OPEN PROCEDURE INVITATION TO TENDER FOR

OPEN PROCEDURE INVITATION TO TENDER FOR G- Cloud 5 REFERENCE NUMBER RM1557v Attachment 1

CONTENTS 1. INTRODUCTION... 2 2. THE FRAMEWORK AGREEMENT AND CALL-OFF CONTRACTS... 5 3. REQUIREMENTS, LOT STRUCTURE AND CONTRACT VALUE... 5 4. PROCUREMENT TIMETABLE... 6 5. COMPLETING AND SUBMITTING A TENDER... 7 6. CONTRACTING ARRANGEMENTS (SUB-CONTRACTORS AND CONSORTIA)... 10 7. QUESTIONS AND CLARIFICATIONS... 11 8. OVERVIEW OF THE EVALUATION PROCESS... 13 9. QUALIFICATION STAGE EVALUATION... 13 10. AWARD STAGE EVALUATION... 15 11. FINAL DECISION TO AWARD... 16 12. GLOSSARY... 1718 ATTACHMENT 1 ATTACHMENT 2 ATTACHMENT 3 ATTACHMENT 4 ATTACHMENT 5 ATTACHMENT 6 ATTACHMENT 7 ATTACHMENT 8 ATTACHMENT 9 ATTACHMENT 10 INVITATION TO TENDER SELECTION QUESTIONNAIRE AND EVALUATION GUIDANCE AND MARKING SCHEME AWARD QUESTIONNAIRE AND EVALUATION GUIDANCE AND MARKING SCHEME FRAMEWORK AGREEMENT AND MODEL CONTRACT TERMS OF PARTICIPATION DECLARATION OF COMPLIANCE APPLICATION SCENARIOS TABLE MANAGEMENT INFORMATION TEMPLATE SFIA TEMPLATE PRICING GUIDANCE ATTACHMENT 11 CLARIFICATION QUESTIONS AND ANSWERS FROM G-CLOUD 4 ATTACHMENT 12 ATTACHMENT 13 ATTACHMENT 14 ATTACHMENT 15 FRAMEWORK AMENDMENT SUMMARY SERVICE DEFINITION DOCUMENT GUIDANCE TERMS AND CONDITIONS GUIDANCE SYSTEM USER GUIDANCE

1. INTRODUCTION 1.1 Welcome to this Procurement which is being managed by Government Procurement Service (GPS) on behalf of the Government Digital Service (GDS). This Procurement is governed by and is at all times subject to the Regulations. It is intended that this Procurement will establish a multi-supplier vehicle for the purchase of Cloud-based IT services, G-Cloud Available Services, by public bodies in Central Government and across the wider public sector. This vehicle will be called G-Cloud 5. 1.2 This Procurement is the fifth iteration for G-Cloud (G-Cloud 5 RM1557v) following on from the 4th G-Cloud procurement (ref RM1557iv) in October 2013 and may be updated with further iterations over time. The G-Cloud framework catalogue, known as CloudStore, will require frequent procurement refreshes to bring on new suppliers and services. 1.3 Please read the information and instructions carefully because non-compliance with the instructions may result in disqualification of your Tender from this Procurement. 1.4 If you are participating in this Procurement as a member of a Consortium or special purpose vehicle, or are using sub-contractors please read the guidance in paragraph 6. 1.5 The Authority is using an e-sourcing Suite to manage this Procurement and to communicate with you. No hard copy documents will be issued and all communications with the Authority (including the submission of Tenders) will be conducted via the e-sourcing Suite. To ensure all communications relating to this Procurement are received, you must ensure that the point of contact you nominate in the e-sourcing Suite is accurate at all times as the Authority will not be under any obligation to contact any other point of contact. 1.6 The Selection and Award Questionnaires have been designed in the esourcing Suite. Your responses to Selection and Award questions should be completed online. Further information on this can be found in Attachment 2 - Selection Questionnaire and Evaluation Guidance, and Attachment 3 - Award Questionnaire and Evaluation Guidance. Guidance on how to use the e-sourcing Suite and Service Submission Portal can be found in Attachment 15 System User Guidance. 1.7 Selection and Award - All Potential Providers will need: 1.7.1 For Selection: To complete their responses Selection Questionnaire available on the e-sourcing Suite. Potential Providers will be required to confirm by answering questions that they meet all of the mandatory criteria and subsequently submit the responses. 1.7.2 For Award: To provide full information in answer to the questions in the Award Questionnaire regarding their service offerings and supporting Service Definitions, Pricing Document and Terms and Conditions Document available on the Service Submission Portal and subsequently submit the responses. The Authority will upload this information into the CloudStore (please note the field length limits). This information will be subject to a number of checks by the Authority to validate critical claims. The process of checking information submitted is called Assurance, please refer to the following website for details of the Assurance process http://gcloud.civilservice.gov.uk/supplier-zone/assurance/. If a Potential Provider is awarded a Framework Agreement, their Catalogue entry (service) will be flagged as not Assured' until such time as they have had their Assurance process completed. Assurance will be undertaken as soon as reasonably practical following the award of the Framework Agreement. 1.8 PLEASE NOTE: IN THE EVENT THAT A SUBMITTED SERVICE IS IDENTIFIED AS NOT MEETING THE NIST DEFINITION OF A CLOUD SERVICE (where appropriate, and as requested in response to question SQA1 on the esourcing Suite) OR THAT THE SERVICE DOES NOT COMPLY WITH THE ESSENTIAL CHARACTERISTICS OF A CLOUD SERVICE (as detailed in question SQA2 on the esourcing Suite) THE SUBMITTED SERVICE SHALL BE REMOVED FROM THE CLOUDSTORE THROUGH THE ASSURANCE PROCESS. 1.9 Accreditation is an optional process which Suppliers or the Contracting Bodies can nominate a service to pass through and will be undertaken separately from Assurance. Contracting Bodies not requiring Accreditation may be able to purchase once the Framework Agreement ITT Open Procedure Attachment 1 Government Procurement Service G-Cloud 5 2

has been signed. Please refer to the following website for details of the Accreditation process http://gcloud.civilservice.gov.uk/supplier-zone/accreditation/ 1.10 The Authority is managing this Procurement in accordance with its general obligations under the Regulations, and specifically in accordance with the open procedure (Regulation 15) and the requirements relating to framework agreements (Regulation 19). 1.11 Please read the GPS Guidance and instructions carefully before attempting to complete your tender through the e-sourcing Suite and submitting your Available Services through the Service Submission Portal. N.B. Please do not send any service related attachments via the e-sourcing Suite as these will not be accepted as a service submission. ALL service submissions MUST be submitted via the Service Submission Portal. 1.12 Please also read the Terms of Participation first as they form part of this ITT and they will apply throughout this Procurement. They set out further rights and obligations which apply to Potential Providers and the Authority. 1.13 Please also be aware that no hard copy documents will be issued and all communications will be conducted via the e-sourcing Suite. To ensure all communications relating to this Procurement are received, the Potential Provider must ensure that the point of contact it nominates in the e-sourcing Suite is accurate at all times. 1.14 This ITT includes: 1.14.1 information regarding the Procurement, such as the timetable; 1.14.2 details of the G-Cloud Services that Suppliers will be required to supply; ( the Available Services ) 1.14.3 the Framework Agreement and Call-Off Contract terms and conditions; 1.14.4 instructions explaining how to submit questions and requests for clarification; 1.14.5 instructions explaining how to complete and submit a Tender; 1.14.6 example template documents required to complete a Tender; and 1.14.7 details of the evaluation and compliance processes used. 1.14.8 guidelines for submission and previously published questions and answers 1.15 Potential Providers are welcome to ask questions or seek clarification regarding this Procurement. See paragraph 7 for details for how to do so. You must read all the information contained within this ITT and its Attachments on the e-sourcing Suite thoroughly so that questions or clarifications are not raised unnecessarily. 1.16 The post-award Assurance process will be conducted on all successful Available Services (i.e those for which a Potential Provider is awarded a Framework Agreement) and applies to both public and private Cloud Services consumed through the G-Cloud Services 5 Framework Agreement and will cover the following aspects of a service: - Functional, non-functional and service management. - Commercial - Security accreditation (where required) - Compliance with NIST definitions contained within the OJEU; and - Compliance with scope of the framework If a service is found to fail the Assurance process, the Supplier will be notified and be given the opportunity to rectify the non-compliant aspect of the service. If the Supplier fails to meet this requirement, the service will be suspended from the CloudStore. 1.17 Pan-Government Accreditation is an optional process which Suppliers or Contracting Bodies can nominate a service to pass through. 1.18 Suppliers can, provided they meet key entry criteria, display their service offerings in a purpose-built Catalogue hosted on the CloudStore. The qualification process for service offerings has two stages: selection and award. ITT Open Procedure Attachment 1 Government Procurement Service G-Cloud 5 3

1.19 Potential Providers should note that ALL contents of the Catalogue held on the CloudStore will be publicly available and available to be viewed without restrictions. This includes prices, service descriptions, terms and conditions and rate tables. 1.20 Refreshes are carried out at a varying frequency of approximately every 6 months to enable suppliers to add new services to a rapidly changing market as the IT Cloud market develops. 1.21 Continuity of Service From G-Cloud iii or 4 to G-Cloud 5 1.21.1 In the event a Supplier wishes to continue their Available Services from G-Cloud iii or 4 to G-Cloud 5 the Supplier should refer to Attachment 7 for their particular situation for guidance on the required submission steps. 1.21.2 All Potential Providers must respond to all questions in the e-sourcing Suite and provide all the information relating to their Available Services in the Service Submission Portal or their Tenders will be deemed non-compliant. It is the Potential Provider s responsibility to ensure all responses and Available Services have been correctly and fully submitted or their Tenders will be deemed noncompliant. 1.21.3 Agile development, non-cloud related consultancy and co-location services have been removed from the scope of the G-Cloud framework in Lot 4 and therefore Suppliers will not be able to continue to offer these services on G-Cloud 5. 1.21.4 If Suppliers who have services on G-Cloud 4 choose not to bid for G-Cloud 5 these services will remain active on G-Cloud 4 until its expiry in October 2014. If Suppliers who have services on G-Cloud iii choose not to bid for G-Cloud 5 these services will remain active on G-Cloud iii until its expiry in May 2014 when the G-Cloud iii framework will expire and the services will no longer be available on the Cloudstore. ITT Open Procedure Attachment 1 Government Procurement Service G-Cloud 5 4

2. THE FRAMEWORK AGREEMENT AND CALL-OFF CONTRACTS 2.1 The Framework Agreement will enable Contracting Bodies (including the Authority) to place orders for Available Services with Suppliers. 2.2 A copy of the Framework Agreement (including the Framework Schedules) is set out in Attachment 4. Please review the Framework Agreement carefully to understand the rights and obligations it confers on the parties. 2.3 Framework Agreement and Call-Off Contract terms are not negotiable, whether during this Procurement or post award when entering into a Call-Off with a Contracting Body. You may seek clarification of any points of ambiguity or apparent error through the clarification period (see paragraph 7). 2.4 The Authority will manage the overall performance of the Framework Agreement by Suppliers and collect Management Information. Further, the Authority will levy a management charge on Suppliers on all business placed with Suppliers under this Framework (up to a maximum of 1% but currently set at 0.5% of the value of such business). 2.5 Contracting Bodies 2.5.1 The Framework Agreement will be available for use by Contracting Bodies throughout the whole of the UK, including Northern Ireland, Scotland and Wales as described in the OJEU Contract Notice. 2.5.2 Being appointed to this Framework Agreement does not confer an exclusive right to supply on Suppliers or guarantee that a Supplier will receive any business at all under the Framework Agreement. 2.6 The ordering process and further evaluation criteria 2.6.1 As all service offerings under this framework will be available as elements within a Catalogue held within CloudStore, Contracting Bodies may place orders for any of the Available Services by direct award subsequent to a price and requirements matching process within the CloudStore platform. The procedures that Contracting Bodies use to make an award are set out in Framework Agreement Attachment 4 Schedule 3 (Call-Off Ordering Procedure including Award Criteria). 2.6.2 All orders placed by Contracting Bodies will be subject to the terms of the Call-Off Contracts as set out in Framework Schedule 2 (Call-Off Terms) and Terms and Conditions as set out in Suppliers Service Descriptions loaded onto the CloudStore. 2.6.3 The Supplier s terms & conditions as submitted during the Tender process, and uploaded to the CloudStore, will apply during the duration of the Framework or Call- Off Contracts without the ability for the Potential Provider to materially change them. 2.6.4 The Contracting Bodies will manage the Supplier's day to day performance of the Call-Off Contract. 3. REQUIREMENTS, LOT STRUCTURE AND CONTRACT VALUE 3.1 The Available Services covered by this Procurement exercise have been sub-divided into 4 Lots, namely: LOT Lot 1 Lot 2 Lot 3 Lot 4 DESCRIPTION Infrastructure as a Service (IaaS) Platform as a Service (PaaS) Software as a Service (SaaS) Specialist Cloud Services (SCS) 3.2 Potential Providers will be required to specify which Lot(s) they are bidding for within the Service Submission Portal for each service tendered. ITT Open Procedure Attachment 1 Government Procurement Service G-Cloud 5 5

3.3 The scope of each Lot has been determined by the characteristics established by the G- Cloud Programme. The potential value of Call-Off Contracts placed under the Framework Agreement RM1557v is estimated at 200M. 3.4 Government policy may mandate that UK central Government departments, executive agencies and non-departmental public bodies purchase Available Services using this framework. Please note that any Government policy mandating the use of the framework will not confer an exclusive right to supply on Suppliers. Government may change its policy at any time during the term of the framework without liability to Suppliers. 4. PROCUREMENT TIMETABLE 4.1 The timetable for this Procurement is set out in the table below. 4.2 This timetable may be changed by the Authority at any time. Changes to any of the dates will be made in accordance with the Regulations (where applicable). Potential Providers will be informed through the e-sourcing Portal if the Authority decides that changes to this timetable are necessary. ACTIVITY 25.02.14 Despatch of the OJEU Contract Notice 25.02.14 Clarification period starts 25.02.14 e-sourcing Portal opens; Service Submission Portal opens; 19.03.14 Clarification period closes 28.03.14 Deadline for the publication of responses to Clarification questions 10.04.14 Deadline for submission of Tenders to the Authority at 15:00 hours ( Tender Submission Deadline ) 02.05.14 Intention to award notification issued to successful and unsuccessful Potential Providers. 03.05.14 10 day standstill commences (in accordance with Regulation 32) 13.05.14 10 day standstill ends (in accordance with Regulation 32) 14.05.14 Confirmation of Award 15.05.14 Expected Commencement Date for Framework Agreement(s) ITT Open Procedure Attachment 1 Government Procurement Service G-Cloud 5 6

5. COMPLETING AND SUBMITTING A TENDER 5.1 To participate in this competitive tendering exercise, you are required to submit a fully compliant Tender. To submit a fully compliant Tender you must submit a fully compliant response via the esourcing Suite. All relevant service documentation must be submitted via the Service Submission Portal. 5.2 The Authority utilises an esourcing Suite to provide governance around the sourcing process. All Potential Providers responses must be managed through this tool. You are therefore advised of the following: 5.2.1 It is your responsibility to ensure that you have submitted a fully compliant Tender. Guidance on the process can be found here http://gps.cabinetoffice.gov.uk/i-amsupplier/respond-tender 5.2.2 You should download the latest version of the guidance for each procurement tendered, as the documentation may be updated from time to time. 5.2.3 Any incomplete or incorrect submissions may be deemed non complaint, and as a result you may be unable to proceed further in the Procurement process. 5.2.4 You are strongly advised to allow plenty of time for the entering of responses into the esourcing Suite. It is advised that this activity be started as soon as possible and not be left until the day of the Tender Submission deadline. 5.2.5 You are advised that the submit button in the esourcing Suite must be pressed once the response is completed to ensure that this is visible to the Authority. It is your responsibility to ensure that this button is pressed before the submission deadline or your response will not be submitted and will result in your response being rejected. 5.2.6 You are also advised that the Service Submission Portal must be completed for the Available Services that are being tendered. You are required to enter all the required information and attachments and confirm that the details are correct and submit the response for each service. 5.3 PLEASE NOTE: YOU MUST ENSURE THAT ALL TENDERS ARE SUBMITTED FULLY FOR BOTH MANDATORY QUESTIONS ON THE E-SOURCING SUITE AND DOCUMENTS ON SERVICE SUBMISSION PORTAL OR RESPONSES SHALL BE DEEMED TO BE NON- COMPLIANT 5.4 Tender Preparation 5.4.1 You are strongly advised to read through all documentation first to ensure understanding of how to submit a fully compliant Tender. A fully compliant Tender requires each of the following documents to be completed and submitted to the Authority: 5.4.2 SELECTION QUESTIONNAIRE Section A, B, C, D and E (in the e-sourcing Suite); comprising of questionnaires which gather basic information about you and further information regarding your ability to provide the Available Services. The Selection Questionnaire is available in the e-sourcing Suite. You must complete each question contained in each section of the questionnaire; and AWARD QUESTIONNAIRE - Section A and B (in the e-sourcing Suite and separate Service Definitions for AQB1 via the Service Submission Portal) comprising of questionnaires which gather information regarding your proposal to enable the Authority to perform the Quality Evaluation and service Assurance. The Supplier Service Definitions element of the Award Questionnaire is handled via the Service Submission Portal, a compliant response will include a service definition document, Terms & Conditions document and a pricing document (please note that these documents must not rely on links to web pages and must contain all the content upon which you will rely to enable Contracting Bodies to assess the suitability of your Available Services). You must complete the Award Questionnaire as directed. ITT Open Procedure Attachment 1 Government Procurement Service G-Cloud 5 7

The Authority have developed a version of the Service Submission Portal, G-Cloud iii and 4 suppliers will be able to use their existing log on details but may need to reset their password to gain access to the portal. New Potential Providers will need to register and create a new log on and password; and FRAMEWORK POPULATION DATA comprising of a number of questions to gather data to enable the completion of the Framework Agreements for successful Suppliers. 5.5 Additional Materials, Documents and Attachments 5.5.1 A fully compliant Tender must adhere to the following instructions: 5.6 Data Entry 5.5.1.1 no additional attachments should be submitted with a Tender unless specifically requested by the Authority; 5.5.1.2 any additional documents requested by the Authority must only be attached within the Service Submission Portal where requested using a unique, un-ambiguous and relevant file name. Any documents must be submitted in the format requested by the Authority in the question. 5.6.1 A fully compliant Tender must adhere to the following instructions: 5.6.2 ALL mandatory questions MUST be submitted and responded to via esourcing Suite 5.6.3 ALL relevant service documentation MUST be submitted via the Service Submission Portal 5.6.3.1 all answers in the Tender must be inserted into the relevant answer box located beneath the relevant question in the e-sourcing Suite. No attachments are permitted via the e-sourcing Suite and all attachments should be submitted via the Service Submission Portal. Only information entered into the relevant answer box in the esourcing Suite supplied in accordance with the Authority's instructions will be taken into consideration for the purposes of evaluating a Tender; 5.6.3.2 the Tender must be submitted in the English (UK) language; 5.6.3.3 you must answer all questions accurately and concisely; 5.6.3.4 where a number of options are offered as a response to a question, please select the relevant option from the drop down selection as your response; 5.6.3.5 you must not answer questions by cross referring to other answers or to other materials (e.g. annual company reports located on a web site). Each question answered must be complete in its own right; 5.6.3.6 the Authority will disregard any part of a response to a question which exceeds the specified character limit (that is the excess will be disregarded, not the whole response). 5.7 Deadline for the submission of Tenders 5.7.1 All Tenders must be received by the Authority before the Tender Submission Deadline (see the Procurement Timetable in paragraph 4.2 for details). 5.7.2 Tenders received on or after the Tender Submission Deadline may be rejected by the Authority to ensure that all Potential Providers are treated fairly. The decision whether to reject a Tender received after the Tender Submission Deadline is made entirely at the Authority s discretion. 5.8 Uploading and submitting a Tender ITT Open Procedure Attachment 1 Government Procurement Service G-Cloud 5 8

5.8.1 You are responsible for ensuring that its Tender has been successfully completed in the esourcing Suite and required attachments submitted via the Service Submission Portal prior to the Tender Submission Deadline. 5.8.2 All Tenders must be submitted to the Authority using the esourcing Suite except for any required attachments which MUST be submitted via the Service Submission Portal. Tenders submitted by any other means will not be accepted. 5.8.3 Elements of a Tender may be opened and submitted as required at any time before the Tender Submission Deadline using the esourcing Suite and in the Service Submission Portal. Guidance for use of these is provided in Attachment 15. 5.8.4 A Potential Provider may modify and resubmit its Tender at any time prior to the Tender Submission Deadline. Upon the Tender Submission Deadline, the Potential Provider must satisfy itself that it has submitted all responses through the esourcing Suite and the Service Submission Portal. Tenders cannot be modified by Potential Providers after the Tender Submission Deadline. 5.8.5 Once registered a Potential Provider may withdraw from this Procurement by formally withdrawing via the esourcing Suite prior to the Tender Submission Deadline. Please refer to the guidance referred to in 5.2 for instructions on how to withdraw from this process. 5.9 Tender validity Period A Tender must remain valid and capable of acceptance by the Authority for a period of 120 days (plus the Alcatel period and any extension thereof) following the Tender Submission Deadline. A Tender with a shorter validity period will be rejected. ITT Open Procedure Attachment 1 Government Procurement Service G-Cloud 5 9

6. CONTRACTING ARRANGEMENTS (SUB-CONTRACTORS AND CONSORTIA) 6.1 It is important that your Tender conveys a complete and accurate picture of how the Authority s minimum requirements for legal, economic and technical capacity, as set out in the Selection Questionnaire, will be satisfied. This means the Authority needs clarity on how bids are structured in terms of organisations contributing to them. 6.2 The Tender must be completed in the name and voice of the economic operator (typically a company or similar legal entity), or in the case of a Consortium the economic operators, that will ultimately enter into a Framework Agreement with the Authority and therefore assumes liability for performance of the Framework Agreement (the Potential Provider ). 6.3 With the exception of sub-contractors identified in the service definitions (no organisation other than the Supplier will be able to provide Available Services through the Framework Agreement, whether group company, subsidiary, parent company, holding company, associated company, franchise or, fellow franchisee, strategic partner or organisation in any other relationship with the Supplier whatsoever. For the avoidance of doubt, the use of any kind of group companies associated with the Supplier can be only as sub-contractors identified in the service definitions. 6.4 The Authority is happy to receive and welcomes Tenders from economic operators collaborating as a Consortium or sub-contracting elements of its obligations. Where one of these approaches is adopted the following guidance set out in this paragraph must be followed. 6.5 Sub-contracting proposals 6.5.1 If you need to rely on the capability and/or experience of one or more sub-contractors in your Tender to demonstrate your ability to provide the Available Services in accordance with the requirements of the question and the Framework Agreement you must inform the Authority in your Tender. Any Potential Provider using this approach should indicate that it is a prime contractor for the purposes of responding to the relevant question(s) in the Selection Questionnaire. 6.5.2 A Potential Provider s Tender must clearly identify in their service definitions when it is relying on a sub-contractor to provide services, the name of the particular subcontractor and explain the sub-contractor s capability and experience. 6.5.3 The Authority does not require all sub-contractors be disclosed. It only requires a Potential Provider to disclose those sub-contractors who directly contribute to the Potential Provider's ability to meet its obligations under the Framework Agreement (including under any Call-Off Contract). There is no need to specify those subcontractors providing general services to the Potential Provider (such as window cleaners, lawyers, desktop software providers etc) that indirectly enable the Supplier to perform the Framework Agreement. For example if the Authority requires a Potential Provider to hold a particular licence then the Potential Provider may indicate that XYZ Co holds the licence and indicate that services covered by the scope of this licence will only be performed by its sub-contractor XYZ Co. 6.6 Consortium proposals 6.6.1 If a group of economic operators wish to act jointly to provide the Available Services they may do so: 6.6.1.1 with all parties signing the resultant Framework Agreement and assuming joint and several responsibility for performance of the Framework Agreement including any Call-Off Contract. Please note that in accordance with Regulation 28 the Authority may require the Consortium to form a single legal entity for the purpose of concluding the Framework Agreement; or 6.6.1.2 using a separate entity (often referred to as a special purpose vehicle or SPV ) who will ultimately enter into a Framework Agreement with the Authority. Please note that if the SPV does not yet exist or has a limited trading history it is likely that the Consortium members will need to nominate a guarantor for the SPV s performance of the Framework Agreement. ITT Open Procedure Attachment 1 Government Procurement Service G-Cloud 5 10

6.7 Queries 6.6.2 The Consortium should nominate a Lead Contact to lead the bidding process. If the SPV exists, then the Lead Contact should lead and complete the Tender as the SPV in its name and voice. If the SPV does not yet exist or the Consortium plans to collaborate on a joint and several basis, then the Consortium should nominate a Lead Contact to complete the Tender on behalf of all the Consortium members. 6.6.3 Where the Potential Provider relies on the capability and/or experience of one or more Consortium members in its Tender to demonstrate the Consortium s ability to provide the Available Services in accordance with the requirements of the ITT and the Framework Agreement it must inform the Authority in its Tender. 6.6.4 A Potential Provider s Tender must clearly identify in response to any question, when it is relying on another Consortium member, the name of the particular Consortium member and explain the Consortium member s capability and experience as the context of the question requires. 6.7.1 It is difficult for these instructions to deal with all potential Consortium and subcontracting scenarios. If you are unsure how to classify and communicate your contracting arrangements in your Tender, then you should contact the Authority at the earliest opportunity in accordance with paragraph 7.1 6.8 Changes to the contracting arrangements 6.8.1 The Authority recognises that arrangements in relation to Consortia and subcontracting may be subject to occasional change. You should therefore respond in the light of such arrangements as are currently envisaged. You are reminded that any future change in relation to the Consortium membership and sub-contracting arrangements must be notified to the Authority at the earliest opportunity. 7. QUESTIONS AND CLARIFICATIONS 7.1 You may raise questions or seek clarification regarding any aspect of this Procurement at any time prior to the Tender Clarifications Deadline as per the Procurement Timetable in set out paragraph 4.2. Questions must be submitted using the messaging facility provided within the e-sourcing Suite. This is not an invitation to seek to renegotiate the terms and conditions of the Framework Agreement or Call-Off Contract. 7.2 You are reminded that the Terms and Conditions have changed from those published under G-Cloud 4. The Authority has published the clarification questions and answers from G-Cloud iii and 4 so that Potential Providers can refer to the answers given previously. Changes to the Terms and Conditions have been highlighted in Attachment 12. 7.3 The Authority will not enter into exclusive discussions regarding the requirements of this Procurement with you. 7.4 To ensure that all Potential Providers have equal access to information regarding this Procurement, the Authority will publish all its responses to questions raised by Potential Providers. 7.5 All responses to Potential Providers questions will be published by the Authority in a Questions and Answers document, which will be available in the RFx Attachments section of the e-sourcing Suite. 7.6 Responses to questions will not identify the originator of the question and will be answered in batches, rather than one at a time, with updates appearing at regular (approximately two to three working day) intervals. The Authority will endeavour to publish responses to all questions outstanding at the end of the clarification period, within four working days following the Tender Clarifications Deadline. 7.7 If you wish to ask a question or seek clarification without the Authority revealing the question and the answer on the e-sourcing Suite, then you must notify the Authority and provide its justification for withholding the question and any response. If the Authority does not consider that there is sufficient justification for withholding the question and the corresponding response, the Authority will invite you to decide whether: ITT Open Procedure Attachment 1 Government Procurement Service G-Cloud 5 11

7.7.1 the question/clarification and the response should in fact be published; or 7.7.2 you wish to withdraw the question/clarification. 7.8 You are responsible for monitoring the e-sourcing Suite and the Questions and Answers document in particular, for any responses to questions, general clarifications or other information issued by the Authority. Answers to such questions may contain important information that may affect how you complete your Tender. ITT Open Procedure Attachment 1 Government Procurement Service G-Cloud 5 12

8. OVERVIEW OF THE EVALUATION PROCESS 8.1 Paragraphs 9 and 10 below set out and explain the procedure, stages and process by which the Authority will assess a Potential Provider s Tender. The evaluation procedure is divided into two key stages: 8.1.1 Qualification Stage Evaluation The Authority will assess responses to the Selection Questionnaire in accordance with paragraph 9.3 below, the Qualification Stage Evaluation. 8.1.2 Award Stage Evaluation The Authority will assess responses to the Award Questionnaire in accordance with paragraph 10 below, the Award Stage Evaluation. 8.2 Tenders that do not meet the selection criteria at the Qualification Stage will be disqualified from further consideration in this Procurement and will not be evaluated at the Award Stage. 9. QUALIFICATION STAGE EVALUATION 9.1 Part 1 9.1.1 Prior to commencing the formal evaluation process, Tenders will be checked to ensure they are compliant with the requirements of this ITT. Any non-compliant Tenders may be rejected by the Authority without proceeding to the next stage of evaluation. This compliance check will apply to information submitted in response to the Questionnaires within the e-sourcing Suite and the Service Description information submitted via the Service Submission Portal. 9.2 Part 2 Selection Questionnaire Section E Background Questions 9.2.1 The Potential Provider is required to provide answers to all questions in this section within the e-sourcing Suite. 9.3 Part 3 - Selection Questionnaire Section B Grounds for Rejection 9.3.1 In certain circumstances the Authority is required by law to exclude Potential Provider from participating in this Procurement. If a Potential Provider cannot answer No to every statement in questions SQB1a-i (in the e-sourcing Suite) it is very likely its Tender will be rejected and disqualified from further participation in this Procurement. 9.3.2 The Authority is entitled (in its sole discretion) to exclude a Potential Provider from further participation in this Procurement if any of the statements in response to question SQB2(a-h) (Discretionary grounds for rejection) or SQB3.1 or 3.2 apply. If a Potential Provider cannot answer No to every statement it is possible that its Tender will be rejected and disqualified from further participation in this Procurement. If any of the statements do apply, the Potential Provider should set out the full facts of the relevant incident and any remedial actions taken. The information provided will be taken into account by the Authority in considering whether or not the Tender will be permitted to proceed any further in this Procurement. 9.4 Part 4 Selection Questionnaire Sections A, C and D Pass/Fail Questions 9.4.1 The Potential Provider is required to provide Yes/No answers to all these questions within the e-sourcing Suite. With the exception of SQD1 (a-d), the Potential Provider will be excluded from further participation in this Procurement if they provide a No response. 9.5 Qualification of Tenders for the Award Stage evaluation 9.5.1 Following evaluation of Tenders at this Qualification Stage, those Potential Providers whose Tenders: 9.5.1.1 pass the compliance check at Part 1 above; 9.5.1.2 answer Yes to all the questions in Section A, C and D of the Selection Questionnaire at Part 4; and ITT Open Procedure Attachment 1 Government Procurement Service G-Cloud 5 13

9.5.1.3 meet the Regulation 23 good standing checks at Part 3 above; will proceed to the Award Stage Evaluation (as described in paragraph 10). All other Tenders will be disqualified from further consideration for the purposes of this Procurement. 9.6 Qualification Stage - Evaluation Summary Table Section Section A Technical and Professional Ability SQA1 Provision Of Cloud Services Essential Characteristics Compliance/Evaluated Pass / Fail SQA2 Provision Of Cloud Services Definition Pass / Fail SQA3 Skills And Resources Pass / Fail SQA4 Description Of Services Pass / Fail SQA5 Proof Of Claims Pass / Fail Section B Grounds for Rejection SQB1 Grounds for Mandatory Rejection (ineligibility) Compliance SQB2 Discretionary Grounds for Rejection Compliance SQB3 Tax Compliance Compliance Section C Terms of Participation & Compliance SQC1 Terms of Participation Pass / Fail SQC2 Declaration of Compliance Pass / Fail Section D Framework Specifics SQD1 Non UK Businesses only Compliance SQD2 Employers Liability Insurance Pass / Fail Section E Background Questions SQE1a Legal Name and Address of Organisation, Company Registration Number, date and place of Registration Compliance SQE1b VAT Registration Number Compliance SQE1c Trading Name Compliance SQE1d Type of Organisation Compliance SQE1e Other Type of Organisation Compliance SQE1f Organisation Size Compliance SQE2a Consortia, Special Purpose Vehicles and Sub-Contracting Compliance Maximum Available Mark if scored ITT Open Procedure Attachment 1 Government Procurement Service G-Cloud 5 14

10. AWARD STAGE EVALUATION 10.1 Tenders successfully completing the initial qualification stage described above will then be taken through to the Award Stage evaluation phase. 10.2 The Award Stage evaluation will comprise of: 10.2.1 an evaluation of Potential Providers answers to the Award Questionnaire, termed the Quality Evaluation Process. 10.3 Quality Evaluation Process By the correct completion of the Award Questionnaire described in section 5.45.4. Formatte Section Marking Scheme Maximum Available Scores Section Weighting % SECTION A MANDATORY QUESTIONS AQA1 AQA2 G-Cloud 5 Framework Terms and Conditions Transparency and Providing Management Information (MI) to the Authority Pass/Fail N/A N/A Pass/Fail N/A N/A SECTION B CONFIRMATION OF COMPLETION AQB1 AQB2 AQB3 AQB4 AQB5 Confirmation of completion of Service Submission Portal Confirmation of attachment of terms and conditions Confirmation of attachment of pricing document Confirmation of attachment of SFIA rate table (if applicable) Confirmation of attachment of Service Definition Document Pass/Fail N/A N/A Pass/Fail N/A N/A Pass/Fail N/A N/A Pass/Fail N/A N/A Pass/Fail N/A N/A ITT Open Procedure Attachment 1 Government Procurement Service G-Cloud 5 15

11. FINAL DECISION TO AWARD 11.1 Following evaluation of Tenders in accordance with the evaluation process set out in this ITT, those Potential Providers who offer viable Available Services and have passed all mandatory questions will be awarded a Framework Agreement. 11.2 The Authority will inform all Potential Providers via the e-sourcing Suite of its intention to award a Framework Agreement. 11.3 Following a standstill period of 10 calendar days, the Alcatel period, and any extension thereof and subject to there being no legal obstacle to that intention, a Framework Agreement will be formally awarded, subject to contract, to the successful Potential Providers. ITT Open Procedure Attachment 1 Government Procurement Service G-Cloud 5 16

12. GLOSSARY Accreditation Assurance Authority Available Services Award Questionnaire Award Stage Means the process described in paragraph 1.7.2 and in further detail here: http://gcloud.civilservice.gov.uk/supplierzone/accreditation/ means the process described in paragraph 1.7.2 and in further detail here: http://gcloud.civilservice.gov.uk/supplierzone/assurance/. means the Minister for the Cabinet Office ( Cabinet Office ) represented by Government Procurement Service which is a trading fund of the Cabinet Office whose offices are located at 9th Floor, The Capital, Old Hall Street, Liverpool, L3 9PP. means the services that may be provided by Suppliers appointed to the Framework Agreement as set out at Schedule 1 (G-Cloud Services) of the Framework Agreement; means the award questionnaire set out in the e-sourcing Suite; means the part of the evaluation process described in paragraph 8.1.2; Background Questions has the meaning in paragraph 9.2 Catalogue Call-Off Contract CloudStore Contracting Body e-sourcing Suite Framework Agreement means the CloudStore or such or any subsequent pangovernment catalogue or such other medium as the Authority may determine; means a specific contract awarded by a Contracting Body under the terms of the Framework Agreement; means the catalogue whereby service descriptions are available for buyers to be able to search and subsequently select for purchase; means the Authority and/or any other Contracting Bodies described in the OJEU Contract Notice; means online tender management and administration system used by the Authority which can be found at https://ukgps.emptoris.com; means the contract set out in Attachment 4 of this ITT to be entered into between the Authority and successful Potential Provider(s) at the conclusion of this Procurement; Framework Schedule Group Invitation to Tender or ITT Management Charge means a schedule to the Framework Agreement; means in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company. Holding company and subsidiary shall mean a "holding company" and "subsidiary" as defined in section 1159 of the Companies Act 2006; means this invitation to tender document incorporating the Terms of Participation and all related documents published by the Authority in relation to this Procurement; means the sum paid by the Supplier to the Authority being an amount of up to a maximum of 1% but currently set at ITT Open Procedure Attachment 1 Government Procurement Service G-Cloud 5 17

