent of, any conflict or inconsistency between the provisions in the main body of this Purchase Order and the Schedules or annexes or appendices, such conflict or inconsistency shall be resolved according to the following order of priority:

(a) the main body of this Purchase Order;

(b) any appendices;

1.9 Save for the purposes of clause 1.8, the Schedules, appendices and annexes attached hereto shall form part of this Purchase Order and shall have effect as if set out in full in the main body of this Purchase Order.

2. Headings

The index and headings to the clauses and appendices and annexes to and Schedules of this Purchase Order are for convenience of reference only and will not affect its construction or interpretation.

3. Notices

All notices must be in writing and are considered effective on the Business Day of delivery as long as they are delivered before 5:00pm on a Business Day. Otherwise the notice is effective on the next Business Day. An email is effective when sent unless an error message is received.

4. Term

This Purchase Order shall be deemed to commence on the Commencement Date and shall continue for the Term, unless terminated earlier in accordance with this Purchase Order.

5. Performance 

5.1 The Provider shall perform and deliver all Services in accordance with this Purchase Order and shall comply and co-operate with any lawful instructions given by the Council.

5.2 The Council will have the right to observe the Provider’s performance of the Services at any time (including if the Services are not being performed on the Council’s premises).

5.3 The Provider warrants to the Council that it has the necessary skill and experience to perform the Services and its obligations under this Purchase Order and will provide the Services and perform its obligations under this Purchase Order (and will procure that its obligations and the Services hereunder are performed and provided) with all reasonable skill and care, in accordance with Good Industry Practice and in accordance with all applicable Laws.

5.4 Subject as hereinafter provided the Provider shall devote such time, attention, skill, knowledge and experience as may be necessary for the proper discharge of its duties and obligations under this Purchase Order.

5.5 The Provider will not, during the Term, undertake any additional activities or accept other engagements which would directly interfere with or preclude the performance of the duties required from time to time under this Purchase Order or which might lead to any conflict of interest between the Provider and the best interests of the Council.

5.6 The Provider is deemed to have satisfied itself as to the scope, extent and location of the Services and obligations to be carried out and complied with under this Purchase Order.

5.7 The Provider will be responsible at its own cost and expense for the provision of all necessary staff, materials and equipment (and anything else necessary or required) for the management and execution of its obligations under this Purchase Order.

5.8 If the Provider at any time becomes aware of any matter (including of any inaccuracies in any information provided by the Provider to the Council) that could affect the performance of the Services or the Provider’s ability to comply with its obligations in accordance with this Purchase Order, the Provider shall notify the Council in writing immediately.

5.9 If the Provider has a change in Control, the Provider shall notify the Council in writing as soon as reasonably practicable.

5.10 The Council retains the Provider for the performance of the Services on a nonexclusive basis and the Provider accepts such appointment to provide the Services on the terms of this Purchase Order.

6. Warranties

6.1 The Provider warrants, undertakes and represents to the Council that:

6.1.1 it has the right, power and authority to enter into this Purchase Order and to perform the Services;

6.1.2 it has and will continue to have all necessary rights in and to any software or Intellectual Property Rights or any other Materials made available by the Provider to the Council necessary to perform the Services and its obligations under this Purchase Order;

6.1.3 it is not in default:

(a) in the payment of any due and payable taxes;

(b) in the filing, registration or recording of any document; or

(c) under any Law or other requirement, which default might have a material adverse effect on its business, assets or financial condition or its ability to observe or perform its obligations under this Purchase Order.

6.1.4 neither the Provider nor any of Employees (nor any other persons associated with it): 

(a) has been convicted of any offence involving slavery and/or human trafficking; and

(b) having made reasonable enquiries, and to the best of its knowledge) have been or are the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection with slavery and/or human trafficking.

6.2 The Provider warrants, undertakes and represents to the Council that the Services will be provided:

6.2.1 in a proper, skilful and workmanlike manner and that it has the necessary skill and experience to perform its obligations under this Purchase Order;

6.2.2 by a sufficient number of appropriately qualified, trained and experienced Employees with a high standard of skill, care and due diligence, in accordance with Good Industry Practice and who have been subject to the Employment Checks (and any security policy notified to the Provider from time to time);

6.2.3 in accordance and conform in all respects with the requirements of all applicable Laws from time to time in force and that the Provider has and will continue to holdall approvals, certificates, authorisations, permissions, licences, permits, regulations, regulatory approvals, registrations and consents (including from any regulatory body and including any specified in the Purchase Order) necessary from time to time for the performance of the Services;

6.2.4 in accordance with this Purchase Order;

6.2.5 to the reasonable satisfaction of the Council; and

6.2.6 in a way that the Provider takes every reasonable precaution to safeguard the Council’s (or any third party’s) property entrusted to the care of the Provider.

6.3 The Provider warrants to the Council that, to the extent that any goods, equipment or consumables are provided as part of the Services they will:

6.3.1 be free from defects in design, material and workmanship;

6.3.2 be so formulated, designed, constructed, finished and packaged as to be safe and without risk to health;

6.3.3 correspond with their description and be in compliance with the Council’s requirements as detailed within the Purchase Order;

6.3.4 be delivered on the date(s) and time(s) stipulated by the Council and to such address and delivery point as the Council requires (the Provider shall be responsible for any expenses incurred to re-deliver any incorrectly delivered Services to the correct delivery point and to return any items delivered in excess of the quantity specified by the Council)

;6.3.5 be of satisfactory quality and fit for any purpose held out by the Provider or made known to the Provider by the Council (expressly or by implication), and in this respect the Council relies on the Provider's skill and judgement; and

6.3.6 be properly packed and secured in such manner as to enable them to reach their destination in good condition, and each delivery is accompanied by a delivery note containing any special storage instructions, the type and quantity of goods and such additional details as the Council reasonably requires.

