SCOTLAND S COMMISSIONER FOR CHILDREN AND YOUNG PEOPLE STANDARD CONDITIONS OF CONTRACT FOR SERVICES

Transcription

1 SCOTLAND S COMMISSIONER FOR CHILDREN AND YOUNG PEOPLE STANDARD CONDITIONS OF CONTRACT FOR SERVICES 1

2 1 Definitions In these conditions:- We means Scotland s Commissioner for Children and Young People, and "us" and "our" are also used in relation to Commissioner; You means the person, partnership, company or corporate body that provides us with Services in accordance with the Contract Services means the services to be provided to us by you as set out in the Contract Commissioner means Scotland s Commissioner for Children and Young People Contract Award Letter means the letter from us to you which accepts your quote or tender submission and concludes the Contract. Contract means the contract between you and us for the provision of the Services. The contract is made up of the Invitation to Quote/Invitation to Tender, these Conditions and the Contract Award Letter (and any other documentation referred to in the Contract Award Letter as forming part of the Contract). Contract Price means the price payable by us to you for the provision of the Services as set out in the Contract. Invitation to Quote/Invitation to Tender means the invitation to quote or invitation to tender issued by us to you and comprising the specification of the Services and any other accompanying documentation. Premises means the Commissioner s office at 85 Holyrood Road, Edinburgh, EH8 8AU and any other buildings or premises occupied by the Commissioner; Personnel means any person you use when providing the Services to us, for example, any employee, agency worker, temporary worker, sub-contractor or any employee of a sub-contractor. Statutory requirements means requirements arising from applicable legislation and includes any official guidelines, codes of practice or other guidance as to the application of such legislation; 2 Provision of Services 2.1 The Services must be provided by you with all due skill, care and diligence and to our reasonable satisfaction for the duration of the Contract. The Services must conform in full with the specification set out in the Contract. If the provision of the Services will incorporate any materials, these must be of sound quality, manufacture and design. 2

3 2.2 The duration of the Contract (unless terminated earlier as set out in Conditions 19 or 20) is as set out in the Contract Award Letter. 3 Payment 3.1 In return for the provision of the Services by you, we shall pay you the Contract Price. 3.2 Unless otherwise agreed, you will invoice us monthly in arrears for Services carried out in accordance with the Contract. 3.3 You will send your invoice to the Head of Corporate Services, Scotland s Commissioner for Children and Young People, 85 Holyrood Road, Edinburgh, EH8 8AU. Each invoice must clearly identify the Services to which it relates and if we ask, the invoice must contain a detailed breakdown of the Services provided. If there is more than one invoice under a contract, each invoice must identify the part of the Services to which that invoice relates, and the last invoice must be clearly marked to show that it is the last. 3.4 The Contract Price is exclusive of Value Added Tax unless otherwise stated in the Contract. If any Value Added Tax is to be paid, you will show this separately on your invoices. 3.5 Unless otherwise stated in the Contract, we will pay all sums properly due within 30 days of having received a valid invoice. 3.6 If we are late in paying a valid and undisputed invoice you are requested to inform the Head of Corporate Services, Scotland s Commissioner for Children and Young People, 85 Holyrood Road, Edinburgh, EH8 8AU in writing. If it is not then paid, you are requested to inform the Commissioner, Scotland s Commissioner for Children and Young People, 85 Holyrood Road, Edinburgh, EH8 8AU in writing. Interest shall be payable by us on the late payment of any undisputed sums due and properly invoiced in accordance with the Late Payment of Commercial Debts (Interest) Act Relationship 4.1 You are and must at all times act as an independent contractor. You are not our partner, employee, agent or representative and you have no authority to act on our behalf. You will not act in any way which would give the impression to any other person that you are our partner, employee, agent or representative. 5 Your Personnel 5.1 You will ensure that you make available adequate resources for the provision of the Services, and that you and your Personnel are competent, properly trained and suitably qualified to perform the Services. 3

