Supplier Terms and Conditions - Lincolnshire Housing Partnership

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Contents

1 DEFINITIONS AND INTERPRETATION

2 BASIS OF CONTRACT

3 PERIOD OF CONTRACT

4 DUE DILIGENCE

5 PROVISION OF THE GOODS AND/OR SERVICES.

6 STANDARD OF GOODS

7 STANDARD AND PERFORMANCE OF THE

8 ORDERING AND DELIVERY

9 REMEDIES

10 INSTALLATION

11 CONDUCT OF CONTRACTOR AND SUB-CONTRACTOR

12 CONTRACT DELAY

13 INVOICING AND PAYMENT

14 PRICE ADJUSTMENT EXTENSION

15 BEST VALUE

16 CONTRACTOR WARRANTIES AND UNDERTAKINGS

17 SUB-CONTRACTING

18 TERMINATION

19 VOLUNTARY TERMINATION BY LHP

20 CONSEQUENCES OF TERMINATION

21 INDEMNITIES

22 DUTY TO MITIGATE

23 RIGHT OF SET-OFF

24 INSURANCE

25 PREVENTION OF BRIBERY

26 INTELLECTUAL PROPERTY RIGHTS

27 DATA PROTECTION

28 FREEDOM OF INFORMATION

29 CONFIDENTIALITY

30 SOCIAL VALUE

31 TUPE

32 FORCE MAJEURE

33 NOTICES

34 DISPUTE RESOLUTION

35 AUDIT

36 ADVERTISEMENTS

37 MEETINGS

38 SAFEGUARDING CHILDREN AND VULNERABLE ADULTS (if applicable)

39 CONFLICT OF INTEREST

40 CHANGE IN LAW

41 ASSIGNMENT/NOVATION

42 ENTIRE AGREEMENT

43 THIRD PARTY RIGHTS

44 SEVERABILITY

45 CHANGE CONTROL

46 WAIVER

47 NO PARTNERSHIP OR AGENCY

48 GOVERNING LAW AND JURISDICTION

DEFINITIONS AND INTERPRETATION
- The following terms and expressions shall have the following meanings unless expressly stated otherwise:

Affected Party	means the party seeking to claim relief in respect of a Force Majeure Event
Award Letter	means the letter issued by LHP to the successful tenderer to award the Contract and which includes LHP’s requirements and, in particular, the Tender Documents and all other documents which are incorporated as part of the Contract;
Best Value Duty	means a general duty by a best value LHP to make arrangements to secure continuous improvement in the way in which its functions are exercised, having regard to a combination of economy, efficiency, and effectiveness, as set out in Section 3 of the Local Government Act 1999 (as amended by s137 of the Local Government & Public Involvement in Health Act 2007);
Commencement Date	means the date of the Award Letter and/or Order unless a specific commencement date is set out in the Award Letter and/or Order in which case it shall mean that specific commencement date and Commencement Date indicates the start of the contract
Confidential Information	means any information which is designated as confidential by either party in writing or that ought to be considered as confidential (however it is conveyed or on whatever media it is stored) including information which relates to the business, affairs, properties, assets, trading practices, developments, trade secrets, intellectual property rights, know-how, personnel, customers and contractors of either party, all Personal Data and sensitive Personal Data as defined in the Data Protection Legislation, and any information which LHP identifies as being commercially sensitive information identified pursuant to clause 29
Contractor	means the person or company who LHP instructs to provide the Works pursuant to the Award Letter and/or Order;
Contract	means the Award Letter or Order together with these Terms and Conditions and any other documentation set out in the Award Letter and/or Order that LHP deems incorporated as part of the Contract between LHP and the Contractor as if such documents were set out here in full;
Contractor’s Personnel	means all employees, workers, staff, agents, and consultants engaged by or on behalf of the Contractor in the provision of the Works at any time;
Controller	has the meaning given to ‘Data Controller’, or ‘Controller’ as appropriate, in the Data Protection Legislation;
CPI	means Consumer Price index
Data Loss Event	means any event that results, or may result, in unauthorised or unlawful access to Personal Data held by the Contractor under this Contract, accidental loss and / or actual or potential loss and/ or destruction of or damage to Personal Data in breach of this contract, including any personal data breach;
Data Protection Impact Assessment	means an assessment by the Controller of the impact of the envisaged processing on the protection of Personal Data;
DPA 2018	means the Data Protection Act 2018
Data Protection Legislation	Means all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR); the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended [and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory LHP and applicable to a party.
Data Protection Officer	has the meaning provided in the Data Protection Legislation;
Data Subject	has the meaning provided in the Data Protection Legislation;
Data Subject Access Request	means a request made by, or on behalf of, a Data Subject in accordance with rights granted pursuant to the Data Protection Legislation to access their Personal Data;
EIR	means the Environmental Information Regulations 2004; FOIA: means the Freedom of Information Act 2000;
Employees	means any of the Contractor’s employees engaged in the performance of the Services
Expiry Date	means the expiry date of the Initial Term as set out explicitly or implicitly in the award letter or on the purchase order
Extended Expiry Date	means the expiry date of the Extension Period
Extension Period	means an extension to the Expiry Date of the Term of this Contract to the Extended Expiry Date
FOIA	means the Freedom of information Act 2000
Force Majeure Event	means any cause affecting the performance by a party of its obligation’s arisings from acts, events, omissions, happenings, or nonhappening’s beyond its reasonable control, being acts of God, riots, war, or armed conflict, acts of terrorism, acts of government, local government or regulatory bodies, fire, flood, storm, or earthquake, or disaster but excluding any industrial dispute relating to the contractor or any other failure in the contractors or subcontractors supply chain.
General Change in Law	means change in law where the change is of a general legislative nature (including Taxation or duties of any sort affecting the contractor or which would affect or relate to a comparable provision of goods and / or services to a third party.
GDPR Schedule:	means Schedule 1 attached to these Terms and Conditions
Good Industry Practice:	means standards, practices, methods, and procedures conforming to any Applicable Law and the degree of skill and care, diligence, prudence and foresight which would reasonably 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;
Goods	means those goods to be supplied to LHP by the Contractor under the Contract
Intellectual Property Rights	means all patents, rights to inventions, utility models, copyright and related rights, trade-marks, service-marks, trade, business and domain names, rights in trade dress or get ups, goodwill and the right to sue for passing off or unfair competition, rights in design, rights in computer software, database right, rights to use, and protect the confidentiality of topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted renewals or extensions of and rights to claim priority from such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Law	Means applicable Act of parliament, subordinate legislation within the meaning of section 21 (1) of the interpretation Act 1978, exercise of the royal prerogative, enforceable communities act 1972, regulatory policy, guidance or industry code, judgement of a relevant court of law, or directives or statute, by -law regulation order, rule of court or directives or requirements of any competent council, delegated or subordinate legislation.
LHP	means Lincolnshire Housing Partnership;
Losses	means all liabilities, costs, expenses, damages, and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses);
Material Breach	means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from a substantial portion of this Contract over the Term. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake, or misunderstanding.
Order	Means LHP’s official purchase order for the supply of Goods and/or Services as set out in LHP’s purchase order form
Personal Data	has the meaning provided in the Data Protection Legislation;
Personal Data Breach	has the meaning provided in the Data Protection Legislation;
Policies	means the policies, rules, and procedures of LHP as notified to the Contractor in writing from time to time;
Price	Means the price as set out in the Tender Documents price schedule, the Award Letter or the Order
Processor	has the meaning provided in the Data Protection Legislation;
Protective Measures	means appropriate technical and organisational measures which may include: pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the measures adopted by it;
Regulated Activity Provider	means as set out in section 6 of the Safeguarding Vulnerable Groups Act 2006;
Regulated Activity	means: i. In relation to children, as set out in Part1 of Schedule 4 to the Safeguarding Vulnerable Groups Act 2006; and ii. in relation to vulnerable adults as set out in Part 2 of Schedule 4 to the Safeguarding Vulnerable Groups Act 2006;
Relevant Requirements	means as set out in clause 24
Relevant Transfer	Means a relevant transfer for the purposes of TUPE
Request for Information	means a request for information or an apparent request under the Code of Practice on Access to Government Information, EIR or FOIA;
Services	means one or any number of different services to be provided by the Contractor under this Contract as set out in the Award Letter or Purchase Order
Site	Means any premises identified by LHP as being relevant to the Contract
Specific Change in Law	means a change in law that relates specifically to the business LHP and which would not affect a comparable provision of goods and or services to a third party
Sub-Contract	Means any contract entered into by the Contractor with a third party for the provision of any of the Services or Goods in accordance with clause 16
Sub-Contractor	means any contract entered into by the Contractor with a third party for the provision of any of the Goods and / or Services;
Sub-Contractor Personnel	Means all employees workers, staff, agents, and consultants of the subcontractor engaged
Sub-Processor	Means any third party appointed to process Personal Data on behalf of the Contractor related to this contract
Statutory Requirements	any statute, statutory instrument, regulation, rule, or order made under any statute or directive having the force of law which affects the Works or performance of any obligations under this Contract and any regulation or byelaw or any local LHP or statutory undertaker which has any jurisdiction with regard to the Works or with whose systems they are, or are to be, connected;
Sub-Processor	means all employees, workers, staff, agents, and consultants of a Sub-Contractor engaged in the provision of the Works at any time or any third party appointed to process Personal Data on behalf of the Contractor related to this Contract;
Tender Documents	means the documents that comprise the tender;
Term	means the period of this Contract up to the Expiry Date unless the Contract is extended in accordance with clause 2.3 of these Terms and Conditions where it will then be up to the Extended Expiry Date at the end of the Extension Period
Terms and Conditions	means these terms and conditions;
TUPE	means the Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246).
VAT	Value Added Tax;
Working Day:	means a day that is not a Saturday or Sunday, Christmas Day, Good Friday, or any day that is a bank holiday under the Banking and Financial Dealings Act 1971;