6.4 The Provider:

6.4.1 warrants and represents to the Council that all information and statements made by the Provider in relation to this Purchase Order, remain true, accurate and not misleading, save as may have been specifically disclosed in writing to the Council prior to execution of this Purchase Order; and

6.4.2 shall promptly notify the Council in writing if it becomes aware during the performance of this Purchase Order of any inaccuracies in any information provided to it by the Council during such due diligence which materially and adversely affects its ability to perform the Services.

6.5 The Provider shall not be entitled to recover any additional costs from the Council which arise from, or be relieved from any of its obligations as a result of, any matters or inaccuracies notified to the Council by the Provider in accordance with this clause.

6.6 To the extent that the Services (or any part thereof) are to be provided from the Provider’s premises, the Provider warrants, represents and undertakes to the Council that those premises are, and shall be throughout the Term, appropriately maintained and in good condition and repair throughout the Term, and are appropriately insured with an adequate limit. For the avoidance of doubt, any lack of maintenance or repair of such premises, shall not relieve the Provider from its obligations under this Purchase Order.

6.7 Without prejudice to the Council’s rights to terminate under this Purchase Order, if any of the Services supplied are not in accordance with this Purchase Order, the Council shall be entitled to:

6.7.1 reject the Services and require the Provider to provide replacement Services, which comply with the requirements of this Purchase Order, as soon as reasonably practicable and in any event within fourteen calendar days of a request by the Council to do so; or

6.7.2 require repayment of the proportion of the Price which has been paid in respect of such Services together with payment of any additional expenditure over and above the Price reasonably incurred by the Council in obtaining replacement Services.

7. Provider's employees

7.1 The Provider shall ensure that:

7.1.1 Employees engaged within the boundaries of any premises owned or occupied by or on behalf of the Council or at any location where Services are to be provided, shall comply with such rules, regulations and requirements as may be in force from time to time for the conduct of personnel when at those premises and when outside those premises;

7.1.2 all Employees receive adequate training to keep up to date with all relevant technical developments, innovations and Good Industry Practice in relation to the Services;

7.1.3 when Employees are required to carry out any activity alongside the Council’s employees in any premises, that each such Employee complies with the Council’s codes of practice relating to discrimination and equal opportunities and data protection (and the Council shall provide copies of such codes of practice if requested in writing to do so by the Provider);

7.1.4 where using any premises owned or occupied by or on behalf of the Council (or any location where Services are to be provided) or any Council Property, they are kept properly secure and it will comply and cooperate with the Council’s security requirements from time to time regarding the security of the same;

7.1.5 only those Employees that are duly authorised to enter upon the Council’s premises (or other location where Services are to be provided) for the purposes of providing the Services, do so;

7.1.6 any Council Property used by the Provider is maintained (or restored at the end of the Term) in the same or similar condition as at the Commencement Date (fair wear and tear excepted) and is not removed from Council premises unless expressly permitted by the Authorised Officer;

7.1.7 any Council Property is used with all reasonable care and skill and in accordance with any manufacturer guidelines or instructions; and

7.1.8 it notifies the Council immediately on becoming aware of any damage caused by the Provider or its Employees to any property of the Council, to any premises owned or occupied by or on behalf of the Council (or any location where Services are to be provided), to any Council Property or to any property of any other recipient of the Services, in the course of providing the Services.

7.2 The Provider shall replace any of the Employees who the Council reasonably decides has failed to carry out their duties with reasonable skill and care. Following the removal of any Employees for any reason, the Provider shall ensure such person is replaced promptly with another person with the necessary training and skills to meet the requirements of the Services and this Purchase Order.

7.3 Without prejudice to the generality of clause 5.7, for the avoidance of doubt, the Provider shall bear the cost of or costs arising from any notice, instruction or decision of the Council under this clause (and the Council shall not be liable to the Provider or any other person for any Liabilities in relation to the exercise of its rights under this clause).

8. Price and payment

8.1 Subject to the terms of this Purchase Order, the Council shall pay to the Provider the Price for the Services (provided to the satisfaction of the Council and in accordance with the terms of this Purchase Order), which shall be inclusive of all costs and expenses incurred by the Provider in providing the Services and complying with its obligations under this Purchase Order.

8.2 The Provider shall send all invoices via email as a PDF attachment to payments@peterborough.gov.uk within 30 days of supplying the Goods or Services to the satisfaction of the Council. The invoice shall show the amount of VAT payable and bear the correct Purchase Order number. Save where an invoice is disputed, the Council shall pay the Provider within 30 days of receipt of a valid undisputed invoice.

8.3 The Council reserves the right to withhold payment of the relevant part of the Price without payment of interest where the Provider has either failed to provide the Services (or any part of them) at all or has provided the Services (or any part of them) inadequately or has failed to perform its obligations under this Purchase Order adequately, and any invoice relating to such Services will not be paid unless and until the Services have been performed to the Council’s satisfaction and in accordance with this Purchase Order.

8.4 The Council will be entitled (but not obliged) at any time or times, without notice to the Provider, to set off any liability of the Council to the Provider against any liability of the Provider to the Council (in either case howsoever arising and whether any such liability is present or future, liquidated or unliquidated and irrespective of the currency) and may for such purpose convert or exchange any sums owing to the Provider into any other currency or currencies in which the obligations of the Council are payable under this Purchase Order. The Council’s rights under this clause will be without prejudice to any other rights or remedies available to the Council under this Purchase Order or otherwise. 