Management Information or MI OJEU Contract Notice 0.5 per cent (0.5%) of all Charges for the Services invoiced to the Contracting Bodies (net of VAT) in each Month throughout the Term and thereafter until the expiry or earlier termination of any Call-Off Contract; means the management information specified in Attachment 4 - Framework Agreement in Schedule 4 (Management Information); means the advertisement for this Procurement issued in the Official Journal of the European Union; Potential Provider has the meaning in paragraph 6.2 Procurement means the process used to establish a Framework Agreement that facilitates the supply of the Services to Contracting Bodies as described in the OJEU Contract Notice; Qualification Stage has the meaning in paragraph 8.1.1; Quality Evaluation Regulations Selection Questionnaire Service Submission Portal Supplier Tender Clarifications Deadline Tender Submission Deadline Tender Terms and Conditions means the qualitative evaluation of a Tender undertaken during the Award Stage; means the Public Contracts Regulations 2006, as amended from time to time (located at http://www.opsi.gov.uk/si/si2006/20060005.htm) and the Public Contracts (Scotland) Regulations 2006; means the selection questionnaire set out in the e-sourcing Suite; means the portal used to upload service definition, Terms and Conditions and pricing documents required to submit response to GPS - http://gcloudcatalogue.cabinetoffice.gov.uk/supplier/ means a Potential Provider with whom the Authority has concluded a Framework Agreement; means the time and date set out in paragraph 4.2 for the latest submission of clarification questions; means the time and date set out in 4.2 for the latest uploading of Tenders; means the Potential Provider s formal offer in response to the Invitation to Tender; and means the supplier terms and conditions submitted for each service in response to Invitation to Tender. ITT Open Procedure Attachment 1 Government Procurement Service G-Cloud 5 18

SELECTION QUESTIONNAIRE RESPONSE GUIDANCE, EVALUATION AND MARKING SCHEME FOR G-Cloud 5 REFERENCE NUMBER RM1557v ATTACHMENT 2

1 INTRODUCTION 1.1 This document provides an overview of the methodology which will be adopted by the Authority to evaluate your response to each question set out within the Selection Questionnaire within the esourcing Suite. It also sets out the Marking Scheme which will apply. For the avoidance of doubt, references to you in this document shall be references to the Potential Provider. 1.2 The defined terms used in the ITT document (Attachment 1) shall apply to this document. 2 OVERVIEW 2.1 The Selection Questionnaire is broken down into the following sections: SECTION A TECHNICAL AND PROFESSIONAL ABILITY SECTION B GROUNDS FOR REJECTION SECTION C TERMS OF PARTICIPATION AND COMPLIANCE SECTION D FRAMEWORK SPECIFICS SECTION E BACKGROUND If you fail to provide a response to any applicable question of the Selection Questionnaire, your Tender may be deemed to be non-compliant. If a Tender is deemed to be non-compliant, the Tender will be rejected and excluded from further participation in this Procurement. Selection Questionnaire Response Guidance, Evaluation and Marking Scheme Attachment 2 Government Procurement Service G-Cloud 5 RM1557v Version 1.0 2

Section A Technical & Professional Ability [SQA1] Provision Of Cloud Services Essential Characteristics Please confirm, by selecting YES or No, that the Cloud Service(s) that you are tendering for the Cloud Store Catalogue in your response within the Service Submission Portal at question AQB1 (Award Questionnaire Section B see attachment 3 for guidance) have the following essential characteristics: 1. On-demand self-service. A Contracting Body can unilaterally provide computing capabilities, such as server time and network storage, as needed automatically without requiring human interaction with each Supplier. 2. Broad network access. Capabilities are available over the network and accessed through standard mechanisms that promote use by heterogeneous thin or thick client platforms (e.g., mobile phones, tablets, laptops, and workstations). 3. Resource pooling. The Suppliers computing resources are pooled to serve multiple consumers using a multi-tenant model, with different physical and virtual resources dynamically assigned and reassigned according to consumer demand. There is a sense of location independence in that the Contracting Body generally has no control or knowledge over the exact location of the provided resources but may be able to specify location at a higher level of abstraction (e.g., country, state, or data centre). Examples of resources include storage, processing, memory, and network bandwidth. 4. Rapid elasticity. Capabilities can be elastically provisioned and released, in some cases automatically, to scale rapidly outward and inward commensurate with demand. To the Contracting Body, the capabilities available for provisioning often appear to be unlimited and can be appropriated in any quantity at any time. 5. Measured service. Cloud systems automatically control and optimize resource use by leveraging a metering capability at some level of abstraction appropriate to the type of service (e.g., storage, processing, bandwidth, and active user accounts). Resource usage can be monitored, controlled, and reported, providing transparency for both the Supplier and the Contracting Body of the utilized service. Response Guidance You are required to confirm, by selecting YES that the service(s) that you are tendering have the required characteristics as defined in the question. You should note that compliance with this statement will be checked as part of the Assurance process. If the Assurance process determines that this is not the case and your services do not meet the required characteristics then the affected service will be removed from the CloudStore. Marking Scheme Pass Fail Evaluation Guidance You have selected YES to confirm that the service(s) that you are tendering have the required characteristics as defined in the question You should note that compliance with this statement will be checked as part of the Assurance process. If the Assurance process determines that this is not the case then the affected service will be removed from the CloudStore. The Potential Provider confirms by selecting No that the service(s) that they are tendering do not have the required characteristics as defined in the question Or The question is unanswered Selection Questionnaire Response Guidance, Evaluation and Marking Scheme Attachment 2 Government Procurement Service G-Cloud 5 RM1557v Version 1.0 3

[SQA2] Provision Of Cloud Services - Definition Please confirm, by selecting YES or No, that you are able to provide Cloud Services as defined in Framework Agreement Schedule 1 (G-Cloud Services). Response Guidance You are required to confirm by selecting YES that you have the capacity to provide Cloud Services as defined in Framework Agreement Schedule 1 (G-Cloud Services) and the link to the list of NIST definitions is shown below. The list can be accessed at: http://csrc.nist.gov/publications/nistpubs/800-145/sp800-145.pdf Marking Scheme Pass Fail Evaluation Guidance You confirm that you can provide Cloud Services as defined in Framework Agreement Schedule 1 (G-Cloud Services), by selecting YES from the drop down list. You confirm that you cannot provide Cloud Services as defined in Framework Agreement Schedule 1 (G-Cloud Services), by selecting NO from the drop down list. Or You have not answered this question. [SQA3] Skills And Resources Please confirm, by selecting YES or No, that your organisation currently has the skills and resources necessary to deliver and support the Cloud based services as described in your response within the Service Submission Portal at question AQB1. Response Guidance You are required to confirm by selecting YES that you currently have the skills and resources necessary to deliver and support the Cloud based services as specified in the ITT and the OJEU Notice. Marking Scheme Pass Fail Evaluation Guidance You have confirmed that you currently have the skills and resources necessary to deliver and support the Cloud based services as described in your response within the Service Submission Portal at question AQB1 by selecting YES from the drop down list. You have confirmed that you do not currently have the skills and resources necessary to deliver and support the Cloud based services as described in your response within the Service Submission Portal at question AQB1 by selecting NO from the drop down list. Or You have not answered this question. [SQA4] Description Of Services Please confirm, by selecting YES or NO, that you have fully described the operation of all the proposed services you are tendering in the Service Definition (see attachment 13 Service Definition Document Selection Questionnaire Response Guidance, Evaluation and Marking Scheme Attachment 2 Government Procurement Service G-Cloud 5 RM1557v Version 1.0 4

Guidance) and supporting questions required for the CloudStore Catalogue in your response within the Service Submission Portal at question AQB1. Response Guidance You are required to confirm by selecting YES that you have fully described the operation of all the proposed services in the Service Definition in your response within the Service Submission Portal at question AQB1. Marking Scheme Pass Fail Evaluation Guidance You have confirmed that you have fully described the operation of all the proposed services in the Service Definition and supporting questions in your response within the Service Submission Portal at question AQB1, by selecting YES from the drop down list. You have confirmed that you have not fully described the operation of all the proposed services in the Service Definition in your response within the Service Submission Portal at question AQB1, by selecting NO from the drop down list. Or You have not answered this question. Selection Questionnaire Response Guidance, Evaluation and Marking Scheme Attachment 2 Government Procurement Service G-Cloud 5 RM1557v Version 1.0 5

[SQA5] Proof Of Claims Please confirm, by selecting YES or NO, that you are prepared to provide such proof of any claims made in this ITT, your Catalogue entries and Service Definitions as provided in your response within the Service Submission Portal at question AQB1 required for the service Assurance process and by Contracting Bodies. Response Guidance You are required to confirm by selecting YES that you are prepared to provide such proof of any claims made in this ITT, Catalogue entries and Service Definitions in your response within the Service Submission Portal at question AQB1 as required for the service Assurance process (as detailed on the G-Cloud website at http://gcloud.civilservice.gov.uk/supplier-zone/assurance) and by the Contracting Bodies. Marking Scheme Pass Fail Evaluation Guidance You have confirmed that you are prepared to provide such proof of any claims made in this ITT, Catalogue entries and Service Definitions as required for the service Assurance process and by the Contracting Bodies upon request, by selecting YES from the drop down list. You have confirmed that you are not prepared to provide such proof of any claims made in this ITT, Catalogue entries and Service Definitions as required for the service Assurance process and by the Contracting Bodies upon request, by selecting NO from the drop down list. Or You have not answered this question Selection Questionnaire Response Guidance, Evaluation and Marking Scheme Attachment 2 Government Procurement Service G-Cloud 5 RM1557v Version 1.0 6

Section B Grounds for Rejection [SQB1a] [SQB1i] Grounds for Mandatory Rejection (ineligibility) [SQB1a] Has your organisation or any directors or partner or any other person who has powers of representation, decision or control been convicted of conspiracy within the meaning of section 1 or 1A of the Criminal Law Act 1977 or article 9 or 9A of the Criminal Attempts and Conspiracy (Northern Ireland) Order 1983 where that conspiracy relates to participation in a criminal organisation as defined in Article 2 of Council Framework Decision 2008/841/JHA (as amended)? [SQB1b] Has your organisation or any directors or partner or any other person who has powers of representation, decision or control been convicted of corruption within the meaning of section 1(2) of the Public Bodies Corrupt Practices Act 1889 or section 1 of the Prevention of Corruption Act 1906, where the offence relates to active corruption ( active corruption means corruption as defined in Article 3 of the Council Act of 26 May 1997 or Article 3(1) of Council Joint Action 98/742/JHA)? [SQB1c] Has your organisation or any directors or partner or any other person who has powers of representation, decision or control been convicted the offence of bribery, where the offence relates to active corruption ( active corruption means corruption as defined in Article 3 of the Council Act of 26 May 1997 or Article 3(1) of Council Joint Action 98/742/JHA)? [SQB1d] Has your organisation or any directors or partner or any other person who has powers of representation, decision or control been convicted of bribery within the meaning of section 1 or 6 of the Bribery Act 2010? [SQB1e] Has your organisation or any directors or partner or any other person who has powers of representation, decision or control been convicted of fraud, where the offence relates to fraud affecting the financial interests of the European Communities as defined by Article 1 of the Convention relating to the protection of the financial interests of the European Communities within the meaning of: [SQB1e(i)] the offence of cheating the Revenue? [SQB1e(ii)] the offence of conspiracy to defraud? [SQB1e(iii)] fraud or theft within the meaning of the Theft Act 1968, the Theft Act (Northern Ireland) 1969, the Theft Act 1978 or the Theft (Northern Ireland) Order 1978? [SQB1e(iv)] fraudulent trading within the meaning of section 458 of the Companies Act 1985, article 451 of the Companies (Northern Ireland) Order 1986 or section 993 of the Companies Act 2006? [SQB1e(v)] fraudulent evasion within the meaning of section 170 of the Customs and Excise Management Act 1979 or section 72 of the Value Added Tax Act 1994? [SQB1e(vi)] an offence in connection with taxation in the European Community within the meaning of section 71 of the Criminal Justice Act 1993? [SQB1e(vii)] destroying, defacing or concealing of documents or procuring the execution of a valuable security within the meaning of section 20 of the Theft Act 1968 or section 19 of the Theft Act (Northern Ireland) 1969? [SQB1e(viii)] fraud within the meaning of section 2, 3 or 4 of the Fraud Act 2006? [SQB1e(ix)] making, adapting, supplying or offering to supply articles for use in frauds within the meaning of section 7 of the Fraud Act 2006? [SQB1f] Has your organisation or any directors or partner or any other person who has powers of representation, decision or control been convicted of money laundering within the meaning of section 340(11) of the Proceeds of Crime Act 2002? [SQB1g] Has your organisation or any directors or partner or any other person who has powers of representation, decision or control been convicted of an offence in connection with the proceeds of criminal conduct within the meaning of section 93A, 93B or 93C of the Criminal Justice Act 1988 or article 45, 46 or 47 of the Proceeds of Crime (Northern Ireland) Order 1996? Selection Questionnaire Response Guidance, Evaluation and Marking Scheme Attachment 2 Government Procurement Service G-Cloud 5 RM1557v Version 1.0 7

[SQB1h] Has your organisation or any directors or partner or any other person who has powers of representation, decision or control been convicted of an offence in connection with the proceeds of drug trafficking within the meaning of section 49, 50 or 51 of the Drug Trafficking Act 1994? [SQB1i] Has your organisation or any directors or partner or any other person who has powers of representation, decision or control been convicted of any other offence within the meaning of the Public Sector Directive 2004/18/EC as defined by the national law of any relevant State? [SQB1a] [SQB1i] Response Guidance You are required to select YES or NO for each statement listed in question SQB1a-i. In some circumstances the Authority is required by law to exclude Potential Providers from participating further in this Procurement. If you cannot answer NO to every question in this section it is very unlikely that your Tender will be accepted, and you should contact the Authority for advice before completing your Tender. Selection Questionnaire Response Guidance, Evaluation and Marking Scheme Attachment 2 Government Procurement Service G-Cloud 5 RM1557v Version 1.0 8

[SQB2a] [SQB2i] Discretionary Grounds for Rejection Are any of the following statements true of your organisation? [SQB2a] being an individual, is a person in respect of whom a debt relief order has been made or is bankrupt or has had a receiving order or administration order or bankruptcy restrictions order or a debt relief restrictions order made against him or has made any composition or arrangement with or for the benefit of his creditors or has made any conveyance or assignment for the benefit of his creditors or appears unable to pay or to have no reasonable prospect of being able to pay, a debt within the meaning of section 268 of the Insolvency Act 1986, or article 242 of the Insolvency (Northern Ireland) Order 1989, or in Scotland has granted a trust deed for creditors or become otherwise apparently insolvent, or is the subject of a petition presented for sequestration of his estate, or is the subject of any similar procedure under the law of any other state? [SQB2b] being a partnership constituted under Scots law, has granted a trust deed or become otherwise apparently insolvent, or is the subject of a petition presented for sequestration of its estate. [SQB2c] being a company or any other entity within the meaning of section 255 of the Enterprise Act 2002, has passed a resolution or is the subject of an order by the court for the company s winding up otherwise than for the purpose of bona fide reconstruction or amalgamation, or has had a receiver, manager or administrator on behalf of a creditor appointed in respect of the company s business or any part thereof or is the subject of similar procedures under the law of any other state? [SQB2d] Has your organisation been convicted of a criminal offence relating to the conduct of your business or profession? [SQB2e] Has your organisation committed an act of grave misconduct in the course of your business or profession? [SQB2f] Has your organisation failed to fulfil obligations relating to the payment of social security contributions under the law of any part of the United Kingdom or of the relevant State in which it is established? [SQB2g] Has your organisation failed to fulfil obligations relating to the payment of taxes under the law of any part of the United Kingdom or of the relevant State in which it is established? [SQB2h] Has your organisation been found guilty of serious misrepresentation in providing any information referred to within regulation 23, 24, 25, 26 or 27 of the Regulations, or has not provided such information in response to a request by the contracting authority? [SQB2i] If you selected YES for any questions SQB2a to SQB2h, you should set out the full facts of the relevant incident and any remedial actions taken in the box provided. The information provided will be taken into account by the Authority in considering whether or not your Tender will be permitted to proceed any further in this Procurement. [SQB2a] [SQB2h] Response Guidance You are required to select YES or NO for each statement listed in question SQB2a-h. If you answer YES to any of the above questions, it is possible that your Tender might not be accepted. In the event that you answer YES to any of the above questions, please set out, in the space provided at SQB2i, full details of the relevant incident and any remedial action taken subsequently. The information provided will be taken into account by the Authority in considering whether or not you will be able to proceed any further in respect of this Procurement. The Authority is also entitled to exclude you in the event that you are guilty of serious misrepresentation in providing any information referred to within regulation 23, 24, 25, 26 or 27 of the Regulations or the Potential Provider fails to provide any such information requested by the Authority. Selection Questionnaire Response Guidance, Evaluation and Marking Scheme Attachment 2 Government Procurement Service G-Cloud 5 RM1557v Version 1.0 9

[SQB3] Tax Compliance The Authority seeks to ensure that any organisation with whom it contracts has a history of Tax Compliance in the relevant States in which it operates. Under the Public Contracts Regulations 2006, an Authority can disqualify a supplier from participating in a procurement process if it has not fulfilled its tax obligations under UK law or of the relevant State in which the economic operator is established. Disclosure of Tax Avoidance Scheme (DOTAS) is the legislative regime which requires promoters and taxpayers to disclose to HMRC the marketing or the use of certain tax avoidance arrangements. A failed DOTAS scheme is one which has been shown either through litigation or through settlement not to achieve the tax result that it set out to obtain. [SQB3.1] Please select YES or NO to indicate whether from 1 April 2013 onwards your organisation s tax affairs have given rise to a criminal conviction for tax related offences which is unspent, or to a penalty for civil fraud or evasion? YES - From 1 April 2013 onwards your organisation s tax affairs HAVE given rise to a criminal conviction for tax related offences which is unspent, or to a penalty for civil fraud or evasion. NO - From 1 April 2013 onwards your organisation s tax affairs HAVE NOT given rise to a criminal conviction for tax related offences which is unspent, or to a penalty for civil fraud or evasion. [SQB3.2] Please select YES or NO to indicate whether from 1 April 2013 onwards any of your organisation s tax returns submitted on or after 1 October 2012 been found to be incorrect as a result of: Selection Questionnaire Response Guidance, Evaluation and Marking Scheme Attachment 2 Government Procurement Service G-Cloud 5 RM1557v Version 1.0 10 HMRC successfully challenging it under the General Anti-Abuse Rule (GAAR) or the Halifax abuse principle; or the failure of an avoidance scheme which your organisation was involved in and which was, or should have been, notified under the DOTAS. YES - From 1 April 2013 onwards your organisation s tax returns submitted on or after 1 October 2012 HAVE been found to be incorrect as a result of HMRC successfully challenging it under the General Anti-Abuse Rule (GAAR) or the Halifax abuse principle or the failure of an avoidance scheme which your organisation was involved in and which was, or should have been, notified under the DOTAS. NO - From 1 April 2013 onwards your organisation s tax returns submitted on or after 1 October 2012 HAVE NOT been found to be incorrect as a result of HMRC successfully challenging it under the General Anti- Abuse Rule (GAAR) or the Halifax abuse principle or the failure of an avoidance scheme which your organisation was involved in and which was, or should have been, notified under the DOTAS. [SQB3.3a] If you have responded YES to either SQB3.1 or SQB3.2, please provide the following information: - A brief description of the occasion, the tax to which it applied, and the type of non-compliance i.e. GAAR, Halifax Abuse Principle etc; - The date of the original non-compliance and the date of any judgement against the Potential Provider, or date when the return was amended; and - The level of any penalty or criminal conviction applied. [SQB3.3b] If you have responded YES to either SQB3.1 or SQB3.2, please provide the following information: Details of any mitigating factors, including but not limited to: - Corrective action undertaken by your organisation to date; - Planned corrective action to be taken; - Changes in personnel or ownership since the occasion; and - Changes in financial, accounting, audit or management procedures since the occasion. Response Guidance You are required to select YES or NO for questions SQB3.1 and SQB3.2. If you select YES to questions SQB3.1 or SQB3.2 then you must provide the further information requested in SQB3.3a and SQB3.3b. The information provided at SQB3.3a and SQB3.3b will be taken into account by the Authority in considering whether or not your Tender will be permitted to proceed any further in this Procurement.

Section C Terms of Participation & Compliance [SQC1] Terms of Participation You must select YES or NO to indicate whether you have read, understood and fully accept the Terms of Participation, as published in Attachment 5, without caveats or limitations. YES - You have read, understood and fully accepted the Terms of Participation as published in Attachment 5 without caveats or limitations. NO - You have not read, and/or understood and /or fully accepted the Terms of Participation as published in Attachment 5 without caveats or limitations. Response Guidance This is a PASS/FAIL question. If you fail to select YES without caveats or limitations, you will be unable to continue in this Procurement. Providing a YES response means you fully accept, without caveats or limitations, the Terms of Participation as published at Attachment 5. If you are unable to accept the Terms of Participation as published at Attachment 5 without caveats or limitations, by selecting NO (or not answering the question) then you will be unable to continue in this Procurement. Marking Scheme Pass Fail Evaluation Guidance By selecting YES, you confirm that you have read, understood and fully accept the Terms of Participation as published in the Attachment 5 without caveats or limitations. By selecting NO, you confirm that you have not read, and/or understood and/or fully accepted the Terms of Participation as published in Attachment 5, without caveats or limitations. [SQC2] DECLARATION OF COMPLIANCE You must select YES or NO to indicate whether you have read, understood and comply with each of the statements contained within Attachment 6 Declaration of Compliance. YES - You have read, understood and comply with each of the statements contained within Attachment 6 - Declaration of Compliance. NO - You have not read, and/or understood and/or cannot comply with each of the statements contained within Attachment 6 - Declaration of Compliance. Response Guidance This is a PASS/FAIL question. If you fail to select YES, you will be unable to continue in this Procurement. Selecting YES confirms that you have fully read, understood and comply with each of the statements contained within the Declaration of Compliance as published at Attachment 6. If you are unable to confirm that you have fully read, understood and can comply with each of the statements contained within the Declaration of Compliance as published at Attachment 6, by selecting NO then you will be unable to continue in this Procurement. Marking Scheme Pass Fail Evaluation Guidance You have selected YES, confirming that you have read, understood and comply with each of the statements contained within Attachment 6 Declaration of Compliance. You have selected NO, confirming that you have not read, understood and/or cannot comply with each of the statements contained within Attachment 6 Declaration of Compliance. Selection Questionnaire Response Guidance, Evaluation and Marking Scheme Attachment 2 Government Procurement Service G-Cloud 5 RM1557v Version 1.0 11

Section D Framework Specifics [SQD1a]Please select YES or NO to indicate whether or not your business is established in the UK. YES NO Your business is established in the UK Your business is not established in the UK [SQD1b] [SQD1e] Non UK Businesses Only [SQD1b] Is your business registered with the appropriate trade or professional register(s) in the EU member state where it is established (as set out in Annexes IX A-C of Directive 2004/18/EC, as amended) under the conditions laid down by that member state). [SQD1c] If you selected NO to question SQD1b please give reasons. [SQD1d] Is it a legal requirement in the State where you are established for you to be licensed or to be a member of a relevant organisation in order to provide the Required Services? [SQD1e] If you selected YES to question SQD1c, please provide details of what is required and confirm that you have complied with this. [SQD1a] [SQD1d] Response Guidance If you select YES to question SQD1a you do not need to provide a response to the remainder of SQD1a and can move to question SQD2 If you are a non UK company you are required to select YES or NO from the drop down list to each of the statements in questions SQD1b and SQD1d. If you select NO to question SQD1b or YES to question SQD1d then you must provide reasons in SQD1c or SQD1e as appropriate. [SQD2] Employers Liability Insurance Please select YES, NO or N/A to indicate whether your organisation has, or will have prior to framework award, Employer s Liability insurance of at least 5million. YES Your organisation has, or will have in place, Employer s Liability insurance of at least 5million and you will provide certification prior to framework award. NO - Your organisation does not have, and will not have in place Employer s Liability insurance of at least 5million prior to framework award. N/A - Your organisation does not require Employer s Liability insurance of at least 5million because your organisation employs only the owner or close family members. Employer s Liability insurance is a legal requirement except for businesses employing only the owner / close family members. Please note that N/A will therefore apply if your organisation employs only the owner or close family members. Response Guidance You must indicate whether you have, or will have, Employer's Liability insurance of at least 5million and be able to provide a valid in-date certification as evidence of the insurance being in place prior to framework award. If you indicate by selecting NO that your organisation does not have Employer's Liability insurance of at least 5million and will be unable to provide valid in-date certification as evidence of the insurance being in place prior to framework award then you will fail this question and be excluded from this Procurement. Marking Scheme Pass Evaluation Guidance By selecting YES, you confirm that your organisation has, or will have Employer's Liability insurance of at least 5million and will provide valid in-date certification as evidence of the insurance being in place prior to framework award, OR Selection Questionnaire Response Guidance, Evaluation and Marking Scheme Attachment 2 Government Procurement Service G-Cloud 5 RM1557v Version 1.0 12

Fail You have selected N/A from the drop down list. By selecting NO, you confirm that your organisation does not have or will not have Employer's Liability insurance of at least 5million prior to framework award. Selection Questionnaire Response Guidance, Evaluation and Marking Scheme Attachment 2 Government Procurement Service G-Cloud 5 RM1557v Version 1.0 13

Section E Background Questions [SQE1a] Legal Name and Address of Organisation, Company Registration Number, date and place of Registration Please complete the following details in the table provided within the e-sourcing Suite: - The company registration number (Companies House or equivalent); - The organisation s full legal name; - The organisation s address; and - The date and place of registration. It should be noted that this should be completed in respect of the organisation tendering (or organisation acting as lead contact where a consortium bid is being submitted). [SQE1a] Response Guidance This is the legal entity with whom we will contract if successful. [SQE1b] VAT Registration Number Please state the VAT registration number for the organisation tendering. [SQE1c] Trading Name If applicable please state the trading name that will be used for this Procurement. [SQE1d] Type of Organisation Please select the type of organisation tendering from the following options: - Public Limited Company - Limited Company - Limited Liability Company - Sole Trader - Limited Liability Partnership - Partnership - Established consortium - To be formed consortium - Special Purpose Vehicle - Other [SQE1e] Other Type of Organisation If you selected Other to the response provided in SQE1d, please provide details. [SQE1f] Organisation Size Please select MICRO, SMALL, MEDIUM or LARGE to indicate the size of organisation tendering (or organisation acting as lead contact where a consortium bid is being submitted). [SQE1f] Response Guidance Please state the size of the Potential Provider s organisation. Suppliers can be 'Large' or 'SME' (Small and Medium Sized Enterprises). There are 3 classes of SME - Micro, Small and Medium. Guidance on assessing supplier size can be found via the Authority s website at: http://gps.cabinetoffice.gov.uk/i-am-supplier/find-opportunity/help-smes [SQE2a] Consortia, Special Purpose Vehicles and Sub-Contracting Please indicate how you will perform the Framework Agreement and any resulting Call-Off Contract by selecting a), b), c), d) or e) below. a) You will provide the Required Services yourself without the use of third parties (sub-contractors); or b) You are bidding in the role of prime contractor; and intend to use third parties (sub-contractors) to provide some of the Required Services, or c) You are bidding in the role of prime contractor; and intend to use third parties (sub-contractors) to provide all of the Required Services, or Selection Questionnaire Response Guidance, Evaluation and Marking Scheme Attachment 2 Government Procurement Service G-Cloud 5 RM1557v Version 1.0 14

d) You are bidding as part of a consortium or Special Purpose Vehicle and intend to use members only to provide the Required Services, or e) You are bidding as part of a consortium or Special Purpose Vehicle and intend to use third parties (sub-contractors) to provide some of the Required Services. [SQE2a] Response Guidance Please carefully consider the guidance on contracting arrangements set out in the ITT before completing this question. In responding to this question, you should only consider sub-contractors whose products or services will be integral to your provision of the Required Services that you intend to provide. Selection Questionnaire Response Guidance, Evaluation and Marking Scheme Attachment 2 Government Procurement Service G-Cloud 5 RM1557v Version 1.0 15

AWARD QUESTIONNAIRE RESPONSE GUIDANCE, EVALUATION AND MARKING SCHEME FOR G- Cloud Services 5 REFERENCE NUMBER RM1557v ATTACHMENT 3

SECTION A MANDATORY QUESTIONS AQA1 G-CLOUD 5 FRAMEWORK TERMS AND CONDITIONS Please indicate by selecting YES or NO that in the event you are successful in this Procurement that you will, or will not, unreservedly sign the Framework Agreement, as published at Attachment 4, without caveats or limitations. YES You will, unreservedly and without caveat or limitations, commit to signing the Framework Agreement as published at Attachment 4 of this ITT (and including your responses to the whole Award Questionnaire as a Schedule to the Framework Agreement). NO You will not agree unreservedly and without caveat or limitations, to commit to signing the Framework Agreement as published at Attachment 4 of this ITT (and including your responses to the whole Award Questionnaire as a Schedule to the Framework Agreement). Response Guidance NOTE this is a PASS/FAIL question. If you cannot or are unwilling to agree to this request at AQA1, you will be unable to continue in this process. You are required to select YES or NO from the drop down list associated with this question. Selecting YES here means that you agree unreservedly to sign the G-CLOUD 5 Framework Agreement as published at Attachment 4 in the event you are successful at this ITT stage of the competition. If you refuse to sign the G- CLOUD 5 Framework Agreement once you have answered YES to this question and been successful at ITT then your entire ITT response will be deemed non-compliant and THE OFFER OF THE FRAMEWORK AGREEMENT WILL BE WITHDRAWN. Marking Scheme Pass Fail Evaluation Guidance You have selected YES confirming that you unreservedly and without caveat or limitations, commit to signing the G-Cloud 5 Framework Agreement as published at Attachment 4 of this ITT. You have selected NO confirming that you are not willing to commit unreservedly and without caveat or limitations, to signing the G-Cloud 5 Framework Agreement as published at Attachment 4 of this ITT. OR You have not selected YES or NO Award Questionnaire Response Guidance, Evaluation and Marking Scheme Attachment 3 Government Procurement Service G-Cloud 5 RM 1557v 2

AQA2 TRANSPARENCY IN PROVIDING MANAGEMENT INFORMATION (MI) TO THE AUTHORITY Please select YES or NO to indicate that, in the event you are awarded a place on this G-Cloud 5 Framework Agreement, you will or will not provide to the Authority, via an Authority template, ANY G-Cloud 5 Framework Agreement related MI that the Authority determines is necessary. The Authority reserves the right to change the template and metrics that will be required at any point during the life of the G-Cloud 5 Framework Agreement and awarded Call-Off Contracts. YES NO You will and will be willing to, throughout the life of the G-Cloud 5 Framework Agreement and until the last Call-Off Contract let under the G-Cloud 5 Framework Agreement expires, share with the Authority Management Information, via an Authority template, any G-Cloud 5 Framework Agreement related MI that the Authority determines is necessary for the purpose of monitoring activity on that framework and calculating savings being achieved by the Contracting Bodies using that framework. You will not be willing to, throughout the life of the Framework Agreement and until the last Call-Off Contract let under the Framework Agreement expires, share with the Authority Management Information, via an Authority template, any Framework Agreement related MI that the Authority determines is necessary for the purpose of monitoring activity on that Framework and calculating savings being achieved by Contracting Bodies using that Framework. Response Guidance NOTE this is a PASS/FAIL question. If you are unwilling to agree to this request at AQA2, you will be unable to continue in this process. In order to monitor activity on the G-CLOUD 5 Framework and calculate savings being achieved by public sector bodies using the framework and calculate the Management Charge collected by the Authority, you are required to confirm that, in the event you are awarded a place on the G-Cloud 5 Framework Agreement, you will provide the Authority any G-CLOUD 5 Framework Agreement related MI on the Contracting Body s ordering activity (including invoices and orders). The MI will be collected via a template issued by the Authority, and provision of accurate and timely MI is required by the terms and conditions of the G-Cloud 5 Framework Agreement at Schedule 4. The MI template that will be used is included as Attachment 8 Marking Scheme Pass Fail Evaluation Guidance You have selected YES confirming that you will be willing throughout the life of the G-Cloud 5 Framework Agreement and until the last Call-Off Contract let under the G-Cloud 5 Framework Agreement expires, to share with the Authority, via an Authority template, any G-Cloud 5 Framework Agreement related MI that the Authority determines is necessary for the purpose of monitoring activity on that framework and calculating savings being achieved by the Contracting Bodies using that framework. You have selected NO confirming that you will not be willing throughout the life of the G-Cloud 5 Framework Agreement and until the last Call-Off Contract let under the G-Cloud 5 Framework Agreement expires, to share with the Authority, via an Authority template, any G-Cloud 5 Framework Agreement related MI that the Authority determines is necessary for the purpose of monitoring activity on that framework and calculating savings being achieved by Contracting Bodies using that framework. OR You have not selected YES or NO Award Questionnaire Response Guidance, Evaluation and Marking Scheme Attachment 3 Government Procurement Service G-Cloud 5 RM 1557v 3

SECTION B [AQB1] Confirmation of completion of Service Submission Portal Please confirm that you have entered, and submitted, details of the services you wish to provide through G-Cloud using the Service Submission Portal. Please use the following link to access the Service Submission Portal (SSP) http://gcloudcatalogue.cabinetoffice.gov.uk/supplier/ Guidance on how to use the SSP is available in the help on the manage service pages of the SSP and also in Attachment 15 of the ITT. Response Guidance Note this is a PASS/FAIL question. If you fail to provide this information, you will be unable to continue in this process. You are required to select YES or NO from the drop down list associated with this question. The Authority have developed a Service Submission Portal to submit service definition, terms and conditions and pricing documents to be displayed on the Cloudstore in the event of a successful tender submission. G-Cloud iii and 4 suppliers will be able to use their existing log on details but may need to reset their password to gain access to the portal. New suppliers will need to register and create a new log on and password. Please note: You will need to enter AND submit services on the Service Submission Portal in order for them to be included in your tender. Service details that have been entered but NOT submitted will not be included and it will be deemed to be a non-compliant response. Marking Scheme Pass Fail Evaluation Guidance You have confirmed that you have completed the Service Submission Portal You have confirmed that you have not completed the Service Submission Portal OR You have not selected YES or NO [AQB2] Confirmation of attachment of terms and conditions Please confirm that you have attached and submitted within the Service Submission Portal the terms and conditions for each of the services that you wish to offer. Response Guidance Note this is a PASS/FAIL question. If you fail to provide this information, you will be unable to continue in this process. You are required to select YES or NO from the drop down list associated with this question. Marking Scheme Pass Fail Evaluation Guidance You have selected YES to confirm the attachment of your terms and conditions for each service submitted within the Service Submission Portal. You have selected NO to confirm that you have not attached your terms and conditions for each service submitted within the Service Submission Portal. OR Award Questionnaire Response Guidance, Evaluation and Marking Scheme Attachment 3 Government Procurement Service G-Cloud 5 RM 1557v 4