Clause headings shall not affect the interpretation of these Terms and Conditions
A person includes a natural person, corporate or unincorporated body (whether having a separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns
Words in the singular shall include the plural and vice versa.
A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision
Where the words include(s), including or in particular are used in these Terms and Conditions, they are deemed to have the words without limitation following them. Where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.
Any obligation in these Terms and Conditions on a person not to do something includes an obligation not to agree, allow, permit, or acquiesce in that thing being done.
References to clauses are to the clauses in these Terms and Conditions.
References to Sub-Contractors shall be to Sub-Contractors of any tier.
These Terms and Conditions shall apply to all LHP Orders unless an alternative form of contract has been expressly agreed in writing, in advance, with LHP and, where an Order has been utilized and an Award Letter has not therefore been issued references to Award Letter shall be substituted with Order for the purposes of these Terms and Conditions
The Contractor’s terms and conditions shall not be accepted as any part of this Contract

BASIS OF CONTRACT
- The Contract is for the supply of Goods and/or provision of Services as set out in the Award Letter or Order.
- The Award Letter and/Order constitutes an offer by LHP to purchase Goods and/or Services from the Contractor in accordance with these Terms and Conditions.
- The Award Letter and/or Order shall be deemed to be accepted on the earlier of:

the Contractor issuing written acceptance of the Award letter and/or Order; or
any act by the Contractor consistent with fulfilling the Order

at which point and on which date the Contract shall come into existence and be the Commencement Date.

2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Contractor seeks to impose or incorporate, or which are implied by law, trade custom, practice, or course of dealing.

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

PERIOD OF CONTRACT
- The Contract shall continue in full force and effect for the Term.
- Prior to the expiry of the Initial Term, LHP may, at its absolute discretion, serve notice on the Contractor in writing extending the Term of this Contract for the Extension Period. In the event that LHP serves notice under this clause 3.2 the Term of this Contract will be extended in accordance with the notice until the Extended Expiry Date.
- If LHP does not wish to extend this agreement beyond the Initial Term this agreement shall expire on the expiry of the Initial Term and the provisions of clause 20 shall apply.
- The Award Letter and/or Order and referenced documents therein, together with these Terms and Conditions constitutes the entire Contract which shall apply to the Term and the Extension Period unless expressly stated otherwise.

DUE DILIGENCE
- The Contractor acknowledges that:
  - LHP has delivered or made available to the Contractor all of the information and documents that the Contractor considers necessary or relevant for the performance of its obligations under this agreement;
  - It has made and shall make its own enquiries to satisfy itself as to the accuracy and adequacy of any information supplied to it by or on behalf of LHP pursuant to clause 4.1.1;
  - It has satisfied itself (whether by inspection or having raised all relevant due diligence questions with LHP before the Commencement Date) of all relevant details relating to the performance of its obligations under this agreement;
  - has raised all relevant due diligence questions with LHP before the start of the Contract; and

4.1.5 has entered into the Contract in reliance on its own due diligence.