9. Recovery of sums

If any sum of money shall at any time have been, or becomes, recoverable from, or payable by the Provider to the Council, the Council is entitled to deduct that money from any moneys due under this Purchase Order or any other contract between the Council and the Provider, irrespective of when such money shall have been or becomes payable or recoverable.

10. Termination

10.1 The Council may terminate this Purchase Order (in whole or part) with immediate effect by the service of written notice on the Provider in the following circumstances: If the Provider:

10.1.1 commits any material breach of any term of this Purchase Order which is irremediable;

10.1.2 repeatedly breaches any of the terms of this Purchase Order 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 of this Purchase Order;

10.1.3 wilfully neglects or refuses to carry out or to comply with any of its obligations or lawful instructions under in this Purchase Order;

10.1.4 commits a Prohibited Act (this includes any Employee or anyone acting on the Provider’s behalf (whether with or without the knowledge of the Provider);

10.1.6 undergoes a change of Control, which, in the opinion of the Council, impacts adversely and materially on the performance of this Purchase Order;

10.1.7 if there is an Insolvency Event;

10.1.8 shall act in any way which, in the opinion of the Council, brings or is likely to bring the Council into disrepute or is materially adverse to the interests of the Council (this includes anyone providing Services as part of or on behalf of the Provider);

10.1.9 this Purchase Order has been subject to a substantial modification which would have required a new procurement procedure in accordance with regulation 72(9) of the Public Contracts Regulations 2015;

10.1.10 commits an offence under the Modern Slavery Act 2015;

10.1.11 breaches any of the warranties, undertakings, representations or obligations contained this Purchase Order

10.2 For the purposes of clause 10.1.1 material breach means a breach (including an anticipatory breach):

10.2.1 that is serious in the widest sense of having a serious effect on the benefit which the Council would otherwise derive from a substantial portion of this Purchase Order; or

10.2.2 which is expressly stated to amount to a material breach within this Purchase Order, and in deciding whether any breach is material, no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.

10.3 If this Purchase Order is terminated by the Council pursuant to clause

10.1, such termination shall be at no loss or cost to the Council and the Provider hereby indemnifies the Council against all Liabilities which the Council incurs or suffers arising from or connected to the termination (including all costs or additional expenditure incurred by the Council in making other arrangements for the provision of the Services throughout the remainder of the Term).

10.4 The Council reserves the right to terminate this Purchase Order in whole or in part, at any time (without the need to give any reasons) by giving at least one calendar months’ prior notice in writing to the Provider.

10.5 The proper exercise by the Council of its right of termination under this clause shall be without prejudice to any other rights or remedies which the Council may have or be entitled to exercise against the Provider (whether under this Purchase Order or the Law) and shall be without prejudice to (and shall not affect) any right or remedy which has already accrued or subsequently accrues to the Council.

11. Consequences of termination

11.1 On termination of this Purchase Order pursuant to clause 10.1.6, 10.1.7, 10.1.9,10.4 or 29.6 the Council shall pay to the Provider sums due in respect of Services provided to the Council up to the date of such termination, provided that any such sum payable in accordance with this clause shall only be payable by the Council if it would have been payable in accordance with this Purchase Order if it had not been terminated.

11.2 If this Purchase Order is terminated early (for any reason), the Provider shall, immediately upon request, refund an appropriate proportion of any of the Price which has been paid in advance to the Provider for Services not yet provided, on a pro-rata basis, together with any part of the Price which relates to Services which have been rejected by the Council.

12. Dispute resolution procedure

12.1 If a dispute arises between the Parties in connection with this Purchase Order, the Parties shall each use reasonable endeavours to resolve such dispute by means of prompt discussion at an appropriate managerial level within 10 Business Days of written notice of dispute being served by one on the other, without recourse to legal proceedings.

12.2 If a dispute is not resolved within 10 Business Days of referral under clause 12.1 then either Party may refer it to senior representatives of each Party for resolution who shall meet for discussion within 10 Business Days or such longer period as the Parties may agree.

12.3 Provided that both Parties consent, a dispute not resolved in accordance with clauses 12.1 and 12.2, shall first be referred to mediation or other alternative dispute resolution procedure as agreed between the Parties, each acting in good faith. If the Parties are unable to agree a procedure or any aspect of a procedure they will seek assistance from the Centre of Dispute Resolution at Exchange Tower, 1 Harbour Exchange Square, London, E14 9GB. Unless otherwise agreed, the Parties will share equally the costs of mediation and the use of mediation will be without prejudice to the rights of the Parties in all respects if the mediation does not achieve an agreed resolution of the dispute within 60 (sixty) calendar days (or such longer period as the parties may agree) of the notice of dispute being served.

12.4 Unless this Purchase Order shall have already been terminated, the Provider shall in every case continue to proceed with the Services in accordance with this Purchase Order. 

13. Survival 

Any provision of this Purchase Order which expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Purchase Order (including clause 11 (Consequences of Termination), clause 14 (Liability And Insurance) clause 16 (Intellectual Property), Clause 17 (Confidentiality), clause 19 (Data Protection), clause 20 (Freedom of Information), clause 27 (Severance) and clause 34 (Law & Jurisdiction)) shall remain in full force and effect notwithstanding the termination or expiry of this Purchase Order. 

14. Liability and insurance

14.1 The Provider shall maintain insurance with a reputable insurance company or underwriters against any liability arising under this Purchase Order and in respect of all risks which may be incurred by the Provider (including, without limitation, damage, loss or injury which may occur to any property or to any person) by or arising out of or in consequence of the Provider's performance of its obligations under this Purchase Order or in carrying out this Purchase Order and the Services. The Provider shall effect and maintain insurance for a period of six (6) years from the last day of the Term in respect of in respect of all risks that may be incurred by him in the performance of this Purchase Order for at least the sum of £10,000,000 for any one claim, unlimited in any one period of insurance.