You have not selected YES or NO [AQB3] Confirmation of attachment of pricing document Please confirm that you have attached the pricing documents for the services that you wish to provide within the Service Submission Portal. Response Guidance Note this is a PASS/FAIL question. If you fail to provide this information, you will be unable to continue in this process. You are required to select YES or NO from the drop down list associated with this question. Marking Scheme Pass Fail Evaluation Guidance You have selected YES to confirm the attachment of your pricing documents within the Service Submission Portal. You have selected NO to confirm that you have not attached your pricing documents within the Service Submission Portal. OR You have not selected YES or NO [AQB4] Confirmation of attachment of SFIA rate table (if applicable) Please confirm that you have attached a SFIA rate table document (where applicable) for the services that you wish to provide within the Service Submission Portal. Response Guidance Note this is a PASS/FAIL question. If you fail to provide this information (where applicable), you will be unable to continue in this process. You are required to select YES, NO or N/A from the drop down list associated with this question. Marking Scheme Pass Fail Evaluation Guidance You have selected YES to confirm the attachment of your SFIA rate table within the Service Submission Portal OR You have selected N/A as the SFIA rate table is not applicable. You have selected NO to confirm that you have not attached your SFIA rate table within the Service Submission Portal. OR Award Questionnaire Response Guidance, Evaluation and Marking Scheme Attachment 3 Government Procurement Service G-Cloud 5 RM 1557v 5

You have not selected YES, NO or N/A [AQB5] Confirmation of attachment of Service Definition Document Please confirm that you have attached a Service Definition Document for the services that you wish to provide within the Service Submission Portal. Response Guidance Note this is a PASS/FAIL question. If you fail to provide this information (where applicable), you will be unable to continue in this process. You are required to select YES, NO or N/A from the drop down list associated with this question. Marking Scheme Pass Fail Evaluation Guidance You have selected YES to confirm the attachment of your Service Definition Document within the Service Submission Portal OR You have selected N/A as the SFIA rate table is not applicable. You have selected NO to confirm that you have not attached your Service Definition Document within the Service Submission Portal. OR You have not selected YES, NO or N/A Award Questionnaire Response Guidance, Evaluation and Marking Scheme Attachment 3 Government Procurement Service G-Cloud 5 RM 1557v 6

ATTACHMENT 4 Framework Agreement GOVERNMENT PROCUREMENT SERVICE and Software AG (UK) Limited RM 1557v G-CLOUD SERVICES 5 FRAMEWORK AGREEMENT

FRAMEWORK AGREEMENT: Terms and Conditions G-Cloud 5 Contents FW-1 DEFINITIONS AND INTERPRETATION... 3 FW-2 SUPPLIER APPOINTMENT... 3 FW-3 TERM OF FRAMEWORK AGREEMENT... 3 FW-4 SCOPE OF FRAMEWORK AGREEMENT... 3 FW-5 ASSURANCE VERIFICATION... 4 FW-6 CATALOGUE... 4 FW-7 WARRANTIES AND REPRESENTATIONS... 5 FW-8 PROVISION OF MANAGEMENT INFORMATION... 5 FW-9 MANAGEMENT CHARGE... 5 FW-10 CONTRACTING BODY SATISFACTION MONITORING... 6 FW-11 PUBLICITY AND BRANDING... 6 FW-12 TERMINATION AND SUSPENSION OF SUPPLIER S APPOINTMENT... 6 FW-13 CONSEQUENCES OF SUSPENSION, TERMINATION AND EXPIRY... 7 FW-14 DISPUTE RESOLUTION... 7 FW-15 LAW AND JURISDICTION... 7 FW-16 SEVERABILITY... 7 FW-17 WAIVER AND CUMULATIVE REMEDIES... 8 FW-18 RELATIONSHIP OF THE PARTIES... 8 FW-19 LIABILITY... 8 FW-20 ENTIRE AGREEMENT... 9 FW-21 NOTICES... 9 FW-22 PREVENTION OF BRIBERY AND CORRUPTION... 10 FW-23 SAFEGUARDING AGAINST FRAUD... 10 FW-24 DATA PROTECTION AND DISCLOSURE... 10 FW-25 FREEDOM OF INFORMATION... 11 FW-26 CONFIDENTIALITY... 12 FW-27 TRANSPARENCY... 13 FW-28 EQUALITY AND DIVERSITY... 14 FW-29 OFFICIAL SECRETS ACTS... 14 Schedule 1: G-Cloud Services... 16 S1-2 G-CLOUD ADDITIONAL SERVICES... 17 S1-3 SERVICE DEFINITION... 17 S1-4 THE SUPPLIER TERMS... 18 Schedule 2: Call-Off Terms... 19 CO-1 OVERRIDING PROVISIONS... 27 CO-2 PREVENTION OF BRIBERY AND CORRUPTION... 27 CO-3 PROTECTION OF INFORMATION... 27 CO-4 CONFIDENTIALITY... 29 CO-5 CUSTOMER DATA... 31 UNCLASSIFIED Page 1

FRAMEWORK AGREEMENT: Terms and Conditions G-Cloud 5 CO-6 FREEDOM OF INFORMATION... 31 CO-7 TRANSPARENCY... 32 CO-8 OFFICIAL SECRETS ACTS... 32 CO-9 TERM AND TERMINATION... 32 CO-10 CONSEQUENCES OF SUSPENSION, TERMINATION AND EXPIRY... 35 CO-11 LIABILITY... 35 CO-12 INSURANCE... 36 CO-13 PAYMENT, VAT AND CALL-OFF AGREEMENT CHARGES... 37 CO-14 GUARANTEE... 37 CO-15 FORCE MAJEURE... 38 CO-16 TRANSFER AND SUB-CONTRACTING... 38 CO-17 THE CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999... 38 CO-18 LAW & JURISDICTION... 38 CO-19 ADDITIONAL G-CLOUD SERVICES... 38 CO-20 [COLLABORATION AGREEMENT... 39 CO-21 VARIATION PROCEDURE... 39 CO-22 DISPUTE RESOLUTION... 39 Schedule 3: Call-Off Ordering Procedure... 40 S3-1 BACKGROUND... 40 S3-2 CATALOGUE LOTS 1-4... 40 S3-3 PROCESS DIRECT AWARD LOWEST PRICE... 40 S3-4 PROCESS DIRECT AWARD: MOST ECONOMICALLY ADVANTAGEOUS TENDER (MEAT)... 40 Schedule 4: Management Information Requirements... 42 S4-1 AUTHORITY REPORTING REQUIREMENTS (FRAMEWORK AGREEMENT)... 42 S4-2 ADMIN FEES... 43 Schedule 5: Records and Audit Access... 44 Schedule 6: Interpretations and Definitions... 47 S6-1 INTERPRETATION... 47 Schedule 7: [Collaboration Agreement]... 55 Schedule 8: [Implementation Plan]... 56 Schedule 9: [PSN Compliance]... 57 S9-1 DELIVERY OF SERVICES... 57 S9-2 ROLE OF THE PSN AUTHORITY... 57 Schedule 10: Alternative Clauses... 59 UNCLASSIFIED Page 2

FRAMEWORK AGREEMENT: Terms and Conditions G-Cloud 5 THIS AGREEMENT is made on April 10 th 2014 BETWEEN: (1) THE MINISTER FOR THE CABINET OFFICE acting through Government Procurement Service, part of the Crown, of 9th Floor, The Capital, Old Hall Street, Liverpool, L3 9PP (hereinafter called the Authority ), and (2) Software AG (UK) Limited, a company registered in England under company number 1310740 and whose registered office is at Locomotive Way, Pride Park, Derby, DE24 8PU, England (the Supplier ). [Guidance Note: Please note that if supplier is a consortium without separate legal personality (ie not an SPV) then all members of the consortium must be named and must sign this Framework Agreement.] NOW IT IS HEREBY AGREED as follows: PART ONE: FRAMEWORK ARRANGEMENTS FW-1 DEFINITIONS AND INTERPRETATION FW-1.1 In this Framework Agreement expressions have the meaning ascribed in Framework Schedule 6 (Interpretations & Definitions) and this Framework Agreement shall be interpreted in accordance with the provisions of that Schedule. FW-1.2 All ten schedules annexed to this Framework Agreement (Schedule 1: G-Cloud Services; Schedule 2: Call-Off Terms; Schedule 3: Call-Off Ordering Procedure; Schedule 4: Management Information Requirements; Schedule 5: Records and Audit Access and Schedule 6: Interpretations Definitions); Schedule 7: Collaboration Agreement; Schedule 8: Implementation Plan; Schedule 9: PSN Compliance; Schedule 10: Alternative Clauses are expressly made a part of this Framework Agreement and are hereby made effective. FW-2 SUPPLIER APPOINTMENT FW-2.1 The Authority appoints the Supplier as the potential provider of G-Cloud Services and G-Cloud Additional Services in accordance with the terms of the Supplier s Tender and the Supplier shall be eligible to be considered for the award of orders for such G-Cloud Services and G-Cloud Additional Services by the Authority and Other Contracting Bodies during the Term; and in consideration of the Supplier agreeing to enter into this Framework Agreement and to perform its obligations under it the Authority agrees to pay and the Supplier agrees to accept on the signing of this Framework Agreement the sum of Five Pence ( 0.05). FW-3 TERM OF FRAMEWORK AGREEMENT FW-3.1 This Framework Agreement shall take effect on (the "Commencement Date") and its term ( Term ) shall expire twelve (12) Months after the Commencement Date, unless it is extended by the Authority at its sole discretion by written notice to the Supplier by one further period of three (3) Months, and in either case unless it is terminated earlier in accordance with the terms of this Framework Agreement or otherwise by operation of Law. FW-4 SCOPE OF FRAMEWORK AGREEMENT FW-4.1 This Framework Agreement governs the overall relationship between the Authority and the Supplier in respect of the provision of the said G-Cloud Services by the Supplier to the Authority and to Other Contracting Bodies. FW-4.2 The Authority and Other Contracting Bodies may, at their absolute discretion and from time to time during the Term, order G-Cloud Services from the Supplier in accordance with the Ordering Procedures and subject to the provisions of the Call-Off Agreement. UNCLASSIFIED Page 3

FRAMEWORK AGREEMENT: Terms and Conditions G-Cloud 5 FW-4.3 The maximum duration of any Call-Off Agreement pursuant to this Framework Agreement is twenty four (24) Months. No undertaking nor any form of statement, promise, representation or obligation shall be deemed to have been made by the Authority or any Other Contracting Body in respect of the total quantities or values of the said G-Cloud Services to be ordered by them pursuant to this Framework Agreement and the Supplier acknowledges and agrees that it has not entered into this Framework Agreement on the basis of any such undertaking, statement, promise or representation. FW-5 ASSURANCE VERIFICATION FW-5.1 The Supplier notes and accepts that a key element in the operation of the Framework Agreement is an Assurance Verification process whereby the Authority, and other agents appointed by the Authority, verifies any or all claims made by the Supplier in their response to the Invitation to Tender, in their Catalogue entries, and in their Service Definitions. Assurance Verification process forms an integral part of the qualification process for this Framework Agreement. Thereafter, Assurance Verification will continue to verify that any Catalogue entries and related Service Definitions are an accurate reflection of the actual characteristics of the G- Cloud Service offering and that the Supplier continues to meet the essential qualification criteria established at the award of this Framework Agreement. Supplier s failure thereafter to maintain the appropriate level of Assurance Verification (described at http://gcloud.civilservice.gov.uk/supplier-zone) will result in the suspension of either the Supplier or the particular service offering. FW-6 CATALOGUE FW-6.1 The Supplier undertakes from the Commencement Date to maintain the Catalogue in accordance with the terms of its Tender and thereafter to maintain and regularly update its Catalogue entries for all G-Cloud Services offered under this Framework Agreement. FW-6.2 The Supplier acknowledges and agrees that the prices and/or other terms quoted in its Catalogue entries as part of its Tender submission cannot be increased during the Term of this Framework Agreement. and to bring the existence of its offering in the Catalogue to the attention of any Contracting Body that enquires of it in relation to G-Cloud Services. FW-6.3 The Supplier acknowledges and agrees that its Catalogue entries, pricing and terms and conditions will all be made publicly available via the Cloudstore. FW-6.4 Subject to the Authority s Approval (that shall not be unreasonably withheld or delayed) the Supplier may vary, but not materially change, the Catalogue entries with any new reduced prices and/or Service Definitions in respect of all Orders placed thereafter. Subject to notifying the Authority in writing, the Supplier may also remove the Catalogue entries. Once the G- Cloud Services have been ordered by a Contracting Body, the Supplier hereby undertakes to maintain the Supplier Terms as at the time of the Order and for the duration of any Call-Off Agreement. FW-6.5 The Supplier may reduce any of their prices stated in the Catalogue at any time. FW-6.6 The pricing of Call-Off Agreements must be based on the prices stated in the Supplier s Catalogue Entry. FW-6.7 If the Authority or any Other Contracting Body decides to source G-Cloud Services and any G-Cloud Additional Services through this Framework then it will select the relevant Framework Suppliers and choose between them in accordance with the Framework Schedule 3 (Call-Off Ordering Procedure). UNCLASSIFIED Page 4

FRAMEWORK AGREEMENT: Terms and Conditions G-Cloud 5 PART TWO: SUPPLIER S GENERAL FRAMEWORK OBLIGATIONS FW-7 WARRANTIES AND REPRESENTATIONS FW-7.1 The Supplier warrants represents and undertakes to the Authority and each Other Contracting Body that: FW-7.1.1 it has used and shall continue to use all reasonable endeavours to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems providing services to data, software or Authority Confidential Information held in electronic form (owned by or under the control of, or used by the Authority or any other Contracting Body); and FW-7.1.2 in entering into this Framework Agreement and any Call-Off Agreement it has not committed any Fraud; and FW-7.1.3 it owns, has obtained, (or has made reasonable endeavours to do so) or shall obtain (or shall make reasonable endeavours to obtain) valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Off Agreement which may be entered into with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect for the duration of the Term and the duration of any and all Call-Off Agreements entered into by it under the Framework. FW-7.2 For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have in respect of breach of that provision by the Supplier. PART THREE: SUPPLIER S OBLIGATIONS FW-8 PROVISION OF MANAGEMENT INFORMATION FW-8.1 The Supplier shall, at no charge to the Authority, submit to the Authority complete and accurate Management Information in accordance with the provisions of the Framework Schedule 4 (Management Information Requirements) using the template made available from time to time by the Authority for that purpose (the current form of which template is included as Annex A to Framework Schedule 4). FW-8.2 The Supplier grants the Authority a non-exclusive, transferable, perpetual, irrevocable, royalty free licence to use and to share with any Other Contracting Bodies and Relevant Person any Management Information supplied to the Authority for the Authority s normal operational activities including administering this Framework Agreement and Call-Off Agreements, monitoring public sector expenditure, identifying savings or potential savings and planning future procurement activity. FW-8.3 In the event the Authority shares the Management Information, any Other Contracting Body receiving such information shall be informed of the sensitive nature of that information and shall be requested not to disclose it to any person who is not a Crown body or Other Contracting Body (unless required to do so by Law). FW-9 MANAGEMENT CHARGE FW-9.1 In consideration of the establishment and award of this Framework Agreement and the management and administration by the Authority of same, the Supplier shall pay to the Authority the Management Charge in accordance with Clause FW-9.2. FW-9.2 The Authority shall be entitled to submit invoices to the Supplier in respect of the Management Charge due each Month based on the Management Information provided pursuant to Framework Schedule 4 (Management Information Requirements). UNCLASSIFIED Page 5

FRAMEWORK AGREEMENT: Terms and Conditions G-Cloud 5 FW-9.3 The Supplier shall pay the amount stated in any invoice submitted under Clause FW- 9.2 within thirty (30) calendar days of the date of issue of the invoice. FW-9.4 The Management Charge shall apply to the full Charges as specified in each and every Order and shall not be varied as a result of any reduction in the Charges due to the application of any service credits and/or any other deductions made under any Call-Off Agreement. FW-9.5 The Management Charge shall be exclusive of VAT. The Supplier shall pay the VAT on the Management Charge at the rate and in the manner prescribed by Law from time to time. FW-9.6 Interest shall be payable on any late payments of the Management Charge under this Framework Agreement in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended from time to time). FW-9.7 The Authority shall be entitled to submit invoices to the Supplier in respect of the Admin Fees as set out in paragraph S4-2 of Framework Schedule 4 (Management Information Requirements) of this Framework Agreement. FW-10 CONTRACTING BODY SATISFACTION MONITORING FW-10.1 The Authority may from time to time undertake (or procure the undertaking of) a Contracting Body satisfaction survey ("Contracting Body Satisfaction Survey") the purpose of which shall include: FW-10.1.1 assessing the level of satisfaction among Contracting Bodies with the supply of G-Cloud Services (including the way in which the G-Cloud Services are provided, performed and delivered) and, in particular, with the quality, efficiency and effectiveness of the supply of the G-Cloud Services; FW-10.1.2 monitoring the compliance by the Supplier with the terms of its Tender and its Catalogue entries; and FW-10.1.3 such other assessment as it may deem appropriate for monitoring Contracting Body satisfaction. FW-11 PUBLICITY AND BRANDING FW-10.2 The Authority shall be entitled to include the results of Contracting Body Satisfaction Surveys in the Catalogue of G-Cloud Services and any Other Contracting Body shall be entitled, but not obliged, to use those results to make decisions under or in relation to this Framework Agreement, the Call-Off Agreements and any other contract between the Contracting Body and the Supplier. FW-11.1 The Supplier shall at all times during the Term on written demand indemnify the Authority and keep the Authority fully indemnified against all losses, incurred by, awarded against or agreed to be paid by the Supplier arising out of any claim or infringement or alleged infringement (including the defence of such infringement or alleged infringement) resulting from the Supplier's use of the Authority s logo. PART FOUR: TERMINATION AND SUSPENSION FW-12 TERMINATION AND SUSPENSION OF SUPPLIER S APPOINTMENT FW-12.1 Any Supplier failure to comply with the obligations of this Framework Agreement, may lead to this Framework being terminated or suspended. UNCLASSIFIED Page 6

FRAMEWORK AGREEMENT: Terms and Conditions G-Cloud 5 FW-12.2 The Authority may terminate or suspend this Framework Agreement at will by serving notice on the Supplier in writing with effect from the date specified in such notice. FW-13 CONSEQUENCES OF SUSPENSION, TERMINATION AND EXPIRY FW-13.1 Suspension from this Framework Agreement will not affect existing Call-Off Agreements. The Contracting Bodies concerned with such existing Call-Off Agreements will make their own decisions on whether to suspend or terminate those Call-Off Agreements and suspension or termination in those circumstances will be governed by the terms and conditions of the relevant Call-Off Agreements. FW-13.2 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier shall continue to fulfil its obligations under this Framework Agreement until the date of expiry of any Call-Off Agreement established under this Framework Agreement. FW-13.3 Termination or expiry of this Framework Agreement shall not cause any Call-Off Agreements to terminate automatically. For the avoidance of doubt, all Call-Off Agreements shall remain in force unless and until they are terminated or expire in accordance with the terms of the Call-Off Agreement, and the Supplier shall continue to provide Management Information and to pay Management Charges due to the Authority in relation to such Call-Off Agreements, notwithstanding the termination or expiry of this Framework Agreement. FW-13.4 Termination or expiry of this Framework Agreement shall be without prejudice to any rights, remedies or obligations of either the Authority or the Supplier accrued under this Framework Agreement prior to its termination or expiry. PART FIVE: GENERAL PROVISIONS FW-14 DISPUTE RESOLUTION FW-14.1 The Authority and the Supplier shall attempt in good faith to negotiate a settlement of any dispute between them arising out of or in connection with this Framework Agreement within twenty (20) Working Days of either party notifying the other of the dispute and such efforts shall involve the escalation of the dispute to the Authority Representative and the Supplier Representative. FW-14.2 If the dispute cannot be resolved by the Parties pursuant to Clause FW-14.1, the Parties shall refer it to mediation unless the Authority considers that the dispute is not suitable for resolution by mediation. FW-14.3 If the dispute cannot be resolved by mediation the Parties may refer it to arbitration. FW-15 LAW AND JURISDICTION FW-16 SEVERABILITY FW-14.4 The obligations of the Parties under this Framework Agreement shall not be suspended, cease or be delayed by the reference of a dispute to mediation or arbitration pursuant to this Clause FW-14 and the Supplier and Supplier s Staff shall continue to comply fully with the requirements of this Framework Agreement at all times. FW-15.1 This Framework Agreement and/or any non-contractual obligations or matters arising out of or in connection with it, shall be governed by and construed in accordance with the Laws of England and Wales and without prejudice to the dispute resolution procedure set out in Clause FW-14 (Dispute Resolution) each Party agrees to submit to the exclusive jurisdiction of the courts of England and Wales and for all disputes to be conducted within England and Wales. FW-16.1 If any provision of this Framework Agreement is held invalid, illegal or unenforceable for any reason, such provision shall be severed and the remainder of the provisions hereof shall continue in full force without affecting the remaining provisions of this Framework Agreement. UNCLASSIFIED Page 7

FRAMEWORK AGREEMENT: Terms and Conditions G-Cloud 5 FW-16.2 If any provision of this Framework Agreement that is fundamental to the accomplishment of the purpose of this Framework Agreement is held to any extent to be invalid, the Authority and the Supplier shall immediately commence good faith negotiations to remedy such invalidity. FW-17 WAIVER AND CUMULATIVE REMEDIES FW-17.1 The rights and remedies provided by this Framework Agreement may be waived only in writing by the Authority Representative or the Supplier Representative in a manner that expressly states that a waiver is intended, and such waiver shall only be operative with regard to the specific circumstances referred to. FW-17.2 Unless a right or remedy of the Authority is expressed to be an exclusive right or remedy, the exercise of it by the Authority is without prejudice to the Authority's other rights and remedies. Any failure to exercise or any delay in exercising a right or remedy by either Party shall not constitute a waiver of that right or remedy or of any other rights or remedies. FW-17.3 The rights and remedies provided by this Framework Agreement are cumulative and, unless otherwise provided in this Framework Agreement, are not exclusive of any right or remedies provided at Law or in equity or otherwise under this Framework Agreement. FW-18 RELATIONSHIP OF THE PARTIES FW-19 LIABILITY FW-18.1 Nothing in this Framework Agreement is intended to create a partnership, or legal relationship of any kind that would impose liability upon one Party for the act or failure to act of the other Party, or to authorise either Party to act as agent for the other Party. Neither Party shall have authority to make representations, act in the name of, or on behalf of, or to otherwise bind the other Party. FW-19.1 Neither Party excludes or limits its liability for: FW-19.1.1 death or personal injury caused by its negligence, or that of its employees, agents or subcontractors; FW-19.1.2 bribery, Fraud or fraudulent misrepresentation by it or its employees; or FW-19.1.3 breach of any obligations implied by section 2 of the Supply of Goods & Services Act 1982. FW-19.2 The Supplier's liability in relation to the obligation to pay any Management Charges which are properly due and payable to the Authority shall not be limited. FW-19.3 Subject to Clause FW-19.1 each Party's total aggregate liability in connection with this Framework Agreement (whether expressed as an indemnity or otherwise) in each twelve (12) Month period during the Term (whether in contract, tort (including negligence), breach of statutory duty or howsoever arising) shall be limited to a sum equivalent to one hundred and twenty five per cent (125%) of the Management Charge paid and payable in the Year of this Framework Agreement during which the default occurred. For the avoidance of doubt, the Parties acknowledge and agree that this Clause FW-19 shall not limit Supplier s and Other Contracting Bodies liability under any Call-Off Agreement and that Supplier s and Contracting Bodies liability in relation to a Call-Off Agreement shall be as set out in the Call-Off Agreement. FW-19.4 Subject to Clauses FW-19.1 and FW-19.5, in no event shall either Party be liable to the other for any: FW-19.4.1 loss of profits; FW-19.4.2 loss of business; UNCLASSIFIED Page 8

FRAMEWORK AGREEMENT: Terms and Conditions G-Cloud 5 FW-19.4.3 loss of revenue; FW-20 ENTIRE AGREEMENT FW-21 NOTICES FW-19.4.4 loss of or damage to goodwill; FW-19.4.5 loss of savings (whether anticipated or otherwise); and/or FW-19.4.6 any indirect, special or consequential loss or damage. FW-19.5 Subject to Clause FW-19.3 the Supplier shall be liable for the following types of loss, damage, cost or expense which shall be regarded as direct and shall (without in any way, limiting other categories of loss, damage, cost or expense which may be recoverable by the Authority) be recoverable by the Authority: FW-19.5.1 any regulatory losses or fines arising directly from a breach by the Supplier of any Laws; and FW-19.5.2 subject to Clause FW-19.1 any additional operational and/or administrative costs and expenses arising from any Material Breach. FW-20.1 Without prejudice to the foregoing, this Framework Agreement, together with a completed, signed and dated Call-Off Agreement and the other documents referred to in them constitute the entire agreement and understanding between the Parties in respect of the matters dealt with in it and supersedes, cancels or nullifies any previous agreement between the Parties in relation to such matters. FW-20.2 Each of the Parties acknowledges and agrees that in entering into this Framework Agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or undertaking (whether negligently or innocently made) other than as expressly set out in this Framework Agreement. FW-20.3 Nothing in this Clause shall operate to exclude liability or remedy for Fraud or fraudulent misrepresentation. FW-21.1 Any notices given under or in relation to this Framework Agreement shall be in writing by letter, signed by or on behalf of the Party giving it, sent by recorded delivery service and for the attention of the relevant Party set out in Clause FW-21.4 or to such other address as that Party may have stipulated in accordance with Clause FW-21.5. FW-21.2 of posting. A notice shall be deemed to have been received two (2) Working Days from the date FW-21.3 In proving service, it shall be sufficient to prove that the envelope containing the notice was addressed to the relevant Party set out in Clause FW-21.4 (or as otherwise notified by that Party) and delivered either to that address or into the custody of the postal authorities as recorded delivery. FW-21.4 The address, fax number and e-mail address of each Party shall be: FW-21.4.1 for the Authority: Government Procurement Service Rosebery Court St Andrews Business Park Norwich UNCLASSIFIED Page 9

FRAMEWORK AGREEMENT: Terms and Conditions G-Cloud 5 NR7 0HS For the attention of: Suzanne Williams Tel: 0345 410 2222 Email: info@gps.gsi.gov.uk; and FW-21.4.2 for the Supplier: For the attention of: Toby Hart Tel: 07584-727877 Email: toby.hart@softwareag.com Fax: n/a FW-21.5 Either Party may change its address for service by serving a notice in accordance with this Clause. FW-21.6 For the avoidance of doubt, any notice given under this Framework Agreement shall not be validly served if sent by electronic mail and not confirmed by a letter. FW-22 PREVENTION OF BRIBERY AND CORRUPTION FW-22.1 If the Supplier breaches the Bribery Act 2010 in relation to this Framework Agreement, the Authority may terminate this Framework Agreement. FW-22.2 The Parties agree that the Management Charge payable in accordance with Clause FW-9 does not constitute an offence under section 1 of the Bribery Act 2010. FW-23 SAFEGUARDING AGAINST FRAUD FW-23.1 The Supplier shall notify the Authority immediately and in writing if it has reasons to suspect that any Fraud has occurred, is occurring or is likely to occur save where complying with this provision would cause the Supplier or its employees to commit an offence under the Proceeds of Crime Act 2002 or the Terrorism Act 2000. FW-24 DATA PROTECTION AND DISCLOSURE FW-24.1 The provisions of this Clause FW-24 shall apply during the Term and for such time as the Supplier holds the Authority Personal Data. FW-24.2 The Supplier shall (and shall procure that Supplier s Staff) comply with any notification requirements under the DPA and both Parties undertake to duly observe all their obligations under the DPA which arise in connection with this Framework Agreement. FW-24.3 Where the Supplier is Processing Authority Personal Data for the Authority the Supplier shall ensure that it has in place appropriate technical and organisational measures to ensure the security of the Authority Personal Data (and to guard against unauthorised or unlawful Processing of the Authority Personal Data and against accidental loss or destruction of, or damage to, the Authority Personal Data) and: FW-24.3.1 provide the Authority with such information as the Authority may reasonably request to satisfy itself that the Supplier is complying with its obligations under the DPA; FW-24.3.2 promptly notify the Authority of any breach of the security measures to be put in place pursuant to this Clause; and UNCLASSIFIED Page 10

FRAMEWORK AGREEMENT: Terms and Conditions G-Cloud 5 FW-24.3.3 ensure that it does not knowingly or negligently do or omit to do anything which places the Authority in breach of its obligations under the DPA. FW-24.4 The Supplier shall: FW-24.4.1 not cause or permit to be Processed, stored, accessed or otherwise transferred outside the European Economic Area any Authority Personal Data supplied to it by the Authority without the prior Approval of the Authority and, where the Authority consents to such processing, storing, accessing or transfer outside the European Economic Area, to comply with: FW-25 FREEDOM OF INFORMATION FW-24.4.1.1 the obligations of a Data Controller under the Eighth Data Protection Principle set out in Schedule 1 of the Data Protection Act 1998 by providing an adequate level of protection to any Authority Personal Data that is so Processed, stored, accessed or transferred; FW-24.4.1.2 any reasonable instructions notified to it by the Authority or Contracting Body concerned; or, FW-24.4.1.3 either incorporate standard and/or model clauses (which are approved by the European Commission as offering adequate safeguards under the Data Protection Legislation) or warrant that that the obligations set out in the Supplier Terms provide Adequate protection for Personal Data. FW-25.1 The Supplier acknowledges that the Authority is subject to the requirements of the FOIA and the Environmental Information Regulations and shall assist and co-operate with the Authority to enable the Authority to comply with its Information disclosure obligations. FW-25.2 The Supplier shall: FW-25.2.1 transfer to the Authority all Requests for Information that it receives as soon as practicable and in any event within two (2) Working Days of receiving a Request for Information; and FW-25.2.2 provide all necessary assistance reasonably requested by the Authority to enable the Authority to respond to the Request for Information within the time for compliance set out in section 10 of the FOIA or regulation 5 of the Environmental Information Regulations. FW-25.3 The Authority shall be responsible for determining in its absolute discretion and notwithstanding any other provision in this Framework Agreement or any other agreement whether the Commercially Sensitive Information and/or any other Information is exempt from disclosure in accordance with the provisions of the FOIA or the Environmental Information Regulations. FW-25.4 In no event shall the Supplier respond directly to a Request for Information unless expressly authorised to do so by the Authority. FW-25.5 The Supplier acknowledges that (notwithstanding the provisions of this Clause FW- 25) the Authority may, acting in accordance with the Ministry of Justice Code, be obliged under the FOIA, or the Environmental Information Regulations to disclose information concerning the Supplier or the G-Cloud Services: FW-25.5.1 in certain circumstances without consulting the Supplier; or FW-25.5.2 following consultation with the Supplier and having taken its views into account; provided always that where Clause FW-25.5.1 applies the Authority shall, in accordance with any recommendations of the Ministry of Justice Code, take reasonable steps, where appropriate, to give UNCLASSIFIED Page 11

FRAMEWORK AGREEMENT: Terms and Conditions G-Cloud 5 FW-26 CONFIDENTIALITY the Supplier advanced notice, or failing that, to draw the disclosure to the Supplier's attention after any such disclosure. FW-25.6 The Supplier acknowledges that the description of information as Commercially Sensitive Information in Framework Schedule 6 (Interpretation and Definitions) is of an indicative nature only and that the Authority may be obliged to disclose it in accordance with Clause FW-25. FW-26.1 Except to the extent set out in this Clause or where disclosure is expressly permitted elsewhere in this Framework Agreement, each Party shall: FW-26.1.1 treat all Confidential Information belonging to the other Party as confidential and safeguard it accordingly; and FW-26.1.2 not disclose any Confidential Information belonging to the other Party to any other person without the prior written approval of the other Party, except to such persons and to such extent as may be necessary for the performance of this Framework Agreement or is a requirement of Law. FW-26.2 The Supplier shall take all necessary precautions to ensure that all Authority Confidential Information obtained under or in connection with this Framework Agreement: FW-26.2.1 is given only to the Supplier Staff engaged to advise it in connection with this Framework Agreement as is strictly necessary for the performance of this Framework Agreement; and FW-26.2.2 is treated as confidential and not disclosed (without Approval) or used by any Supplier Staff otherwise than for the purposes of and in accordance with this Framework Agreement. FW-26.3 The Supplier shall ensure that the Supplier Staff are aware of the Supplier s confidentiality obligations under this Framework Agreement and shall use its best endeavours to ensure that the Supplier Staff comply with the Supplier's confidentiality obligations under this Framework Agreement and in relation to the Call-Off Agreements. FW-26.4 The provisions of Clauses FW-26.1 to Clause FW-26.3 shall not apply to any Confidential Information received by one Party from the other which: FW-26.4.1 is or becomes public knowledge (otherwise than by breach of this Clause FW-26); FW-26.4.2 was in the possession of the receiving Party, without restriction as to its disclosure, before receiving it from the disclosing Party; FW-26.4.3 is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; FW-26.4.4 is information independently developed without access to the Confidential Information; FW-26.4.5 must be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the Party making the disclosure, including any requirements for disclosure under Clause FW-27 (Transparency) and/or the FOIA, or the Environmental Information Regulations pursuant to Clause FW-25 (Freedom of Information); or FW-26.4.6 is used for the purpose of obtaining professional advice. FW-26.5 Nothing in this Framework Agreement shall prevent the Authority from disclosing the Supplier's Confidential Information (including the Management Information obtained under Clause FW-8): UNCLASSIFIED Page 12

FRAMEWORK AGREEMENT: Terms and Conditions G-Cloud 5 FW-27 TRANSPARENCY FW-26.5.1 for the purpose of the examination and certification of the Authority's accounts; FW-26.5.2 for the purpose of any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Authority has used its resources; FW-26.5.3 to any government department or any Other Contracting Body and the Supplier hereby acknowledges that all government departments or Contracting Bodies receiving such Supplier's Confidential Information may further disclose the Supplier's Confidential Information to other government departments or Other Contracting Bodies on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any government department or any Contracting Body; or FW-26.5.4 for the purpose of disseminating knowledge of the G-Cloud Services and their respective performance to Other Contracting Bodies. FW-26.6 The Supplier acknowledges and agrees that for the purpose of ensuring consistent behaviour between the Customers and Suppliers to this Framework, information relating to Orders placed by a Contracting Body, including pricing information and the terms of any Call-Off Agreement: FW-26.6.1 may be published by the Authority, subject to this Clause FW-26; and FW-26.6.2 may be shared with Other Contracting Bodies from time to time. Where such information is shared with Other Contracting Bodies, the Authority shall notify the recipient of such information that its contents are confidential. FW-26.7 In the event that the Supplier fails to comply with Clauses FW-26.1 to Clause FW- 26.4, the Authority reserves the right to terminate this Framework Agreement with immediate effect by notice in writing. FW-26.8 The Supplier will immediately notify the Authority of any breach of security in relation to Authority Confidential Information obtained in the performance of this Framework Agreement and the Call-Off Agreements and will keep a record of such breaches. The Supplier will use its best endeavours to recover such Authority Confidential Information however it may be recorded. This obligation is in addition to the Supplier's obligations under Clauses FW-26.1 to Clause FW- 26.6. The Supplier will co-operate with the Authority in any investigation that the Authority considers necessary to undertake as a result of any breach of security in relation to Authority Confidential Information. FW-27.1 The Parties acknowledge that, except for any information which is exempt from disclosure in accordance with the provisions of the FOIA, the content of this Framework Agreement is not Confidential Information. The Authority shall be responsible for determining in its absolute discretion whether any of the content of this Framework Agreement is exempt from disclosure in accordance with the provisions of the FOIA. FW-27.2 Notwithstanding any other term of this Framework Agreement, the Supplier hereby gives his consent for the Authority to publish this Framework Agreement in its entirety, (subject to any information that is exempt from disclosure in accordance with the provisions of FOIA redacted) including from time to time agreed changes to this Framework Agreement, to the general public. FW-27.3 The Authority may consult with the Supplier to inform its decision regarding any FOIA exemptions under Clause FW-26 but the Authority shall have the final decision in its absolute discretion. UNCLASSIFIED Page 13

