LEAD PROVIDER FRAMEWORK CALL OFF TERMS AND CONDITIONS

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1 LEAD PROVIDER FRAMEWORK CALL OFF TERMS AND CONDITIONS 1

2 LEAD PROVIDER FRAMEWORK - CALL OFF TERMS AND CONDITIONS - SUMMARY Where an Order Form is issued by the Authority that refers to the Framework Agreement, then the Contract is made between the Authority and the Suppliers on the date of that Order Form (which in accordance with the Ordering Procedure is the date on which the Order Form is signed by the Authority following signature by the Suppliers). The Contract is subject to the terms set out in the schedules of these Call-Off Terms and Conditions listed below ( Schedules ). The Authority and the Suppliers undertake to comply with the provisions of the Schedules in the performance of the Contract. The Suppliers shall supply to the Authority, and the Authority shall receive and pay for, the Services on the terms of the Contract. For the avoidance of doubt, any actions or work undertaken by the Suppliers prior to the Commencement Date of the Order Form covering the relevant Services shall be undertaken at the Suppliers risk and expense and the Suppliers shall only be entitled to invoice for Services covered by a valid Order Form. The Definitions in Schedule 4 of these Call-Off Terms and Conditions apply to the use of all capitalised terms in the Contract. Schedules Schedule 1 of these Call- Off Terms and Conditions Schedule 2 of these Call- Off Terms and Conditions Schedule 3 of these Call- Off Terms and Conditions Schedule 4 of these Call- Off Terms and Conditions Schedule 5 of these Call- Off Terms and Conditions Schedule 6 of these Call- Off Terms and Conditions Key Provisions General Terms and Conditions Information Governance Provisions Definitions and Interpretations Blank order form Transferring Assets, Assumed Contracts and Leases 2

3 Schedule 1 of these Call-Off terms and Conditions Key Provisions 1 Application of the Key Provisions 2 Term 1.1 The standard Key Provisions at Clauses 1 to 9 of this Schedule 1 of these Call-Off Terms and Conditions shall apply to this Contract. 1.2 Extra Key Provisions shall only apply to this Contract where such provisions are set out as part of the Order Form. 2.1 This Contract commences on the Commencement Date. 2.2 The Term of this Contract shall be as set out in the Order Form. 2.3 The Term may be extended in accordance with Clause 15.2 of Schedule 2 of these Call-Off Terms and Conditions provided that the duration of this Contract shall be no longer than any maximum duration applicable to the Contract as specified by Clause 15.2 of Schedule 2 of these Call-Off Terms and Conditions and by the Framework Agreement. 2.4 Within six (6) Months of the Commencement Date the Parties shall develop and agree an exit plan which shall ensure continuity of the Services on expiry or earlier termination of this Contract. The exit plan must be consistent with the provisions of this Contract, including but not limited to the provisions set out at Clause 16 (Consequences of expiry or earlier termination of this Contract). The Suppliers shall provide the Authority with the first draft of an exit plan within four (4) Months of the Commencement Date. The Parties shall review and, as appropriate, update the exit plan on each anniversary of the Commencement Date of this Contract. The Suppliers shall at any point during the Term provide the Authority with a written copy of their then current exit plan within five (5) Business Days of a request by the Authority for them to do so. 3 Contract Managers 3.1 The Contract Managers at the commencement of this Contract shall be as set out in the Order Form or as otherwise agreed between the Parties in writing. 3

4 4 Names and addresses for notices 4.1 Unless otherwise agreed by the Parties in writing, notices served under this Contract are to be delivered to such persons at such addresses as referred to in the Order Form. 5 Management levels for dispute resolution 5.1 Unless otherwise agreed by the Parties in writing, the management levels at which a dispute will be dealt with are as follows: Level Authority representative Suppliers representative(s) 1 Contract Manager Contract Manager 2 Assistant Director or equivalent Assistant Director or equivalent 3 Director or equivalent Director or equivalent 6 Order of precedence 6.1 Subject always to Clause 1.18 of Schedule 4 of these Call-Off Terms and Conditions, should there be a conflict between any other parts of this Contract the order of priority for construction purposes shall be: the Order Form (Other than Annexes to the Order Form) the applicable provisions of the Framework Agreement other than the Specification and Call-Off ITT; the provisions on page 2 of these Call-Off Terms and Conditions for the Provision of Services (Summary); Schedule 4 of these Call-Off Terms and Conditions: Definitions and Interpretations Schedule 1 of these Call-Off Terms and Conditions: Key Provisions; Annex 2 of the Order Form - Extra Key Provisions Annex 1 of the Order Form - the Specification 4