4 5.2 You will ensure that your Personnel working at the Premises do not smoke whilst on duty. In accordance with the Smoking, Health and Social Care (Scotland) Act 2005 all enclosed or substantially enclosed areas within the Premises are non-smoking premises and smoking is strictly prohibited in those areas. Smoking is only permitted in certain outside areas which will be shown to your Personnel on request. 6 Co-operation with Employment Matters 6.1 You and your Personnel will at all times: comply with our internal policies and procedures, (including, without limitation, those on security, conduct, and health and safety), copies of which will be made available on request co-operate with us in dealing with any employment matters affecting our employees arising in relation to the Contract and assist in any investigations by us into possible breaches of law or our policies and procedures by our employees (including giving statements and attending meetings, hearings and tribunals) 7 Materials, plant and equipment 7.1 You will at your own expense, supply and maintain in a safe and serviceable condition, all the materials, plant and equipment you need to provide the Services. 8 Materials and documents supplied to you 8.1 If we provide you with materials free of charge for you to provide the Services, those materials will still belong to us and will not become your property. Under no circumstances will you have a right to retain possession of the materials as security (a lien) or any other interest in the materials. If practicable, you will store the materials separately and in any event you will ensure they are clearly identified as belonging to us. 8.2 The materials will be deemed to be in good condition when received by you unless you notify us otherwise within 5 days. You will keep the materials in good condition (excluding fair wear and tear) and you will use them only to provide the Services and for no other purpose. 8.3 If you or your Personnel damage or lose any of the materials we provide, you will pay for the cost of repair or replacement. 8.4 If we ask for any materials to be returned, you will do this immediately. You will be liable for any cost associated with returning the materials up until the materials are received by us. 8.5 If you have any materials belonging to us at the end of the Contract, you will return them to us immediately unless we tell you to dispose of them in some other way in which case you will comply with our instructions. 4

5 8.6 If we have supplied you with any documents or other information, you will return them to us immediately at the end of the Contract, unless you need them to prepare a termination report as required under Condition If this is the case you will return them to us at the same time that the termination report is provided. 9 Records 9.1 You will maintain complete and accurate records of the Services including all payments made by us to you for a minimum period of five years from the date of the last payment made by us to you. If we ask, you will give us or our auditors access to your records and allow us or our auditors to take copies of your records as required. 9.2 This Condition will apply during the Contract and after it has ended. 10 Corrupt Gifts or Payments 10.1 You must not do anything that gives or offers any kind of inducement or reward to any of our employees in relation to this Contract or any other contract. It may be a criminal offence to do any of those things and you should therefore make sure you are aware of the Bribery Act You must not offer any of our employees any kind of corporate hospitality. 11 Environment 11.1 You will ensure that in providing the Services you comply with all relevant environmental statutory requirements Where possible, any materials which you use in the delivery of the Services should be able to be re-used, re-cycled or incinerated for energy recovery. You should make every effort to reduce the amount of materials used and ensure that the provision of the Services minimises the impact on the environment. 12 Health and Safety 12.1 Whilst on the Premises you will supply the Services in a safe manner and in a way which will not cause any risk to the health or safety of any of our employees or any other persons You will comply with all relevant health & safety statutory requirements, codes of practice and our health and safety policies (available on request). You will ensure that your Personnel follow any instructions on health and safety we may issue to them You will immediately bring to our attention details of any health and safety hazard or any incident occurring in the performance of your obligations under the Contract at the Premises where that incident causes any personal injury or damage to property which could give rise to personal injury. 5

6 12.4 You will ensure that all materials, plant or equipment used in the delivery of the Services is suitable, maintained in efficient working order and good repair and is safe You will ensure that any materials used in the Contract are suitable and safe and are stored, handled, used and disposed of in a safe manner and in accordance with all statutory requirements concerned with health, safety and the environment You will ensure that you do not cause us to be in breach of any legal requirement /statutory requirement concerned with health and safety 13 Indemnity and Insurance 13.1 You will indemnify us against any claims, losses, damages, costs or expenses ( Losses ). Such Losses shall include death or personal injury, or loss of, or damage to, property, arising out of the performance or non-performance by you of your obligations under the Contract or the presence of your Personnel on the Premises, or any other loss caused directly or indirectly by your negligent act or omission. This indemnity shall not apply to the extent that any injury, loss, damage, cost or expense is caused by our negligence or wilful misconduct You will indemnify us for any losses or liabilities we may incur (including legal expenses) as a result of any other person making a claim that the Services or any part of the Services breaches any intellectual property rights such as patents or copyrights which that person is entitled to You must insure yourself (and make sure that any sub-contractor insures itself) with a reputable insurance company to an adequate level of cover in respect of all risks which may be incurred by you arising out of your performance of the Contract including death or personal injury, loss of or damage to property or any other loss. You must maintain (and make sure that any sub-contractor maintains) public liability insurance and employers liability insurance with reputable insurance companies at levels which are appropriate and which comply with all legal requirements. If we ask, you will immediately show us the insurance policies or a broker s verification of insurance to demonstrate that the appropriate cover is in place, and evidence that the most recent premiums have been paid. 14 Equalities Considerations 14.1 We are an equal opportunities employer and service provider. You (and your sub-contractors) must also be an equal opportunities employer and service provider and comply fully with equal opportunities statutory requirements You will ensure that you do not discriminate against anyone unlawfully, or treat anyone unfairly, on the grounds of their age, disability, gender reassignment, marriage and civil partnership, pregnancy and maternity, race, religion or belief, sex, sexual orientation, trade union membership/nonmembership/activities or part-time status. You will also make sure that your 6