FRAMEWORK AGREEMENT: Terms and Conditions G-Cloud 5 FW-28 EQUALITY AND DIVERSITY FW-27.4 The Supplier shall assist and cooperate with the Authority to enable the Authority to publish this Framework Agreement. It is the Authority s intention to publish Catalogue entries, Service Definitions, Supplier Catalogue prices, Supplier Terms as set out in Schedule 1 (G-Cloud Services), Supplier s Assurance and Accreditation Verification results, performance feedback from Contracting Bodies Satisfaction Survey, Authority Management Information, and summary information relating to Orders including but not limited to Supplier, G-Cloud Services, Contracting Body, Order date and Order value. It is not the Authority s intention to publish Supplier designs or processes, supplier IPR or the details from accreditation supporting documentation. FW-28.1 The Supplier shall: FW-28.1.1 perform its obligations under this Framework Agreement (including those in relation to the provision of the Services) in accordance with: FW-28.1.1.1.1 all applicable equality Law (whether in relation to race, sex, gender reassignment, religion or belief, disability, sexual orientation, pregnancy, maternity, age or otherwise); and FW-28.1.1.1.2 any other requirements and instructions which the Authority and/or the Contracting Body reasonably imposes in connection with any equality obligations imposed on the Authority and/or the Contracting Body at any time under applicable equality Law; FW-29 OFFICIAL SECRETS ACTS FW-29.1 The Supplier shall (where applicable) comply with and shall ensure that the Supplier Staff comply with, the provisions of: FW-29.1.1 the Official Secrets Act 1911 to 1989; and FW-29.1.2 Section 182 of the Finance Act 1989. FW-29.2 In the event that the Supplier or the Supplier Staff fails to comply with this Clause, the Authority reserves the right to terminate this Framework Agreement with immediate effect by giving notice in writing to the Supplier. FW-30 THE CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 FW-30.1 A person who is not party to this Framework Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Framework Agreement but this does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act. UNCLASSIFIED Page 14

FRAMEWORK AGREEMENT: Terms and Conditions G-Cloud 5 BY SIGNING AND RETURNING THIS FRAMEWORK AGREEMENT THE SUPPLIER AGREES to comply with all the terms of this legally binding Framework Agreement Ref: RM1557v to provide the G-Cloud Services. The Parties hereby acknowledge and agree that they have read this Framework Agreement and its Schedules and by signing below agree to be bound by the terms of this Framework Agreement. Signed duly authorised for and on behalf of the SUPPLIER Company Name: Software AG (UK) Limited Signature:... Name: Position: Date: TIM FOX COMPANY SECRETARY... Signed for and on behalf of the AUTHORITY Signature:... Name: Sally Collier Position: Managing Director Date:... UNCLASSIFIED Page 15

FRAMEWORK AGREEMENT: Schedule 1 G-Cloud 5 Schedule 1: G-Cloud Services [Guidance Note: The purpose of this Schedule 1 is to provide the contractual statement of the G-Cloud Services, service levels (where applicable) to the Framework Agreement and subject to Order by Contracting Bodies. At such time as a Contracting Body places an Order for the G-Cloud Services, the details of those Services in this Schedule will be specified in the ensuing Call-Off Agreement.] G-CLOUD SERVICES S1-1 This Framework Agreement covers the provision of G-Cloud Services including but not limited to: S1-1.1 LOT 1 S1-1.1.1 Infrastructure as a service (IaaS) as defined by the U. S Department of Commerce, National Institute of Standards and Technology ( NIST ) as: S1-1.2 LOT 2 the capability provided to the Customer is to provision processing, storage, networks, and other fundamental computing resources where the Customer is able to deploy and run arbitrary software, which can include operating systems and applications. The Customer does not manage or control the underlying cloud infrastructure but has control over operating systems, storage, and deployed applications; and possibly limited control of select networking components (e.g., host firewalls). S1-1.2.1 Platform as a service (PaaS) as defined by NIST as: S1-1.3 LOT 3 the capability provided to the Customer is to deploy onto the cloud infrastructure Customer-created or acquired applications created using programming languages, libraries, services, and tools supported by the Supplier The Customer does not manage or control the underlying cloud infrastructure including network, servers, operating systems, or storage, but has control over the deployed applications and possibly configuration settings for the application-hosting environment. S1-1.3.1 Software as a service (SaaS) as defined by NIST as: S1-1.4 LOT 4 S1-1.4.1 Specialist cloud services: the capability provided to the Customer is to use the provider s applications running on a cloud infrastructure2. The applications are accessible from various client devices through either a thin client interface, such as a web browser (e.g., web-based email), or a program interface. The Customer does not manage or control the underlying cloud infrastructure including network, servers, operating systems, storage, or even individual application capabilities, with the possible exception of limited user-specific application configuration settings. S1-1.4.1.1 S1-1.4.1.2 S1-1.4.1.3 S1-1.4.1.4 S1-1.4.1.5 S1-1.4.1.6 Onboarding services for Cloud related services only Design Authority Business Analysis for Cloud related services only Design and Development Project Specification and Selection Deployment UNCLASSIFIED Page 16

FRAMEWORK AGREEMENT: Schedule 1 G-Cloud 5 S1-1.4.1.7 S1-1.4.1.8 Transition Management User Management S1-1.4.2 Service Integration and Management Services (SIAM): S1-1.4.2.1 S1-1.4.2.2 S1-1.4.2.3 S1-1.4.2.4 S1-1.4.2.5 S1-1.4.2.6 Enterprise Architecture Project Management, Programme Management and Governance Service and Systems Integration Service Management Software Support Helpdesk S1-1.4.3 Information management and digital continuity: S1-1.4.3.1 S1-1.4.3.2 S1-1.4.3.3 S1-1.4.3.4 S1-1.4.3.5 ediscovery Data recovery, conversion and migration Data quality Digital archiving Data storage consultancy for Cloud related services only S1-2 G-CLOUD ADDITIONAL SERVICES S1-2.1 The G-Cloud Additional Services are designed to be delivered as components of an integrated service model and are considered by the Authority to be enabling services to enable an end to end delivery of the G-Cloud Services. S1-2.2 A full service description for G-Cloud Additional Services must be included by the Supplier and the service MUST be G-Cloud Service related. In the event that the service is deemed not to be the G-Cloud Services related they will be removed from the Framework. S1-2.3 G-Cloud Additional Services are defined as ancillary services required to ensure the correct operation of the primary G-Cloud Services. S1-2.4 For clarity the following services are excluded from G-Cloud Additional Services- Co-Location Services Non-Cloud related services/ consultancy Bespoke digital project build services for agile software development S1-3 SERVICE DEFINITION S1-3.1 The Tender shall include a Service Definition for each service which will include, but is not limited to the following headings: S1-3.1.1 An overview of the G-Cloud Service (functional, non functional); S1-3.1.2 Information assurance UNCLASSIFIED Page 17

FRAMEWORK AGREEMENT: Schedule 1 G-Cloud 5 S1-3.1.2.1 S1-3.1.2.2 S1-3.1.2.3 S1-3.1.2.4 S1-3.1.2.5 the Impact Levels (IL) at which the G-Cloud Service is accredited to hold and process information. which public sector organisation granted this accreditation or whether it is pan-government accredited (PGA). if the G-Cloud Service is not currently accredited please also indicate the target Impact Levels (IL) at which you believe the G-Cloud Service is able to hold and process information whether you hold a suitably scoped ISO27001 certificate for this G-Cloud Service. if this G-Cloud Service is not appropriate for accreditation then please indicate why (i.e. IL0 services and most Lot 4 Specialist cloud services that do not include infrastructure, platform, or software); S1-3.1.3 Details of the level of data restoration/backup/restore and disaster recovery that will be provided; S1-3.1.4 On-boarding and Off-boarding processes/service migration/scope etc.; S1-3.1.5 A brief overview of pricing (including unit prices, volume discounts (if any), data extraction etc.) Full pricing information should be submitted in the mandatory Pricing Document as part of your tender response; S1-3.1.6 Service management details; S1-3.1.7 Service constraints (e.g. maintenance windows, level of customisation permitted, schedule for deprecation of functionality/features etc.); S1-3.1.8 Service Levels (e.g. performance, availability, support hours, severity definitions etc.); S1-3.1.9 Financial recompense model for not meeting service levels; S1-3.1.10 S1-3.1.11 S1-3.1.12 Training; Ordering and invoicing process; Termination process: S1-3.1.12.1 By consumers (i.e. consumption); and S1-3.1.12.2 By the Supplier (removal of the G-Cloud Service); S1-3.1.13 Technical requirements (service dependencies and detailed technical interfaces, e.g. client side requirements, bandwidth/latency requirements etc.); and S1-1.1.15 Details of any trial service available S1-3.2 The Supplier was successful in Lot(s): 3 and 4 S1-4 THE SUPPLIER TERMS S1-4.1 The Supplier Terms will be the terms and conditions set out in the form supplied as part of their Tender. UNCLASSIFIED Page 18

FRAMEWORK AGREEMENT: Schedule 2 G-Cloud 5 Schedule 2: Call-Off Terms [Guidance Note: This Order Form is an example issued subject to the provisions of the Framework Agreement entered into between the Authority and the Supplier it may be used by Customers to specify their exact requirements when placing an Order. The purpose of the Order Form is to specify what G-Cloud Services are being ordered under the Call-Off Agreement. Typically the specific services, quantities, and any other particulars that need to be agreed between Customer and Supplier will need to be set out in the form. The Order Form cannot be used to alter existing terms or add any supplementary terms that materially change the G-Cloud Service offered by the Supplier and defined in the tender documents that include, but are not limited to, the Service Definition and the Supplier Terms. There are a small number of terms within the Call-Off Agreement that may be defined in the Order Form these are denoted in the contract with the use of square brackets e.g. [this is a term you can alter].] Date [ ] Order Reference [ ] FROM: Customer [ ] Customer Customer s Address [ ] Invoice Address [ ] Principal Contact Name: [ ] Address: [ ] Phone: [ ] e-mail: [ ] Fax: [ ] TO: Supplier [ ] Supplier Supplier s Address [ ] Account Manager Name: [ ] Address: [ ] Phone: [ ] e-mail: [ ] Fax: [ ] [Guidance Note: Where a parent company guarantee is required, include the wording below and populate the box below with the parent company's details. Where a parent company guarantee is not required then the section below and other references to the guarantee should be deleted.] UNCLASSIFIED Page 19

FRAMEWORK AGREEMENT: Schedule 2 G-Cloud 5 [PARENT COMPANY This Call-Off Agreement is conditional upon the provision of a Guarantee to the Customer from the Guarantor in respect of the Supplier.] [Parent Company [Company Name] "Guarantor" Parent Company Address [Company Address] Account Manager: Name: [Account Manager Name] Address: Phone: Email: Fax: [Account Manager Address] [Account Manager Address] [Account Manager email] [Account Manger Fax (if applicable)] 1. TERM 1.1 Commencement Date This Call-Off Agreement commences on: [dd/mm/yyyy] [Guidance Note: Insert the date on which this Call-Off Agreement is to take effect.] 1.2 Expiry Date This Call-Off Agreement shall expire on: 1.2.1 [dd/mm/yyyy]; or 1.2.2 the second (2) anniversary of the Commencement Date; whichever is the earlier, unless terminated earlier pursuant to Clause CO-9 of the Call-Off Agreement. 1.3 Services Requirements 1.3.1 This Order is for the G-Cloud Services outlined below. It is acknowledged by the Parties that the volume of the G-Cloud Services utilized by Customer may vary from time to time during the course of this Call-Off Agreement, subject always to the terms of the Call-Off Agreement. 1.3.2 G-Cloud Services [Guidance Note: Include sufficient details of the services, volumes and other information required for the order. You should list all services considered when awarding the Call-Off Agreement and likely to be consumed during the duration of the Call-Off Agreement. Due to the elastic / consumption based nature of G-Cloud Services it is not possible in a static Order Form to exactly define the consumption of services over the duration of the Call-Off Agreement hence you should state the initial volumes of all services that are likely to be consumed under the Call-Off Agreement. If there is a service that will be consumed under the Call-Off Agreement but not on the Commencement Date simply put zero for the initial quantity. Add whatsoever volume / peak consumption information is commensurate with the nature of the services being ordered. In some cases initial order volumes for each G-Cloud Service will suffice.] UNCLASSIFIED Page 20

FRAMEWORK AGREEMENT: Schedule 2 G-Cloud 5 1.3.2.1 Lot1 IaaS [Services]; 1.3.2.2 Lot 2 PaaS [Services]; 1.3.2.3 Lot 3 SaaS [Services]; and / or 1.3.2.4 Lot 4 Specialist Cloud Services [Services]. 1.3.2.5 G-Cloud Additional Services 2. PRINCIPAL LOCATIONS 2.1 Principal locations where the services are being performed [Performance Location/Premises] [Guidance Note: If relevant, include details of the main locations, including arms length bodies, being served by the Supplier through this Call-Off Agreement. For many services location will not be relevant. For Lot 4 Specialist Cloud Services, particularly where there is on-site service provision, location should always be provided at the time of the Order.] 3. STANDARDS 3.1 Quality Standards [Insert Quality Standards]. 3.2 Technical Standards [Insert Technical Standards]. [Guidance Note: Where service standards are relevant to the Order of the G-Cloud Services. That is where a given G-Cloud Services offers multiple standards one should indicate which one(s) are required e.g. if multiple file formats are offered and need to be stipulated at the time of order. This section cannot be used to stipulate quality or technical standards not already offered or defined in the G-Cloud Service as either a requirement or acceptance criteria. This section should also be used to stipulate the need for PSN compliance for the given G-Cloud Services] 4. ONBOARDING 4.1 On-boarding [Insert Details of On-Boarding] [Guidance Note: Consider if any information that may be relevant at the time of Order such as data volumes, formats etc. With many self-service G-Cloud Services, no details will be required.] 5. CUSTOMER RESPONSIBILITIES UNCLASSIFIED Page 21

FRAMEWORK AGREEMENT: Schedule 2 G-Cloud 5 5.1 Customer s Responsibilities [Insert Customer s Responsibilities] [Guidance Note: Include details of any specific requirements/responsibilities on the Customer for example, the granting of access to the relevant site, provision of a telephone line etc. This may be of particular relevance for Lot 4, Specialist Cloud Services.] 5.2 Customer s equipment [Insert Customer s Equipment] [Guidance Note: Insert details of any equipment and agreement if/where necessary from third parties that the Customer is responsible for providing. Do not re-state any basic technical requirements for services to operate already stated in the Service Description e.g. do not include works only with browser version x.] 6. PAYMENT 6.1 Payment profile and method of payment Charges payable by the Customer (including any applicable discount but excluding VAT), payment profile and method of payment (e.g. Government Procurement Card (GPC) or BACS [Insert Details of Payment and Payment Methods] Indicate preferred payment profile by selecting one from: 6.1.1 [Monthly in arrears] 6.1.2 [Quarterly in arrears] [Guidance Note: Many suppliers offer payment options, state here which method of payment and profile has been agreed.] 6.2 Invoice format The Supplier shall issue [electronic]/[paper] invoices [Monthly]/[Quarterly] in arrears. The Customer shall pay the Supplier within [thirty (30) calendar days] of receipt of a valid invoice, submitted in accordance with this paragraph 6.2 the payment profile set out in paragraph 6.1 above and the provisions of this Call-Off Agreement. [Guidance Note: specify the type of invoicing required and the particular details to be included on each invoice,. Again, foreign currency may be stipulated by the Supplier and can be accommodated here.] 7. DISPUTE RESOLUTION 7.1 Level of Representative to whom disputes should be escalated to: [Level] (Finance director or equivalent). 7.2 Mediation Provider Centre for Effective Dispute Resolution. 8. LIABILITY UNCLASSIFIED Page 22

FRAMEWORK AGREEMENT: Schedule 2 G-Cloud 5 Subject to the provisions of Clause CO 11 Liability of the Call Off Agreement: 8.1 The annual aggregate liability of either Party for all defaults resulting in direct loss of or damage to the property of the other Party (including technical infrastructure, assets, equipment or IPR but excluding any loss or damage to the Customer Data or Customer Personal Data) under or in connection with this Call Off Agreement shall in no event exceed [ X million]. [Guidance Note: Insert cap on any property related claims] 8.2 The annual aggregate liability for all defaults resulting in direct loss, destruction, corruption, degradation or damage to the Customer Data or the Customer Personal Data or any copy of such Customer Data, caused by the Supplier's default under or in connection with this Call Off Agreement shall in no event exceed [ X million] /[fifty percent (50%)] of the Charges payable by the Customer to the Supplier during the Call Off Agreement Period]. 8.3 The annual aggregate liability under this Call Off Agreement of either Party for all defaults shall in no event exceed the greater of [ 100,000] [or one hundred and twenty five per cent (125%) per cent of the Charges payable by the Customer to the Supplier during the Call Off Agreement Period.] [Guidance Note to the Customer: consider what figure will represent adequately cover for potential loss in relation to contract breaches. You can either accept the 125% or include a figure (which may be 100,000) that adequately covers your potential loss.] [Guidance Note to Customer: Consider if the above caps on liability are appropriate and make any changes that may be considered necessary in accordance with the Call-Off Agreement. ] 9. INSURANCE 9.1 Minimum Insurance Period [Six (6) Years following the expiration or earlier termination of this Call-Off Agreement] 9.2 To comply with its obligations under this Call-Off Agreement and as a minimum, where requested by the Customer in writing the Supplier shall ensure that: - professional indemnity insurance is held by the Supplier and by any agent, Sub-Contractor or consultant involved in the supply of the G-Cloud Services and that such professional indemnity insurance has a minimum limit of indemnity of [one million pounds sterling ( 1,000,000)] for each individual claim or such higher limit as the Customer may reasonably require (and as required by Law) from time to time; - employers' liability insurance with a minimum limit of five million pounds sterling ( 5,000,000) or such higher minimum limit as required by Law from time to time. [Guidance Note to Customer: Consider if the above limits of insurance are appropriate and make any changes that may be considered necessary in accordance with the Call-Off Agreement. ] 10. TERMINATION 10.1 Undisputed Sums Time Period At least ninety (90) Working Days of the date of the written notice specified in Clause CO 9.4 of the Call-Off Agreement. 10.2 Termination Without Cause At least thirty (30) Working Days in accordance with Clause CO9.2 of the Call-Off Agreement. UNCLASSIFIED Page 23

FRAMEWORK AGREEMENT: Schedule 2 G-Cloud 5 11. AUDIT AND ACCESS Twelve (12) Months after the expiry of the Call-Off Agreement Period or following termination of this Call-Off Agreement. 12. [PERFORMANCE OF THE SERVICES AND DELIVERABLES 12.1 Implementation Plan and Milestones (including dates for completion) [Guidance Note: Consider what Milestones should be inserted into the table below, together with associated Deliverables and what the dates for achievement of those milestones should be. Please also refer to the Service Levels/Response times detailed in the Supplier G-Cloud Catalogue entry and/or Supplier Terms] 12.2 [The Implementation Plan as at the Commencement Date is set out below:]/[set out in Schedule 8 (Implementation Plan)] Milestone Deliverables (bulleted list showing all deliverables (and associated tasks) required for each milestone) Duration Milestone Date Customer Responsibilities 12.1.1 If so required by the Customer, the Supplier shall produce within one (1) Month of the Commencement Date a further version of the Implementation Plan (based on the above plan) in such further detail as the Customer may reasonably require. The Supplier shall ensure that each version of the Implementation Plan is subject to Customer s written approval. The Supplier shall ensure that the Implementation Plan is maintained and updated on a regular basis as may be necessary to reflect the then current state of the implementation transition and/or transformation of the Services. 12.1.2 The Customer shall have the right to require the Supplier to include any reasonable changes or provisions in each version of the Implementation Plan. 12.1.3 The Supplier shall perform its obligations so as to achieve each milestone by the milestone date. 12.1.4 Changes to the milestones shall only be made in accordance with the Change Control Procedure and provided that the Supplier shall not attempt to postpone any of the milestones using the Change Control Procedure or otherwise (except in the event of a Customer default which affects the Supplier's ability to achieve a milestone by the relevant milestone date).] 13. [COLLABORATION AGREEMENT In accordance with Clause CO-21 of this Contract, the Customer [requires][does not require] the Supplier to enter into a Collaboration Agreement. [The Collaboration Agreement shall be entered into on the Commencement Date.] [the Supplier shall deliver to the Customer an executed Collaboration Agreement]. ] [Guidance Note to Customer: Consider if a Collaboration Agreement is required to ensure the operation of the G-Cloud Services within your supply chain. Customers should consider using this where they wish to provide for the ongoing cooperation of Suppliers in the provision of services UNCLASSIFIED Page 24

FRAMEWORK AGREEMENT: Schedule 2 G-Cloud 5 under their respective Call-Off Agreement to the Customer] BY SIGNING AND RETURNING THIS ORDER FORM THE SUPPLIER AGREES to enter a legally binding contract with the Customer to provide the G-Cloud Services. The Parties hereby acknowledge and agree that they have read the Call-Off Terms and the Order Form and by signing below agree to be bound by the terms of this Call-Off Agreement. For and on behalf of the Supplier: Name and Title Position Signature Date For and on behalf of the Customer: Name and Title Position Signature Date UNCLASSIFIED Page 25

FRAMEWORK AGREEMENT: Schedule 2 G-Cloud 5 G-CLOUD SERVICES CALL-OFF TERMS [INSERT NAME OF CUSTOMER] - and - [INSERT NAME OF G-CLOUD SERVICES PROVIDER] relating to the provision of G-Cloud Services. UNCLASSIFIED Page 26

FRAMEWORK AGREEMENT: Schedule 2 G-Cloud 5 CALL-OFF AGREEMENT TERMS AND CONDITIONS THIS CONTRACT is made on the [ ] day of [ ] 20[ ] BETWEEN (1) [insert name of CUSTOMER] of [insert address] (the Customer ); and (2) [insert name of Supplier], a company registered in [insert country] under company number [insert number] and whose registered office is at [insert address] (the Supplier ). IT IS AGREED AS FOLLOWS: CO-1 OVERRIDING PROVISIONS CO-1.1 CO-1.2 The Supplier agrees to supply the G-Cloud Services and any G-Cloud Additional Services in accordance with the Call-Off Terms, including Supplier s own terms and conditions as identified in Framework Schedule 1 (G-Cloud Services) and incorporated into this Call-Off Agreement. In the event of and only to the extent of any conflict or ambiguity between the Clauses of this Call-Off Agreement, the provisions of the Schedules, any document referred to in the Clauses of this Call-Off Agreement (including Supplier s terms and conditions) and the Framework Agreement, the conflict shall be resolved in accordance with the following order of precedence: CO-1.2.1 the Framework Agreement (excluding Framework Schedule 2) CO-1.2.2 the Clauses of this Call-Off Agreement (excluding Supplier Terms); CO-1.2.3 the completed Order Form; CO-1.2.4 the Collaboration Agreement (Framework Schedule 7); CO-1.2.5 the Supplier s terms and conditions as set out in the Framework Schedule 1 (G-Cloud Services); and CO-1.2.6 any other document referred to in the Clauses of this Call-Off Agreement. CO-1.3 The Supplier acknowledges and accepts that the order of prevailing provisions as set out in Clause CO-1.2 above. CO-2 PREVENTION OF BRIBERY AND CORRUPTION CO-2.1 If the Supplier breaches CO-2.1.1 Clauses FW-22.1 or FW-22.2 of the Framework Agreement; or, CO-2.1.2 the Bribery Act 2010 in relation to the Framework Agreement the Customer may terminate this Call-Off Agreement. CO-2.2 The Parties agree that the Management Charge payable in accordance with Clause FW-9 does not constitute an offence under section 1 of the Bribery Act 2010. CO-3 PROTECTION OF INFORMATION CO-3.1 CO-3.2 The provisions of this Clause CO-3, shall apply during the Call-Off Agreement Period and for such time as the Supplier holds the Customer Personal Data. The Supplier shall and shall procure that Supplier s Staff comply with any notification requirements under the DPA and both Parties undertake to duly observe all their obligations under the DPA which arise in connection with the Call-Off Agreement. UNCLASSIFIED Page 27

FRAMEWORK AGREEMENT: Schedule 2 G-Cloud 5 CO-3.3 To the extent that the Supplier is Processing the Order Personal Data the Supplier shall: CO-3.3.1 ensure that it has in place appropriate technical and organisational measures to ensure the security of the Order Personal Data (and to guard against unauthorised or unlawful Processing of the Order Personal Data and against accidental loss or destruction of, or damage to, the Order Personal Data; and CO-3.3.2 provide the Customer with such information as the Customer may reasonably request to satisfy itself that the Supplier is complying with its obligations under the DPA; CO-3.3.3 promptly notify the Customer of any breach of the security measures to be put in place pursuant to this Clause; and CO-3.3.4 ensure that it does not knowingly or negligently do or omit to do anything which places the Customer in breach of its obligations under the DPA. CO-3.4 To the extent that the Supplier Processes Service Personal Data the Supplier shall: CO-3.4.1 Process Service Personal Data only in accordance with written instructions from the Customer as set out in this Call-Off Agreement; CO-3.4.2 Process the Service Personal Data only to the extent, and in such manner, as is necessary for the provision of the G-Cloud Services or as is required by Law or any Regulatory Body; CO-3.4.3 implement appropriate technical and organisational measures to protect Service Personal Data against unauthorised or unlawful Processing and against accidental loss, destruction, damage, alteration or disclosure. These measures shall be appropriate to the harm which might result from any unauthorised or unlawful Processing, accidental loss, destruction or damage to Service Personal Data and having regard to the nature of the Service Personal Data which is to be protected; CO-3.4.4 take reasonable steps to ensure the reliability of any Supplier Staff who have access to Service Personal Data; CO-3.4.5 ensure that all Supplier Staff required to access Service Personal Data are informed of the confidential nature of the Service Personal Data and comply with the obligations set out in this Clause; CO-3.4.6 ensure that none of the Supplier Staff publish, disclose or divulge Customer s Personal Data to any third party unless necessary for the provision of the G-Cloud Services under the Call-Off Agreement and/or directed in writing to do so by the Customer; CO-3.4.7 notify the Customer within five (5) Working Days if it receives: CO-3.4.7.1 a request from a Data Subject to have access to Service Personal Data relating to that person; or CO-3.4.7.2 a complaint or request relating to the Customer s obligations under the Data Protection Legislation; CO-3.4.8 provide the Customer with full cooperation and assistance in relation to any complaint or request made relating to Service Personal Data, including by: CO-3.4.8.1 providing the Customer with full details of the complaint or request; CO-3.4.8.2 complying with a data access request within the relevant timescales set out in the Data Protection Legislation and in accordance with the Customer s instructions; UNCLASSIFIED Page 28

FRAMEWORK AGREEMENT: Schedule 2 G-Cloud 5 CO-3.4.8.3 providing the Customer with any Service Personal Data it holds in relation to a Data Subject (within the timescales required by the Customer); and CO-3.4.8.4 providing the Customer with any information requested by the Data Subject. CO-3.5 The Supplier shall: CO-3.5.1 permit the Customer or the Customer s Representative (subject to the reasonable and appropriate confidentiality undertakings), to inspect and audit the Supplier's data Processing activities (and/or those of its agents, subsidiaries and Sub-Contractors) or provide to the Customer an independent third party inspection and audit certificate in lieu of the same (unless otherwise agreed between the Parties, the option of providing a certificate in lieu shall not be available at IL3 and above) and shall comply with all reasonable requests or directions by the Customer to enable the Customer to verify and/or procure that the Supplier is in full compliance with its obligations under this Call- Off Agreement; and/or CO-3.5.2 subject to Clause CO-3.6 agree to an appointment of an independent auditor selected by the Supplier to undertake the activities in Clause CO-3.5.1 provided such selection is acceptable to the Customer or Customer Representative (subject to such independent auditor complying with the reasonable and appropriate confidentiality undertakings). CO-3.6 The Supplier Shall: CO-3.6.1 obtain prior written consent from the Customer in order to transfer Customer Personal Data to any other person (including for the avoidance of doubt any Sub-Contractors) for the provision of the G-Cloud Services; CO-3.6.2 not cause or permit to be Processed, stored, accessed or otherwise transferred outside the EEA any Customer Personal Data supplied to it by the Customer without the prior written consent of the Customer. Where the Customer consents to such Processing, storing, accessing or transfer outside the European Economic Area the Supplier shall: CO-3.6.2.1 comply with the obligations of a Data Controller under the Eighth Data Protection Principle set out in Schedule 1 of the Data Protection Act 1998 by providing an adequate level of protection to any Personal Data that is so processed, stored, accessed or transferred; CO-3.6.2.2 comply with any reasonable instructions notified to it by the Customer and either: CO-3.6.2.3 incorporate standard and/or model clauses (which are approved by the European Commission as offering adequate safeguards under the Data Protection Legislation) or warrant that that the obligations set out in the Supplier Terms provide Adequate protection for Personal Data. CO-3.7 CO-3.8 The Supplier shall not perform its obligations under this Call-Off Agreement in such a way as to cause the Customer to breach any of its applicable obligations under the Data Protection Legislation. The Supplier acknowledges that, in the event that it breaches (or attempts or threatens to breach) its obligations relating to Personal Data that the Customer may be irreparably harmed (including harm to its reputation). In such circumstances, the Customer may proceed directly to court and seek injunctive or other equitable relief to remedy or prevent any further breach (or attempted or threatened breach). CO-4 CONFIDENTIALITY CO-4.1 Except to the extent set out in this Clause or where disclosure is expressly permitted elsewhere in this Call-Off Agreement, each Party shall: UNCLASSIFIED Page 29

FRAMEWORK AGREEMENT: Schedule 2 G-Cloud 5 CO-4.1.1 treat the other Party s Confidential Information as confidential and safeguard it accordingly; and CO-4.1.2 not disclose any Confidential Information belonging to the other Party to any other person without the prior written consent of the other Party, except to such persons and to such extent as may be necessary for the performance of this Call-Off Agreement. CO-4.2 CO-4.3 CO-4.4 The Supplier may only disclose the Customer's Confidential Information to the Supplier Staff who are directly involved in the provision of the G-Cloud Services and who need to know the information, and shall ensure that such Supplier Staff are aware of and shall comply with these obligations as to confidentiality. The Supplier shall not, and shall procure that the Supplier Staff do not, use any of the Customer's Confidential Information received otherwise than for the purposes of this Call-Off Agreement. The provisions of Clauses CO-4.1 shall not apply to the extent that: CO-4.4.1 such disclosure is a requirement of Law placed upon the Party making the disclosure, including any requirements for disclosure under Clause CO-7 (Transparency) and the FOIA, the Ministry of Justice Code or the Environmental Information Regulations pursuant to Clause CO-6 (Freedom of Information); CO-4.4.2 such information was in the possession of the Party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; CO-4.4.3 such information was obtained from a third party without obligation of confidentiality; CO-4.4.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Call-Off Agreement; or CO-4.4.5 it is independently developed without access to the other Party's Confidential Information. CO-4.5 Nothing in this Call-Off Agreement shall prevent the Customer from disclosing the Supplier's Confidential Information (including the Management Information obtained under Clause FW-8 (Provision of Management Information) of the Framework Agreement): CO-4.5.1 for the purpose of the examination and certification of the Customer s accounts; CO-4.5.2 for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Customer has used its resources; CO-4.5.3 to any Crown body or any Other Contracting Body. All Crown bodies or Contracting Bodies receiving such Supplier's Confidential Information shall be entitled to further disclose the Supplier's Confidential Information to other Crown bodies or Other Contracting Bodies on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown body or any Contracting Body; or CO-4.5.4 to any consultant, contractor or other person engaged by the Customer (on the basis that the information shall be held by such consultant, contractor or other person in confidence and is not to be disclosed to any third party) or any person conducting a Cabinet Office or ERG Gateway review or any additional assurance programme. CO-4.6 CO-4.7 In the event that the Supplier fails to comply with Clauses CO-4.1 to Clause CO-4.4, the Customer reserves the right to terminate this Call-Off Agreement with immediate effect by notice in writing. In order to ensure that no unauthorised person gains access to any Confidential Information or any data obtained in performance of this Call-Off Agreement, the Supplier undertakes to maintain adequate security arrangements that meet the requirements of Good Industry Practice. UNCLASSIFIED Page 30

FRAMEWORK AGREEMENT: Schedule 2 G-Cloud 5 CO-4.8 CO-4.9 The Supplier will immediately notify the Customer of any breach of security in relation to Customer Confidential Information obtained in the performance of this Call-Off Agreement and will keep a record of such breaches. The Supplier will use its best endeavours to recover such Customer Confidential Information however it may be recorded. This obligation is in addition to the Supplier's obligations under Clauses CO-4.1 to Clause CO-4.4. The Supplier will co-operate with the Customer in any investigation that the Customer considers necessary to undertake as a result of any breach of security in relation to Customer Confidential Information. Subject always to Clause CO-11.4 the Supplier shall, at all times during and after the Call-Off Agreement Period, indemnify the Customer and keep the Customer fully indemnified against all losses, damages, costs or expenses and other liabilities (including legal fees) incurred by, awarded against the Customer arising from any breach of the Supplier's obligations under the DPA or this Clause CO-4 (Confidentiality) except and to the extent that such liabilities have resulted directly from the Customer's instructions. CO-5 CUSTOMER DATA CO-5.1 CO-5.2 CO-5.3 The Supplier shall not delete or remove any proprietary notices contained within or relating to the Customer Data. The Supplier shall not store, copy, disclose, or use the Customer Data except as necessary for the performance by the Supplier of its obligations under this Call-Off Agreement or as otherwise expressly approved by the Customer. The Supplier shall ensure that any system on which the Supplier holds any Customer Data, including back-up data, is a secure system that complies with the Supplier security policy. STATUTORY OBLIGATIONS AND REGULATIONS CO-6 FREEDOM OF INFORMATION CO-6.1 CO-6.2 The Supplier acknowledges that the Customer is subject to the requirements of the FOIA and the Environmental Information Regulations and shall assist and co-operate with the Customer to enable the Customer to comply with its Information disclosure obligations. The Supplier shall: CO-6.2.1 transfer to the Customer all Requests for Information that it receives as soon as practicable and in any event within two (2) Working Days of receiving a Request for Information; CO-6.2.2 provide the Customer with a copy of all Information, relating to a Request for Information, in its possession or control, in the form that the Customer requires within five (5) Working Days (or such other period as the Customer may specify) of the Customer's request; and CO-6.2.3 provide all necessary assistance as reasonably requested by the Customer to enable the Customer to respond to the Request for Information within the time for compliance set out in section 10 of the FOIA or regulation 5 of the Environmental Information Regulations. CO-6.3 CO-6.4 The Customer shall be responsible for determining in its absolute discretion and notwithstanding any other provision in this Call-Off Agreement or any other agreement whether the Commercially Sensitive Information and/or any other Information (including Supplier s Confidential Information) is exempt from disclosure in accordance with the provisions of the FOIA or the Environmental Information Regulations. In no event shall the Supplier respond directly to a Request for Information unless authorised in writing to do so by the Customer. UNCLASSIFIED Page 31