4.2 Save as provided in this agreement, no representations, warranties, or conditions are given or assumed by LHP in respect of any information which is provided to the Contractor by LHP and any such representations, warranties or conditions are excluded, save to the extent that such exclusion is prohibited by law.

The Contractor:
- warrants and represents that all information and statements made by the Contractor as a part of the procurement process (if any), including without limitation the Contractor’s Tender Documents are true, accurate and not misleading, save as may have been specifically disclosed in writing to LHP prior to execution of the agreement; and
- shall promptly notify LHP in writing if it becomes aware during the performance of this agreement of any inaccuracies in any information provided to it by LHP during such due diligence which materially and adversely affects its ability to perform the Services.

PROVISION OF THE GOODS AND/OR SERVICES
- The Contractor shall supply the Goods and/or Services throughout the Term in accordance with the provisions of this Contract.

STANDARD OF GOODS
- The Contractor shall, and shall procure that any Sub-Contractor shall, at all times ensure that the Goods:
  - are compatible with any LHP equipment, and that they meet LHP’s requirements as stated in the Award Letter and/or Order and that they will:

be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose made known to the Contractor by LHP or set out in the Award Letter and/or Order and in this respect LHP relies on the Contractor’s skill and judgement;
be capable of the performance required by LHP as detailed in the Award Letter and/or Order

iii. be new and free from defects in design, materials, and workmanship.

meet or exceed the standards detailed within the Award Letter including any warranty periods.
comply with all applicable statutory and regulatory requirements, including but not limited to their manufacture, labelling, packaging, storage, handling, and delivery.
correspond with:

(a) their description.

(b) any examples or samples provided to LHP by the Contractor in relation to the provision of the Goods; and

The Contractor shall ensure that at all times the Goods are delivered and installed by appropriately qualified and trained personnel.
The Contractor shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract in respect of the Goods.
If LHP informs the Contractor in writing that LHP reasonably believes that any part of the Goods and/or Services do not meet the requirements in the Award Letter or Order or differ in any way from LHP’s requirements, the Contractor shall, at its own expense, re-schedule and provide the Goods and/or Services in accordance with the Award Letter, Order, and requirements of LHP within such reasonable time as may be specified by LHP.
LHP may inspect and test the Goods at any time before delivery. The Contractor shall remain fully responsible for the Goods despite any such inspection or testing and any such inspection or testing shall not reduce or otherwise affect the Contractor’s obligations under the Contract.
If following such inspection or LHP considers that the Goods do not comply or are unlikely to comply with the Contractor’s undertakings in this clause 6, the LHP shall inform the Contractor and the Contractor shall immediately take such remedial action as is necessary to ensure compliance.

LHP may conduct further inspections and tests after the Contractor has carried out its remedial actions.
The Contractor may accept responsibility for all damage to, shortage, or loss of the Goods if:
- the same is notified in writing to the Contractor within fifteen (15) Working Days of receipt of the Goods by LHP;
- the Contractor is given a reasonable opportunity of examining such Goods;
- LHP (if asked to do so by the Contractor) returns such Goods to the Contractor at LHP’s cost; and
- the Goods have been handled by LHP in accordance with the Contractor’s instructions
Where the Contractor accepts responsibility under clause 6.8, it shall, at its sole discretion, replace or repair the Goods (or part thereof), which have been proven, to the Contractor’s satisfaction, acting reasonably, to have been lost or damaged in transit.
The Contractor agrees that LHP relies on the skill and judgment of the Contractor in the supply of the Goods and/or the provision of the Services and in the performance of its obligations under the Contract.
The Contractor hereby warrants and guarantees the Goods for the duration of the Term against material defects in design, material, and workmanship.
The Contractor shall not be liable for the Goods’ failure to comply with the warranty set out in clause 1 if:
- LHP makes any further use of such Goods after giving a notice in accordance with clause 4;
- the defect arises because LHP failed to follow the Contractor’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
- the defect arises because of the Contractor following any drawing, design or Goods specification supplied by the LHP;
- LHP alters or repairs such Goods without the written consent of the Contractor;
- the defect arises because of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
- the Goods differ from their description because of changes made to ensure they comply with applicable statutory or regulatory standards.
Except as provided in this clause 6, the Contractor shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 1.
These Conditions shall apply to any repaired or replacement Goods supplied by the Contractor.