7 Personnel do not do so either, and that those involved in the management or operation of the Contract receive appropriate training on equal opportunities statutory requirements and associated good practice You will take all reasonable steps to ensure that any goods supplied under this Contract are produced in accordance with all International Labour Organisation (ILO) conventions that have been ratified by the country of their origin Should part or all of the Services be performed at your premises or that of your Personnel, you will ensure that the premises comply fully with the requirements of the Equality Act Confidentiality 15.1 Unless we agree, all information which you obtain from us or becomes known to you in connection with this Contract must be kept confidential and must not be disclosed except as is necessary for the performance of the Contract. This does not apply to information which is already in the public domain. You will take all reasonable precautions to prevent the loss of such confidential information including, without limitation, only taking such copies of confidential information as are reasonably necessary for the performance of the contract and ensuring that confidential information in a hard copy or portable digital format is not removed from the Premises. You must inform us immediately if any of our confidential information is lost or mislaid by you You acknowledge that we are subject to obligations under the Freedom of Information (Scotland) Act 2002 ( FOISA ) and the Environmental Information (Scotland) Regulations 2004 (EIR) and will assist and co-operate with us (at your expense) to enable us to comply with these disclosure requirements. You acknowledge that we may be required to disclose information held by us in relation to your tender, the Contract or any other recorded information to anyone who makes a valid request under FOISA or EIR. Information held by us may only be withheld as a result of the exemptions in FOISA or EIR You may designate information provided to us as confidential or commercially sensitive explaining why and how long it is likely to remain so; however, you acknowledge that we may still be obliged to disclose such information in accordance with clause We have an obligation under FOISA to maintain a Publication Scheme that sets out information routinely published. Contract award details are entered in the Publication Scheme and will be routinely published We may seek references from your Bank, from your current or past clients, or other referees that you give us; 15.5 We may disclose information in relation to any tender or competitive process which we have followed in relation to the Contract, including the number of tenders which we received, the name of the successful tenderer, the winning contract price, the specification of the Services, the terms and conditions of contract, the quality and performance standards which we set, and your 7

8 performance against these standards, and such disclosure will not be a breach of this Contract We may disclose information relating to the Contract (including price information) to other public sector authorities. We may want to do this for the purpose of collaborative discussions to ensure for example, that best value for money is being obtained, and such disclosure will not be a breach of this Contract This Condition applies during the Contract and after it has ended. 16 Intellectual property 16.1 In this Condition Intellectual Property Right means any patent, trademark, registered design, copyright or other similar right You must not breach any Intellectual Property Rights of any third party All Intellectual Property Rights in any items produced (in whatever form) by you for us in connection with the Services will belong to us and be our property. You will, if we ask, sign any document that we require as evidence of the transfer of Intellectual Property Rights to us under this Condition This Condition will apply during the Contract and after it has ended. 17 Data Protection 17.1 For the purposes of this Contract, the terms Data Controller, Data Processor, Data Subject, Personal Data, Process and Processing will have the meaning prescribed under the Data Protection Act 1998 ( DPA ) You will comply with any notification requirements under the DPA and both you and SCCYP will duly observe all their obligations under the DPA which arise in connection with the Contract Despite the general obligation in clause 17.2, where you are processing Personal Data as a Data Processor on our behalf you will; (a) (b) (c) Process the Personal Data only in accordance with our instructions (which may be specific instructions or instructions of a general nature) as set out in the Contract or as otherwise notified by us; Process the Personal Data only to the extent, and in such manner, as is necessary for the performance of your obligations under this Contract or as is required by law; implement appropriate technical and organisational measures to protect the Personal Data against unauthorised or unlawful Processing and against accidental loss, destruction, corruption, damage, alteration or disclosure; 8