FRAMEWORK AGREEMENT: Schedule 2 G-Cloud 5 CO-6.5 The Supplier acknowledges that the Customer may, acting in accordance with the Ministry of Justice Code, be obliged under the FOIA, or the Environmental Information Regulations to disclose Information concerning the Supplier or the G-Cloud Services: CO-6.5.1 in certain circumstances without consulting the Supplier; or CO-6.5.2 following consultation with the Supplier and having taken its views into account; provided always that where Clause CO-6.5.3 applies the Customer shall, in accordance with any recommendations of the Ministry of Justice Code, take reasonable steps, where appropriate, to give the Supplier advanced notice, or failing that, to draw the disclosure to the Supplier's attention after any such disclosure. CO-6.5.3 The Supplier acknowledges that the description of information as Commercially Sensitive Information in Framework Schedule 6 (Interpretations and Definitions) is of an indicative nature only and that the Customer may be obliged to disclose it in accordance with this Clause CO-6. CO-7 TRANSPARENCY CO-7.1 CO-7.2 CO-7.3 CO-7.4 The Parties acknowledge that, except for any information which is exempt from disclosure in accordance with the provisions of the FOIA, the content of this Call-Off Agreement is not Confidential Information. The Customer shall be responsible for determining in its absolute discretion whether any of the content of this Call-Off Agreement is exempt from disclosure in accordance with the provisions of the FOIA. Notwithstanding any other term of this Call-Off Agreement, the Supplier hereby gives its consent for the Customer to publish this Call-Off Agreement in its entirety (but with any information which is exempt from disclosure in accordance with the provisions of the FOIA redacted), including from time to time agreed changes to this Call-Off Agreement, to the general public. The Customer may consult with the Supplier to inform its decision regarding any redactions but the Customer shall have the final decision in its absolute discretion. The Supplier shall assist and cooperate with the Customer to enable the Customer to publish this Call-Off Agreement. CO-8 OFFICIAL SECRETS ACTS CO-8.1 The Supplier shall comply with and shall ensure that the Supplier Staff comply with, the provisions of: CO-8.1.1 the Official Secrets Act 1911 to 1989; and CO-8.1.2 Section 182 of the Finance Act 1989. CO-8.2 In the event that the Supplier or the Supplier Staff fails to comply with this Clause, the Customer reserves the right to terminate this Call-Off Agreement with immediate effect by giving notice in writing to the Supplier. CO-9 TERM AND TERMINATION CO-9.1 This Call-Off Agreement shall take effect on the Effective Date and shall expire on: CO-9.1.1 the date specified in paragraph 1.2 of the Order Form; or CO-9.1.2 twenty four (24) Months after the Effective Date, whichever is the earlier, unless terminated earlier pursuant to this Clause CO-9. CO-9.2 Termination without Cause UNCLASSIFIED Page 32

FRAMEWORK AGREEMENT: Schedule 2 G-Cloud 5 CO-9.2.1 The Customer shall have the right to terminate this Call-Off Agreement at any time by giving the length of written notice to the Supplier as set out in paragraph 10.2 of the Order Form. CO-9.3 Termination on Change of Control CO-9.3.1 The Supplier shall notify the Customer immediately if the Supplier undergoes a change of control within the meaning of Section 450 of the Corporation Tax Act 2010 ("Change of Control") and provided this does not contravene any Law shall notify the Customer immediately in writing of any circumstances suggesting that a Change of Control is planned or in contemplation. The Customer may terminate the Call-Off Agreement by notice in writing with immediate effect within six (6) Months of: CO-9.3.1.1 being notified in writing that a Change of Control has occurred or is planned or in contemplation; or CO-9.3.1.2 where no notification has been made, the date that the Customer becomes aware of the Change of Control, but shall not be permitted to terminate where a written approval was granted prior to the Change of Control. CO-9.3.2 For the purposes of Clause CO-9.3.1, any transfer of shares or of any interest in shares by its affiliate company where such transfer forms part of a bona fide reorganisation or restructuring shall be disregarded. CO-9.4 Termination by Supplier CO-9.4.1 If the Customer fails to pay the Supplier undisputed sums of money when due, the Supplier shall notify the Customer in writing of such failure to pay and allow the Customer five (5) calendar days to settle undisputed invoice. If the Customer fails to pay such undisputed sums within allotted additional 5 calendar days, the Supplier may terminate this Call-Off Agreement subject to giving the length of notice as specified in paragraph 10.1 of the Order Form. CO-9.5 Termination on Insolvency CO-9.5.1 The Customer may terminate this Call-Off Agreement with immediate effect by notice in writing where the Supplier: CO-9.5.1.1 being an individual, or where the Supplier is a firm, any partner or partners in that firm who together are able to exercise direct or indirect control, as defined by Section 416 of the Income and Corporation Taxes Act 1988, and: CO-9.5.1.2 shall at any time become bankrupt or shall have a receiving order or administration order made against him or shall make any composition or arrangement with or for the benefit of his creditors, or shall make any conveyance or assignment for the benefit of his creditors, or shall purport so to do, or appears unable to pay or to have no reasonable prospect of being able to pay a debt within the meaning of Section 268 of the Insolvency Act 1986, or any similar event occurs under the law of any other jurisdiction; or CO-9.5.1.3 a creditor or encumbrancer 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 Supplier's assets and such attachment or process is not discharged within fourteen (14) calendar days; or CO-9.5.1.4 he dies or is adjudged incapable of managing his affairs within the meaning of Part VII of the Mental Health Act 1983; or UNCLASSIFIED Page 33

FRAMEWORK AGREEMENT: Schedule 2 G-Cloud 5 CO-9.5.1.5 the Supplier suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of his business. CO-9.5.2 being a company, passes a resolution, or the Court makes an order that the Supplier or its Parent Company be wound up otherwise than for the purpose of a bona fide reconstruction or amalgamation, or a receiver, manager or administrator on behalf of a creditor is appointed in respect of the business or any part thereof of the Supplier or its Parent Company (or an application for the appointment of an administrator is made or notice to appoint an administrator is given in relation to the Supplier or its Parent Company), or circumstances arise which entitle the Court or a creditor to appoint a receiver, manager or administrator or which entitle the Court otherwise than for the purpose of a bona fide reconstruction or amalgamation to make a winding-up order, or the Supplier or its Parent Company is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 (except where the claim is made under Section 123(1)(a) and is for an amount of less than ten thousand pounds ( 10,000)) or any similar event occurs under the law of any other jurisdiction. CO-9.6 Termination on Material Breach CO-9.6.1 The Customer may terminate this Call-Off Agreement with immediate effect by giving written notice to the Supplier if the Supplier commits a Material Breach of any obligation under this Call-Off Agreement and if: CO-9.6.1.1 the Supplier has not remedied the Material Breach within thirty (30) Working Days (or such other longer period as may be specified by the Customer) of written notice to the Supplier specifying the Material Breach and requiring its remedy; or CO-9.6.1.2 the Material Breach is not, in the opinion of the Customer capable of remedy. CO-9.7 Termination for repeated Default CO-9.7.1 If there are two or more Defaults (of a similar nature) that will be deemed a breach for Material Breach. Where the Customer considers that the Supplier has committed a repeated Default in relation to this Call-Off Agreement or any part thereof (including any part of the G-Cloud Services) and believes that the Default is remediable, then the Customer shall be entitled to serve a notice on the Supplier: CO-9.7.1.1 specifying that it is a formal warning notice; CO-9.7.1.2 giving reasonable details of the breach; and CO-9.7.1.3 stating that such breach is a breach which, if it recurs or continues, may result in a termination of this Call-Off Agreement or that part of the G-Cloud Services affected by such breach. CO-9.7.2 If, thirty (30) Working Days after service of a formal warning notice as described in Clause CO-9.7, the Supplier has failed to demonstrate to the satisfaction of the Customer that the breach specified has not continued or recurred and that the Supplier has put in place measures to ensure that such breach does not recur, then the Customer may deem such failure to be a Material Breach not capable of remedy for the purposes of Clause CO-9.6.1.2. CO-9.8 The termination (howsoever arising) or expiry of this Call-Off Agreement pursuant to this Clause 9 shall be without prejudice to any rights of either the Customer or the Supplier that shall have accrued before the date of such termination or expiry. UNCLASSIFIED Page 34

FRAMEWORK AGREEMENT: Schedule 2 G-Cloud 5 CO-9.9 Save as aforesaid, the Supplier shall not be entitled to any payment from the Customer after the termination (howsoever arising) or expiry of this Call-Off Agreement. CO-10 CONSEQUENCES OF SUSPENSION, TERMINATION AND EXPIRY CO-10.1 Where a Customer has the right to terminate a Call-Off Agreement, it may elect to suspend this Call- Off Agreement and its performance. CO-10.2 Notwithstanding the service of a notice to terminate this Call-Off Agreement or any part thereof, the Supplier shall continue to provide the Ordered G-Cloud Services until the date of expiry or termination (howsoever arising) of this Call-Off Agreement (or any part thereof) or such other date as required under this Clause CO-10. CO-10.3 Within ten (10) Working Days of the earlier of the date of expiry or termination (howsoever arising) of this Call-Off Agreement, the Supplier shall return (or make available) to the Customer: CO-10.3.1 any data (including (if any) Customer Data), Customer Personal Data and Customer Confidential Information in the Supplier s possession, power or control, either in its then current format or in a format nominated by the Customer (in which event the Customer will reimburse the Supplier s pre-agreed and reasonable data conversion expenses), together with all training manuals, access keys and other related documentation, and any other information and all copies thereof owned by the Customer, save that it may keep one copy of any such data or information for a period of up to twelve (12) Months to comply with its obligations under the Framework Schedule FW-5, or such period as is necessary for such compliance (after which time the data must be deleted); and CO-10.3.2 any sums prepaid in respect of Ordered G-Cloud Services not provided by the date of expiry or termination (howsoever arising) of this Call-Off Agreement. CO-10.4 The Customer and the Supplier shall comply with the exit and service transfer arrangements as per the Supplier s terms and conditions identified in Framework Schedule 1 (G-Cloud Services). CO-10.5 Subject to Clause CO-11 (Liability), where the Customer terminates this Call-Off Agreement under Clause CO-9.2 (Termination without Cause), the Customer shall indemnify the Supplier against any reasonable and proven commitments, liabilities or expenditure which would otherwise represent an unavoidable loss by the Supplier by reason of the termination of this Call-Off Agreement, provided that the Supplier takes all reasonable steps to mitigate such loss. Where the Supplier holds insurance, the Supplier shall reduce its unavoidable costs by any insurance sums available. The Supplier shall submit a fully itemised and costed list of such loss, with supporting evidence, of losses reasonably and actually incurred by the Supplier as a result of termination under Clause CO-9.2 (Termination without Cause). CO-11 LIABILITY CO-11.1 Nothing in this Clause CO-11 shall affect a Party s general duty to mitigate its loss. CO-11.2 Nothing in this Call-Off Agreement shall be construed to limit or exclude either Party's liability for: CO-11.2.1 death or personal injury caused by its negligence or that of its staff; CO-11.2.2 bribery, Fraud or fraudulent misrepresentation by it or that of its staff; CO-11.2.3 any breach of any obligations implied by Section 2 of the Supply of Goods and Services Act 1982; or CO-11.2.4 any other matter which, by Law, may not be excluded or limited. CO-11.3 Nothing in this Call-Off Agreement shall impose any liability on the Customer in respect of any liability incurred by the Supplier to any other person, but this shall not be taken to exclude or limit any liability of the Customer to the Supplier that may arise by virtue of either a breach of the Call-Off UNCLASSIFIED Page 35

FRAMEWORK AGREEMENT: Schedule 2 G-Cloud 5 Agreement or by negligence on the part of the Customer, or the Customer's employees, servants or agents. CO-11.4 Subject always to Clause CO-11.2, the aggregate liability of either Party under or in connection with each Year of this Call-Off Agreement (whether expressed as an indemnity or otherwise): CO-11.4.1 for all defaults resulting in direct loss to the property (including technical infrastructure, assets, IPR or equipment but excluding any loss or damage to the Customer Personal Data or Customer Data ) of the other Party, shall be subject to the financial limits set out in paragraph 8.1 of the Order Form; CO-11.4.2 and in respect of all other defaults, claims, losses or damages, whether arising from breach of contract, misrepresentation (whether tortuous or statutory), tort (including negligence), breach of statutory duty or otherwise shall not exceed the greater of a sum equivalent to the financial limit set out in paragraph 8.3 of the Order Form.. CO-11.5 Subject always to Clause CO-11.4 the Customer shall have the right to recover as a direct loss: CO-11.5.1 any additional operational and/or administrative expenses arising from the Supplier's Default; CO-11.5.2 any wasted expenditure or charges rendered unnecessary and/or incurred by the Customer arising from the Supplier's Default; and CO-11.5.3 any losses, costs, damages, expenses or other liabilities suffered or incurred by the Customer which arise out of or in connection with the loss of, corruption or damage to or failure to deliver Customer Data by the Supplier. CO-11.6 The Supplier shall not be responsible for any injury, loss, damage, cost or expense if and to the extent that it is caused by the negligence or wilful misconduct of the Customer or by breach by the Customer of its obligations under the Call-Off Agreement. CO-11.7 Subject to Clauses CO-11.2 and Clause CO-11.5, in no event shall either Party be liable to the other for any: CO-11.7.1 loss of profits; CO-11.7.2 loss of business; CO-11.7.3 loss of revenue; CO-11.7.4 loss of or damage to goodwill; CO-11.7.5 loss of savings (whether anticipated or otherwise); and/or CO-11.7.6 any indirect, special or consequential loss or damage. CO-11.8 The annual aggregate liability for all defaults resulting in direct loss, destruction, corruption, degradation or damage to the Customer Data or the Customer Personal Data or any copy of such Customer Data, caused by the Supplier's default under or in connection with this Call Off Agreement shall be subject to the financial limits set out in paragraph 8.2 of the Order Form. CO-12 INSURANCE CO-12.1 The Supplier shall effect and maintain with a reputable insurance company a policy or policies of insurance providing an adequate level of cover in respect of all risks which may be incurred by the Supplier, arising out of the Supplier's performance of its obligations under this Call-Off Agreement, including death or personal injury, loss of or damage to property or any other loss (including the insurance policies specified in the relevant paragraph of the Order Form). Such policies shall UNCLASSIFIED Page 36

FRAMEWORK AGREEMENT: Schedule 2 G-Cloud 5 include cover in respect of any financial loss arising from any advice given or omitted to be given by the Supplier. Such insurance shall be maintained for the Call-Off Agreement Period and for the minimum insurance period as set out in paragraph 9 of the Order Form. CO-12.2 The provisions of any insurance or the amount of cover shall not relieve the Supplier of any liabilities under this Call-Off Agreement. CO-13 PAYMENT, VAT AND CALL-OFF AGREEMENT CHARGES CO-13.1 In consideration of the Supplier's performance of its obligations under this Call-Off Agreement, the Customer shall pay the Charges in accordance with the Clause CO-13.2 to CO-13.8. CO-13.2 The Customer shall pay all sums properly due and payable to the Supplier in cleared funds within the time period specified in paragraph 6 of the Order Form. CO-13.3 The Supplier shall ensure that each invoice contains all appropriate references and a detailed breakdown of the G-Cloud Services supplied and that it is supported by any other documentation reasonably required by the Customer to substantiate the invoice. CO-13.4 Where the Supplier enters into a Sub-Contract it shall ensure that a provision is included in such Sub-Contract which requires payment to be made of all sums due by the Supplier to the Sub- Contractor within a specified period not exceeding thirty (30) calendar days from the receipt of a validly issued invoice, in accordance with the terms of the Sub-Contract. CO-13.5 The Supplier shall add VAT to the Charges at the prevailing rate as applicable. CO-13.6 The Supplier shall fully indemnify the Customer on demand and keep the Customer fully indemnified on a continuing basis against any liability, including without limitation against any interest, penalties or costs, which are suffered or incurred by or levied, demanded or assessed on the Customer at any time in respect of the Supplier's failure to account for or to pay any VAT relating to payments made to the Supplier under this Call-Off Agreement. Any amounts due under this Clause CO-13 shall be paid by the Supplier to the Customer not less than five (5) Working Days before the date upon which the tax or other liability is payable by the Customer. The Supplier shall not suspend the supply of the G-Cloud Services unless the Supplier is entitled to terminate this Call-Off Agreement under Clause CO-9.4 for Customer s failure to pay undisputed sums of money. Interest shall be payable by the Customer on the late payment of any undisputed sums of money properly invoiced in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended from time to time). CO-13.7 In the event of a disputed invoice, the Customer shall make payment in respect of any undisputed amount in accordance with the provisions of Clause CO-13 of this Call-Off Agreement and return the invoice to the Supplier within ten (10) Working Days of receipt with a covering statement proposing amendments to the invoice and/or the reason for any non-payment. The Supplier shall respond within ten (10) Working Days of receipt of the returned invoice stating whether or not the Supplier accepts the Customer s proposed amendments. If it does then the Supplier shall supply with the response a replacement valid invoice. CO-13.8 [The Supplier shall accept the Government Procurement Card as a means of payment for the G- Cloud Services where such card is agreed with the Customer to be a suitable means of payment. The Supplier shall be solely liable to pay any merchant fee levied for using the Government Procurement Card and shall not be entitled to recover this charge from the Customer.] CO-14 GUARANTEE CO-14.1 Where the Customer has specified in the Order Form that this Call-Off Agreement shall be conditional upon receipt of a guarantee from the Guarantor, the Supplier shall deliver to the Customer an executed guarantee from the Guarantor, on or prior to the Commencement Date; and deliver to the Customer a certified copy of the passed resolution and/or board minutes of the Guarantor approving the execution of the guarantee UNCLASSIFIED Page 37

FRAMEWORK AGREEMENT: Schedule 2 G-Cloud 5 CO-15 FORCE MAJEURE CO-15.1 Neither Party shall be liable to the other Party for any delay in performing, or failure to perform, its obligations under this Call-Off Agreement to the extent that such delay or failure is a result of Force Majeure. CO-15.2 Notwithstanding Clause CO-15.1, each Party shall use all reasonable endeavours to continue to perform its obligations under the Call-Off Agreement for the duration of such Force Majeure. However, if such Force Majeure prevents either Party from performing its material obligations under this Call-Off Agreement for a period in excess of one hundred and twenty (120) calendar days, either Party may terminate this Call-Off Agreement with immediate effect by notice in writing to the other Party. CO-16 TRANSFER AND SUB-CONTRACTING CO-16.1 The Supplier shall not assign, novate, sub-contract or in any other way dispose of this Call-Off Agreement or any part of it without the Customer s prior written approval which shall not be unreasonably withheld or delayed. Sub-Contracting any part of this Call-Off Agreement shall not relieve the Supplier of any obligation or duty attributable to the Supplier under this Call-Off Agreement. CO-16.2 The Supplier shall be responsible for the acts and omissions of its Sub-Contractors as though they are its own. CO-16.3 The Customer may assign, novate or otherwise dispose of its rights and obligations under the Call- Off Agreement or any part thereof to: CO-16.3.1 any other body established by the Crown or under statute in order substantially to perform any of the functions that had previously been performed by the Customer; or CO-16.3.2 any private sector body which substantially performs the functions of the Customer provided that any such assignment, novation or other disposal shall not increase the burden of the Supplier s obligations under the Call-Off Agreement. CO-17 THE CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 CO-17.1 A person who is not party to this Call-Off Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Call-Off Agreement but this does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act. CO-18 LAW & JURISDICTION CO-18.1 This Call-Off Agreement and/or any non-contractual obligations or matters arising out of or in connection with it, shall be governed by and construed in accordance with the Laws of England and Wales and without prejudice to the dispute resolution procedures set out in Clause FW-14 or CO-22 (Dispute Resolution) each Party agrees to submit to the exclusive jurisdiction of the courts of England and Wales and for all disputes to be conducted within England and Wales. CO-19 ADDITIONAL G-CLOUD SERVICES CO-19.1 The Customer may require the Supplier to provide the Additional G-Cloud Services. The Supplier acknowledges that the Customer is not obliged to take any Additional G-Cloud Services from the Supplier and that there is nothing preventing the Customer from receiving services that are the same as or similar to the Additional G-Cloud Services from any third party. CO-19.2 The Supplier shall provide Additional G-Cloud Services in accordance with any relevant Implementation Plan(s) and the Supplier shall monitor the performance of such services against the Implementation Plan(s). UNCLASSIFIED Page 38

FRAMEWORK AGREEMENT: Schedule 2 G-Cloud 5 CO-20 [COLLABORATION AGREEMENT CO-20.1 Where the Customer has specified in paragraph 13 of the Order Form that the Customer requires the Supplier to enter into a Collaboration Agreement, [the Supplier shall deliver to the Customer an executed Collaboration Agreement][a Collaboration Agreement should be executed between the Parties, on or prior to the Commencement Date]. CO-20.2 In addition to its obligations under any Collaboration Agreement, the Supplier shall: CO-20.2.1 work pro-actively with each of the Customer s contractors in a spirit of trust and mutual confidence; CO-20.2.2 in addition to its obligations under the Collaboration Agreement the Supplier shall cooperate with the Customer s contractors of other services to enable the efficient operation of the ICT services; and CO-20.2.3 assist in sharing information with the Customer s contractors for the purposes of facilitating adequate provision of the G-Cloud Services and/or Additional G-Cloud Services.] CO-21 VARIATION PROCEDURE CO-21.1 The Customer may request in writing a variation to this Call-Off Agreement provided that such variation does not amount to a material change of the Framework Agreement and is within the meaning of the Regulations and the Law. Such a change once implemented is hereinafter called a "Variation". CO-21.2 The Supplier shall notify the Customer immediately in writing of any changes proposed or in contemplation in relation to G-Cloud Services or their delivery by submitting Variation request. For the avoidance of doubt such changes would include any changes within the Supplier s supply chain. CO-21.3 In the event that: (a) (b) Either Party is unable to agree to or provide the Variation; the Customer may: (i) agree to continue to perform its obligations under this Call-Off Agreement without the Variation; or (ii) terminate this Call-Off Agreement by mutual agreement within 30 days with immediate effect. CO-22 DISPUTE RESOLUTION CO-22.1 The Customer and the Supplier shall attempt in good faith to negotiate a settlement of any dispute between them arising out of or in connection with this Call-Off Agreement within twenty (20) Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute to the Customer Representative and the Supplier Representative. CO-22.2 If the dispute cannot be resolved by the Parties pursuant to this Clause, the Parties shall refer it to mediation unless the Customer considers that the dispute is not suitable for resolution by mediation. CO-22.3 If the dispute cannot be resolved by mediation the Parties may refer it to arbitration. CO-22.4 The obligations of the Parties under this Call-Off Agreement shall not be suspended, cease or be delayed by the reference of a dispute to mediation or arbitration pursuant to this Clause and the Supplier and Supplier s Staff shall continue to comply fully with the requirements of this Call-Off Agreement at all times. UNCLASSIFIED Page 39

FRAMEWORK AGREEMENT: Schedule 3 Schedule 3: Call-Off Ordering Procedure G-Cloud iv S3-1 BACKGROUND S3-1.1 All Call-Off Agreements from this Framework Agreement will be conducted using Catalogues from within the Catalogue. S3-1.2 All Call-Off Agreements from this Framework Agreement will apply the award criteria stipulated in this Framework Schedule. S3-2 CATALOGUE LOTS 1-4 S3-2.1 The Catalogue provides the list of products which may be required by Other Contracting Bodies during the Term and any Call-Off Agreements. The products are listed in Schedule 1 (G-Cloud Services) according to the respective G-Cloud Services on offer in Lots 1-4. S3-2.2 The Authority shall create a Catalogue for the G-Cloud Services in each Lot where a Framework Supplier has been awarded a place on the Framework Agreement. The Catalogues shall include each of the individual G- Cloud Services as specified in the Schedule 1 (G-Cloud Services). S3-2.3 The structure of the Catalogue shall comprise of a number of menu and content pages which set out all relevant details of the G-Cloud Services offered within each Lot. S3-3 PROCESS DIRECT AWARD LOWEST PRICE S3-3.1 If the Authority or any Contracting Body decides to source the G-Cloud Services through this Framework Agreement then it will award its Call-Off Agreement in accordance with the procedure in this Framework Schedule 3 (Ordering Procedure) and the requirements of the Regulations and the Guidance. S3-3.2 Subject to paragraph S3-3.1, any Contracting Body ordering the G-Cloud Services under this Framework Agreement shall: S3-3.2.1 Apply Long-Listing - S3-3.2.2 Apply Short-Listing - in the first instance and would have to derive a long-list of service offerings which meet their essential minimum requirements. Contracting Bodies will then proceed to reduce this list of service offerings down to a short-list. They will short-list those offerings which provide a suitable service within the available budget of the Contracting Body. S3-3.3 Contracting Bodies may at this point directly award to the Framework Supplier with the lowest price. S3-4 PROCESS DIRECT AWARD: MOST ECONOMICALLY ADVANTAGEOUS TENDER (MEAT) S3-4.1 In the event that Contracting Bodies are unable to identify which service best meets their needs purely on the basis of an evaluation of price then all short-listed offerings will be compared to the Customer s service requirements. S3-4.2 The evaluation model must apply the following evaluation criteria albeit Contracting Bodies may apply their own weighting to each of the criteria: UNCLASSIFIED Page 40

FRAMEWORK AGREEMENT: Schedule 3 G-Cloud iv Criteria Number Direct Award Criteria 1 Whole life cost: cost effectiveness; price and running costs; 2 Technical merit & functional fit: coverage, network capacity and performance as specified in relevant service levels; 3 After sales service management: help desk, account management function and assurance of supply of a range of services; and 4 Non-functional characteristics. S3-4.3 Contracting Bodies are permitted to conduct such tests and demonstrations or set service definitions or standards as are necessary to enable them to establish which of the short-listed offerings provides the most economically advantageous solution to their needs. In the first instance, Service Definitions will provide appropriate information. S3-4.4 All short-listed offerings must be evaluated against the same evaluation model. S3-4.5 Where a Call-Off Agreement is awarded following the direct award process outlined in this paragraph S3-4 in this Framework Schedule 3 the Contracting Body shall notify all short-listed Suppliers that did not succeed that they have been considered for award, and inform those how their offering(s) performed on the evaluation. UNCLASSIFIED Page 41

FRAMEWORK AGREEMENT: Schedule 4 Schedule 4: Management Information Requirements G-Cloud iv [Note: This Framework Schedule 4 deals with reporting requirements under this Framework Agreement and the Call-off Agreements. The detailed reporting requirements for each Customer (if any) should be set out in the Order Form] S4-1 AUTHORITY REPORTING REQUIREMENTS (FRAMEWORK AGREEMENT) S4-1.1 The Authority shall provide the Supplier with a template report by email prior to or shortly after by the first Working Day of each Month ("Monthly email"). It is the responsibility of the Authority to provide the Supplier with an up to date template report. Templates from previous Months should not be used as the date will be incorrect and the Authority s system will not accept it. An example of the template report current at the date of this Framework Agreement is available from the e-sourcing portal. S4-1.2 The Authority shall provide guidance notes for completing the template report and shall update them from time to time. The template report should be completed by the Supplier in accordance with the guidance notes. Some fields in the template report are mandatory and these fields will be highlighted in the guidance notes. Returns will not be accepted unless all mandatory fields have been completed by the Supplier. S4-1.3 The Supplier undertakes to provide timely, full, accurate and complete Management Information ( MI ) reports to the Authority which incorporates the data, in the correct format, required by the MI reporting template. The initial reporting template is set out in the Annex to this Framework Schedule 4. S4-1.4 The Supplier may not make any amendment to the current MI reporting Template without the prior Approval. S4-1.5 The Authority shall have the right from time to time (on reasonable written notice) to amend the nature of the Management Information which the Supplier is required to supply to the Authority. S4-1.6 The template report should be used to report Orders received, invoices raised during the Month that is being reporting on, regardless of when the work was actually done (e.g. if the invoice was raised in October but the work that was invoiced was done in September the Supplier should report the invoice in October s return not September s). Business should be reported once only as an Order and once again as an invoice, where the Order and the invoice take place in different Months. The Supplier should also inform the Authority of any corrections to previous Months Management Information. No amendment should be made to the current template report without the prior notification and the Approval. S4-1.7 Any errors or omissions may result in the return being rejected and an administration charge being added to the Management Charge invoice. S4-1.8 The Supplier must return the template by 7th day of each Month including where there has been no activity in the relevant Month ( nil returns ). Where the 7th day falls on a weekend or public holiday then the nearest Working Day before the 7th day. S4-1.9 The completed template should be returned to the sender of the Monthly email or as otherwise communicated to the Supplier from time to time. In the subject line of the return email the Supplier must insert this Framework number, the Supplier s name and the Month that the return relates to. S4-1.10 The deadline for the return of the template is the Reporting Date provided for in this Framework Agreement. If a return has not been received by the deadline the Supplier will be contacted by a member of the Authority s data team and an administration charge may be added to the relevant invoice. S4-1.11 MI Failure is when an MI Report: S4-1.11.1 S4-1.11.2 S4-1.11.3 S4-1.11.4 contains any material errors or material omissions or a missing mandatory field; or is submitted using an incorrect MI reporting template; or is not submitted by the Reporting Date (including where a Nil Return should have been filed); or then the Authority may deem the failure to submit an MI Report correctly as an MI Failure. UNCLASSIFIED Page 42

FRAMEWORK AGREEMENT: Schedule 4 G-Cloud iv S4-1.12 Following an MI Failure the Authority may issue reminders to the Supplier or require the Supplier to rectify defects in the MI Report provided to the Authority. The Supplier shall rectify any deficient or incomplete MI Report as soon as possible and not more than five (5) Working Days following receipt of any such reminder. S4-2 ADMIN FEES S4-2.1 If, in any rolling three (3) Month period, two (2) or more MI Failures occur, the Supplier acknowledges and agrees that the Authority shall have the right to invoice the Supplier Admin Fees and (subject to paragraph S4-1.11) in respect of any MI Failures as they arise in subsequent Months. S4-2.2 If, following activation of the Authority s right to charge Admin Fee(s) in respect of MI Failures pursuant to paragraph S4-2.1, the Supplier submits the Monthly MI Report for two (2) consecutive Months and no MI Failure occurs then the right to charge the Admin Fee(s) shall lapse. For the avoidance of doubt the Authority shall not be prevented from exercising such right again during the Term if the conditions in paragraph S4-2.1 are met. S4-2.3 The Supplier acknowledges and agrees that the Admin Fees are a fair reflection of the additional costs incurred by the Authority as a result of the Supplier failing to supply Management Information as required by this Framework Agreement. S4-2.4 Authority shall notify the Supplier if any Admin Fees arise pursuant to paragraph S4-2.1 above and shall be entitled to invoice the Supplier for such Admin Fees which shall be payable in accordance with FW-9 as a supplement to the Management Charge. Any exercise by the Authority of its rights under this paragraph shall be without prejudice to any other rights that may arise pursuant to the terms of the Framework Agreement. ANNEX A: MI REPORTING TEMPLATE UNCLASSIFIED Page 43

FRAMEWORK AGREEMENT: Schedule 5 Schedule 5: Records and Audit Access G-Cloud iv S5-1.1 The Supplier (which for the purposes of this paragraph includes all Sub-Contractors) shall keep and maintain until 12 Months after the date of termination or expiry of this Framework Agreement or of the last Call-Off Agreement (whichever is the later) (or such other period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the G-Cloud Services provided under it, the Call-Off Agreements entered into with Contracting Bodies and the amounts paid by each Contracting Body. S5-1.2 The Supplier shall provide the Authority with a completed Self Audit Certificate at the termination (or expiry) of this Framework Agreement for whatever reason. The Self Audit Certificate shall be completed by responsible senior member of the Supplier s management team or by the Supplier s external auditor or company managing director and shall be provided to the Authority no later than three (3) Months after termination or expiry of this Framework Agreement. S5-1.3 The Supplier shall afford the Authority, the Authority s representatives, the National Audit Office and/or auditor appointed by the Audit Commission ( Auditors ) access to the records and accounts referred to, and for the purposes specified, in paragraph S5-1.1 at the Supplier s premises and/or provide copies of the records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting Body) from time to time, in order that the Authority (or relevant Contracting Body) may carry out an inspection of the records and accounts referred to in paragraph S5-1.1 for the following purposes: S5-1.3.1 verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement); and S5-1.3.2 review any books of accounts kept by the Supplier in connection with the provision of the G-Cloud Services for the purposes of auditing the Charges and Management Charges under the Framework and Call-Off Agreement only. S5-1.4 The Supplier shall provide such records and accounts (together with copies of the Supplier s published accounts) on request during the Term and during the Call-Off Agreement Period and for a period of twelve (12) Months after termination or expiry of the Term or the last Call Off Agreement (whichever is the later) to the Authority (or relevant Contracting Body or Auditors) and its internal and external auditors. S5-1.5 The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does not unreasonably disrupt the Supplier or delay the provision of the G-Cloud Services pursuant to the Call-Off Agreements, save insofar as the Supplier accepts and acknowledges that control over the conduct of Audits carried out by the Auditors is outside of the control of the Authority. S5-1.6 Subject to the Authority s obligations of confidentiality, the Supplier shall on demand provide the Auditors with all reasonable co-operation and assistance in relation to each Audit, including by providing: S5-1.6.1 all information requested by the Auditor within the scope of the Audit; and S5-1.6.2 access to the Supplier Staff. S5-1.7 If an Audit reveals: S5-1.7.1 an underpayment by the Supplier to the Authority in excess of five (5%) per cent of the total Management Charge due in any monthly reporting and accounting period; and/or S5-1.7.2 a Material Breach; then the Supplier shall reimburse the Authority its reasonable costs incurred in relation to the Audit and the Authority shall be entitled to exercise its rights to terminate this Framework Agreement pursuant to Clause FW-12 (Termination). S5-1.8 Each Party shall bear its own costs and expenses incurred in respect of compliance with its obligations under this Schedule Clause, save as specified in paragraph S5-1.7 of this Schedule 5 of the Framework Agreement. UNCLASSIFIED Page 44

FRAMEWORK AGREEMENT: Schedule 5 G-Cloud iv S5-1.9 Subject to Clause FW-24.4 of the Framework Agreement, the Supplier may agree to an appointment of an independent auditor selected by the Supplier to undertake the activities in Clause S5-1.3 of this Schedule 5 of the Framework Agreement provided such selection is Approved by the Authority (and such Approval shall not be unreasonably withheld or delayed). UNCLASSIFIED Page 45

FRAMEWORK AGREEMENT: Schedule 5 G-Cloud iv ANNEX A: SELF AUDIT CERTIFICATE [To be signed by Head of Internal Audit, Finance Director or company s external auditor] [Note: To be signed by company s auditor] Dear Sirs, In accordance with the Framework Agreement entered into on 10 th April 2014 between Software AG (UK) Limited and the Government Procurement Service, we confirm the following: (1) In our opinion Software AG (UK) Limited has in place suitable systems for identifying and recording the transactions taking place under the provisions of the above Framework Agreement. (2) We have tested the systems for identifying and reporting on framework activity and found them to be operating satisfactorily. (3) We have tested a sample of [_] [Insert number of sample transactions tested] orders and invoices during our audit for the financial year ended [insert financial year] and confirm that they are correct and in accordance with the terms and conditions of the above Framework Agreement. Signature:... Name:... Position:... Date:... UNCLASSIFIED Page 46

FRAMEWORK AGREEMENT: Schedule 6 G-Cloud 5 S6-1 INTERPRETATION Schedule 6: Interpretations and Definitions S6-1.1 In this Framework Agreement the following expressions have the following meaning: Adequate Admin Fees Approval Assurance and Accreditation Verification Audit Authority Representative Authority's Confidential Information means that the relevant contractual clauses provide sufficient safeguards with respect to the protection of the privacy and fundamental rights and freedoms of individuals and as regards the exercise of the corresponding rights as required by Article 26 (2) Directive 95/46/EC and the DPA; means those fees defined in Clause S4-2of this Framework Agreement; means the prior written consent of the Authority and "Approve" and "Approved" shall be construed accordingly; means the verification process explained in the ITT; means an audit carried out pursuant to Schedule 5 (Records and Audit Access) of this Framework Agreement; means the representative appointed by the Authority from time to time in relation to this Framework Agreement; means all Authority s Personal Data and any information, however it is conveyed, that relates to the business, affairs, developments, trade secrets, know-how, personnel, and suppliers of the Authority, including all IPRs, together with all information derived from any of the above, and any other information clearly designated as being confidential or which ought reasonably be considered to be confidential (whether or not it is marked "confidential"); Authority Personal Data Call-Off Agreement Call-Off Agreement Period Call-Off Terms Catalogue Charges means the personal data supplied by the Authority to the Supplier and for the purposes of or in connection with this Framework Agreement Personal Data shall have the same meaning as set out in the Data Protection Act 1998; means a legally binding agreement (entered into pursuant to the provisions of this Framework Agreement) for the provision of G-Cloud Services made between a Contracting Body and the Supplier comprising of an Order Form the Call-Off Terms and the Collaboration Agreement; means the period of the Call-Off Agreement as specified in paragraph 1.1 and 1.2 of the Order Form; means the terms and conditions (including the Supplier Terms as set out in Schedule 1 (G-Cloud Services) in Framework Schedule 2 (Call-Off Terms); means the CloudStore or such or any subsequent pan-government catalogue or such other medium as the Authority may determine; means the prices (exclusive of any applicable VAT), payable to the Supplier by the Customer under the Call-Off Agreement, as set out in paragraph paragraph 6.1 of the Order Form, in consideration of the full and proper performance by the Supplier of its obligations under the Call-Off UNCLASSIFIED Page 47