5 7 Workforce and Pensions Schedule 2 of these Call-Off Terms and Conditions: General Terms and Conditions; Schedule 3 of these Call-Off Terms and Conditions: Information Governance Provisions; Annex 3 of the Order Form - the Contract Price and Payment Terms; Schedule 6 of these Call-Off Terms and Conditions; and Schedule 5 of these Call-Off Terms and Conditions. 7.1 NOT USED 7.2 The Authority and the Suppliers intend and acknowledge that the transfer of the Services on the Staff Transfer Date, with respect to the Transferring Employees, constitutes a Relevant Transfer and agree that as a consequence of that Relevant Transfer, the contracts of employment made between the Outgoing Supplier and the Transferring Employees shall have effect from and after the Staff Transfer Date, as if originally made between the Suppliers and the Transferring Employees. 7.3 Notwithstanding the acknowledgement and agreement in Clause 7.2, the transfer of the Services on the Staff Transfer Date, with respect to the Transferring Employees, shall be governed by the provisions of the Cabinet Office Statement, the Cabinet Office Principles of Good Employment Practice, and Fair Deal for Staff Pensions: Staff Transfer from Central Government (October 2013 and as subsequently amended). 7.4 Notwithstanding the acknowledgement and agreement in Clause 7.2 and in recognition of the possibility that the transaction contemplated by this Contract may be determined not to be a Relevant Transfer by a Court or Tribunal, the Suppliers shall with effect from the Staff Transfer Date, offer employment to each Transferring Employee on like terms to the terms on which they would have become employed by the Suppliers had there been a Relevant Transfer or, to the extent that it is not reasonably practicable to do so in respect of any such term, on terms which are not in such respect materially to the detriment of each Transferring Employee. 7.5 The Suppliers shall treat the period of continuous service of each Transferring Employee with the Outgoing Supplier up to the Staff Transfer Date as continuous with such Transferring Employee s service with the Suppliers with effect from the Staff Transfer Date. 5

6 Information and Consultation 7.6 The Parties acknowledge that the Authority has supplied the Employee Liability Information relating only to the Transferring Authority Employees to the Suppliers on or before the Staff Transfer Date. 7.7 The Authority shall deliver promptly on the Staff Transfer Date any outstanding copies of all those records relating to the Transferring Authority Employees which are revealed to be in its possession custody or control on the Staff Transfer Date after having conducted a reasonable search for the same, including without limitation copies of all records relating to capability, conduct, health, appraisals and any other records relating to training and qualifications where relevant. Apportionments and Payments 7.8 The Authority shall be responsible for all emoluments and outgoings in respect of the Transferring Authority Employees (including, without limitation all wages, bonuses, commission, PAYE, National Insurance contributions and pension contributions) which are attributable to the period up to the Staff Transfer Date and will indemnify the Suppliers against all Employment Liabilities incurred or sustained by the Suppliers in respect of the same. 7.9 The Suppliers shall be responsible for all emoluments and outgoings in respect of the Transferring Employees (including without limitation all wages, bonuses, commission, PAYE, National Insurance contributions and pension contributions) which are attributable to the period from and including the Staff Transfer Date until the termination of the Contract for any reason and will indemnify the Outgoing Supplier and/or any Successor against all Employment Liabilities incurred or sustained by the Outgoing Supplier or Successor in respect of the same. Indemnities and Warranties 7.10 The Suppliers shall indemnify and hold harmless the Authority and/or any Successor from and against all Employment Liabilities incurred or sustained by the Authority or any Successor in connection with or as a result of any claim or demand by any Transferring Employee or any Subsequent Transferring Employee arising from or concerning their employment by the Suppliers or its termination in respect of the period from and including the Staff Transfer Date until the Contract is terminated for any reason The Authority shall indemnify and hold harmless the Suppliers from and against all Employment Liabilities of the Suppliers incurred or sustained by the Suppliers in connection with or as a result of any claim or demand by any Transferring Authority Employee arising from or concerning their employment by the Authority or its termination (including, for the avoidance of doubt, any 6

7 claims under the Equal Pay Act 1970, the Equal Pay Directive or the Equality Act 2010) in respect of the period up to the Staff Transfer Date. The indemnity under this Clause 7.11 will not apply in relation to any claims or Employment Liabilities arising in connection with or as a result of any claims brought by an individual who is not a Transferring Authority Employee nor in respect of costs incurred in respect of payments made (including salary) by the Authority to any individual who is not a Transferring Authority Employee The Authority shall be liable for and shall indemnify the Suppliers in respect of any costs and Employment Liabilities which may be incurred by the Suppliers arising from the employment or termination of employment of any employee or worker of the Authority (including but not limited to staff engaged on fixed term, temporary or locum contracts) other than a Transferring Authority Employee who is found or alleged to transfer to the Suppliers pursuant to TUPE provided that the Suppliers take all reasonable steps to minimise such Employment Liabilities and costs including using their reasonable endeavours to offer any such person suitable alternative employment (on like terms to the terms on which they would have been employed had TUPE applied or, to the extent that is not reasonably practicable to honour any such term, on terms which are not in such a respect materially to the detriment of the any such employee) with the Suppliers and provided that the employee has not unreasonably refused such employment The Authority shall indemnify and hold harmless the Suppliers from and against all Employment Liabilities of the Suppliers arising from any failure by the Authority to comply with its obligations under Regulations 13 and 14 of TUPE, or any award of compensation under Regulation 15 of TUPE, save where such failure arises from the failure of the Suppliers to comply with their duties under Regulation 13 of TUPE The Authority shall indemnify and hold harmless the Suppliers from and against all Employment Liabilities arising from any claim (including any individual entitlement of a Transferring Authority Employee under or consequent on such a claim) by any trade union or other body or persons representing the Transferring Authority Employees (or other employees of the Authority) arising from, or connected with, any failure by the Authority to comply with any legal obligation to such trade union, body or person The Suppliers shall indemnify and hold harmless the Authority and the Outgoing Supplier from and against all Employment Liabilities arising from any failure by the Suppliers to comply with their obligations under Regulation 13 of TUPE The Suppliers shall indemnify and hold harmless the Authority and the Outgoing Supplier from and against all Employment Liabilities arising from any claim (including any individual entitlement of a Transferring Employee under or consequent on such a claim) by any trade union or other body or 7