14.2 The terms of any insurance or the amount of cover shall not relieve or limit the Provider of any liabilities under this Purchase Order.

14.3 The Provider shall, if requested by the Council, within one calendar month of such request, provide certified copies of a statement of its insurance cover, copies of insurance policies, endorsements, cover notes, premium receipts and any other documents, evidencing that insurance is maintained as required under this Purchase Order, and all premiums paid. Receipt of such evidence by the Council shall not in itself constitute acceptance by the Council or relieve the Provider of any of its liabilities and obligations under this Purchase Order.

14.4 Neither Party excludes or limits liability to the other for death or personal injury caused by its negligence or for any breach of any obligations implied by section 12 of the Sale of Goods Act 1979 or any such liability which it is not permissible to exclude by Law.

14.5 The Provider shall indemnify and keep indemnified the Council fully against all Liabilities whatsoever arising out of, in respect of, or in connection with this Purchase Order including in respect of any death or personal injury, loss of or damage to property (including damage caused to property, fixtures, fittings and any other damage within and associated with property) financial loss arising from any advice given or omitted to be given by the Provider, or any other loss which is caused directly or indirectly by an act or omission of the Provider. This clause shall not apply to the extent that the Provider is able to demonstrate that such death or personal injury, or loss or damage was not caused or contributed to by its negligence or default, or the negligence or default of its Employees or by any circumstances within its or their control.

14.6 The Provider shall notify the Council as soon as possible (and in any event within 48 hours) of any incident that may lead to any claim, demand or proceedings (or that may lead to any claim under any of the insurances required under clause 14.1) and shall supply such particulars or details thereof as the Council may reasonably require.

14.7 The Provider shall fully and promptly indemnify the Council in respect of any damage whatsoever caused by any Employees (whether such damage be caused by negligence or in any other way whatsoever) to any Council Property or to any land, building or chattel in the ownership, occupation or possession of the Council (or any location at which the Services are provided) arising out of or inconsequence of the performance of this Purchase Order or the performance of the Services.

14.8 A breach of clause 14.1 by the Provider shall be deemed to be a material breach for the purposes of clause 10.1.1.

14.9 The Provider shall not take any action or fail to take any action or (insofar as is reasonably within its power) permit anything to occur in relation to it which would entitle any insurer to refuse to pay any claim under any of the insurances required under clause 14.1.

14.10 The Provider shall immediately notify the Council in writing upon the cancellation, suspension, termination or non-renewal of any of the insurances required under clause 14.1.

14.11 The provisions of this clause shall survive the expiry or termination of this Purchase Order for whatever reason.

15. Limitation of liability

15.1 Subject to clause 14.4, the Council’s total liability arising under, or in connection with, this Purchase Order, whether in tort (including negligence), breach of statutory duty, contract, misrepresentation, restitution or otherwise, shall be limited as follows:

15.1.1 for non-payment of invoices for Services purchased, to the amount unpaid; or

15.1.2 for any other type of liability, to the total amount paid for the Services under this Purchase Order.

15.2 Subject to clauses 14.4 and 15.5, the Provider’s total liability to the Council arising under, or in connection with, this Purchase Order, whether in tort (including negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise, shall be limited to one hundred and twenty five percent (125%) of the total Price.

15.3 Subject to clause 14.4 (and without prejudice to clause 11), neither Party will be liable to the other Party for:

15.3.1 any indirect, special or consequential loss or damage; or

15.3.2 any loss of profits, turnover, business opportunities or damage to goodwill (whether direct or indirect).

15.4 Subject to clause 15.2 the Council may, amongst other things, recover as a direct loss:

15.4.1 any additional operational and/or administrative costs and expenses arising from the Provider’s default or breach of this Purchase Order;

15.4.2 any wasted expenditure or charges rendered unnecessary and/or incurred by the Council arising from the Provider’s default or breach of this Purchase Order;

15.4.3 the additional cost of procuring replacement Services for the remainder of the Term (including further costs arising as a result of a need to obtain such replacement Services urgently); and

15.4.4 any anticipated savings.

15.5 Notwithstanding any other provision in this Purchase Order limiting the Provider’s liability (whether in tort (including negligence or breach of statutory duty), contractor otherwise) the Provider shall be liable for the full amount of, and shall have unlimited liability in respect of:

15.5.1 any fine or fines levied against the Parties and/or the Council as a result of the Provider’s breach of any Laws (including the data protection legislation); and

15.5.2 all Liabilities (including all costs associated with rectification or restoration of any lost personal data) suffered or incurred by the Council or which may arise, as a result of any Data Loss Event caused by the Provider’s breach of the data protection legislation, the terms of this Purchase Order or any other negligence by the Provider.

16. Intellectual property

16.1 All Intellectual Property Rights in any specifications, instructions, plans, data, drawings, databases, patents, patterns, models, designs or other material:

16.1.1 provided to the Provider by the Council shall remain the property of the Council;

16.1.2 prepared by or for the Provider specifically for the use, or intended use, in relation to the performance of this Purchase Order shall belong to the Council, subject to any exceptions expressly set out in this Purchase Order.

16.2 The Council shall be entitled to use, modify, arrange and copy all property, copyright and all other Intellectual Property Rights in the Materials developed, originated, written or prepared by the Provider (whether individually or jointly with the Council) for the purposes of this Purchase Order (the “Intellectual Property”), and the Provider hereby assign the Intellectual Property to the Council with full title guarantee.

16.3 The Provider hereby grants the Council a non-exclusive, irrevocable, perpetual, royalty free licence to use any pre-existing Intellectual Property Rights and in order to make use of the Services.