9 (d) (e) (f) take reasonable steps to ensure the reliability of your staff and agents who may have access to the Personal Data; not disclose Personal Data to any third parties in any circumstances other than with our written consent or in compliance with a legal obligation imposed upon us; and not Process the Personal Data outside of the European Economic Area without our prior consent You will permit us, given reasonable notice, to inspect and audit your Data Processing activities and will comply with all reasonable requests or directions to enable us to verify that you are in full compliance with your obligations under this Contract. 18 Publicity 18.1 You will not mention our name in connection with the Contract or disclose the existence of the Contract in any publicity material or any other publication unless we have previously agreed to this and the Commissioner has approved in writing what you want to do This Condition will apply during the Contract and after it has ended. 19 Termination on Insolvency 19.1 We may immediately terminate the Contract by telling you in writing: if someone takes action against you which could lead to you being made bankrupt or insolvent or if you make, or propose to make, any arrangement with people who you owe money to which could be regarded as an "arrangement with creditors"; or if you are a company, if you are insolvent or any action is taken to wind up the company, or any person makes a proposal or application to appoint any official (such as an administrator, liquidator or receiver), or any such official is appointed, to manage any of the affairs or assets of your company, or you make any arrangement with people who you owe money to which could be regarded as an "arrangement with creditors" If we do take any of the above action it will not affect any other rights we may have against you in relation to the Contract. 20 Termination 20.1 If you have breached this Contract in any way, we will tell you in writing specifying the breach and you must, if possible, take steps to remedy that breach to our satisfaction. 9

10 20.2 If you do not remedy the breach to our satisfaction within 7 days of receipt of our notification in writing telling you that you have breached the Contract (or if the breach is not, in our opinion, capable of remedy), we can terminate the Contract immediately by telling you in writing If you (being an individual) become mentally or physically incapable of completing the Contract, either through illness or for some other reason, we can terminate the Contract immediately by telling you in writing If we terminate the Contract under Conditions 20.2 or 20.3, we may instruct somebody else to complete the Contract, and will be able to use any materials you have left at the Premises, without charge, until the Contract is completed If we terminate the Contract under Conditions 20.2 or 20.3 and instruct someone else to complete the Contract, we may recover from you the cost of making such alternative arrangements and any additional expenditure incurred by us throughout the remainder of the Contract. No further payment will be made to you for Services already provided and which are in accordance with the Contract and where payment has yet to be made by us until we have established the final cost of making other arrangements for the completion of the Contract We may cancel the Contract at any time for any reason by giving you 30 days notice in writing If we terminate or cancel the Contract, you may be asked to provide us with a termination report on the work done under the Contract, 21 Recovery of Sums Due 21.1 If you owe us any money under the Contract, and at the same time we owe or are due to pay you money, either under this Contract or for any other reason, we can deduct the money you owe us from the money we owe or are due to pay you. 22 Assignation and Sub-Contracting 22.1 Unless we agree, you are not allowed to sub-contract, transfer or assign the Contract or any part of it If you sub-contract any work under the Contract, you will still be responsible to us for carrying out the Contract and for your sub-contractor s acts and omissions Where you sub-contract any work under the Contract, that sub-contract must contain a clause requiring you to pay your sub-contractor within 30 days of you receiving a valid invoice from your sub-contractor. 23 General Legal Obligations 23.1 In addition to the obligations referred to in Conditions 10.1, 11.1, 12.2, 10

11 14.1, 14.5, and 17.2 you will comply with all other relevant statutory requirements and hold any licence, permit and/or certificate required by law for the performance of the Contract 24 Notices 24.1 Any notice to be sent by you or by us in connection with the Contract can be sent by letter, fax or . Notices should be sent to the addresses shown on the Contract Award Letter. Either of us can change the address for notices by telling the other in writing of the new address, but the previous address will continue to remain valid for 7 days after the change is notified If sent to the correct address, a notice will be treated as received 48 hours after sending if a letter, or 24 hours if a fax even if it is not actually received. 25 Governing Law 25.1 The Contract is made under the law of Scotland and the Scottish courts will have exclusive authority to settle any dispute. 11