8 person representing the Transferring Employees arising from or connected with any failure by the Suppliers to comply with any legal obligation to such trade union, body or person The Suppliers shall indemnify and hold harmless the Authority and the Outgoing Supplier from and against all Employment Liabilities arising from any change or proposed change in the terms and conditions of employment or working conditions of the Transferring Employees on or after their transfer to the Suppliers on the Staff Transfer Date, or to the terms and conditions of employment or working conditions of any person who would have been a Transferring Employee but for their resignation or decision to treat their employment as terminated under Regulation 4(9) of TUPE on or before the Staff Transfer Date as a result of any such changes The Authority shall indemnify and hold harmless the Suppliers or shall procure that any Successor shall indemnify and hold harmless the Suppliers from and against all Employment Liabilities, including any award of compensation under Regulation 15 of TUPE, arising from any failure by the Authority or any Successor (as appropriate) to comply with its obligations under Regulations 13 and 14 of TUPE in relation to the Potential Subsequent Transferring Employees The Authority warrants that: the professional registrations of all Transferring Authority Employees are current and up to date; it has undertaken Disclosure and Barring Scheme ( DBS ) checks in accordance with DBS guidelines in respect of all Transferring Authority Employees and all relevant preemployment checks have been carried out and kept up-todate including to ensure that all Transferring Authority Employees remain entitled to work in the UK; all the Transferring Authority Employees have leave to enter and remain in the United Kingdom and are entitled to work in the United Kingdom under the Immigration and Asylum Act 1996; other than as notified to the Suppliers in writing under the due diligence process, no Transferring Authority Employee has been dismissed or resigned within the period of 6 months prior to the Staff Transfer Date; other than as notified to the Suppliers in writing under the due diligence process, the Authority has not made any offer of employment or engagement to work wholly or mainly in 8

9 the performance of the Services where the employment or engagement has not yet started (except to any of the Transferring Authority Employees); the Transferring Authority Employees are all employed by the Authority and are assigned wholly or mainly to the Services; the Employment Liability Information in respect of the Transferring Authority Employees is fully accurate, complete and up to date to the best of the Authority s knowledge and belief as at the Staff Transfer Date; it shall notify forthwith the Suppliers in writing of any change to the Employee Liability Information relating to Transferring Authority Employees between the date on which the Employee Liability Information is provided and the Staff Transfer Date and that there are no material terms and conditions of employment relating to any Transferring Authority Employee omitted from the Employee Liability Information; it has complied with its obligations under Regulations 11, 13 and 14 of the TUPE Regulations during the period prior to the Staff Transfer Date; other than as notified in writing to the Suppliers under the due diligence process, there are no Transferring Authority Employees employed on terms and conditions other than Agenda for Change; it has reached agreement with the relevant trade unions regarding the key policies and procedures which it is agreed will transfer for use by Transferring Authority Employees after the Staff Transfer Date and provided the relevant information to the Suppliers; and it has used its reasonable endeavours to maintain accurate and up to date personnel records for the Transferring Authority Employees, including without limitation details of terms and conditions of employment, salary and additional pay details holidays, absence records, statutory and mandatory training, professional registration, payments of statutory and contractual sick pay, statutory and nonstatutory maternity pay, disciplinary, grievance and health and safety matters, income tax and social security contributions. The Authority shall use its reasonable 9

10 7.20 The Suppliers warrant that endeavours to ensure the data quality of the Electronic Staff Records which transfer to the Suppliers they have complied with their obligations under Regulation 13 of the TUPE Regulations during the period prior to the Staff Transfer Date; they will retain the Employee Liability Information and the information contained within Schedule 7 safely and securely having regard to the provisions of Data Protection Legislation; they will allow the Authority and the Outgoing Supplier reasonable access to the Employee Liability Information for the purpose of investigating, defending, settling or otherwise dealing with any complaint, claim, grievance, inquiry or concern of any Transferring Employee; and they will use their best endeavours to obtain the consent of the Supplier s Personnel and any Subsequent Transferring Employees to disclose to any potential or actual Successor and to the Authority any Employee Liability Information and utilise any other exemption or provision within the Data Protection Legislation which would allow such disclosure Both the Suppliers and the Authority warrant that they shall comply with the Information Commissioner's Data Protection Good Practice Note Disclosure of Employee Information under TUPE. Claims / Disputes 7.22 Other than those which have been disclosed to the Suppliers, there are no current claims, disputes, trade disputes or industrial action of any type against the Authority by any Transferring Authority Employee or any representative of a Transferring Authority Employee and the Authority has not received any notification (whether verbal or written) threatening any such claim, disputes, trade disputes or industrial action Other than those which have been disclosed to the Suppliers, the Authority is not engaged or involved in any dispute, claim or legal proceedings (whether arising under contract, common law, statute or in equity) with any Transferring Authority Employee. Pensions 10