16.4 At the request of the Council the Provider shall do all such things and sign all documents or instruments reasonably necessary in the Council’s opinion to enable the Council to obtain, defend and enforce its Intellectual Property and Intellectual Property Rights in such Materials.

16.5 The Provider warrants that the Materials will (so far as they do not comprise Material originating from the Council) be original works of authorship and the use or possession by the Council will not subject the Council to any claim for infringement of any proprietary rights of any third party.

16.6 The Provider agrees to notify the Council in writing of any breach or claim of breach of any intellectual property in use for the purposes of this Purchase Order and shall indemnify the Council against any and all Liabilities which the Council may incur or suffer as a result of a breach by the Provider of the obligations and/or warranties set out in this clause.

16.7 The Provider agrees that the Council is entitled to all property, copyright and other Intellectual Property Rights in all Materials developed, originated, written, prepared or contributed to by the Council whether or not changed or developed by the Provider.

16.8 Upon the termination or expiry of this Purchase Order, the Provider shall, at the request of the Council, immediately return to the Council all Council Property and all materials, work or records held in relation to the Services, including any backup media.

17. Confidentiality

17.1 Subject to the remainder of this clause, each Party shall keep the other Party’s Confidential Information obtained under or in connection with this Purchase Order, confidential and shall not use such Confidential Information except for the purpose of performing its rights and obligations under or in connection with this Purchase Order, nor shall it disclose (directly or indirectly) the same to any third party except as expressly permitted by this clause.

17.2 The provisions of clause 17.1 shall not apply to:

17.2.1 information already in the public domain (otherwise than by any disclosure prohibited by this Purchase Order, and through no default of the Provider);

17.2.2 information which is obtained from a third party who is lawfully authorised to disclose such information without any obligation of confidentiality;

17.2.3 any information which a Party is required to disclose by judicial, administrative, governmental or regulatory process in connection with any action, suit, proceedings or claim or otherwise by applicable Law, (including the FOIA or the EIR), provided always that the Provider shall notify the Council in writing prior to making any such disclosure and shall provide such information relating to its circumstances as the Council shall reasonably require and shall take such steps as the Council may reasonably require);

17.2.4 information which the Party can demonstrate was already lawfully in its possession prior to receipt from the other Party (as evidenced by its or its professional advisers’ written records) and which was not acquired directly or indirectly from the other Party to whom it relates;

17.2.5 information which is disclosed by the Council on a confidential basis to any central government or regulatory body; or

17.2.6 information which the other Party confirms in writing is not required to be treated as Confidential Information.

17.3 A Party may disclose the other Party's Confidential information to those of its employees, officers, representatives and advisors (and in the case of the Council, including any third parties providing services to or acting on behalf of the Council in relation to the Services or this Purchase Order) (“Representatives”) who need to know such Confidential Information for the purposes of performing or advising on the Party's obligations under this Purchase Order, provided that:

17.3.1 it informs such Representatives of the confidential nature of the Confidential Information before disclosure;

17.3.2 it procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with the obligations set out in this clause as if they were a party to this Purchase Order; and

17.3.3 at all times, it is liable for the failure of any Representatives to comply with the obligations set out in this clause.

17.4 To the extent that the Confidential Information consists of personal data, this clause shall be subject to the provisions of clause 19.

17.5 Any breach of this clause by the Provider shall be deemed to be a material breach for the purposes of clause 10.1.1.

17.6 The provisions of this clause shall continue in perpetuity.

18. Publicity and statements 

18.1 The Provider will not use any corporate logos of the Council nor refer to the Councilor this Purchase Order or the Services, directly or indirectly, in connection with any product, promotion or publication, without the prior written consent of the Council. For the avoidance of doubt, the restriction contained in this clause shall apply equally to any references to the Council in any form or medium.

18.2 The Provider shall not at any time, whether during the Term or thereafter, make any public statement in relation to the Council or its businesses, affairs, customers, members, officers, suppliers or clients unless authorised by the Council and shall not, after this Purchase Order has been terminated or expired, wrongfully represent themselves as being engaged by or connected to the Council. 

19. Data protection

19.1 The Provider shall (and shall procure that any of its Employees involved in connection with the activities under this Purchase Order shall) comply with any notification requirements under Data Protection Legislation and all applicable Laws about the processing of personal data and privacy and any relevant national implementing Laws and regulatory requirements, as amended from time to time, to which the Council and the Provider are subject, and any related guidance or codes of practice issued by the relevant supervisory authorities). Both Parties shall duly observe all their obligations under Data Protection Legislation, which arise in connection with this Purchase Order.

19.2 The Parties agree to take account of any guidance issued by the Information Commissioner’s Officer (“ICO”). The Council may on not less than 30 (thirty) Business Days’ notice to the Provider amend this Purchase Order to ensure that it complies with any guidance issued by the ICO. 

19.3 The provisions of this clause shall apply notwithstanding any other term of this Purchase Order in relation to the processing of personal data and in the event of any conflict between the terms of this clause and the remaining terms of this Purchase Order in relation to the processing of personal data, the terms of this clause shall prevail.

19.4 A breach of this clause, by the Provider, shall be deemed to be a material breach for the purposes of clause 10.1.1.

20. Freedom of information

20.1 Not withstanding anything to the contrary contained or implied in any documents or negotiations leading to the formation of this Purchase Order, the Provider acknowledges that the Council is subject to the requirements of the FOIA, Transparency Requirements and the EIR and that:

20.1.1 the Council shall be entitled to publish and/or release any and all terms or conditions of this Purchase Order, the contents of any documents and/or information relating to the formation of this Purchase Order or any other documentation and/or information, under the provisions of the FOIA, Transparency Requirements or the EIR as it sees fit; and

20.1.2 nothing contained in this Purchase Order shall prevent the Council from disclosing and/or publishing under the FOIA, Transparency Requirements or the EIR any term or condition or information contained in or relating to the formation of this Purchase Order.