FRAMEWORK AGREEMENT: Schedule 6 G-Cloud 5 Agreement; Collaboration Agreement Collaboration Supplier Commencement Date means an agreement between the Customer and any combination of the Supplier and contractors, to ensure collaborative working in their delivery of the Customer s Services and to ensure that the Customer receives an efficient end-to-end Service; such agreement to be in the form set out in Framework Schedule 7 (Collaboration Agreement); means a Framework Supplier or the Customer contractor, that has entered into a Collaboration Agreement as set out in Framework Schedule 7 (Collaboration Agreement); means a) For the purposes of the Framework Agreement, commencement date shall be 10 th April 2014 For the purposes of the Call-Off Agreement, commencement date shall be as set out in paragraph 1.1 of the Order Form. Commercially Sensitive Information Confidential Information Contracting Bodies Contracting Body Satisfaction Survey Crown Customer Customer's Confidential Information Customer Data Customer Personal Data Customer Representative means information provided by the Supplier to the Authority or to the Customer which is a trade secret but this definition does not include the material proposed to be published by the Authority under Clause FW-26 of this Framework Agreement; means the Authority's Confidential Information and/or the Supplier's Confidential Information; means the Authority and any other person as listed in the OJEU Notice or Regulation 3 of the Public Contracts Regulations 2006, as amended from time to time; shall have the meaning set out in Clause FW-10; means the government of the United Kingdom (including the Northern Ireland Assembly and Executive Committee, the Scottish Executive and the National Assembly for Wales), including, but not limited to, government ministers and government departments and particular bodies, persons, commissions or agencies from time to time carrying out functions on its behalf; means the customer(s) identified in the Order Form; means all Customer Personal Data and any information, however it is conveyed, that relates to the business, affairs, developments, trade secrets, know-how, personnel, and suppliers of the Customer, including all IPRs, together with all information derived from any of the above, and any other information clearly designated as being confidential or which ought reasonably be considered to be confidential (whether or not it is marked "confidential"); means data that is owned or managed by the Customer; means the Order Personal Data and / or Service Personal Data; means the representative appointed by the Customer from time to time in relation to this Call-Off Agreement; UNCLASSIFIED Page 48

FRAMEWORK AGREEMENT: Schedule 6 G-Cloud 5 Data Controller Data Processor Data Protection Legislation or DPA Data Subject Default Direct Award Criteria Direct Ordering Procedure Effective Date Electronic Marketplace Environmental Information Regulations ERG FOIA Force Majeure shall have the same meaning as set out in the Data Protection Act 1998, as amended from time to time; shall have the same meaning as set out in the Data Protection Act 1998, as amended from time to time; means the Data Protection Act 1998, the EU Data Protection Directive 95/46/EC, the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive 2002/58/EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all applicable laws and regulations relating to processing of personal data and privacy, including where applicable legally binding guidance and codes of practice issued by the Information Commissioner; shall have the same meaning as set out in the Data Protection Act 1998, as amended from time to time; means any breach of the obligations of the Supplier (including any fundamental breach or breach of a fundamental term) or any other default, act, omission, negligence or negligent statement of the Supplier in connection with or in relation to this Framework Agreement or the Call-off Agreement and in respect of which the Supplier is liable to the Authority and in relation to the Call-Off Agreement, the Supplier is liable to the Customer; means the award criteria to be applied for the award of Call-Off Agreements for G-Cloud Services set out in Framework Schedule 3 (Call-Off Ordering Procedure including Award Criteria); means the ordering procedure set out in Framework Schedule 3 (Call-Off Ordering Procedure including Award Criteria); means the date on which the Call-Off Agreement is signed and as set out in paragraph 1.1 of the Order Form; means a web based application which facilitates electronic trade between one or more buying organisations and many suppliers; mean the Environmental Information Regulations 2004 together with any guidance and/or codes of practice issued by the Information Commissioner or relevant Government department in relation to such regulations; means the Efficiency and Reform Group of the Cabinet Office; means the Freedom of Information Act 2000 and any subordinate legislation made under such Act from time to time together with any guidance and/or codes of practice issued by the Information Commissioner or relevant Government department in relation to such legislation; means any event, occurrence or cause affecting the performance by either the Customer or the Supplier of its obligations arising from: a) acts, events, omissions, happenings or non-happenings beyond the reasonable control of the affected party; b) riots, war or armed conflict, acts of terrorism, nuclear, biological or chemical warfare; UNCLASSIFIED Page 49

FRAMEWORK AGREEMENT: Schedule 6 G-Cloud 5 c) acts of government, local government or Regulatory Bodies; d) fire, flood, any disaster and any failure or shortage of power or fuel; e) an industrial dispute affecting a third party for which a substitute third party is not reasonably available; provide always that: i. any industrial dispute relating to the Supplier, the Supplier Staff or any other failure in the Supplier or the Sub-Contractor's supply chain; and ii. any event or occurrence which is attributable to the wilful act, neglect or failure to take reasonable precautions against the event or occurrence by the Party concerned; shall not constitute a Force Majeure; Framework Framework Agreement Framework Suppliers Fraud G-Cloud Services G-Cloud Additional Services Good Industry Practice Guarantee Guidance Holding Company Implementation Plan means the framework arrangements established by the Authority for the provision of G-Cloud Services to Contracting Bodies by Framework Suppliers; means the Clauses of this Framework Agreement together with the Framework Schedules and annexes to it; means the suppliers (including the Supplier) appointed under this Framework Agreement; means any offence under Laws creating offences in respect of fraudulent acts (including the Misrepresentation Act 1967) or at common law in respect of fraudulent acts in relation to this Framework Agreement or defrauding or attempting to defraud or conspiring to defraud the Crown; means the cloud services described in Framework Schedule 1 (G-Cloud Services) as defined by the Service Definition, the Supplier Terms and any related Tender documentation, which the Supplier shall make available to the Authority and Other Contracting Bodies and those services which are deliverable by the Supplier under the Collaboration Agreement; means services ancillary to the G-Cloud Services which are within the scope of the Framework Agreement Schedule 1 (G-Cloud Services) which the Customer may request from time to time; means standards, practices, methods and procedures conforming to the Law and the exercise of that degree of skill and care, diligence, prudence and foresight which would reasonable and ordinarily be expected from a skilled and experienced person or body engaged in a similar type of undertaking under the same or similar circumstances; means the deed of guarantee described in the Order Form (Parent Company Guarantee); means any current UK Government Guidance on the Public Contracts Regulations. In the event of a conflict between any current UK Government Guidance and the Government Procurement Service Guidance, current UK Government Guidance shall take precedence; shall have the meaning given to it in section 1159 and Schedule 6 of the Companies Act 2006; means the plan set out in paragraph 12.1 of the Order Form; UNCLASSIFIED Page 50

FRAMEWORK AGREEMENT: Schedule 6 G-Cloud 5 Information Intellectual Property Rights or IPR has the meaning given under section 84 of the Freedom of Information Act 2000, as amended from time to time; means: a) copyright, rights related to or affording protection similar to copyright, rights in databases, patents and rights in inventions, semi-conductor topography rights, trade marks, rights in internet domain names and website addresses and other rights in trade names, designs, Know- How, trade secrets and other rights in Confidential Information; b) applications for registration, and the right to apply for registration, for any of the rights listed at (a) that are capable of being registered in any country or jurisdiction; and all other rights having equivalent or similar effect in any country or jurisdiction; Invitation to Tender or ITT Know-How Law Lot means the invitation to tender for this Framework issued on 25 th February 2014 means all ideas, concepts, schemes, information, knowledge, techniques, methodology, and anything else in the nature of know-how relating to the G- Cloud Services but excluding know-how already in the Supplier's or the Authority's possession before the Commencement Date; means any applicable Act of Parliament, subordinate legislation within the meaning of Section 21(1) of the Interpretation Act 1978, exercise of the royal prerogative, enforceable community right within the meaning of Section 2 of the European Communities Act 1972, judgment of a relevant court of law, or directives or requirements of any Regulatory Body; means any of the 4 lots specified in the ITT and "Lots" shall be construed accordingly; Management Charge means the sum paid by the Supplier to the Authority being an amount of 0.5% of all Charges for the G-Cloud Services invoiced to Other Contracting Bodies (net of VAT) in each Month throughout the Term and thereafter until the expiry or earlier termination of any Call-Off Agreement; Management Information means the management information specified in Framework Schedule 4 (Management Information Requirements); Material Breach means: a) a material breach of the Framework Agreement Clause FW-19 and/or breach by the Supplier of the following Clauses in the Framework Agreement: Clause FW-7 (Warranties and Representations), Clause FW-8 (Provision of Management Information), Clause Fw-9 (Management Charge), Clause FW-22 (Prevention of Bribery & Corruption), Clause FW-23 (Safeguarding against Fraud), Clause FW- 24 (Data Protection & Disclosure), Clause FW-28 (Official Secrets Acts), Schedule 5 (Records and Audits Access); and/or b) a material breach of the Call-Off Agreement and/or breach by the Supplier of any of the following Clauses in the Call-Off Agreement: Clause CO-3 (Protection of Information), C0-4 (Confidentiality), Clause CO-5 (Customer Data), Clause CO-8 (Official Secrets Acts UNCLASSIFIED Page 51

FRAMEWORK AGREEMENT: Schedule 6 G-Cloud 5 1911 to 1989); Ministry of Justice Code Month OJEU Notice Order Order Form Ordered G-Cloud Services Order Personal Data Ordering Procedures Other Contracting Bodies Parent Company Party means the Ministry of Justice's Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the Freedom of Information Act 2000; means a calendar month and "Monthly" shall be interpreted accordingly; means a contract notice in the Official Journal of the European Union, seeking expressions of interest from potential providers of G-Cloud Services; means an order for G-Cloud Services placed by a Contracting Body with the Supplier in accordance with the Ordering Procedures; means the form set out in part 1 of Framework Schedule 2 (Call-Off Terms) to be used by a Contracting Body to order G-Cloud Services; means G-Cloud Services which are the subject of an Order by a Contracting Body; means the personal data supplied by the Customer to the Supplier in the course of Ordering the G-Cloud Services for purposes of or in connection with this Call-Off Agreement. Personal Data shall have the same meaning as set out in the Data Protection Act 1998; means the ordering and award procedures specified in Framework Schedule 3 (Call-Off Ordering Procedure including Award Criteria); means all Contracting Bodies except the Authority; means any company which is the ultimate Holding Company of the Supplier; means: a) for the purposes of the Framework Agreement, the Authority or the Supplier; b) for the purposes of the Call-Off Agreement, the Supplier or the Customer; and "Parties" shall be interpreted accordingly; Personal Data shall have the same meaning as set out in the Data Protection Act 1998; Processing Regulations Regulatory Bodies has the meaning given to it under the Data Protection Legislation but, for the purposes of this Framework Agreement and Call-Off Agreement, it shall include both manual and automatic processing. "Process" and "Processed" shall be interpreted accordingly; means the Public Contracts Regulations 2006, as amended from time to time; means those government departments and regulatory, statutory and other entities, committees, ombudsmen and bodies which, whether under statute, rules, regulations, codes of practice or otherwise, are entitled to regulate, investigate, or influence the matters dealt with in this Framework Agreement or any other affairs of the Authority or Other Contracting Body or the Supplier or its Parent Company; UNCLASSIFIED Page 52

FRAMEWORK AGREEMENT: Schedule 6 G-Cloud 5 Relevant Person Reporting Date Requests for Information Self Audit Certificate Service Definition(s) Service Descriptions Service Personal Data Special Terms Sub-Contract Sub-Contractor means any employee, agent, servant, or representative of the Authority, any other public body or person employed by or on behalf of the Authority, or any other public body; means the 7 th day of each Month following the Month to which the relevant Management Information relates, or such other date as may be agreed between the Parties; means a request for information or an apparent request under the Code of Practice on Access to Government Information, FOIA or the Environmental Information Regulations; means the certificate in the form as set out in Annex to the Framework Schedule 5 (Self Audit Certificate) to be provided to the Authority in accordance with Clause S5-1.2; means the definition of the Supplier's G-Cloud Services provided as part of their Tender that includes, but is not limited to, those items listed Schedule 1 paragraph 1.1 of this Framework Agreement; means the description of the Supplier service offering as published on the Catalogue; means the personal data supplied by the Customer to the Supplier in the course of the use of the G-Cloud Services for purposes of or in connection with this Call-Off Agreement. Personal Data shall have the same meaning as set out in the Data Protection Act 1998; means any terms which are additional to the terms set out in the Call-Off Agreement which are agreed between a Contracting Body and the Supplier and are specified in the Order; means any contract or agreement or proposed agreement between the Supplier and the Sub-Contractor in which Sub-Contractor agrees to provide to the Supplier the G-Cloud Services or any part thereof or facilities or goods and services necessary for the provision of the G-Cloud Services or any part thereof; means each of the Supplier s sub-contractors or any person engaged by the Supplier in connection with the provision of the G-Cloud Services from time to time as may be permitted by this Framework Agreement; Subsidiary has the meaning given to it in section 1159 of the Companies Act 2006; Supplier's Confidential Information Supplier Representative Supplier Terms means any information, however it is conveyed, that relates to the business, affairs, developments, trade secrets, know-how, personnel and suppliers of the Supplier, including IPRs, together with information derived from the above, and any other information clearly designated as being confidential or which ought reasonably to be considered to be confidential, including the Commercially Sensitive Information (whether or not it is marked as "confidential"); means the representative appointed by the Supplier from time to time in relation to this Framework Agreement; means the terms and conditions set in the form supplied as part of the UNCLASSIFIED Page 53

FRAMEWORK AGREEMENT: Schedule 6 G-Cloud 5 Supplier s Tender; Supplier Staff Tender Term Working Days Year means all persons employed by the Supplier together with the Supplier's servants, agents, suppliers and Sub-Contractors used in the performance of its obligations under this Framework Agreement or any Call-Off Agreements; means the response submitted by the Supplier to the Invitation to Tender; means the term of this Framework Agreement as specified in FW-3 (Term of Framework Agreement); means any day other than a Saturday, Sunday or public holiday in England and Wales; and means a contract year. S6-1.2 The interpretation and construction of this Framework Agreement shall all be subject to the following provisions: S6-1.2.1 words importing the singular meaning include where the context so admits the plural meaning and vice versa; S6-1.2.2 words importing the masculine include the feminine and the neuter and vice versa; S6-1.2.3 the words "include", "includes" "including" "for example" and "in particular" and words of similar effect shall not limit the general effect of the words which precede them; S6-1.2.4 references to any person shall include natural persons and partnerships, firms and other incorporated bodies and all other legal persons of whatever kind and however constituted and their successors and permitted assigns or transferees; S6-1.2.5 references to any statute, enactment, order, regulation or other similar instrument shall be construed as a reference to the statute, enactment, order, regulation or instrument as amended by any subsequent enactment, modification, order, regulation or instrument as subsequently amended or re-enacted; S6-1.2.6 headings are included in this Framework Agreement for ease of reference only and shall not affect the interpretation or construction of this Framework Agreement; S6-1.2.7 references in this Framework Agreement to any Clause or Framework Schedule without further designation shall be construed as a reference to the Clause or sub-clause or Schedule to this Framework Agreement so numbered; S6-1.2.8 references in this Framework Agreement to any Paragraph or Sub-Paragraph without further designation shall be construed as a reference to the Paragraph or sub-paragraph of the relevant Framework Schedule to this Framework Agreement so numbered; S6-1.2.9 reference to a Clause is a reference to the whole of that Clause unless stated otherwise; S6-1.2.10 where definitions or interpretations are expressly set out in Collaboration Agreement Schedule 7 (Collaboration Agreement), then the definitions and interpretations specified therein shall apply only in the context of the Collaboration Agreement; and S6-1.2.11 without prejudice to the Overriding Provisions at the start of Framework Schedule 2 (Call-Off Terms) in the event and to the extent only of any conflict between the Clauses and the remainder of the Framework Schedules, the Clauses shall prevail over the remainder UNCLASSIFIED Page 54

FRAMEWORK AGREEMENT: Schedule 7 G-Cloud 5 Attached separately Schedule 7: [Collaboration Agreement] UNCLASSIFIED Page 55

FRAMEWORK AGREEMENT: Schedule 8 G-Cloud 5 Schedule 8: [Implementation Plan] UNCLASSIFIED Page 56

FRAMEWORK AGREEMENT: Schedule 9 G-Cloud 5 Schedule 9: [PSN Compliance] [Guidance Note: This Schedule will be needed if the required services are to be delivered to customers over PSN. Whether or not this is the case should be indicated clearly in the Technical Standards section 3.2 of the Order Form] S9-1 DELIVERY OF SERVICES S9-1.1 S9-1.2 The Supplier shall ensure that the G-Cloud Services are PSN Compliant Services if so specified by the Contracting Body on the Order Form; The Supplier shall ensure, at its cost and expense, that any PSN Services that it supplies, or are supplied by others, pursuant to this Call-Off Agreement: S9-1.2.1 shall have been awarded and retain at all times a PSN Compliance Certificate; S9-1.2.2 are, and remain throughout the Call Off Agreement Period, PSN Compliant; S9-1.2.3 are delivered in accordance with the applicable Code of Practice. S9-2 ROLE OF THE PSN AUTHORITY S9-2.1 S9-2.2 S9-2.3 The Supplier warrants and undertakes that it shall, where specifically requested in writing by the PSN Authority acting on advice from the Infrastructure SIRO, immediately disconnect its G-Cloud Services from the PSN in such a way as the PSN Authority instructs where there is an event affecting national security, or the security of the PSN. The Supplier acknowledges and agrees that the PSN Authority shall not be liable to it or any other party for any claims, proceedings, actions, damages, costs, expenses and any other liabilities of any kind which may arise out of, or in consequence of any notification pursuant to paragraph 2.1 above. The Supplier acknowledges and agree that the terms of this Schedule are for the benefit of and may be enforced by the PSN Authority, notwithstanding the fact that the PSN Authority is not a party to this agreement, pursuant to the Contracts (Rights of Third Parties) Act 1999. Code of Practice Code Template Infrastructure SIRO PSN Compliance Certificate PSN Compliant PSN Operating the obligations and requirements for Service Providers wanting to participate in the PSN together with all documents annexed to it and referenced within it, as set out in the Code Template; a template which sets out the governance, technical, security and other conditions against which PSN Compliance is verified, as published from time to time by the PSN Authority; The person who is accountable to the Cabinet Office for Information Assurance and risk management of the Public Services Network; the certificate awarded to the individual customer environments, communications components and PSN Services that make up the PSN; a state describing ongoing adherence to the rules, conditions, and obligations identified in a signed Code of Practice; the document produced and maintained by the PSN Authority which UNCLASSIFIED Page 57

FRAMEWORK AGREEMENT: Schedule 9 G-Cloud 5 Model PSN Service Provider PSN Service or PSN Services PSN or Public Services Network PSN Authority contains information relating to the PSN including the PSN Compliance Conditions, the PSN Environment and the PSN Security Model, and which shall be subject to change from time to time by the PSN Authority. an organisation that is supplying or is approved to supply PSN Services in accordance with a Code of Practice; a service which is offered by a PSN Service Provider and for which a PSN Compliance Certificate has been awarded by the PSN Authority; the network of networks delivered through multiple service providers, as further detailed in the PSN Operating Model; the Government body which administers the PSN; UNCLASSIFIED Page 58

FRAMEWORK AGREEMENT: Schedule 10 G-Cloud 5 Schedule 10: Alternative Clauses S10-1 INTRODUCTION S10-1.1 This Schedule specifies the alternative Clauses applying to Scottish Contracting Bodies that may be requested in the Order Form and, if requested in the Order Form, shall apply to this Call-Off Agreement. S10-2 CLAUSES SELECTED S10-2.1 The Customer may, in the Order Form, request the following alternative Clauses: S10-2.1.1 S10-2.1.2 Scots Law (see paragraph S10-2.1.2 of this Schedule); SCOTS LAW Law and Jurisdiction (Clause CO-18.1) References to England and Wales in the original Clause CO-18.1 of this Call-Off Agreement (Law and Jurisdiction) shall be replaced with Scotland. Reference to England and Wales in Working Days definition within Schedule 6 shall be replaced with Scotland. References to the Contracts (Rights of Third Parties) Act 1999 shall be removed in Clause CO-17.1. Reference to the Freedom of Information Act 2000 within definition for FOIA in Schedule 6 Definitions to be replaced with Freedom of Information (Scotland) Act 2002. Reference to the Supply of Goods and Services Act 1982 shall be removed in Clause CO-11.2.3. References to tort shall be replaced with delict throughout. S10-2.2.1 S10-2.2 The Customer may, in the Order Form, request the following alternative Clauses: Northern Ireland Law (see paragraph S10-2.4, 2.5, 2.6, 2.7 and 2.8 of this Schedule); S10-2.3 Discrimination. S10-2.3.1 The Supplier shall comply with all applicable fair employment, equality of treatment and anti-discrimination legislation, including, in particular, the Employment (Northern Ireland) Order 2002, the Fair Employment and Treatment (Northern Ireland) ) Order 1998, the Sex Discrimination (Northern Ireland) Order 1976 and 1988, the Employment Equality (Sexual Orientation) Regulations (Northern Ireland) 2003, the Equal Pay Act ( Northern Ireland ) 1970, the Disability Discrimination Act 1995, the Race Relations (Northern Ireland) Order 1997, the Employment Relations (Northern Ireland) Order 1999 and Employment Rights (Northern Ireland ) Order 1996 Employment Equality (Age) Regulations (Northern Ireland) 2006; Part-time Workers (Prevention of less Favourable Treatment) Regulation 2000; Fixed-term Employees (Prevention of Less Favourable Treatment) Regulations 2002, The Disability Discrimination (Northern Ireland) Order 2006, The Employment Relations (Northern Ireland) Order 2004, The Equality Act (Sexual Orientation) Regulations (Northern Ireland) 2006, The Employment Relations (Northern Ireland) Order 2004 and The Work and Families (Northern Ireland) Order 2006; and shall use his best endeavours to ensure that in his employment policies and practices and in the delivery of the services required of the Supplier under this Call Off UNCLASSIFIED Page 59

FRAMEWORK AGREEMENT: Schedule 10 G-Cloud 5 Agreement he has due regard to the need to promote equality of treatment and opportunity between: a. persons of different religious beliefs or political opinions; b. men and women or married and unmarried persons; c. persons with and without dependants (including women who are pregnant or on maternity leave and men on paternity leave) d. persons of different racial groups (within the meaning of the Race Relations (Northern Ireland) Order 1997); e. persons with and without a disability (within the meaning of the Disability Discrimination Act 1995); f. persons of different ages; and g. persons of differing sexual orientation S10-2.3.2 The Supplier shall take all reasonable steps to secure the observance of Clause S10-2.3.1by all Staff. S10-2.4 Equality Policies and Practices S10-2.4.1 S10-2.4.2 The Supplier shall introduce and shall procure that any Sub-Contractor shall also introduce and implement an equal opportunities policy in accordance with guidance from and to the satisfaction of the Equality Commission. The Supplier shall review such policies on a regular basis (and shall procure that its Sub-Contractors do likewise) and the Customer shall be entitled to receive upon request by it a copy of any such policy. The Supplier shall take all reasonable steps to ensure that all of its staff comply with its equal opportunities policies (referred to in clause [S10-2.3] above). These steps shall include: (a) the issue of written instructions to staff and other relevant persons; (b) the appointment or designation of a senior manager with responsibility for equal opportunities; (c) training of all staff and other relevant persons in equal opportunities and harassment matters; and (d)the inclusion of the topic of equality as an agenda item at team, management and staff meetings, and the Supplier shall procure that its Sub-Contractors do likewise (in relation to their equal opportunities policies). S10-2.4.3 In the event of: (a) the Equality Commission notifying the Supplier of an alleged breach by it or any Sub-Contractor (or any of their shareholders and/or directors) of the Fair Employment and Treatment (Northern Ireland) Order 1998; and/or (b) any finding of unlawful discrimination (or any offence under the Legislation mentioned in clause S10-2.3 above) being made against the Supplier or its Sub- Contractors during the Term by any Industrial or Fair Employment Tribunal or Court, UNCLASSIFIED Page 60

FRAMEWORK AGREEMENT: Schedule 10 G-Cloud 5 the Supplier shall inform the Customer as soon as reasonably practicable and shall take such steps (including the dismissal or replacement of any relevant staff or Sub- Contractor(s)) as the Customer directs and shall seek the advice of the Equality Commission in order to prevent any such offence or repetition of the unlawful discrimination as the case may be. S10-2.4.4 S10-2.4.5 The Supplier shall monitor (in accordance with guidance issued by the Equality Commission) the composition of its workforce and applicants for employment and shall provide an annual report on the composition of such workforce and applicants to the Customer. If such monitoring reveals under-representation or lack of fair participation of particular groups, the Supplier shall review the operation of its relevant policies and take affirmative/positive action where appropriate. The Supplier shall impose on its Sub- Contractors obligations similar to those undertaken by it in this clause S10-2.4 and shall procure that those Sub-Contractors comply with such obligations. The Supplier shall provide such information as the Customer may from time to time request (including information requested to be provided by any Sub-Contractors) for the purpose of assessing the Supplier s compliance with its obligations under clauses S10-2.4.1 to S10-2.4.5 of this Contract. S10-2.5 Equality S10-2.5.1 S10-2.5.2 The Supplier shall, and shall procure that each Sub-contractor shall, in performing its/their obligations under this Contract (and other relevant agreements), comply with the provisions of Section 75 of the Northern Ireland Act 1998, as if they were a public authority within the meaning of that section The Supplier further acknowledges that the Customer must, in carrying out its functions, have due regard to the need to promote equality of opportunity as contemplated by the Northern Ireland Act 1998 and the Supplier shall use all reasonable endeavours to assist (and to ensure that relevant Sub-contractor assists) the Customer in relation to same. S10-2.6 Health and Safety S10-2.6.1 S10-2.6.2 S10-2.6.3 S10-2.6.4 The Supplier shall promptly notify the Customer of any health and safety hazards which may arise in connection with the performance of its obligations under the Call Off Agreement. The Customer shall promptly notify the Supplier of any health and safety hazards which may exist or arise at the Customer premises and which may affect the Supplier in the performance of its obligations under the Call Off Agreement. While on the Customer premises, the Supplier shall comply with any health and safety measures implemented by the Customer in respect of Staff and other persons working there. The Supplier shall notify the Customer immediately in the event of any incident occurring in the performance of its obligations under the Call Off Agreement on the Customer premises where that incident causes any personal injury or damage to property which could give rise to personal injury. The Supplier shall comply with the requirements of the Health and Safety at Work (Northern Ireland) Order 1978 and any other acts, orders, regulations and codes of practice relating to health and safety, which may apply to Staff and other persons working on the Customer premises in the performance of its obligations under the Call Off Contract. UNCLASSIFIED Page 61

FRAMEWORK AGREEMENT: Schedule 10 G-Cloud 5 S10-2.6.5 The Supplier shall ensure that its health and safety policy statement (as required by the Health and Safety at Work (Northern Ireland) Order 1978) is made available to the Customer on request. S10-2.7 Criminal Damage S10-2.7.1 S10-2.7.2 S10-2.7.3 S10-2.7.4 The Supplier shall maintain such standards of vigilance and will take all such precautions as are advised by the Criminal Damage (Compensation) (Northern Ireland) Order 1977 ("Compensation Order") or as may from time to time be recommended by the police or the Northern Ireland Office (or, if replaced, their successors) and will compensate the Customer for any loss arising directly from a breach of this obligation (including any diminution of monies received by the Customer under any insurance policy). If during the Term any Assets (or any part thereof) is or are damaged or destroyed by any circumstance giving rise to a claim for compensation pursuant to the provisions of the Compensation Order ("CDO Event") the following provisions of this clause S10-2.7 shall apply. The Supplier shall make (or shall procure that the appropriate organisation make) all appropriate claims under the Compensation Order as soon as practicable after the CDO Event and shall pursue any such claim diligently and at its cost. If appropriate, the Customer shall also make and pursue a claim diligently under the Compensation Order. Any appeal against a refusal to meet any claim or against the amount of the award will be at the cost of the Customer and the Supplier shall (at no additional cost to the Customer) provide such assistance as the Customer reasonably requires with such appeal. The Supplier will apply any compensation paid under the Compensation Order in respect of damage to the relevant Assets towards the repair, reinstatement or replacement of the Assets affected. UNCLASSIFIED Page 62

TERMS OF PARTICIPATION G-Cloud 5 REFERENCE NUMBER RM 1557v ATTACHMENT 5 Terms of Participation Attachment 5 G-Cloud v RM1557 v 1

CONTENTS 1. INTRODUCTION... 1 2. CONDUCT... 1 3. RIGHT TO VERIFY INFORMATION... 2 4. RIGHT TO CANCEL OR VARY THE PROCUREMENT... 2 5. RIGHT TO DISQUALIFY OR EXCLUDE... 3 6. STATUS OF THE PROCUREMENT DOCUMENTATION... 3 7. CONCLUDING THE FRAMEWORK AGREEMENT... 4 8. COSTS... 4 9. CONFIDENTIALITY... 4 10. FREEDOM OF INFORMATION... 5 11. TRANSPARENCY... 6 12. IPR... 6 13. NO INDUCEMENT OR INCENTIVE... 6 14. LAW AND JURISDICTION... 7 15. GLOSSARY... 7 Terms of Participation Attachment 5 G-Cloud v RM1557 v 2

1. INTRODUCTION 1.1 These Terms of Participation should be read in conjunction with the Procurement Documentation. Except for where the context does not allow, the words and expressions set out in these Terms of Participation shall have the meanings given to them in Attachment 1 Invitation to Tender. 1.2 These Terms of Participation regulate the conduct of the Potential Provider and the Authority throughout the Procurement. These Terms of Participation also grant the Authority specific rights and limit its liability. 1.3 Except for the words and expressions set out in paragraphs 9.1.1 and 15, the capitalised words and expressions used in these Terms of Participation shall have meanings given to them in the Procurement Documentation: 1.4 In these Terms of Participation any reference to 'person' includes, but is not limited to, any person, firm, body or association, corporate or incorporate. 2. CONDUCT The Potential Provider agrees to abide by these Terms of Participation and any instructions given in the Procurement Documentation and agrees to ensure that any of its directors, office holders, staff, contractors, sub-contractors, Consortium members and advisers involved or connected with the Procurement abide by the same. 2.1 Contact during the Procurement exercise and canvassing 2.1.1 The Potential Provider must not directly or indirectly canvass any Minister, officer, public sector employee, member or agent regarding this Procurement or attempt to obtain any information from the same regarding the Procurement (except where permitted by the Procurement Documentation). Any attempt by the Potential Provider to do so may result in the Potential Provider s disqualification from this Procurement. 2.2 Involvement in multiple tenders 2.2.1 If a Potential Provider is connected with the submission of multiple Responses for the same requirement or Lot (as applicable), including (without limit) where it submits a Response in its own name and as a sub-contractor and/or as member of a Consortium in a separate Response or a Response in its own name which is similar to a separate Response from another Potential Provider within its Group, then the Authority retains the right to make further enquiries regarding each Response to satisfy itself that such involvement does not cause potential or actual conflicts of interest, supplier capacity problems, restrictions or distortions in competition between Potential Providers in the Procurement and/or among Suppliers who are competing for the award of a Call-Off Contract. The Authority may require the Potential Provider to amend or withdraw all or part of the Response in which it is involved if, in the Authority's reasonable opinion and at its sole discretion, any of the above issues have arisen or may arise. 2.3 Collusive Behaviour 2.3.1 A Potential Provider must not (and shall ensure that its directors, employees, subcontractors, Consortium members, advisors or companies within its group do not): 2.3.1.1 fix or adjust any element of the Response by agreement or arrangement with any other person, except where, but subject always to paragraph 2.2, such prohibited acts are undertaken with persons who are also participants in the Potential Providers Response, such as sub-contractors, Consortium members, advisors or companies within its Group, or where disclosure to such person is made in confidence in order to obtain quotations necessary for the preparation of the Response or obtain any necessary security; Terms of Participation Attachment 5 G-Cloud v RM1557 v 1

2.3.1.2 communicate with any person other than the Authority (or the relevant Contracting Body) the value, price or rates set out in the Response or information which would enable the precise or approximate value, price or rates to be calculated by any other person except where such communication is undertaken with persons who are also participants in the Potential Providers Response, such as sub-contractors, Consortium members, advisers or companies within its Group, or where disclosure to such person is made in confidence in order to obtain quotations necessary for the preparation of the Response or obtain any necessary security; 2.3.1.3 enter into any agreement or arrangement with any other person, so that person refrains from submitting a Response; 2.3.1.4 share, permit or disclose to another person, access to any information relating to its Response (or another Response to which it is party); or 2.3.1.5 offer or agree to pay or give or does pay or give any sum or sums of money, inducement or valuable consideration directly or indirectly to any other person for doing or having done or causing or having caused to be done in relation to its Response, any other Response or proposed Response, any act or omission. 2.3.2 If a Potential Provider breaches paragraph 2.3.1, the Authority may (without prejudice to any other criminal or civil remedies available to it) disqualify the Potential Provider from further participation in the Procurement. 2.3.3 The Authority may require a Potential Provider to put in place any procedures or undertake any such action(s) that the Authority in its sole discretion considers necessary to prevent or curtail any collusive behaviour. 3. RIGHT TO VERIFY INFORMATION 3.1 The Authority may contact (or may require the Potential Provider to contact on its behalf) any of the customers, sub-contractors or Consortium members to whom information relates in a Response, to ask that they testify that such information is accurate and true. 3.2 The Authority reserves the right to seek third party independent advice or assistance to validate information submitted by a Potential Provider and/or to assist in the Response evaluation process. 3.3 The Authority reserves the right to conduct site visits of any premises indicated by the Potential Provider to be used in connection with the Potential Provider s provision of the Available Services and/or audits at any time during the Procurement. 3.4 The Authority may require the Potential Provider to clarify aspects of its Response in writing and/or provide additional information. Failure to respond adequately may result in the rejection of the Potential Provider s Response and its elimination from further participation in all or part of the Procurement. 4. RIGHT TO CANCEL OR VARY THE PROCUREMENT 4.1 The Authority reserves the right, subject to the rules set out in the Regulations: 4.1.1 to, without notice, change the basis of or the procedures for Procurement at any time; 4.1.2 to amend, clarify, add to or withdraw all or any part of the Procurement Documentation at any time during the Procurement; 4.1.3 to vary any timetable or deadlines set out in the Procurement Documentation; 4.1.4 not to award a contract nor conclude a Framework Agreement for some or all of the Goods and/or Services for which Responses are invited; and Terms of Participation Attachment 5 G-Cloud v RM1557 v 2