11 7.24 The Suppliers shall comply with Fair Deal for staff pensions: staff transfer from central government (October 2013), as amended from time to time The Suppliers shall procure that on and from the Staff Transfer Date any Transferring Employees who are immediately prior to the Staff Transfer Date entitled to be members of the NHS Pension Scheme are afforded membership or access to membership of the NHS Pension Scheme on the same terms to which they were entitled immediately prior to the Staff Transfer Date To the extent that there are any Transferring Employees who are eligible for membership of the NHS Pension Scheme, but are not members immediately prior to the Staff Transfer Date, the Suppliers shall procure that such employees are offered on or after the Staff Transfer Date membership of the NHS Pension Scheme and shall bear the cost of any actuarial assessment required in order to assess the employer's contribution rate in respect of any Transferring Employee who elects to join the NHS Pension Scheme on or after the Staff Transfer Date The Suppliers shall be responsible on and from the Staff Transfer Date for all employer contributions payable to the NHS Pension Scheme in respect of the Transferring Employees who are from time to time members of the NHS Pension Scheme and any other sum due to or requested by the NHS Pension Scheme in respect of such Transferring Employees The Suppliers shall expressly state to the Transferring Employees that they shall continue to have access to membership of the NHS Pension Scheme for as long as they continue to be engaged in the Suppliers' provision of the Services and this statement shall have contractual effect as between the Transferring Employees and the Suppliers and any subcontractor The Suppliers shall comply with the terms of any pension direction from the NHS Business Services Authority (or other applicable authority) The Suppliers shall: maintain such documents and information as will be reasonably required to manage the pensions rights of and aspects of any transfer of any person engaged or employed by the Suppliers or any subcontractor in the provision of the Services on the expiry or termination of this Contract (including without limitation identification of the Transferring Employees or Subsequent Transferring Employees); promptly provide to the Authority such documents and information mentioned in Clause which the Authority 11

12 may reasonably request in advance of the expiry or termination of this Agreement; and fully cooperate with the reasonable requests of the Authority relating to any administrative tasks necessary to deal with the pension rights of and aspects of any onward transfer of any person engaged or employed by the Suppliers or any subcontractor in the provision of the Services on expiry or termination of the Agreement The Suppliers shall comply with any request or requirement of the NHS Business Services Authority (or other authority) which facilitates or maintains the access of the Transferring Employees to membership of the NHS Pension Scheme including: compliance with the NHS Pension Scheme rules as amended from time to time; entry into any participation agreement; obtaining a pension direction; payment of employer contribution rates, as amended from time to time; payment of any fee, guarantee or other sum; agreement to any indemnity or to procure any bond; payment of any penalty, late payment interest, other sum or demand due to the default of the Suppliers or breach by the Suppliers of any participation agreement or condition of the pension direction The Authority may deduct from any sums due to the Supplier such sums as demanded by the NHS Business Services Authority in the event that the NHS Business Services Authority informs the Authority that the Suppliers are in default or any sums are overdue The Authority may terminate this Contract or any affected Services, with immediate effect, by written notice to the Suppliers if the NHS Business Services Authority has notified the Authority that the Suppliers or any subcontractor has, in the opinion of the NHS Business Services Authority, failed in any material respect to comply with its obligations in relation to the NHS Pension Scheme (including those under any pension direction issued) In the event that the Suppliers cannot comply with Clause 7.25, the Authority at its sole discretion can require the Suppliers to procure a GAD 12

13 certified broadly comparable pension scheme to which the Transferring Employees can become members. At all times the Suppliers and the Authority shall continue to adopt and comply with Fair Deal for staff pensions: staff transfer from central government (October 2013) and these paragraphs shall continue to have effect as though in relation to that broadly comparable pension scheme The exercise of any right pursuant to Clause 7.32, 7.33 and 7.34 of this Schedule 1 of these Call-Off Terms and Conditions above shall be without prejudice to any other right of the Authority arising under these Call-Off Terms and Conditions in respect of the same circumstances The Parties agree that the Contracts (Right of Third Parties) Act 1999 shall apply to Clauses 7.3, 7.4, 7.5, 7.9, 7.10, 7.15, 7.16, 7.17, 7.18, 7.20, 7.21, 7.24, 7.25, 7.26, 7.27, 7.28, 7.29, 7.30, 7.31, 7.32, 7.33 and 7.34 of this Schedule 1 of these Call-Off Terms and Conditions to the extent necessary that NHS England shall have the right to enforce on its own behalf against the Suppliers the relevant obligations owed to, and any indemnities given to, the Authority and/or any Successor by the Suppliers. The Parties agree that the Contracts (Right of Third Parties) Act 1999 shall apply to Clauses 7.25, 7.26 and 7.27 of this Schedule 1 of these Call-Off Terms and Conditions to the extent necessary that Transferring Employees shall have the right to enforce on their own behalf against the Suppliers the relevant obligations owed to, and any indemnities given to, the Authority and/or any Successor by the Suppliers. 8 Obligations and Liabilities of Suppliers 8.1 The Authority shall, subject to Clause 28.2 of Schedule 2 of these Call-Off Terms and Conditions, only accept delivery of those parts of the Services indicated in the Specification to be performed by a Supplier from that Supplier. Where the Contract is made between the Authority and a number of Suppliers the Specification shall indicate which portions of the Services are to be delivered by which Supplier. Such indication must be consistent with the Service Matrix. 8.2 Each of the Suppliers (where more than one Supplier is a Party to this Contract) or the sole legal entity forming the Suppliers (where there is a single Supplier) shall, subject to Clause 28.2 of Schedule 2 of these Call-Off Terms and Conditions, be responsible for the performance of those parts of the Services indicated to be supplied by that Supplier in the Specification and shall be entitled to receive payment of that portion of the Contract Price related to such Services. 13