20.2 The Provider shall assist and co-operate with the Council to enable the Council to comply with its information disclosure requirements and shall:

20.2.1 transfer any request for information it receives to the Council as soon as practicable after receipt, and in any event within 2 (two) Business Days of receiving it;

20.2.2 provide the Council with a copy of all information, documentation and data in its possession or power in the form that the Council requires within 5 Business Days (or such other period as the Council may specify) of the Council’s request; and

20.2.3 provide all necessary assistance as reasonably requested by the Council to enable the Council to respond to a request for information within the time for compliance set out in the FOIA, Transparency Requirements and EIR.

20.3 The Council shall be responsible for determining at its absolute discretion whether any information is commercially sensitive and/or any whether it is exempt from disclosure in accordance with the FOIA, Transparency Requirements or EIR or whether it is to be disclosed.

20.4 In no event shall the Provider respond directly to a request for information unless expressly authorised to do so by the Council. 

20.5 The Provider acknowledges that the Council may, acting in accordance with the Secretary of State for Constitutional Affairs' Code of Practice on the discharge of public authorities' functions under Part 1 of FOIA (issued under section 45 of the FOIA, November 2004) (the “Code”), be obliged under the FOIA, Transparency Requirements or the EIR to disclose Information:

20.5.1 without consulting the Provider; or 20.5.2 following consultation with the Provider and having taken its views into account, provided always that where the Code applies, the Council shall 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, in accordance with any recommendations of the Code.

20.6 Without prejudice to the generality of the above provisions, the Provider, in particular acknowledges, that the Council is required under the Transparency Requirements to publish details of this Purchase Order (and its award).

20.7 The Provider shall ensure that all information produced in the course of or relating to this Purchase Order is retained for disclosure and shall permit the Council to inspect such records as requested from time to time. 

21. Health and safety

21.1 The Provider shall perform its obligations under this Purchase Order (including those in relation to the Services) in accordance with:

21.1.1 all applicable Laws regarding health and safety; and

21.1.2 all health and safety policies of the Council, the safe systems of work, risk assessments in place, and the lawful requirements of the Council’s health and safety adviser, whilst at premises owned or occupied by or on behalf of the Council (or any location where Services are to be provided).

21.2 The Provider shall notify the Council as soon as practicable of any health and safety incidents or material health and safety hazards at any premises owned or occupied by or on behalf of the Council of which it becomes aware and which relate to or arise in connection with the performance of this Purchase Order or the Services. The Provider shall instruct the Employees to adopt any necessary associated safety measures in order to manage any such material health and safety hazards.

21.3 The Provider shall:

21.3.1 in the performance of the Services adopt safe systems of work to protect the health, safety and welfare of those affected by their work activities (which shall be no less effective than any relevant safe systems of the Council's from time to time);

21.3.2 review their safe systems of work and risk assessments in relation to the Services, as often as may be necessary and in the light of changing Laws, changing working practices, the introduction of new plant and technology etc. (and shall notify the Council in writing of all such revisions to his health and safety documentation upon request);

21.3.3 keep all areas where Employees are carrying out Services in a safe condition, so far as the matters are under their control;

21.3.4 comply with the requirements of the Council and any other competent statutory authority with respect to securing and maintaining the health, safety and convenience of the public or other persons, in relation to the Services;

21.4 The Council may suspend the provision of the Services or part thereof (without payment during such suspension), by written notice with immediate effect, in the event of non-compliance by the Provider with the provisions of this clause or with their duties under the Law for health, safety and welfare matters. In the event of such suspension, provision of the Services by the Provider (and payment of the Price) shall not resume until the Council is satisfied that the non-compliance has been rectified (which the Council will notify the Provider of in writing). The Provider shall bear all costs and Liabilities associated with any suspension and resumption of the Services and shall indemnify the Council in respect of the same (including the costs incurred by the Council in organising replacement Services during such suspension). 

22. Corporate requirement

22.1 In the performance of this Purchase Order and the Services, the Provider shall comply with all terms of the HRA as if it were a public body and shall undertake, or refrain from undertaking, such acts as the Council requests, so as to enable the Council to comply with its obligations under the HRA.

22.2 In performing its obligations under this Purchase Order, the Provider shall:

22.2.1 comply with all applicable Data Protection Legislation, anti-slavery and human trafficking Laws, including the Modern Slavery Act 2015;

22.2.2 not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK;

22.2.3 ensure that all Sub-contracts include anti-slavery, Data Protection Legislation and human trafficking provisions that are at least as onerous as those set out in this Purchase Order and ensure that all Sub-contractors and suppliers shall comply with all applicable anti-slavery, Data Protection Legislation and human trafficking Laws, including the Modern Slavery Act 2015; and

22.2.4 implement due diligence procedures for Sub-contractors and other participants in its supply chains, to ensure that there is no slavery or human trafficking in its supply chains.

22.3 In providing the Services and performing its obligations under this Purchase Order the Provider shall comply with all relevant Council policies and rules.

22.4 In providing the Services and performing its obligations under this Purchase Order, the Provider shall at all times comply with the Equality Act 2010 and shall not unlawfully discriminate within the meaning and scope of any Law relating to discrimination (whether age, race, gender, religion, disability, sexual orientation or otherwise), and shall cooperate with the Council (as the Council may reasonably request) so as to enable the Council to comply with its obligations under the Equality Act 2010 and to seek to eliminate unlawful discrimination and promote equality of opportunity.