4.1.5 to cancel all or part of the Procurement at any stage at any time. 4.2 Potential Providers accept and acknowledge that the Authority is not (in accordance with the Regulations) bound to accept any Response or obliged to conclude a Framework Agreement or Call-Off contract with any Potential Provider at all. 4.3 If the Authority deems that none of the Responses are satisfactory, it reserves the right to terminate all or part of the Procurement. 5. RIGHT TO DISQUALIFY OR EXCLUDE 5.1 The Authority may exclude and/or disqualify a Response from this Procurement if a Potential Provider fails to provide to the Authority: 5.1.1 the information requested; 5.1.2 a full and satisfactory response to any question; 5.1.3 documentation referred to in a Response and/or; 5.1.4 a Response, or respond to the Authority's query(ies), within any specified timescales; 5.2 The Authority may exclude a Potential Provider from any participation in this Procurement at any stage, if: 5.2.1 the Potential Provider fails to comply fully with the requirements of this Procurement as set out in the Procurement Documentation; 5.2.2 it becomes aware that the Potential Provider has breached these Terms of Participation; or 5.2.3 it becomes aware of a wilful omission or misrepresentation in a Potential Provider s Response. 5.3 If the Authority has the right to exclude or disqualify a Potential Provider under these Terms of Participation or any Procurement Documentation it may (in its sole discretion): 5.3.1 disqualify only the affected Response and allow the Potential Provider to participate as a Consortium member or sub-contractor in another Response; or 5.3.2 completely exclude the Potential Provider from any involvement in this Procurement in its own name or as a sub-contractor or Consortium member in another Response. 5.4 The Authority may exclude a Potential Provider from participation in this Procurement where there is a change in identity, control, financial standing or other factor impacting on the selection and/or award process, which would affect or would have affected the Authority s evaluation of the Potential Provider s Response in accordance with Regulations 23 and 26 (of the Regulations). 6. STATUS OF THE PROCUREMENT DOCUMENTATION 6.1 No information contained in the Procurement Documentation or in any communication made between the Authority and the Potential Provider in connection with the Procurement shall be relied upon as constituting a contract, agreement or representation that any contract shall be entered into or a framework agreement concluded in accordance with the Response or at all. 6.2 The Authority shall not be committed to any course of action as a result of: 6.2.1 issuing any Procurement Documentation relating to the Procurement; 6.2.2 communicating with Potential Providers or their representatives, agents or advisers in respect of this Procurement; or 6.2.3 any communications between Potential Providers, the Authority and/or any relevant Contracting Body (whether directly or by their agents or representatives) and any other party in respect of this Procurement. Terms of Participation Attachment 5 G-Cloud v RM1557 v 3

6.3 The Procurement Documentation and any attachments or references have been prepared in good faith but do not purport to be a comprehensive statement of all matters relevant to the Procurement nor has it been independently verified. Neither the Authority nor its advisers, directors, officers, members, employees or other staff or agents: 6.3.1 accept any liability or responsibility for the adequacy, accuracy or completeness of the Procurement Documentation, 6.3.2 make any representation or warranty, express or implied, with respect to the information the Procurement Documentation contains nor shall any of them be liable for any loss of damage (other than in respect of fraudulent misrepresentation) arising as a result of reliance on such information or any subsequent communication. 6.4 The Potential Provider shall form its own conclusions and make its own independent assessment of the Framework Agreement and Call-Off Contract requirements and should seek its own financial and legal advice about the methods and resources needed to meet the Authority s requirements. 6.5 The Authority does not accept responsibility for the Potential Providers assessment of the requirements of this Procurement. 6.6 The Potential Provider is responsible at its own expense, for obtaining all information required to prepare its Response. 6.7 The exclusions in this paragraph 6 do not apply to the extent of any deceit or fraudulent misrepresentation made by or on behalf of the Authority. 7. CONCLUDING THE FRAMEWORK AGREEMENT 7.1 The Potential Provider undertakes that, in the event of the Response being accepted by the Authority and the Authority confirming in writing such acceptance to the Potential Provider, the Potential Provider shall execute the Framework Agreement as amended to accommodate aspects of the Response within 10 calendar days, (or any other period of time as determined by the Authority at its sole discretion) of being called upon to do so by the Authority. 8. COSTS 8.1 The Authority will not reimburse any costs incurred by a Potential Provider (including the costs or expenses of any sub-contractors, Consortium members or advisors) in connection with preparation and/or submission of the Potential Provider s Response, including (without limit) where: 8.1.1 this Procurement is cancelled, shortened or delayed for any reason (including without limitation where such action is necessary due to non-compliance or potential non-compliance with the law governing procurement and/or the Regulations; 8.1.2 all or any part of the Procurement Documentation is at any time amended, clarified, added to or withdrawn for any reason; 8.1.3 a contract for some or all of the goods and/or services for which Responses are invited is not concluded; or 8.1.4 the Potential Provider and/or its Response is disqualified from participation in the Procurement for any reason. 9. CONFIDENTIALITY 9.1 Subject to the exceptions referred to in paragraph 9.2, the contents of the Procurement Documentation are being made available by the Authority on the conditions that the Potential Provider: 9.1.1 treats the Procurement Documentation (together called the Information ) as confidential at all times, unless it is already in the public domain; Terms of Participation Attachment 5 G-Cloud v RM1557 v 4

9.1.2 does not disclose, copy, reproduce, distribute or pass any of the Information to any other person at any time or allow any of these things to happen, except where, and to the extent that, the Information has been publicised in accordance with paragraph 10 (Freedom of Information) or paragraph 11 (Transparency); 9.1.3 only uses the Information for the purposes of preparing a Response (or deciding whether to respond); and 9.1.4 does not undertake any promotional or similar activity related to the Procurement within any section of the media during the Procurement. 9.2 A Potential Provider may disclose, distribute or pass any of the Information to its advisers, sub-contractors, Consortium members or to any other person provided that: 9.2.1 this is done for the sole purpose of enabling the Potential Provider to submit a Response and the person receiving the Information undertakes in writing to keep the Information confidential on the same terms imposed by these Terms of Participation; or 9.2.2 it obtains the Authority s prior written consent in relation to such disclosure, distribution or passing of Information; or 9.2.3 the disclosure is made for the sole purpose of obtaining legal advice from external lawyers in relation to the Procurement; or 9.2.4 the Potential Provider is legally required to make such a disclosure; or 9.2.5 the Information has been published in accordance with paragraphs 10 and 11 (Freedom of Information and Transparency respectively). 9.3 The Authority may disclose information submitted by Potential Providers during the Procurement to its officers, employees, agents or advisers or other government departments who are stakeholders in the Procurement. 9.4 The Authority may disseminate information provided by a Potential Provider that is materially relevant to the Procurement to other Potential Providers subject to: 9.4.1 any procedures described in the Procurement Documentation for raising questions and/or seeking clarifications; and 9.4.2 any duty to protect commercial confidentiality in relation to the information contained within a Response (unless such a duty is overridden by a requirement for disclosure under the FoIA as per paragraph 10 below, or the UK Government's requirements on transparency as per paragraph 11 below). 10. FREEDOM OF INFORMATION 10.1 In accordance with the obligations and duties placed upon public authorities by the FoIA and the EIR and in accordance with any government Code of Practice on the discharge of public authorities functions under the FOIA, all information submitted to the Authority may be disclosed in response to a request for information made pursuant to the FoIA and the EIR. 10.2 The Potential Providers should note that the information disclosed in response to a FoIA or EIR request may include, but is not limited to, the disclosure of its Response (including any attachments or embedded documents) and/or any score or details of the evaluation of a Response. 10.3 If the Potential Provider considers any part of its Response or any other information it submits to be confidential or commercially sensitive, the Potential Provider should: 10.3.1 clearly identify such information as confidential or commercially sensitive; 10.3.2 explain the potential implications of disclosure of such information taking into account and specifically addressing the public interest test as set out in the FoIA; and Terms of Participation Attachment 5 G-Cloud v RM1557 v 5

10.3.3 provide an estimate of the period of time during which it believes that such information will remain confidential or commercially sensitive. 10.4 If the Potential Provider identifies that part of its Response or other information it submits is confidential or commercially sensitive, the Authority in its sole discretion will consider whether or not to withold such information from publication. The Potential Providers should note that, even where information is identified as confidential or commercially sensitive, the Authority may be required to disclose such information in accordance with the FoIA or the EIR. 10.5 The Authority is required to form an independent judgement of whether the Potential Provider s information referred to in paragraph 10.4 is exempt from disclosure under the FoIA or the EIR and whether the public interest favours disclosure or not. The Authority cannot guarantee that any information indicated as being confidential or commercially sensitive by the Potential Provider will be withheld from publication. 10.6 If the Potential Provider receives a request for information under the FoIA or the EIR during and in relation to the Procurement, it should be immediately referred to the Authority. 11. TRANSPARENCY 11.1 In accordance with the Government's policy on transparency, the Authority reserves the right to make all or part of the Information (which for the avoidance of doubt includes the Framework Agreement and Call-Off Contract) publicly available (subject to any redactions made at the discretion of the Authority by considering and applying relevant exemptions under the FoIA). 11.2 A Response will not be published unless such disclosure is required in accordance with paragraphs 10.1 or 11.3. 11.3 Potential Providers should note that the terms of the proposed Framework Agreement and Call-Off Contract will permit: 11.3.1 the Authority to publish the full text of such Framework Agreement concluded with the Potential Provider; and 11.3.2 a Contracting Body (awarding a Call-Off Contract under the Framework Agreement) to publish the full text of the Call-Off Contract concluded with the Potential Provider, after considering (at the Authority s or the Contracting Body's sole discretion) any representations made by the Potential Provider regarding the application of any relevant FoIA or EIR exemptions. 11.4 The Potential Provider acknowledges and agrees that information contained within its Response may be incorporated by the Authority into any contract awarded to or any framework agreement concluded with the Potential Provider and as a result, it may be published in accordance with this paragraph 11. 12. IPR 12.1 All Procurement Documentation issued in connection with this Procurement shall remain the property of the Authority and shall be used by the Potential Provider only for the purposes of this Procurement. 12.2 The Potential Provider grant the Authority an irrevocable, perpetual, non-exclusive licence to copy, amend and reproduce any intellectual property contained within the Response for the purposes of carrying out this Procurement; complying with the law and/or any government guidance; and/or carrying out the Authority s business activities. This licence shall also permit the Authority to sublicense the use of the Response to its advisers or sub-contractors or other Contracting Bodies for the same purposes. 13. NO INDUCEMENT OR INCENTIVE The Potential Provider acknowledges and agrees that nothing contained within the Procurement Documentation shall constitute an inducement or incentive nor shall have in any Terms of Participation Attachment 5 G-Cloud v RM1557 v 6

other way persuaded a Potential Provider to submit a response or enter into the Framework Agreement or any other contractual agreement. 14. LAW AND JURISDICTION 14.1 Any dispute (including non-contractual disputes or claims) relating to this Procurement shall be governed by and construed in accordance with the laws of England and Wales. 14.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Procurement (including non-contractual disputes or claims). 15. GLOSSARY FoIA means the Freedom of Information Act 2000 as amended and any subordinate legislation made thereunder from time to time together with any guidance and/or codes of practice issued by the Information Commissioner or relevant Government department in relation to such legislation; EIR means the Environmental Information Regulations 2004 together with any guidance and/or codes of practice issued by the Information Commissioner or relevant Government department in relation to such regulations; Response Procurement Documentation means a submission prepared by a Potential Provider in response to a pre-qualification questionnaire or an invitation to tender (as the context requires); and means the pre-qualification questionnaire and/or the invitation to tender documentation (as the context requires) together with any related documents issued by the Authority relating to the Procurement. Terms of Participation Attachment 5 G-Cloud v RM1557 v 7

DECLARATION OF COMPLIANCE FOR G- Cloud Services 5 REFERENCE NUMBER RM 1557v ATTACHMENT 6

Provision of: G-Cloud Services 5 Reference number: RM1557v POTENTIAL PROVIDER - DECLARATION OF COMPLIANCE The words and expressions set out in this Declaration of Compliance have the meanings given to them in the Invitation to Tender and the Terms of Participation. 1. You offer to provide the G-Cloud Services as specified in the Framework Schedule 1 (G- Cloud Services) in accordance with the terms and conditions of the Framework Agreement. 2. You accept the terms of the Framework Agreement and if your offer is accepted you will execute the Framework Agreement (as amended to incorporate relevant aspects of the Tender such as your prices) within 10 calendar days of being called upon to do so by the Authority. 3. You have made sufficient enquiries and have received sufficient information from the Authority to fully understand the requirements of this Procurement and agree to provide the G-Cloud Services in accordance with the terms and conditions of the Framework Agreement. 4. You warrant that all the information contained in your Response (including any attachments) is accurate and true and you undertake to notify the Authority of any changes as soon as practicable. 5. You warrant that you have complied with all the requirements set out in the Procurement Documentation and in particular: 5.1 you have acted in good faith in preparing this Response; 5.2 you have not engaged in any collusive behaviour; and 5.3 you have not canvassed (directly or indirectly) or sought information from any Minister, officer, public sector employee or agent, in breach of the Terms of Participation. 6. You warrant that you have supplied a copy of the Procurement Documentation and the Terms of Participation to any subcontractors and/or consortium members named in the Tender. 7. You warrant that you have all the requisite corporate authority to sign this Tender and this Declaration of Compliance. Signed duly authorised for and on behalf of the SUPPLIER Company Name: Software AG (UK) Limited Signature:... Name: TIM FOX Position: COMPANY SECRETARY Date:... Declaration of Compliance Attachment 6 Government Procurement Service G-Cloud Services 5 RM 1557v

APPLICATION SCENARIOS GUIDANCE G- Cloud 5 REFERENCE NUMBER RM1557v ATTACHMENT 7 Application Scenarios Attachment 7 Government Procurement Service G-Cloud Services 5 RM 1557v Version 0.01

Introduction EXISTING SUPPLIERS ONLY ALL NEW SUPPLIERS MUST COMPLETE THE FULL APPLICATION PROCESS We recognise that some suppliers may already have services which are available on G-Cloud iii and G-Cloud 4 frameworks and we would like to make the process of continuing those services to G-Cloud 5 as simple as possible for those suppliers. Please find below some scenarios which may be applicable to you if you already have those services available on the G-Cloud framework and instructions to follow for those scenarios together with the process to follow which is detailed in the table below. We have illustrated some scenarios which may be applicable to you and will hopefully assist you in the process:- Scenario A Do nothing. Continue your services as they currently appear on the G-Cloud iii or 4 frameworks and do not apply for G-Cloud 5 NB If you do not apply for G-Cloud 5 and your services are only available on G-Cloud iii framework your services will not be visible on the Cloudstore when G-Cloud iii expires. Scenario B Carry forward your existing services onto G-Cloud 5 with no changes Scenario C Carry forward your existing services onto G-Cloud 5 but make changes to either service descriptions or terms and conditions Scenario D Carry forward your existing services onto G-Cloud 5 and add additional services Scenario E Carry forward your existing services onto G-Cloud 5 but remove some services Activity Scenario A Scenario B Scenario C Scenario D Scenario E Register your interest on the esourcing Suite Complete mandatory questions on the esourcing Suite Ensure these questions have been submitted successfully Complete your registration on the Service Submission Portal Check your existing pre-populated services are correct by clicking the edit button Answer additional questions (new to G5) and click save If services need amending make changes to each of the sections and click save If you wish to add new services click add button If you would like to clone an existing service, click clone and then edit the new cloned service If your services need removing click remove button If services are correct click submit button for each service Application Scenarios Attachment 7 Government Procurement Service G-Cloud Services 5 RM 1557v Version 0.01

Management Information Template Completion Guidance Notes Completion of your MI return: Download a new template from MISO each month to ensure you have the latest copy. If you have no data to submit please use the nil return function on MISO. Template Column Headings: Each column has one of the following colour codes: Orange - Mandatory Fields which must be populated. Failure to populate these fields will result in you being aske Blue - Required Field. Please populate as much as possible. Grey - Not required. Please do not populate these fields. Each column heading contains comments which will provide you with details of what is required in the column. Ple Acceptable Values: Where applicable, acceptable values may be listed within the comments field attached to each column or the comm the MI template. Please ensure you use these acceptable values, these are case sensitive and must be complete these fields will cause validation errors when loading onto MISO. Format of Data: Please ensure you enter the MI data in the correct data format for example date, currency, number. Please do not any cells unless instructed to do so by the cell comments. Please also avoid using speech marks (") in any cell. Further Guidance: If your MI return fails to upload onto MISO please send a copy of your completed MI return and a screen shot of an address. Please contact the MISO support team using the contact details below if you require any assistance. MISO Mailbox: MISO.Mailbox@gps.gsi.gov.uk MISO Support Number: 0151 672 2040

mpletion Guidance Notes v1.0 lds will result in you being asked to resubmit your MI return. is required in the column. Please check this before you populate. d to each column or the comments will refer you to a tab contained within nsitive and must be completed as shown. Any other values entered within rency, number. Please do not enter values such as N/A, dashes or TBC in peech marks (") in any cell. return and a screen shot of any error message to the below email any assistance.

Lot Number Supplier Order Number Customer URN Customer PostCode Customer Organisation

Customer Contact Name Customer Contact Number Customer Order Number Customer Contract Start Date

Completion Date/Delivery Date Customer Order Date Product / Service Group Level 1 Product / Service Group Level 2

Product Code Product / Service Description Manufacturer/Sub Contractor UNSPSC

Value Quantity Order Channel

Lot Number Supplier Order Number Customer URN Customer PostCode Customer Organisation Customer Invoice Customer Customer Invoice Date Invoice Number Line Number Product / Service Group Level 1 Product / Service Group Level 2 Product Code Product / Service Description UNSPSC Unit of Purchase Unit of Purchase Quantity Price per Unit Quantity Total Charge (Ex VAT) VAT Applicable VAT amount charged eauction Contract No Actual Delivery Date

URN & UNSPSC Code Identification Guidance Notes Finding a Customer URN Code (Unique Customer Reference Number) There is a URN search facility in MISO. Alternatively, a downloadable list of all of the up to date URN numbers can be found on our website using the following link: http://gps.cabinetoffice.gov.uk/i-am-supplier/management-information If you cannot find a particular URN contact the Customer Service Desk using the link below : supplier@buyingsolutions.gsi.gov.uk When requesting a URN to be set up:- Please supply the name, full address including post code, also switchboard number of th Finding a UNSPSC Code (The United Nations Standard Products and Services Code) The link below will take you to the UNSPSC home page: http://www.unspsc.org/defaults.asp If you have any queries regarding the UNSPSC please contact the appropriate Contract Manager within Government Procureme

itchboard number of the organisation required. overnment Procurement Service:

Lot1 Lot2 Lot3 Lot4 IAAS PAAS IAAS PAAS SAAS Lot 4 CDN Application Deployment Platform Compute Managed Component Storage

SAAS Backup and Recovery Content Management CRM Dataset Visualisation Document / records Email ERP Forms Geogrpahic Search Office Productivity Polls/Surveys Search Service Analytics Service Monitoring User Alerts

SFIA RATE CARD TEMPLATE G- Cloud 5 REFERENCE NUMBER RM1557v ATTACHMENT 9

Skills For the Information Age (SFIA) Definitions & Rate Card Standard Rate Card Strategy & architecture Business change Solution development & implementation Service management Procurement & management support Client interface 1. Follow 2. Assist 3. Apply 4. Enable 5. Ensure/Advise 6. Initiate/Influence 7. Set Strategy/Inspire Standards for Consultancy Day Rate cards Consultant s Working Day 8 hours exclusive of travel and lunch. Working Week Monday to Friday excluding national holidays Office Hours - 09:00 17:00 Monday to Friday Travel and Subsistence Included in day rate within M25. Payable at department s standard T&S rates outside M25. Mileage As above Professional Indemnity Insurance included in day rate.

Level Definitions Autonomy Influence Complexity Business Skills Interacts with immediate colleagues. 1 Follow Works under close supervision. Uses little discretion. Is expected to seek guidance in expected situations. 2 Assist Works under routine supervision. Uses minor discretion in resolving problems or enquiries. Works without frequent reference to others. 3 Apply Works under general supervision. Uses discretion in identifying and resolving complex problems and assignments. Usually receives specific instructions and has work reviewed at frequent milestones. Determines when issues should be escalated to a higher level. Interacts with and may influence immediate colleagues. May have some external contact with customers and suppliers. May have more influence in own domain. Interacts with and influences department/project team members. May have working level contact with customers and suppliers. In predictable and structured areas may supervise others. Makes decisions which may impact on the work assigned to individuals or phases of projects. Performs routine activities in a structured environment. Requires assistance in resolving unexpected problems. Performs a range of varied work activities in a variety of structured environments. Performs a broad range of work, sometimes complex and nonroutine, in a variety of environments. Uses basic information systems and technology functions, applications, and processes. Demonstrates an organised approach to work. Learns new skills and applies newly acquired knowledge. Has basic oral and written communication skills. Contributes to identifying own development opportunities. Understands and uses appropriate methods, tools and applications. Demonstrates a rational and organised approach to work. Is aware of health and safety issues. Identifies and negotiates own development opportunities. Has sufficient communication skills for effective dialogue with colleagues. Is able to work in a team. Is able to plan, schedule and monitor own work within short time horizons. Absorbs technical information when it is presented systematically and applies it effectively. Understands and uses appropriate methods, tools and applications. Demonstrates an analytical and systematic approach to problem solving. Takes the initiative in identifying and negotiating appropriate development opportunities. Demonstrates effective communication skills. Contributes fully to the work of teams. Plans, schedules and monitors own work (and that of others where applicable) competently within limited deadlines and according to relevant legislation and procedures. Absorbs and applies technical information. Works to required standards. Understands and uses appropriate methods, tools and applications. Appreciates the wider field of information

4 Enable Works under general direction within a clear framework of accountability. Exercises substantial personal responsibility and autonomy. Plans own work to meet given objectives and processes. 5 Ensure/Advise Works under broad direction. Is fully accountable for own technical work and/or project/ supervisory responsibilities. Receives assignments in the form of objectives. Establishes own milestones and team objectives, and delegates responsibilities. Work is often self-initiated. Influences team and specialist peers internally. Influences customers at account level and suppliers. Has some responsibility for the work of others and for the allocation of resources. Participates in external activities related to own specialism. Makes decisions which influence the success of projects and team objectives. Influences organisation, customers, suppliers and peers within industry on the contribution of own specialism. Has significant responsibility for the work of others and for the allocation of resources. Makes decisions which impact on the success of assigned projects i.e. results, deadlines and budget. Develops business relationships with Performs a broad range of complex technical or professional work activities, in a variety of contexts. Performs a challenging range and variety of complex technical or professional work activities. Undertakes work which requires the application of fundamental principles in a wide and often unpredictable range of contexts. Understands the relationship between own specialism and wider customer/ organisational requirements. systems, and how own role relates to other roles and to the business of the employer or client. Selects appropriately from applicable standards, methods, tools and applications. Demonstrates an analytical and systematic approach to problem solving. Communicates fluently orally and in writing, and can present complex technical information to both technical and non-technical audiences. Facilitates collaboration between stakeholders who share common objectives. Plans, schedules and monitors work to meet time and quality targets and in accordance with relevant legislation and procedures. Rapidly absorbs new technical information and applies it effectively. Has a good appreciation of the wider field of information systems, their use in relevant employment areas and how they relate to the business activities of the employer or client. Maintains an awareness of developing technologies and their application and takes some responsibility for personal development. Advises on the available standards, methods, tools and applications relevant to own specialism and can make correct choices from alternatives. Analyses, diagnoses, designs, plans, execute and evaluates work to time, cost and quality targets. Communicates effectively, formally and informally, with colleagues, subordinates and customers. Demonstrates leadership. Facilitates collaboration between stakeholders who have diverse objectives. Understands the relevance of own area of responsibility/ specialism to the employing organisation. Takes customer requirements into account when making proposals. Takes

6 Initiate/ Influence 7 Set Strategy/ Inspire Has defined authority and responsibility for a significant area of work, including technical, financial and quality aspects. Establishes organisational objectives and delegates responsibilities. Is accountable for actions and decisions taken by self and subordinates. Has authority and responsibility for all aspects of a significant area of work, including policy formation and application. Is fully accountable for actions taken and decisions made, customers. Influences policy formation on the contribution of own specialism to business objectives. Influences a significant part of own organisation and influences customers/suppliers and industry at senior management level. Makes decisions which impact the work of employing organisations, achievement of organisational objectives and financial performance. Develops high-level relationships with customers, suppliers and industry leaders. Makes decisions critical to organisational success. Influences developments within the IT industry at the highest levels. Advances the knowledge and/or exploitation of IT within one or more organisations. Performs highly complex work activities covering technical, financial and quality aspects. Contributes to the formulation of IT strategy. Creatively applies a wide range of technical and/or management principles. Leads on the formulation and application of strategy. Applies the highest level of management and leadership skills. Has a deep understanding of the IT industry and the implications of emerging technologies for the wider business environment. initiative to keep skills up to date. Mentors more junior colleagues. Maintains an awareness of developments in the industry. Analyses requirements and advises on scope and options for operational improvement. Demonstrates creativity and innovation in applying solutions for the benefit of the customer. Absorbs complex technical information and communicates effectively at all levels to both technical and non-technical audiences. Assesses and evaluates risk. Understands the implications of new technologies. Demonstrates clear leadership and the ability to influence and persuade. Has a broad understanding of all aspects of IT and deep understanding of own specialism(s). Understands and communicates the role and impact of IT in the employing organisation and promotes compliance with relevant legislation. Takes the initiative to keep both own and subordinates' skills up to date and to maintain an awareness of developments in the IT industry. Has a full range of strategic management and leadership skills. Understands, explains and presents complex technical ideas to both technical and nontechnical audiences at all levels up to the highest in a persuasive and convincing manner. Has a broad and deep IT knowledge coupled with equivalent knowledge of the activities of those businesses and other

both by self and subordinates Develops long-term strategic relationships with customers and industry leaders. organisations that use and exploit IT. Communicates the potential impact of emerging technologies on organisations and individuals and analyses the risks of using or not using such technologies. Assesses the impact of legislation, and actively promotes compliance. Takes the initiative to keep both own and subordinates skills up to date and to maintain an awareness of developments in IT in own area(s) of expertise.

PRICING TEMPLATE G- Cloud 5 REFERENCE NUMBER RM1557v Attachment 10

Pricing Template A pricing document must be included for each of the services you submit as part of your response to the ITT, which is in addition to the Service Definition Document. Please note that full pricing details should be included in your pricing document but can be referred to in the Service Definition Document. Below we have provided some guidance with examples of headings for you to include in your pricing document to ensure customers have visibility of the pricing you will be submitting. These will be fully available and visible on the Cloudstore. Please be as clear, comprehensive and concise as possible as there is no negotiation in G-Cloud for pricing pricing is as stated in your pricing document for each of the services on the Cloudstore. The pricing model for each service should describe options in all buying scenarios for all types of buyers you expect to do business with. If you normally provide discounts to buyers who buy large volumes of your services please provide details for each volume band you give discounts to and details of the discounts available. NB: These details are fully visible on the Cloudstore and will be readily available. If you provide discounts to buyers who procure more than one of your services all combinations must be detailed. Your pricing model (although you can lower your prices within your options) is fixed at point of tender and you cannot add new bands, combination discounts or levels of discount during the term of the framework. Some examples for you to provide within the pricing documents are as follows:- Any volume discounts you will offer and the bandings of volume to which these apply Any combination discounts applicable, i.e if a customer one service followed by a subsequent service if any combination discounts apply Education pricing pricing offered to customers from within the education or research sectors available on the Cloudstore which differs from standard pricing Unit based pricing what units your price applies to, i.e is it per user/per month, per organisation/per year, per server, per annum, per month, etc Sector pricing if you have any specific pricing for different sectors (i.e Health/Education, etc) Resource based pricing please provide details for resource based pricing on a separate SFIA document and refer to it on this document The examples shown above are for illustration purposes only to give you an idea of the information required. This should be as clear, comprehensive and concise as possible to assist customers in their buying process. Please note that this document will be available on the Cloudstore which is fully transparent and available for anybody to see.

No. Question 1 What do I need to do to register my interest in becoming a G-Cloud supplier? 2 How long has G-Cloud been available? 3 Why is G-Cloud refreshed so frequently? 4 Am I guaranteed work under the framework? 5 I am a new supplier - how do I apply for G-Cloud? 6 What do I need to do to ensure my response is compliant? 7 Where do I attach documentation for submission to ITT? 8 If I am an existing G-Cloud 4 supplier do I need to formally respond to this ITT? If I am an existing G-Cloudiii supplier do I need to formally respond to this ITT? 9 I simply want to carry forward my services do I need to respond to the ITT? 10 Why do I have to respond via two systems? 11 12 13 If I do not respond to the G-Cloud 5 ITT will my services still be visible to customers? If I do not respond to the G-Cloud 5 procurement because my services and T&C s are remaining the same will my services always be available on the Cloudstore? If I formally respond to the G-Cloud 5 ITT do I need to do anything with my current services if nothing has changed? 14 Do I need to register on both systems? Can we contact GPS/Cloud team for individual queries through the tender 15 process? 16 Can I negotiate the terms of the framework? 17 Can I add/remove services throughout the term of the framework? 18 Can I change pricing during the term of the framework?

Do I need to register on both the esourcing suite and the Service Submission 19 Portal? 20 When will I find out if I am successful in this tender? 21 If I want to change or add services or amend T&C s can I do so without formally responding? 22 Can buyers only view the most recent submissions on the Cloudstore? 23 What is the difference between G-Cloud 4 and G-Cloud 5? 24 Do I need to only submit one set of MI if I am on both frameworks? 25 Will the terms of both frameworks be the same? Is the maximum length of time of call-off order the same for G4 or can we contract 26 for longer? 27 Will I have to submit all my services again if they are the same? 28 Why do we need to submit a response to G-Cloud ITT so frequently? 29 Can I ask CCS to confirm receipt of my tender prior to submission deadline? 30 Why can I not ask an individual question and receive an individual response?

Response You need to send an email to ExpressionOfInterest@gps.gsi.gov.uk in order to register your interest in the G-Cloud 4 procurement. When you receive a response, you can log in to the GPS esourcing suite and you will then have access to the ITT documentation. G-Cloud was launched in February 2012 to deliver Government s objectives of creating a marketplace of Cloud Computing services, to provide a wider choice, a simpler, quicker buying process and to lower the bar for SME s to help them bring their services to the public sector. We want to create a competitive, transparent and dynamic marketplace. Technology is moving so quickly that we wanted to give suppliers the opportunity to revise and refresh their services every six months. This is in part to acknowledge an emerging market, to drive competition and provide greater choice for public sector buyers. No. There is no guarantee of business if you are successful in the ITT. We actively encourage suppliers to give concise information regarding their services to enable customers to make an informed selection Below shows basic instructions if you are a new supplier to G-Cloud: 1. Please send an email to ExpressionOfInterest@gps.gsi.gov.uk when you receive a response you can log in to the GPS esourcing suite and you will have access to the ITT documentation 2. Register for the Service Submission Portal - https://gcloudcatalogue.cabinetoffice.gov.uk/supplier 3. Enter your company details as requested (NB: You MUST ensure all company details are as registered on the esourcing Suite and you MUST provide a valide company DUNS number 4. Follow the guidance on how to add and submit services. 5. Ensure that you submit to tender in both esourcing and the Service Submission Portal 1. Please respond to ALL questions included in the tender response and ensure that the selection/award questions have been completed and answered correctly. Failure to do so may result in a non-compliant response and you will not be accepted on the G-Cloud 4 framework. 2. Please DO NOT submit any documents via the esourcing suite - these MUST be submitted via the Service Submission Portal 3. Please register your name and company details via the Service Submission Portal using the same DUNS number you registered with under the Esourcing suite. 1. Please submit required documentation via the Service Submission Portal by uploading them under the appropriate sections 2. You now must ensure that ALL your submissions are complete before submitting your responses via both GPS e-sourcing suite and Service Submission Portal 3. NB: Failure to submit this documentation will result in a non-compliant bid and will not be accepted on the framework If your services are available on the Cloudstore under the G-Cloud 4 Framework Agreement and your services OR your Terms and Conditions remain unchanged there is no need to formally respond to this ITT. Your services and T&C s will remain visible on the Cloudstore and customers will still be able to buy your services via the Cloudstore under the G-Cloud 4 Framework. However, please note that if you do not respond to this ITT your services will be removed from the framework when G-Cloudiii expires in October 2014 Yes. If your services are available on the G-Cloudiii Framwork Agreement and not on G-Cloud 4 your services will be removed from the Cloudstore when the Framework Agreement expires in May 2014. Your services will be pre-populated on the Service Submission Portal and you must check these are correct. Please see attachment 7 of the ITT pack for guidance. You must submit all documentation via the Service Submission Portal. To make the process easier for suppliers we will be using two systems. The esourcing suite will be for suppliers to respond to procurement questions and the Service Submission Portal will be used for suppliers to add service details and documentation. This will make it easier for documents to be uploaded as part of the tender submission process. Customers will still be able to view your services and they will be able to buy these through the Cloudstore if you are on the G- Cloud 4 Framework Agreement. If your services are only available through the G-Cloud iii framework and you to not respond your services will be removed from the Cloudstore upon expiry of this framework in May 2014 No. Our intention is that we will re-issue an ITT and refresh the Cloudstore approximately every 6 months. In the event of you not responding to the next ITT you MUST respond to the one after next (i.e G-Cloud 6) or your services will be removed. If you wish to carry forward your services you must provide a full tender submission. However your services will be pre-loaded on the SSP and it is your responsibility to check you are happy for these to continue. If you do not require any changes you can simply click 'clone' in the SSP and submit the service Yes. You must register using the same company details on both systems to enable us to merge the data and ensure your services are correct at time of launch. Please ensure that your DUNS number matches in each system. No. Due to procurement regulations we are unable to respond to you on an individual basis. All communications must be submitted through the esourcing suite to enable us to publish responses to individual questions posed No. The terms of the framework are non-negotiable. No. You are unable to add or remove services throughout the term of the framework You are able to reduce pricing through the term of the framework but you are not able to change the structure of the pricing.

Yes. You must register on both using the same registered company name and DUNS number to ensure we match all documentation and services correctly. Please see communication relating to timescales in the ITT on the G-Cloud website (http://gcloud.civilservice.gov.uk/blog/) No. In the event of you wanting to amend/add either services or T&C s you will not be allowed to simply change this without a formal tender response. Any material changes or additions will need a formal tender response to enable us to evaluate the response and add to the G-Cloud 5 Framework. Please see guidelines in Attachment 7 of the ITT pack No. All services on the current G-Cloud frameworks are visible to buyers via the Cloudstore (G-Cloud 4 and 5) G-Cloud 5 will be the most up to date version of services available via the Cloudstore. They are 2 separate frameworks and so will be managed under the terms of the frameworks which are broadly similar No. You must send an MI submission for an individual framework so we have full visibility of spend under each framework There have been some minor amendments to the Framework which have been highlighted in Attachment 12 No you cannot contract for a longer term than previously. As before, the maximum you are able to contract for under G-Cloud is 24 months Your services will be pre-populated on the Service Submission Portal and you must check these are correct. Please see attachment 7 of the ITT pack for guidance. You must submit all documentation via the Service Submission Portal G-Cloud is intended to have the most up to date submissions as possible to allow buyers to benefit from greater choice, improved terms, more competitive pricing and take advantage of new technologies. This question cannot be answered by CCS through the procurement process due to strict public sector procurement regulations. The tender process is closed and CCS are unable to see any responses until after deadline submission. You will not receive a response to individual questions We are prevented from doing this by procurement regulations. All questions submitted to CCS must be submitted via the e- sourcing suite and will be published by CCS.