14 8.3 Each of the Suppliers (where more than one Supplier is a Party to this Contract) shall act at all times in good faith towards each other, shall cooperate with each other, and shall act fairly and reasonably in the exercise of their rights and the performance of their obligations arising under this Contract. 8.4 Without limitation to the generality of Clause 8.3 of this Schedule 1 of these Call-Off Terms and Conditions, and subject always to Clause 2 of Schedule 3 of these Call-Off Terms and Conditions, the Suppliers shall share data and information with each Supplier forming part of the Suppliers where doing so would or is likely to: result in an increase in the efficiency with which the Services are delivered; and/or assist the Suppliers with achieving the KPIs or with meeting one (or several of) their other obligations pursuant to this Contract; and/or result in an increase in the quality and/or timeliness of the Services. 8.5 Notwithstanding the above provisions set out at Clauses 8.2 to 8.4 (inclusive) of this Schedule 1 of these Call-Off Terms and Conditions, the Suppliers (where more than one Supplier is a Party to this Contract) shall be jointly and severally liable for: the performance and discharge of each and every obligation of each and every Supplier under these Call-Off Terms and Conditions; the performance and discharge of each and every obligation of the Suppliers under these Call-Off Terms and Conditions; any other liability of any Supplier otherwise arising under these Call-Off Terms and Conditions; and any other liability of the Suppliers otherwise arising under these Call-Off Terms and Conditions. 9 Status of Contract 9.1 To the extent that the Contract is between two legal entities that are health service bodies within the meaning of section 9 of the National Health Service Act 2006 (referred to as NHS bodies and NHS body in this 14

15 Contract), this Contract shall operate as an NHS contract within the meaning of section 9 of the National Health Service Act 2006 but only: in respect of obligations and liabilities between those of the Parties that are NHS Bodies; and in respect of any right of NHS England identified under this Contract as enforceable under the Contracts (Rights of Third Parties) Act 1999) that is expressed in the Contract to be a right enforceable against an NHS Body; and only for so long as such NHS Bodies both fall within the definition within section 9 of the National Health Service Act For the avoidance of doubt: where and to the extent that this Contract is between an Authority that is an NHS Body and a Supplier which is an NHS Body this Contract shall cease to be an NHS contract within the meaning of section 9 of the National Health Service Act 2006 between those Parties on the date such Supplier ceases to be an NHS Body and shall continue as a legally enforceable contract for the remainder of the Term. It is anticipated by the Parties that such circumstances may arise in circumstances that include (but are not limited to) the circumstances described at Clause of Schedule 2 of these Call-Off Terms and Conditions; and without prejudice to Clause of Schedule 1 of these Call- Off Terms and Conditions above, where this Contract is between an Authority that is an NHS Body and a number of Suppliers, not all of whom are NHS Bodies, then this Contract shall: (i) (ii) be an NHS contract within the meaning of section 9 of the National Health Service Act 2006 in respect of all obligations between the Authority and each Supplier that is an NHS Body; and not be an NHS contract within the meaning of section 9 of the National Health Service Act 2006 in respect of all obligations between the Authority and each Supplier that is not an NHS Body and all such obligations shall for the avoidance of doubt be legally enforceable 9.3 For the purposes of Clause 8.5 of this Schedule 1: 15

16 9.3.1 the performance and discharge of each and every obligation of each and every Supplier under these Call-Off Terms and Conditions ; the performance and discharge of each and every obligation of the Suppliers under these Call-Off Terms and Conditions ; any other liability of any Supplier otherwise arising under these Call-Off Terms and Conditions ; and any other liability of the Suppliers otherwise arising under these Call-Off Terms and Conditions. shall include any liabilities and/or obligations expressed as arising under an NHS Contract and such liabilities and/or obligations shall be determined and quantified as if they had arisen under a legally enforceable contract. 9.4 For the purposes of Clause 8.5 of this Schedule 1: the performance and discharge of each and every obligation of each and every Supplier under these Call-Off Terms and Conditions ; the performance and discharge of each and every obligation of the Suppliers under these Call-Off Terms and Conditions ; any other liability of any Supplier otherwise arising under these Call-Off Terms and Conditions ; and any other liability of the Suppliers otherwise arising under these Call-Off Terms and Conditions. shall include any liabilities and/or obligations expressed as arising under the Contract between NHS England (if NHS England is the Authority or in respect of any right of NHS England identified under this Contract as enforceable under the Contracts (Rights of Third Parties) Act 1999) and a commissioning support unit forming part of NHS England and such liabilities and/or obligations shall be determined and quantified as if they had arisen under a legally enforceable contract. 9.5 For the avoidance of doubt where the Authority is NHS England (or in respect of any right of NHS England identified under this Contract as enforceable under the Contracts (Rights of Third Parties) Act 1999) and at the Commencement Date the Supplier or one or more of the Suppliers is a commissioning support unit forming part of NHS England then this Contract 16