22.5 The Provider shall comply with all applicable Laws relating to the Employees, however employed, including:

22.5.1 the compliance in Law of the ability of the Employees to work in the United Kingdom; and

22.5.2 ensuring that all staff employed or workers contracted in relation to the performance of and/or delivery of the Services or Agreement, who are based in or posted to the United Kingdom, are paid at rates no less favourable than those laid down by the National Minimum Wage Act 1998 and the National Minimum Wage Regulations 2015.

22.6 If the Provider has a finding against it, is subject to any investigation or has any proceedings brought against it, relating to its obligations under clause 22.2, 22.4 or 22.5 in connection with this Purchase Order, it shall: 

 22.6.1 provide any information requested by the investigating body, court or tribunal in the timescale allotted;

22.6.2 attend (and shall permit a representative from the Council to attend) any associated meetings;

22.6.3 promptly allow access to any relevant documents and information; and

22.6.4 co-operate fully and promptly with the investigatory body, court or tribunal.

22.7 In providing the Services and performing its obligations under this Purchase Order, the Provider shall at all times during the Term:

22.7.1 continuously improve the environmental efficiency of the Services and their impact on the environment and climate change (including delivery, transport, packaging, disposal of products, waste minimisation, energy and water management, resource efficiency, embodied carbon);

22.7.2 if requested by the Council, provide reports (but no more frequently than quarterly)setting out such information as the Council may require in relation to the environmental efficiency and impact on climate change of the Services, and ways in which the Provider proposes to improve the same pursuant to clause 22.7.1,above;

22.7.3 comply with all environmental Laws (including the Climate Change Act 2008 and the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013); and

22.7.4 if requested by the Council, provide such evidence as the Council requires to demonstrate that it has complied with the obligations in this clause.

22.8 In providing the Services and performing its obligations under this Purchase Order, the Provider shall at all times:

22.8.1 assist the Council in complying with any obligations the Council may have under the Counter-Terrorism and Security Act 2015 (CTSA) so far as they relate to this Purchase Order or the Services;

22.8.2 have regard to any statutory guidance issued under section 29 of CTSA and make appropriate referrals (to appropriate agencies) if the Provider identifies or suspects that someone may be engaged in terrorist related activity; and 22.8.4 ensure that the Employees:

(a) understand what radicalisation means and why people may be vulnerable to being drawn into terrorism;

(b) are aware of extremism and the relationship between extremism and terrorism;

(c) know what measures are available to prevent people from becoming drawn into terrorism and how to challenge the extreme ideology that can be associated with it; and

(d) obtain support for people who may be exploited by radicalising influences.

22.9 The Provider shall ensure that any Sub-contract contains provisions which place obligations on the Sub-contractor matching those set out in this clause.

23. Law and change in law

23.1 The Provider shall comply at all times with the Law in its performance of this Purchase Order.

23.2 On the occurrence of a Change in Law which has a direct effect upon this Purchase Order, the Parties shall meet within 10 Business Days of one Party notifying the other of the Change in Law, to consult and seek to agree the effect of the Change in Law and any change to this Purchase Order requested by either Party as a result (following the principle that this clause is not intended to create an artificial cushion from market forces for the Provider).

23.3 Any agreed change to this Purchase Order as a result of a request under clause 23.2 shall be confirmed in writing and signed by both Parties in compliance with clause 24. For the avoidance of doubt nothing in this Purchase Order is intended to allow the Provider double recovery of any increase in costs. 

24. Variation

No variation or modification to this Purchase Order is valid unless it is in writing and signed by the Council and the Provider.

25. Third party rights 

25.1 Except any Replacement Provider, a person who is not a party to this Purchase Order shall not have any right to enforce any term of this Purchase Order, which expressly or by implication, confers a benefit on him, without the prior consent inwriting of both Parties and nothing in this Purchase Order shall create any rights for third parties under the Contracts (Rights of Third Parties) Act 1999. No variation or supplemental or ancillary agreement to this Purchase Order shall create any such rights unless expressly so stated in any such variation or agreement. This clause does not affect any right or remedy of a third party which exists or is available otherwise than from the Contracts (Rights of Third Parties) Act 1999.

25.2 The rights of the Parties to terminate, rescind, waiver, vary or enter into a settlement under this Purchase Order (or take any other action under this Purchase Order) are not, by virtue of clause 25.1 or otherwise, subject to the consent of any other person.

26. No waiver

26.1 Failure by either Party at any time to enforce any one or more of the provisions of this Purchase Order or to require performance by the other Party of any of the provisions shall not constitute or be construed as a waiver of the provision or of the right at any time subsequently to enforce all terms and conditions of this Purchase Order nor affect the validity of this Purchase Order or any part of it or the right of the Parties to enforce any provision in accordance with its terms.

26.2 No waiver of any of the provisions of this Purchase Order shall be effective unless it is expressed to be a waiver in writing and effectively communicated and accepted by both Parties.

27. Severance 

If any provision of this Purchase Order shall become or shall be declared by any court of competent jurisdiction to be invalid or unenforceable in any way, such invalidity shall not impair or affect any other provision all of which shall remain in full force and effect.

28. Assignment, sub-contracting and responsibility

28.1 The Provider shall not assign, sub-contract (including changing sub-contractor) novate or otherwise deal with, this Purchase Order or any part thereof without the prior written consent of the Council. Sub-contracting any part of this Purchase Order shall not relieve the Provider of any obligation or duty attributable to the Provider under this Purchase Order.

28.2 The Provider shall remain responsible and liable for the acts and omissions of any other members of a consortium arrangement, Sub-contractors, servants, agents and Employees as though they were its own.