Questions - Continuing services Do we need to resubmit a tender for the G-Cloud Services 5 or is this for potential new suppliers? Also, could you tell me where the instructions are for those suppliers who are already on GCloud 4 to carry forward their services on to Gcloud 5 if they so wish? Can you please confirm what existing G-Cloud 4 suppliers have to do? Can you please confirm what existing G-Cloud iii suppliers have to do? I understand that suppliers on the G-Cloud 4 Framework will have their details pre-populated on the esourcing portal for G-Cloud 5. We will be carrying forward our current services and adding new ones. Do we need to complete details of each new offering in the word documents you have attached? We are currently part of G-Cloud iii and we do not want to change any of the details of our G-Cloud iii entries for G-Cloud 5. G-Cloud 4 I understood is to run for 1 year from October 2013 and therefore I don t need to do anything with respect to G Cloud 5 unless we wish to change services or pricing etc. No changes means I do not need to worry about G-Cloud 5. I would be grateful if you would confirm my understanding is correct. Please confirm whether existing suppliers of G-Cloud 4 automatically prequalify for the G-Cloud 5 framework. Would it be possible to clarify the following : If we are a G-Gloud 4 supplier and we want to continue our services we still need to go to the esourcing Suite and complete all of the bid submission and answer all questions

Have received the G Cloud 5 RFx and read Attachment 7 with regards to carrying forward our services from the G Cloud 4 framework under the Scenario B situation. Can I ascertain from you exactly which steps need to be carried out in order to do this? From what I can gather from the information, we need to first Accept to participate in the RFx and then complete "Award Questionnaire - Section A - Mandatory Questions" for submission, after which point we can confirm the information via the Submission Portal. Is this the right way to proceed, or do any other questionnaires need to be completed? Thank you for the invite. As far as I can tell this means that we are going to have to resubmit a tender response every six months even if nothing has changed as 1) G-Cloud 4 is set to expire this year 2) You do not have a published timeline for G-Cloud 6. Whilst it is important to refresh the Cloud Store with new services / suppliers, would it be possible to extend the framework lengths to ease the workoad on suppliers? Do we have to refill all details for G-Cloud 4 if we are already a supplier in G-Cloud 3 Good Morning, We are an existing GCloud supplier, we wish to carry forward our existing services and add new service offering under GCloud 5. Having gone through Attachment 7, Scenario D is applicable to us but we are not clear on the evalution process which will be followed in this scenario. Could you please confirm, if the evaluation process defined in the ITT document, Section 9 and 10 will be applicable to the new services we add under GCloud 4 or our existing services (not changed), listed under GCloud III will also be re-evaluated? G cloud 4 and G cloud 5 will run concurrently for a period of time. If suppliers change their pricing for services offered on both frameworks, which one will be valid? For suppliers who are on both frameworks, does one take precedent? Do we have to refill all details for G-Cloud 5 if we are already a supplier in G-Cloud 4 Additional Documents Is the information contained within tenderers additional attachment documents such as the service descriptions used to generate search results from the cloudstore website? What other information is used to generate search results? Is there is a standard template available for the "Service Description" that we can use when submitting our details for approval? If we have a weblink to a supporting document can we add it directly to the e-sourcing Suite? Can you please explain how we should submit details of our subcontractors as the ITT explicitly states that all subcontractors must be declared.

Can you please advise where the SFIA rates document and the Service Descriptions should be uploaded to We are basing the Service Definition response on a microsite approach rather than the provision of (for example) a PDF document. The microsite will also include links to supporting documents which provide more information which is typically already available on our company website. A Service Definition document would be supplied but this would just contain the link to the microsite. Contractual Can you please advise whether there are any differences between the GCloud 4 and G-Cloud 5 Framework Agreements. Would you be able to provide a mark up copy of the contract and terms that clearly shows the difference between GCloud iii and this version GCloud 4. Supplier's Service Terms & Conditions As a supplier we are required to provide terms & conditions for each service included in the catalog. How is it intended that these terms & conditions operate in conjunction (or otherwise) with the terms & conditions included within the framework agreement & any call off contracts? Please could you clarify how the actual Call-Off Agreements should be structured.can the supplier just create their own agreement using the schedule 2 terms, adding their own supplier terms and the definitions as they see fit, plus a signature box, or is a more prescribed structure expected? Are there any differences between the Frameworks Agreement for G-Cloud 4 and G-Cloud 5? Question [SQD2] states an employer's liability insurance requirement of at least 5 million. We do have this insurance, but up to 1.6m coverage (most of our clients are multinational corporations, and this level of coverage has never been an issue). Is this acceptable for G-Cloud or do we need to raise to 5m? Also, there is no scope in the form for confirming that Employer's Liability is in place, but not at the level of 5m. So how best to respond, to make it clear that we do have that insurance (just not at 5m)? Could you confirm if page 13 requires signature at submission time or only when we have successfully met the terms of this procurement as in previous rounds. Please could you clarify where the Terms and Conditions document is kept so that we can complete it or is it up to the supplier to create one? Please could you clarify whether you require a marked up copy of the contract that you have supplied or our own contracts for the services we will be supplying? Please can you confirm that the services we provide and term s and conditions of providing those services will be agreed with each individual client at each point of purchase?

It is not clear what we are supposed to do at this stage with the Framework Agreement and schedules document (attachment 4). Do we need to make changes to the document (in the square brackets) at this time, or will the successful suppliers receive an updated framework doc ready for signature later. Accreditation If we submit a total package of services, which becomes accredited, and the constituent parts are supplied separately, do they retain the accreditation given that they are always hosted in the same environment? "Please list the vendor accredication you have". Can you please advise how to respond so that our accredications can be included. We would like to tender for this framework however we do not have any of the IL security level accreditations and none of our services have been through your accreditation process. Can we still tender for the framework or do our services have to go through your accreditation process first? ITT Submission Portal "Categorise your service the instruction is Please select one of the following: The subsequent list allows multiple selections. Should I select just one, or all that apply to the service? Could you please provide more detailed guidance on the scope of the caching question, and the meaning of the available answer options? Can you please clarify precisely what is meant by User Management and what capabilities you are looking for in this sub-lot? Can you please clarify precisely what is meant by Editorial and what capabilities you are looking for in this sub-lot? The Service Submission Portal questions cover every aspect of Cloud Services. If we are only offering one aspect do we have to answer all the other questions in the negative or can we simply leave them blank? Some of the pre-populated information within the Service Submission Portal from our G-Cloud 4 services is incorrect. Presumably we can just change this and save it and do not need to re-enter everything? Is there any way of knowing which questions on the esourcing Suite are mandatory and which are not?

Can you please clarify precisely what is meant by Strategy and Implementation Services and what capabilities you are looking for in this sub-lot? Could you please provide information on how the services would be listed in the catalogue and how do we specify multiple catalogue items. e.g. if we provide different SaaS modules which can be purchased seperately and as a package. How do we provide pricing options in this case? If we want to withdraw one existing service and retain the others how do we go about this? Is there any part of the tender form that we will have to summit any kind of attachments/ evidence document? Could you please confirm if it is mandatory for suppliers to upload supplier terms and conditions? Could you please confirm if the service definition document to be supplied on the service submission portal has a template which needs to be followed? Existing suppliers - new services Can you please confirm the process that should be followed for existing G-Cloud 4 suppliers who wish to add new services to their GCloud 5 offering. Do we need to complete the ITT, or as we are already on the framework is it simply a case of completing the spreadsheet for the new services? We are an existing G-Cloud supplier, but want to do a completely new submission for GCloud 5, as our services have changed significantly since our G-Cloud 4 submission. In the scenario: a) Do we need to re-submit a set of PQQ-type company information e.g. insurance certificates, ISO certificates, company accounts, etc.; or b) Do we simply use the ITT that has been issued for GCloud 4 to do a new submission? Can we add services mid way in a G-Cloud framework? Assurance Can you provide the details of the Service Assurance Process? Pricing Can the Supplier only vary the Catalogue with new prices subject to the Authority s Approval. However it also states that the Supplier can reduce the Catalogue price at any time and is silent on gaining approval first.

As part of the service submission portal, a pricing model is now a mandatory document, what is this? SFIA rate card Can you please confirm the rate card options that are permitted under this framework: a) Are we supposed to submit one rate card for the entire framework or; b) Are we supposed to provide a rate card for the framework, plus supplement this with rate cards for individual services (where these differ from the Framework-level rate card). What should my pricing document show? Will my pricing be fully visible to everybody? Can I hide my pricing from my competitors?

Response All suppliers need to log on to the esourcing Suite and follow the instructions contained in the ITT. All suppliers must respond to the question in the e-sourcing suite to apply to G- Cloud 5. If a supplier does not wish to apply for G-Cloud 5 they do not need to do anything and their services will continue to appear on the Cloudstore up to the time when G-Cloud 4 expires. Guidance is included in the ITT pack All suppliers are required to follow the Instructions contained in the ITT published on the e-sourcing Suite if they want to add or amend services. There is no need to re-submit if you wish to keep your services as they are currently as they will continue to appear on the Cloudstore until G-Cloud 4 expires G-Cloud iii suppliers must provide a fully compliant response to continue their services on the Cloudstore. G-Cloud iii services will be removed from the Cloudstore on expiry of the framework Suppliers on the G-Cloud 4 framework will have details prepopulated on the Service Submission Portal and not the e- Sourcing Suite. These correspond to services as they were displayed on the Cloudstore at the end of January 2014 You can click to continue your current services but you will need to submit a full tender response for your new services by using the Service Submission Portal to capture the details of your existing and new services, so please submit these via this system. All services provided by you under G-Cloud iii are available on the Service Submission Portal, however these details will need to be checked by yourselves, any additional questions answered and documents uploaded, all via the Service Submission Portal. A full tender response needs to be submitted to enable you to continue your services on G-Cloud if your services are not available on G-Cloud 4. There will be a period where G-Cloud 4 and G-Cloud 5 run concurrently and G-Cloud 4 will run up to October 2014. Therefore if you would like your services to appear as they do currently (ie no change) you do not need to re-submit as they will continue to appear on the Cloudstore. You must however remember to re-submit for the next iteration of G-Cloud as they will cease to appear upon expiry of G-Cloud 4 in October 2014 This ITT relates to G-Cloud 5 and is independent of any prior ITT's.If you are already on G-Cloud 4 service details will be pre-populated in the SSP. Mandatory questions must be answered on the esourcing Suite. Any documents must be submitted via the Service Submission Portal. No supplier will prequalify for the G-Cloud framework This statement is correct. If you would like to apply for the G- Cloud 5 framework you will need to answer the mandatory questions

You must complete all mandatory questions on the esourcing suite to submit a compliant bid. All service submissions need to be entered on the the Service Submission Portal, whether these are for existing services or new. Suppliers can choose to submit at every tender or skip one so that you would only need to submit one every 12 months. We are not planning to increase the length of the frameworks, as we want to encourage suppliers to iterate and improve their services based on feedback from suppliers and new innovations in the market. We look to streamline this process at each procurement round, and encourage feedback from suppliers as to how we can reduce further any burden. Your services should be pre-populated in the Service Submission Portal. You will need to check the details to ensure they are correct. If there are to be no changes please click 'submit' if there are to be no changes. You will need to attach the relevant documentation The evaluation process for all services will be as per Section 9 and 10 to ensure procurement regulations are met. As these are 2 seperate frameworks they operate independently of each other. If you submit the same service with different pricing both of the applicable services and pricing shall be available to all customers on the Cloudstore. The purchase price will depend on what framework the customer contracts under. You can remove your services and pricing for G-Cloud 4 if you so wish Your services should be pre-populated in the Service Submission Portal. You will need to check the details to ensure they are correct. If there are to be no changes please click 'submit' if there are to be no changes. You will need to attach the relevant documentation Response Information from the service descriptions are used as well as the service name and answers to specific Lot questions is used by the search. We do not have a Service description template as details are to be provided by the Supplier however we recommend that you include a clear and consise overview of your service proposition to make the buying process easier for the customer. We have included some guidance in the ITT pack in Attachment 13 No. Supporting Documents need to be submited via the Service Submission Portal. You MUST add documents and not links to a website for service description and T&C's Please include this detail in your Service Definition document which will be visible to customers on the Cloudstore

These should be submitted through the Service Submission Portal as per question AQB2 in the esourcing suite award questionnaire. The use of microsites for service definitions is not to be encouraged, services are fixed at the point of tender, and so linking to a website does not allow us to maintain an original copy of your service definition to ensure subsequent changes do not materially affect your service offer. Microsites can be used to expand on your service definitions, but should not be used to replace them. Response Yes. There have been some slight amendments to the Framework Agreements for G-Cloud 5. These are documented in Attachment 12 The differences between the 2 documents are contained in Attachment 12 Supplier Terms &Condition's shall be used with the customer call-off so please include these for the services being offered. As mentioned in the framework in the event of dispute the Framework Terms & Conditions will apply. Suppliers are asked to ensure that they align their own terms with the framework agreement, to make it as easy as possible for buyers. The contract will consist of an Order Form, the contents of the Call Off Agreement (Schedule 2) (amended only where square brackets are included) along with the supplier terms. This should contain details of the order agreed between customer and supplier There have been some slight amendments to these Frameworks. Please refer to Attachment 12 for further details of the changes. 5m is the statutory requirement and if you do not have this you must either answer No but your response will be noncompliant or Yes and ensure that this is in place prior to signing the framework if you are successful. You do not need to sign the Framework Agreement upon submission. If you are successful in this procurement you will be sent a Framework Agreement specifically for yourselves and you must submit this. The Terms and Conditions referred to are the Supplier Terms and Conditions and so it is your responsibility to provide a copy of these for each service you wish to submit. These will be available on the Cloudstore. All documents should be uploaded in the Service Submission Portal during the tender as these are fixed at point of tender. The Framework Agreement included in the ITT pack is the one which you will enter in to with GPS. You must submit your own T&C's via the Service Submission Portal for individual customers to review and sign up to for each call-off contract No. Your terms and conditions must be made visible on the Cloudstore and this will be available and relevant to all customers

These are included for your reference only. Any successful suppliers shall receive a populated framework for their signature if successful therefore no action is required at this time Response Suppliers must submit individual services for accreditation. The accreditation process takes into account the scope and boundaries of a service regardless of the commercial circumstances and terms & conditions to which those services are sold. Suppliers often have a package of services that are on the same infrastructure or platform. In this situation, suppliers should submit the core service upon which the other services in the package are provided. The core service is treated as a Master Scoping Statement. The other services in the package must be submitted separately and can reference the Master Scoping Statement where appropriate. Remember that only one service per Scoping Statement can be submitted for accreditation. During the accreditation process the relationship between the services in the package will be considered and final accreditation certificate(s) issued accordingly. It depends on the scope and boundary between the services hosted in the same environment and so they may or may not retain accreditation of the core service. This refers to any forms of 'accreditation', certification that you may have which has been accredited by a Government department ie MoJ. You do not have to go through security accreditation to join G- Cloud. This can be done at a later date Response You should select all that apply to the service This is asking if your service have a separate cache layer e.g. one that separates the delivery of static content from origin, and can be scaled independently of origin. User management are those services which relate to the management of user accounts within a cloud based system, including but not limited to: adding, deleting and modifying user accounts. Editorial Service are any and all services related to the creation, management and editing of content e.g. writing content for a website. You will only need to answer the questions which relate to the Lot you are applying for You are able to make changes by clicking the 'edit' button and make the relevant changes and submit them All mandatory questions are highlighted in red and so should be answered

These are services that support the defintion of a cloud strategy and the Implementaton of that strategy. They will typically be professional and technical servivces. You can package up your services in ways that you think will be attractive to your potential customers. You can have one service with a range of modules, as long as you set out a clear pricing and onboarding model. If you wish to remove a service you simply need to click the 'remove' button for the pre-populated service and check all other services by clicking on the 'edit' button. You will need to upload supporting documentation for all services you wish to retain You will need to submit all requested attachments/documentation via the Service Submission Portal (SSP) Yes. It is mandatory to upload a Supplier Terms and Conditions. Your response will be non-compliant if these are not submitted. You should ensure that any terms are aligned to the buying process and overall framework agreement / call off There is no template to follow. Please include a description of your services in each of your service definition documents, and use the guidance in Attachment 13 for information on what to include Response As an existing customer your G-Cloud 4 services will be pre-populated on the Service Submission Portal. However you must respond to all questions via the esourcing Suite if you wish to add more services as this is treated as a separate procurement.. You must respond to the questions on the esourcing Suite to make your response compliant You do not need to submit insurance certificates etc. You must respond to the ITT using the esourcing Suite and answer relevant questions and upload supporting documents in the Service Submission Portal No. All services for the appropriate framework remain as submitted. If you wish to add new services you must for the next iteration of G-Cloud Response Assurance is the process of validating that service submitted in the tender meet the requirements as defined in the ITT e.g. does the service meet with the NIST definition and the scope of the Framework. If a service does not fit in the scope of the Framework it will be removed Response This refers to price variation only. Supliers are able to reduce pricing at any point during the framework

A definition of what this should contain is provided as part of the ITT documentation. We want to make it easier for buyers to understand and compare pricing across similar services and so have responded to this feedback by including the requirement for a pricing model. If you do not submit a pricing document, you will not be able to submit your service to tender. Please provide a rate card for the services provided. If there is a separate rate card for individual services please supply these. This should allow buyers to easily select the appropriate service and provide visibility for high volume and large purchases. You are not allowed to display 'Price on Application' and this will be removed from the Cloudstore as it against the ethos of the G-Cloud framework. Please refer to Attachment 10 for guidance of what to include Yes. All information submitted on the Cloudstore is publically available on the Cloudstore. No. All information submitted on the Cloudstore is made publically available and this is a term within the framework.

FRAMEWORK AGREEMENT AMENDMENT SUMMARY G- Cloud 5 REFERENCE NUMBER RM1557v Attachment 12

INTRODUCTION This document is intended to give an overview of some changes made to the Framework Agreement for G-Cloud 5 from previous iterations of the framework. It highlights previous clause wording where applicable together with the amended wording for the new Framework and the rationale for amending this where applicable. Section Previous wording Amended wording Rationale Sch 1 S1-1.1 LOT 4 S1-1.1.1 Specialist cloud services: S1-1.1.1.1 Onboarding services S1-1.1.1.2 Design Authority S1-1.1.1.3 Business Analysis S1-1.1.1.4 Design and Development S1-1.1.1.5 Project Specification and Selection S1-1.1.1.6 Deployment S1-1.1.1.7 Transition Management S1-1.1.1.8 User Management S1-1.1.2 Service Integration S1-1.1.4.8 and Management Services (SIAM): S1-1.1.2.1 Enterprise Architecture S1-1.1.2.2 Project Management, Programme S1-1.1.2.3 Management and Governance S1-1.1.2.4 Service and Systems Integration S1-1.1.2.5 Service Management S1-1.1.2.6 Software Support S1-1.1.5.4 S1-1.1.2.7 Helpdesk S1-1.1.3 Information management and digital continuity: S1-1.1.3.1 ediscovery S1-1.1.3.2 Data recovery, conversion and migration S1-1.1.3.3 Data quality S1-1.1.3.4 Digital archiving S1-1.1.3.5 Data storage consultancy LOT 4 S1-1.1.4 Specialist cloud services: S1-1.1.4.1 Onboarding services for Cloud related services only S1-1.1.4.2 Design Authority S1-1.1.4.3 Business Analysis for Cloud related services only S1-1.1.4.4 Design and Development S1-1.1.4.5 Project Specification and Selection S1-1.1.4.6 Deployment S1-1.1.4.7 Transition Management User Management S1-1.1.5 Service Integration and Management Services (SIAM): S1-1.1.5.1 Enterprise Architecture S1-1.1.5.2 Project Management, Programme Management and Governance S1-1.1.5.3 Service and Systems Integration Service Management S1-1.1.5.5 Software Support S1-1.1.5.6 Helpdesk S1-1.1.6 Information management and digital continuity: S1-1.1.6.1 ediscovery S1-1.1.6.2 Data recovery, conversion and migration S1-1.1.6.3 Data quality S1-1.1.6.4 Digital archiving S1-1.1.6.5 Data storage consultancy for Cloud related services only S1-2 G-CLOUD ADDITIONAL SERVICES S1-2.1 The G-Cloud Additional Services are designed to be delivered as components of an integrated service model and are considered by the Authority to be To clarify services which are in scope within Lot 4 and which services have been removed.

enabling services to enable an end to end delivery of the G-Cloud Services. S1-2.2 A full service description for G-Cloud Additional Services must be included by the Supplier and the service MUST be G-Cloud Service related. In the event that the service is deemed not to be Cloud service related they will be removed from the Framework. S1-2.3 G-Cloud Additional Services are defined as ancillary services required to ensure the correct operation of the primary G-Cloud Service S1-2.4 For clarity the following services are excluded from G- Cloud Additional Services- Co-Location Services Non-Cloud related services/ consultancy Bespoke digital project build services for agile software development CO-19 N/A CO-1 ADDITIONAL G-CLOUD SERVICES CO-19.1 The Customer may require the Supplier to provide the Additional G-Cloud Services. The Supplier acknowledges that the Customer is not obliged to take any Additional G-Cloud Services from the Supplier and that there is nothing preventing the Customer from receiving services that are the same as or similar to the Additional G-Cloud Services from any third party. CO-19.2 The Supplier shall provide Additional G- Cloud Services in accordance with any relevant Implementation Plan(s) and the Supplier shall monitor the performance of such services against the Implementation Plan(s). Following feedback from customers and suppliers a provision has been added to allow ancillary G-Cloud services if applicable. This is allowed at point of order only CO-20 N/A CO-2 [COLLABORATION AGREEMENT] CO-20.1 Where the Customer has specified in paragraph 13 of the Order Form that the Customer requires the Supplier to enter into a Collaboration Agreement, [the Supplier shall deliver to the Following feedback from customers and suppliers a provision has been added to allow a Collaboration Agreement if required

Customer an executed Collaboration Agreement][a Collaboration Agreement should be executed between the Parties, on or prior to the Commencement Date]. CO-20.2 In addition to its obligations under any Collaboration Agreement, the Supplier shall: CO-20.2.1 work pro-actively with each of the Customer s contractors in a spirit of trust and mutual confidence; CO-20.2.2 in addition to its obligations under the Collaboration Agreement the Supplier shall cooperate with the Customer s contractors of other services to enable the efficient operation of the ICT services; and CO-20.2.3 assist in sharing information with the Customer s contractors for the purposes of facilitating adequate provision of the G-Cloud Services and/or Additional G-Cloud Services.] CO-21 N/A CO-3 VARIATION PROCEDURE CO-21.1 The Customer may request in writing a variation to this Call-Off Agreement provided that such variation does not amount to a material change of the Framework Agreement and is within the meaning of the Regulations and the Law. Such a change once implemented is hereinafter called a "Variation". Following feedback from customers and suppliers we have added Provisions have been added to deal with variation and provides for Supplier notification re changes to the delivery of the services.

CO-21.2 The Supplier shall notify the Customer immediately in writing of any changes proposed or in contemplation in relation to G- Cloud Services or their delivery by submitting Variation request. For the avoidance of doubt such changes would include any changes within the Supplier s supply chain. CO-21.3 In the event that: (a) (b) Either Party is unable to agree to or provide the Variation; the Customer may: (i) agree to continue to perform its obligations under this Call-Off Agreement without the Variation; or (ii) terminate this Call-Off Agreement by mutual agreement within 30 days with immediate effect. FW 28 N/A FW-1 EQUALITY AND DIVERSITY FW-1.1 The Supplier shall: FW-1.1.1 perform its obligations under this Framework Agreement (including those in relation to the provision of the Services) in accordance with: Added to address Government Equality and Diversity Policy

FW-1.1.1.1.1 all applicable equality Law (whether in relation to race, sex, gender reassignment, religion or belief, disability, sexual orientation, pregnancy, maternity, age or otherwise); and FW-1.1.1.1.2 any other requirements and instructions which the Authority and/or the Contracting Body reasonably imposes in connection with any equality obligations imposed on the Authority and/or the Contracting Body at any time under applicable equality Law; FW 30 FW-2 THE CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 FW-2.1 A person who is not party to this Framework Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Framework Agreement but this does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act. Added to provide GPS with coverage under the Contracts (Rights of Third Parties) Act 1999 CO- 11.4.1, CO- 11.4.2 CO-3.1 Subject always to Clause CO-11.2, the aggregate liability of either Party under or in connection with each Year of this Call- Off Agreement (whether expressed as an indemnity or otherwise: CO-3.1.1 for all defaults resulting in direct loss to the property (including technical infrastructure, assets, IPR or equipment but excluding any loss or damage to the Customer Personal Data) of the other Party, shall be subject to the financial limits set out in the relevant paragraph of the Order Form; CO-3.1.2 and in respect of all other defaults, claims, losses or damages, whether CO-3.2 Subject always to Clause CO-11.2, the aggregate liability of either Party under or in connection with each Year of this Call-Off Agreement (whether expressed as an indemnity or otherwise): CO-3.2.1 for all defaults resulting in direct loss to the property (including technical infrastructure, assets, IPR or equipment but excluding any loss or damage to the Customer Personal Data or Customer Data ) of the other Party, shall be subject to the financial limits set out in paragraph 8.1 of the Order Form; CO-3.2.2 and in respect of all other defaults, claims, losses or damages, whether arising from breach of contract, misrepresentation (whether We have removed provisions that conflicted with the order form and provided distribution of liability in 3 parts: (1) property, (2) data loss/damage and (3) any other contract default liability.

arising from breach of contract, misrepresentation (whether tortuous or statutory), tort (including negligence), breach of statutory duty or otherwise shall not exceed the greater of a sum equivalent to the financial limit set out in the relevant paragraph of the order form or a sum equivalent to [one hundred and twenty five per cent (125%)] of the Charges paid or payable to the Supplier in the Year of this Call-Off Agreement, as calculated as at the date of the event giving rise to the claim under consideration (or if such event occurs in the first twelve (12) Months of the Call-Off Agreement Period, the amount estimated to be paid in the first twelve (12) Months of the Call-Off Agreement Period). tortuous or statutory), tort (including negligence), breach of statutory duty or otherwise shall not exceed the greater of a sum equivalent to the financial limit set out in paragraph 8.3 of the Order Form.. 12.5 N/A CO-11.8 The annual aggregate liability for all defaults resulting in direct loss, destruction, corruption, degradation or damage to the Customer Data or the Customer Personal Data or any copy of such Customer Data, caused by the Supplier's default under or in connection with this Call Off Agreement shall be subject to the financial limits set out in paragraph 8.2 of the Order Form. We have added provisions dealing with para 8.2 of the Order form addressing loss of Customer data, 8.1deals with property damage (including IPR), 8.2, deals with the Customer Data or the Customer Personal Data damage/loss and 8.3 deals with contract defaults etc. Para 12 Order Form Para 13 Order Form N/A Implementation Plan Added provisions at Para 12 of the Order Form to deal with the possibility of Customers wishing to include implementation approach (optional) N/A 12. [COLLABORATION AGREEMENT In accordance with Clause CO-21 of this Contract, the Customer [requires][does not require] the Supplier to Added provisions at Clause C-21 and covered any changes that the

enter into a Collaboration Agreement. [The Collaboration Agreement shall be entered into on the Commencement Date.] [the Supplier shall deliver to the Customer an executed Collaboration Agreement]. ] supplier may propose in relation to the services Cl 8 Order Form 8. LIABILITY Subject to the provisions of Error! Reference source not found.co-11 Liability of the Call Off Agreement: The annual aggregate liability of either Party for all defaults resulting in direct loss of or damage to the property of the other Party under or in connection with this Call Off Agreement shall in no event exceed [ X million]. [Guidance Note: Insert cap on any property related claims] The annual aggregate liability under this Call Off Agreement of [either Party] for all defaults shall in no event exceed the greater of [ 100,000] and [/or one hundred and twenty five per cent (125%)] per cent of the Charges payable by the Customer to the Supplier [in the Year in which the liability arises or any anniversary thereof in which the liability arises]/[during the Call Off Agreement Period.] Subject to the provisions of Clause CO 11 Liability of the Call Off Agreement: 8.1 The annual aggregate liability of either Party for all defaults resulting in direct loss of or damage to the property of the other Party (including technical infrastructure, assets, equipment or IPR but excluding any loss or damage to the Customer Data or Customer Personal Data) under or in connection with this Call Off Agreement shall in no event exceed [ X million]. [Guidance Note: Insert cap on any property related claims] 8.2 The annual aggregate liability for all defaults resulting in direct loss, destruction, corruption, degradation or damage to the Customer Data or the Customer Personal Data or any copy of such Customer Data, caused by the Supplier's default under or in connection with this Call Off Agreement shall in no event exceed [ X million] /[fifty percent (50%)] of the Charges payable by the Customer to the Supplier during the Call Off Agreement Period]. 8.3 The annual aggregate liability under this Call Off Agreement of either Party for all defaults shall in no event exceed the greater of [ 100,000] [or one hundred and twenty five per cent (125%) per cent of the Charges payable by the

Customer to the Supplier during the Call Off Agreement Period.] [Guidance Note to the Customer: consider what figure will represent adequately cover for potential loss in relation to contract breaches. You can either accept the 125% or include a figure (which may be 100,000) that adequately covers your potential loss.] [Guidance Note to Customer: Consider if the above caps on liability are appropriate and make any changes that may be considered necessary in accordance with the Call-Off Agreement. ] Cl 9 Order Form 9. INSURANCE 9. INSURANCE 9.1 Minimum Insurance Period [Six (6) Years following the expiration or earlier termination of this Call-Off Agreement] 9.2 To comply with its obligations under this Call-Off Agreement and as a minimum, where requested by the Customer in writing the Supplier shall ensure that: - professional indemnity insurance is held by the Supplier and by any agent, Sub-Contractor or consultant involved in the supply of the G-Cloud Services and that such professional indemnity insurance has a minimum limit of indemnity of [one million pounds sterling ( 1,000,000)] for each individual claim or such higher limit as the Customer may reasonably require (and as required by Law) from time to time; - employers' liability insurance with a minimum limit of five million pounds sterling ( 5,000,000) or such higher 9.1 Minimum Insurance Period [Six (6) Years following the expiration or earlier termination of this Call-Off Agreement] 9.2 To comply with its obligations under this Call-Off Agreement and as a minimum, where requested by the Customer in writing the Supplier shall ensure that: - professional indemnity insurance is held by the Supplier and by any agent, Sub-Contractor or consultant involved in the supply of the G-Cloud Services and that such professional indemnity insurance has a minimum limit of indemnity of [one million pounds sterling ( 1,000,000)] for each individual claim or such higher limit as the Customer may reasonably require (and as required by Law) from time to time; - employers' liability insurance with a minimum limit of five million pounds sterling ( 5,000,000) or such higher minimum limit as required by Law from time to time. [Guidance Note to Customer: Consider if the above

Schedul e 10 minimum limit as required by Law from time to time. [Guidance Note to Customer: Consider if the above limits of insurance are appropriate and make any changes that may be considered necessary in accordance with the Call-Off Agreement. ] limits of insurance are appropriate and make any changes that may be considered necessary in accordance with the Call-Off Agreement. ] N/A Optional clauses for Scotland and Northern Ireland To enable customers in Scotland and Northern Ireland to use the framework and address relevant laws in these jurisdictions

SERVICE DEFINITION GUIDANCE G- Cloud 5 REFERENCE NUMBER RM1557v Attachment 13

A separate service definition document must be submitted as part of your response to the ITT for your response to be deemed to be compliant. The service definition should not only describe your service offering effectively, it should also assist potential buyers as they follow the buying process. To do this, it is essential that suppliers fully understand the buying process and the options available to the buyers during the process. Eg the buyers may choose to award based on either lowest price or using the MEAT criteria, which includes the following headers: Whole life cost Technical merit & functional fit Service management Non-functional characteristics Your service definition document should enable buyers to understand your service and measure it against competitor offerings. If you have split your services into individual services that can be bought together as well as separately, ensure you clearly state this in your service definition and pricing documents. It is important to understand that buyers want to quickly understand what is contained in your documents. If you have detailed information about a specific aspect of your service, provide a summary in the main document and utilise appendices to provide the bulk of the information. It is important to note that your service definition document is not a sales document and so please be as clear and concise as possible! The list below is for suggestion only and it is recommended that you also use terms customers would be likely to use to search for your services on the Cloudstore: An overview of the G-Cloud Service (functional, non functional); Information assurance: - the Impact Level (IL) at which the G-Cloud Service is accredited to hold and process information - which public sector organisation granted this accreditation or whether this is pan-government accredited (PGA). - if the G-Cloud Service is not currently accredited please also indicate the target Impact Level (IL) at which you believe the G-Cloud Service is able to hold and process information - whether you hold a suitably scoped ISO27001 certificate for this G- Cloud Service. - if this G-Cloud Service is not appropriate for accreditation please indicate why(i.e. IL0 services and most Lot 4 Specialist Cloud Services that do not include infrastructure, platform, or software); Details of the level of backup/restore and disaster recovery that will be provided;

On-boarding and Off-boarding processes/scope etc.; Service management details; Service constraints (e.g. maintenance windows, level of customisation permitted, schedule for deprecation of functionality/features etc.); Service Levels (e.g. performance, availability, support hours, severity definitions etc.); Financial recompense model for not meeting service levels; Training; Ordering and invoicing process; Termination terms: Data restoration / service migration; Customer responsibilities; Technical requirements (service dependencies and detailed technical interfaces, e.g. client side requirements, bandwidth/latency requirements etc.); and Details of any trial service available. Where the G-Cloud Services do not include a feature listed in this Schedule the Service Definition should include clearly that the feature is not included. NB: The list above is for suggestion only. It is recommended that you also use terms customers would be likely to search for your services on the Cloudstore.

SUPPLIER TERMS AND CONDITIONS GUIDANCE G- Cloud 5 REFERENCE NUMBER RM1557v Attachment 14

As per the terms of the G-Cloud Framework Agreement, to buy services from G-Cloud, customers enter into a call-off contract with a supplier. Both customers and suppliers must ensure that they observe the buying process as set out in Schedule 3 of the Framework Agreement (attachment 4 in the ITT documentation). The call-off contract between a customer and a supplier contains the following documents in order contractual precedence: 1. Framework Agreement (between suppliers and the Authority ) 2. Call-Off Agreement (between customers and suppliers) 3. Order Form (to set out the details of the order for each call-off) 4. Supplier Terms and Conditions (to define the specifics of how to use the service) In addition to the core terms as covered by the Framework Agreement and the Call-Off Agreement, customers must accept the supplier terms and conditions relating to the service they wish to purchase and as submitted by the supplier at time of tender. For your response to be deemed compliant you must provide a separate Terms and Conditions document for each service you submit. You should attach this to your service in the Service Submission Portal. Note: there should only be one set of Terms and Conditions on the CloudStore for each service and this must be the Terms and Conditions used with customers on entering into a call-off with you. It is not permissible to provide a link to Terms and Conditions on your submission as they must be visible to all customers. Please note that all Terms and Conditions are fixed at point of tender and cannot be amended through the lifetime of the framework they have been submitted for. All documents, including your Terms and Conditions will be publicly available and visible on the CloudStore and will be used as part of your Call-Off Agreement. You should ensure that your terms are fully aligned, and not be in direct conflict, with any of the core clauses covered within the Framework and Call-Off agreements, for example as the maximum call-off is 24 months, you should not include any provision for service contracts of longer periods, nor include any mention or provision for negotiation of terms. Your Terms and Conditions should only cover terms specific to the usage of your services, i.e. those related to the on-boarding, operation and off-boarding, and should not cover aspects that are already covered in the top level agreements, such as termination clauses. You should consider the suitability of your Terms and Conditions for the G-Cloud framework and your specific G-Cloud services. You should also consider whether Terms and Conditions are appropriate for the different sectors you may be selling to, ie NHS or Local authorities. If you have received feedback on any unfavourable aspects of your current Terms and Conditions you should take the opportunity to refine these to make the buying process easier for prospective customers. You should also consider the suitability of your Terms and Conditions for Government customers.