17 is concluded with the expectation that during the Term commissioning support unit(s) will be incorporated as one or more legal entities separate to NHS England as set out at Clause or Clause of Schedule 2 of these Call-Off Terms and Conditions. As between NHS England and any commissioning support unit this Contract shall have the following status: prior to the date of such incorporation the Contract shall neither be legally enforceable nor an NHS Contract within the meaning of section 9 of the National Health Service Act 2006 but NHS England has bound itself in the Framework Agreement and in the invitation to tender that regulated the award of places upon the Framework Agreement to be bound by and treat the Contract as between NHS England and any commissioning support contract as if the Contract were legally enforceable; and at the date of such incorporation all liabilities and/or obligations set out in or arising under the Contract shall become legally enforceable liabilities and/or obligations. 17

18 Schedule 2 of these Call-Off Terms and Conditions General Terms and Conditions Contents 1. Provision of Services 2. Premises, locations and access 3. Cooperation with third parties 4. Equipment, Transferring Assets, Assumed Contracts and Leases 5. Staff 6. Business continuity 7. The Authority s obligations 8. Contract management 9. Price and payment 10. Warranties 11. Intellectual property 12. Indemnity 13. Limitation of liability 14. Insurance 15. Term and termination 16. Consequences of expiry or earlier termination of this Contract 17. Staff information and the application of TUPE at the end of the Contract 18. Complaints 19. Sustainable development 20. Electronic services information 21. Change management 22. Dispute resolution 23. Force majeure 24. Records retention and right of audit 25. Conflicts of interest and the prevention of fraud 26. Equality and human rights 27. Notice 28. Assignment, novation and subcontracting 29. Prohibited Acts 30. General 18

19 1 Provision of Services 1.1 The Authority appoints the Suppliers and the Suppliers agree to provide the Services: promptly and in any event within any time limits as may be set out in this Contract; in accordance with all other provisions of this Contract; with reasonable skill and care and in accordance with the provisions of the Framework Agreement as applicable and the provisions of the Order Form; in accordance with the Law and with Guidance; in accordance with Good Industry Practice; in accordance with the Policies; and in a professional and courteous manner. 1.2 The Parties shall in relation to this Contract abide by and promote awareness of the NHS Constitution, including the rights and pledges set out in it. The Suppliers shall ensure that any and all subcontractors and all Staff abide by the NHS Constitution in relation to their performance of the Services and the administration of this Contract. 1.3 Immediately following the Commencement Date, the Suppliers shall mobilise in order to implement the Services fully in accordance with the Implementation Plan. If the Implementation Plan is an outline plan, the Suppliers shall, as part of implementation, develop the outline plan into a full plan and agree this with the Authority. Once this is agreed, the Suppliers shall comply with the full Implementation Plan. 1.4 The Suppliers shall commence delivery of the Services on the Services Commencement Date. 1.5 The Suppliers shall comply fully with their obligations set out in the Specification and Call-Off ITT and the Order Form, including without limitation the KPIs. Without prejudice to any other obligation on the Suppliers to provide written notification to the Authority contained within this Contract, the Suppliers shall notify the Authority promptly (and in any event within two (2) Business Days) in the event of any Service Failure occurring. 19

20 1.6 The Suppliers shall ensure that all relevant consents, authorisations, licences and accreditations required to provide the Services are in place at the Actual Services Commencement Date (and for each portion of the Services if applicable) and shall ensure that all such consents, authorisations, licences and accreditations are maintained throughout the Term. 1.7 If the Services, or any part of them, are regulated by any regulatory body, the Suppliers shall ensure that at the Actual Services Commencement Date they have in place all relevant registrations and shall maintain such registrations during the Term. The Suppliers shall notify the Authority forthwith in writing of any changes to such registration or any other matter relating to their registration(s) that would affect the delivery or the quality of Services. 1.8 The Suppliers shall notify the Authority forthwith in writing: of any pending inspection of the Services, or any part of them, by a regulatory body immediately upon the Suppliers becoming aware of such inspection; and of any failure of the Services, or any part of them, to meet the quality standards required by a regulatory body, promptly and in any event within two (2) Business Days of the Suppliers becoming aware of any such failure. This shall include without limitation any informal feedback received during or following an inspection raising concerns of any nature regarding the provision of the Services. 1.9 Following any inspection of the Services, or any part of them, by a regulatory body, the Suppliers shall provide the Authority with a copy of any report or other communication published or provided by the relevant regulatory body in relation to the provision of the Services Upon receipt of notice pursuant to Clause 1.8 of this Schedule 2 of these Call-Off Terms and Conditions or any report or communication pursuant to Clause 1.9 of this Schedule 2 of these Call-Off Terms and Conditions, the Authority shall be entitled to request further information from the Suppliers and/or a meeting with the Suppliers, and the Suppliers shall cooperate fully with any such request Where applicable, the Suppliers shall implement and comply with the Policies on reporting and responding to all incidents and accidents, including serious incidents requiring investigation, shall complete the Authority s incident and accident forms in accordance with the Policies and provide reasonable support and information as requested by the Authority to help the Authority deal with any incident or accident relevant to the Services. 20