28.3 Without prejudice to clause 28.1, the Provider shall ensure that any Sub-contracts contain provisions that invoices raised by the Sub-contractor under such Subcontract are to be considered and verified by the counter-party of that Subcontracts in a timely manner and paid by the counter-party of that Sub-contract no later than 30 calendar days from the date on which that the invoice is determined valid and undisputed.

28.4 In the event that the Council novates, assigns, transfers, charges, mortgages, subcontracts, delegates or deals in any other manner with all or any of its rights under this Purchase Order the Provider shall continue to provide the Services as agreed under this Purchase Order, at no additional cost in so far as no additional obligations are placed upon the Provider in performing the Services.

29. Force majeure

29.1 Neither party shall be in breach of this Purchase Order or otherwise liable for failure or delay to perform its obligations under this Purchase Order, to the extent such failure or delay results from Force Majeure (subject to, and provided the affected Party has complied with, the provisions of this clause). Notwithstanding thefore going, in the event of Force Majeure, the affected Party shall use all reasonable endeavours to continue to perform its obligations under this Purchase Order and to mitigate the effect of the Force Majeure event on the performance of its obligations.

29.2 If the Provider fails or delays in performing its obligations under this Purchase Order as a result of Force Majeure, the corresponding obligations (including payment of the Price) of the Council will be suspended, and it’s time for performance of such obligations extended, to the same extent as the Provider.

29.3 Industrial action by, or illness or shortage of the Employees, failure or delay by any of the Provider’s suppliers to supply goods, components, services or materials and breach of the Provider’s warranties under this Purchase Order shall not be regarded as an event of Force Majeure.

29.4 The Provider acknowledges and agrees that the occurrence of Brexit shall not be deemed to be a Force Majeure event for the purposes of this Purchase Order and shall not be subject to the provisions of this clause 29.

29.5 If the Council or the delivery location is affected by circumstance of Force Majeure, the Council shall be entitled to, totally or partially, suspend the date or dates for delivery of the Services until the circumstances of the Force Majeure have ceased. The suspension shall not give rise to any claim by the Provider against the Council nor entitle the Provider to terminate this Purchase Order.

29.6 If either Party becomes aware of circumstances of Force Majeure which give rise to or which are likely to give rise to any such failure or delay on its part it shall notify the other Party in writing as soon as reasonably possible (and in any event within 3 (three) Business Days of the commencement of the Force Majeure event) and shall estimate the period such failure or delay shall continue.

29.7 If the event of Force Majeure prevents the Council and/or the Provider from performing its obligations under this Purchase Order for more than 2 (two) consecutive calendar months either Party may give written notice to the other to terminate this Purchase Order immediately or on a set termination date.

29.8 As soon as is reasonably practicable (and in any event within 5 Business Days) after the cessation of the Force Majeure event, the affected Party shall notify the other Party in writing of the cessation of the Force Majeure event and shall resume performance of the effected obligations under this Purchase Order.

29.9 If this Purchase Order is terminated in accordance with clause 29.6 neither Party will have any liability to the other except that any rights and liabilities which accrued prior to termination will continue to exist. 

30. Prevention of bribery

30.1 The Provider:

30.1.1 shall not, and shall procure that any Employees shall not, in connection with this Purchase Order, commit a Prohibited Act; and 30.1.2 warrants, represents and undertakes that it is not aware of any financial or other advantage being given to any person working for or engaged by the Council, or that an agreement has been reached to that effect, in connection with the execution of this Purchase Order, excluding any arrangement of which full details have been disclosed in writing to the Council before execution of this Purchase Order.

30.2 The Provider shall, if requested, provide the Council with any reasonable assistance, at the Council's reasonable cost, to enable the Council to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with the Bribery Act 2010 in relation to this Purchase Order or the Services.

30.3 The Provider shall have an anti-bribery policy (which shall be disclosed to the Council) to prevent any Employees from committing a Prohibited Act and shall enforce it where appropriate.

30.4 If any breach of this clause is suspected or known, the Provider must notify the Council immediately. If the Provider notifies the Council that it suspects or knows that there may be a breach of clause 30, the Provider must respond promptly to the Council's enquiries, co-operate with any investigation, and allow the Council to audit books, records and any other relevant documentation.

30.5 The Council may terminate this Purchase Order in accordance with clause 10.1.5 if the Provider or any Employees (in all cases whether or not acting with the Provider's knowledge) commit a Prohibited Act or breach any obligations contained in this clause.

30.6 Despite clause 12 (Dispute Resolution), any dispute relating to:

30.6.1 the interpretation of this clause; or

30.6.2 the amount or value of any gift, consideration or commission, shall be determined by the Council and its decision shall be final and conclusive.

30.7 Any termination under clause 30.5 will be without prejudice to any right or remedy which has already accrued or subsequently accrues to the Council. 

31. Cost and expenses

Each of the Parties will pay their own costs and expenses incurred in connection with the negotiation, preparation, execution, completion and implementation of this Purchase Order. 

32. No agency or partnership

Nothing contained in this Purchase Order, and no action taken by the Parties pursuant to this Purchase Order, will be deemed to constitute a relationship between the Parties of partnership, joint venture, principal and agent or employer and employee. Neither Party has, nor may it represent that it has, any authority to act or make any commitments on the other Party’s behalf.

33. Inspection of provider's premises

The Provider shall permit the Council to make any inspections or tests which may reasonably be required in respect of the Provider’s premises in relation to this Purchase Order or the provision of the Services.

34. Law and jurisdiction

This Purchase Order shall be governed by the laws of England and shall be subject to the exclusive jurisdiction of the English courts.