21 The Suppliers shall ensure that their Contract Manager(s) informs the Authority s Contract Manager in writing forthwith upon (a) becoming aware that any serious incidents requiring investigation and/or notifiable accidents have occurred or (b) the Suppliers Contract Manager(s) having reasonable cause to believe any serious incidents and/or notifiable accidents requiring investigation have occurred. The Suppliers shall ensure that their Contract Manager(s) informs the Authority s Contract Manager in writing within forty eight (48) hours of all other incidents and/or accidents that have or may have an impact on the Services The Suppliers shall be relieved from their obligations under this Contract to the extent that they are prevented from complying with any such obligations due to any acts, omissions or defaults of the Authority. To qualify for such relief, the Suppliers must notify the Authority promptly (and in any event within five (5) Business Days) in writing of the occurrence of such act, omission, or default of the Authority together with the potential impact on the Suppliers obligations. 2 Premises, locations and access 2.1 The Services shall be provided at such Authority premises and at such locations within those premises, as may be set out in the Order Form or as otherwise agreed by the Parties in writing ( Premises and Locations ). 2.2 Subject to the Suppliers and their Staff complying with all relevant Policies applicable to such Premises and Locations, the Authority shall grant reasonable access to the Suppliers and their Staff to such Premises and Locations to enable the Suppliers to provide the Services. 2.3 Subject to Clause 2.4 of this Schedule 2 of these Call-Off Terms and Conditions, any access granted to the Suppliers and their Staff under Clause 2.2 of this Schedule 2 of these Call-Off Terms and Conditions shall be nonexclusive and revocable. Such access shall not be deemed to create any greater rights or interest than so granted in the Premises and Locations. For the avoidance of doubt no relationship of landlord and tenant between the Authority and the Supplier shall be so created. The Suppliers warrant that they shall carry out all such reasonable further acts necessary to give effect to this Clause 2.3 of this Schedule 2 of these Call-Off Terms and Conditions. 2.4 Where, in order to provide the Services, the Suppliers require any greater rights to use or occupy any specific Premises and Locations over and above such reasonable access rights granted in accordance with Clause 2.2 and Clause 2.3 of this Schedule 2 of these Call-Off Terms and Conditions, such further rights shall be limited to any rights granted to the Suppliers by the Authority in accordance with any licence and/or lease entered into by the Suppliers as referred to in any Order Form and/or limited to the provisions of 21

22 any Lease(s) transferred to the Suppliers by the Authority in accordance with Clause 4.7 of this Schedule 2 of these Call-Off Terms and Conditions. 2.5 Where it is provided for by a specific mechanism set out in the Specification and/or Call-Off ITT and/or the Order Form, the Authority may increase, reduce or otherwise vary the Premises and Locations in accordance with such mechanism subject to the provisions of any licence or lease entered into by the Parties as referred to at Clause 2.4 of this Schedule 2 of these Call-Off Terms and Conditions. Where there is no such specific mechanism set out in the Specification and/or Call-Off ITT and/or the Order Form, any variations to the Premises and Locations where the Services are to be provided shall be agreed by the Parties in accordance with Clause 21 of this Schedule 2 of these Call-Off Terms and Conditions. If agreement cannot be reached the matter shall be referred to, and resolved in accordance with, the dispute resolution process set out in Clause 22.3 of this Schedule 2 of these Call-Off Terms and Conditions. 3 Cooperation with third parties 3.1 Each of the Suppliers shall, as reasonably required by the Authority, cooperate with any other supplier and/or any service providers to the Authority and/or any other third parties as may be relevant in the provision of the Services. 4 Equipment, Transferring Assets, Assumed Contracts and Leases 4.1 Unless otherwise set out in the Specification and/or Call-Off ITT or otherwise agreed by the Parties in writing, any equipment or other items provided by the Authority for use by the Suppliers: shall be provided at the Authority s sole discretion; shall be inspected by the Suppliers in order that the Suppliers can confirm to their reasonable satisfaction that such equipment and/or item is fit for its intended use and shall not be used by the Suppliers until they have satisfied themselves of this; must be returned to the Authority within any agreed timescales for such return or otherwise upon the request of the Authority; and shall be used by the Suppliers at the Suppliers own risk and the Suppliers shall upon written request by the Authority reimburse the Authority for any loss or damage relating to 22

23 such equipment or other items caused by the Suppliers (fair wear and tear exempted). 4.2 The Suppliers warrant and represent to the Authority in respect of any equipment provided by the Suppliers in the performance of this Contract (including, without limitation, the performance of the Services) that all such equipment shall, at all times throughout the Term: conform to all samples, drawings, descriptions and specifications provided by the Authority to the Suppliers; conform to all standards referred to in the Call-Off ITT and/or Specification including in respect of any packaging of that equipment and in respect of any documentation with which the equipment is supplied; be fit for any intended uses and be free from all defects in materials, workmanship and installation; comply with all applicable Law and regulations; and subject to Clause 4.4 of this Schedule 2 of these Call-Off Terms and Conditions, be provided free and clear of all liens and encumbrances. 4.3 For the avoidance of doubt and unless otherwise specified in the Specification and/or Call-Off ITT or otherwise agreed by the Parties in writing at no time shall title to any of the Suppliers equipment referred to in Clause 4.2 of this Schedule 2 of these Call-Off Terms and Conditions pass to the Authority under this Contract. 4.4 Clause of this Schedule 2 of these Call-Off Terms and Conditions above shall not restrict the ability of the Suppliers to utilise for the performance of the Contract equipment leased from or financed by a third party. 4.5 Where the Call-Off ITT and/or the Specification provides that ownership of specified Authority and/or NHS England assets and/or equipment shall pass to the Suppliers on the Commencement Date, the Suppliers shall: take legal beneficial ownership of the specified Authority and/or NHS England assets and/or equipment (the Transferring Assets ) and the Authority shall (for such consideration as is set out in the Call-Off ITT and/or the Specification, receipt of which is hereby acknowledged) transfer legal beneficial ownership of all such specified Transferring Assets to the Suppliers on the Commencement Date; and 23

24 4.5.2 execute all necessary documentation to transfer full legal title to the Transferring Assets from the Authority and/or NHS England to the Suppliers on the Commencement Date. 4.6 If any of the Transferring Assets require de-installation as part of the transfer from the Authority and/or NHS England to the Suppliers, the Suppliers shall be responsible for the de-installation of all such Transferring Assets at the Suppliers cost. The Suppliers shall de-install all relevant Transferring Assets in accordance with: all applicable Law and regulations; and the provisions of any contract between the Authority and/or NHS England and a third party applicable to such Transferring Assets. Such contracts are listed in the Call-Off ITT and/or Specification, and the Suppliers acknowledge that they have been provided with access to the terms of such contracts by the Authority. 4.7 The Authority shall use reasonable endeavours to transfer to the Suppliers all Assumed Contracts and Leases by a deed of novation or assignment of the benefits (subject to a contractual obligation to also assume the burden of each of the Assumed Contracts and each of the Leases in the form set out at Clauses 4.9 to 4.11 below) (as applicable) with effect from the Commencement Date. If any consent of any third party is required to the novation or assignment of any Assumed Contract and/or Lease and such consent has not been obtained at or prior to the Commencement Date the Authority and the Supplier shall each use all reasonable endeavours to obtain that consent as soon as possible after the Commencement Date. Unless or until any Assumed Contract or Lease is assigned or novated and/or any necessary consent is obtained, the Parties shall work together, in good faith, to agree an alternative solution. 4.8 The Suppliers shall, at their own expense, execute such deeds, assignments or other documents and do such other things as the Authority and/or NHS England may reasonably require in order to obtain any third party consent to and/or effect any novation or assignment of any of the Assumed Contracts and/or Leases in accordance with Clause The Suppliers shall observe and fulfill all the Authority's and/or NHS England s obligations under each of the Assumed Contracts and Leases and perform each of the Assumed Contracts and Leases in accordance with their terms from the Commencement Date throughout the Term (or until such Assumed Contract or Lease terminates or expires, if earlier) On the Commencement Date, the Authority and/or NHS England (as applicable) shall cease to be responsible or liable for or in respect of: 24

25 5 Staff any of the Transferring Assets that have transferred to the Suppliers pursuant to Clause 4.5 of this Schedule 2 of these Call-Off Terms and Conditions (and/or any of the Transferring Assets that would have so transferred to the Suppliers but for the Suppliers failure to effect such transfer(s) in accordance with their obligations pursuant to this Clause 4 of this Schedule 2 of these Call-Off Terms and Conditions); and subject to Clause 4.7 of this Schedule 2 of these Call-Off Terms and Conditions, the observance and fulfilment of any of the Authority s obligations and/or NHS England arsing under each of the Assumed Contracts and/or Leases assigned or novated to the Suppliers (and/or any Assumed Contracts and/or Leases that would have been so assigned or novated to the Suppliers but for the Suppliers failure to comply with their obligations pursuant to this Clause 4 of this Schedule 2 of these Call-Off Terms and Conditions) The Suppliers shall indemnify and keep indemnified the Authority and/or NHS England against any loss, damages, costs, expenses (including without limitation legal costs and expenses), claims or proceedings incurred or suffered by the Authority as a result of the Suppliers failing to comply with their obligations pursuant to Clauses 4.5 to 4.9 (inclusive) of this Schedule 2 of these Call-Off Terms and Conditions The Parties agree that the Contracts (Right of Third Parties) Act 1999 shall apply to Clauses 4.5 to 4.11 (inclusive) of this Schedule 2 of these Call-Off Terms and Conditions to the extent necessary that NHS England shall have the right to enforce on its own behalf against the Suppliers the obligations owed to, and indemnities given to, the Authority and/or NHS England by the Suppliers pursuant to Clauses 4.5 to 4.11(inclusive) of this Schedule 2 of these Call-Off Terms and Conditions. 5.1 Subject to the requirements of this Contract and any Law, the Suppliers shall be entirely responsible for the employment and conditions of service of Staff. The Suppliers shall ensure that such conditions of employment are consistent with its obligations under this Contract. 5.2 The Suppliers will employ sufficient Staff to ensure that they comply with their obligations under this Contract. This will include, but not be limited to, the Suppliers providing a sufficient reserve of trained and competent Staff to provide the Services during Staff holidays or absence. 25

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