STANDARD AND PERFORMANCE OF THE SERVICES
- The Contractor shall, and shall procure that any Sub-Contractor, Contractor Personnel or Sub-Contractor Personnel shall, ensure that the Services comply with and meet all the requirements of:
  - the Award Letter and/or Order;
  - Good Industry Practice; and
  - all applicable LHP policies and the Law,

with effect from the Commencement Date for the duration of the Term.

The Contractor shall meet any performance dates for the Services specified in the Award Letter and/or Order or that the Customer notifies to the Contractor and time is of the essence in relation to any of those performance dates.
In providing the Services, the Contractor shall:
- co-operate with LHP in all matters relating to the Services, and comply with all instructions of LHP;
- perform the Services with the best care, skill, and diligence in accordance with best practice in the Contractor’s industry, profession or trade;
- use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that LHP’s obligations are fulfilled in accordance with the Contract;
- ensure that the Services will conform with all descriptions, standards and specifications set out in the Award Letter and/or Order, and that the Services shall be fit for any purpose that LHP expressly or impliedly makes known to the Contractor;
- provide all equipment, tools and vehicles and such other items as are required to provide the Services;
- use the best quality goods, materials, standards, and techniques, and ensure that all goods and materials supplied and used in the Services or transferred to LHP, will be free from defects in workmanship, installation and design;
- obtain and always maintain all licences and consents which may be required for the provision of the Services;
- observe all health and safety rules and regulations and any other security requirements that apply at any of LHP’s premises;
- hold all materials, equipment and tools, drawings, specifications, and data supplied by LHP to the Contractor (LHP Materials) in safe custody at its own risk, maintain LHP’s Materials in good condition until returned to LHP, and not dispose or use the LHP’s Materials other than in accordance with the LHP’s written instructions or authorisation;
- not do or omit to do anything which may cause LHP to lose any licence, LHP, consent or permission upon which it relies for the purposes of conducting its business, and the Contractor acknowledges that LHP may rely or act on the Services;
- comply with any additional obligations as set out in the Award Letter and/or Order

The Contractor shall, and shall procure that any Sub-Contractor shall, at all times in connection with the provision of Services act in:
- good faith and in the best interests of LHP.
- accordance with Good Industry Practice; and
- accordance with all Law.

The provision of the Services is in accordance with the acknowledgement by the Contractor that time is of the essence, unless agreed otherwise.

ORDERING AND DELIVERY

8.1 Goods and/or Services shall be ordered and delivered as set out in the Award Letter and/or Order.

8.2 Subject to clause 8.3, the Contractor shall deliver the Goods and/or Services in accordance with the Award Letter and/or Order and at the dates and times specified by LHP. The Contractor shall use all reasonable endeavours to meet any performance dates for the Goods/Services specified in the Award Letter and/or Order.

8.3 Deliveries shall be made at a specified time and date stipulated by LHP and shall in any event be between the hours of 09.00 and 17.00 Monday to Friday inclusive (unless otherwise agreed). Where a Bank Holiday falls on a scheduled delivery day, delivery shall be offered on either the preceding or next Working Day.

8.4 The Contractor shall arrange for delivery of the Goods to the location set out in the Award Letter and/or Order having regard to access, visibility, quantity of the Goods being delivered and the safety of individuals at LHP’s premises or other delivery Site and the delivery times.

8.5 LHP may refuse admission to the Contractor or require the Contractor to leave its premises at any time and shall not be obliged to give the Contractor any reasons for its decision. Any such decision taken by LHP may result in LHP deciding that such persons will no longer deliver the Goods and/or Services on behalf of the Contractor under the Contract.

8.6 Whilst on LHP’s premises, the Contractor shall abide by LHP’s rules, regulations and policies relating to the premises.

8.7 Delivery of the Goods shall occur at the point the Goods are unloaded and deposited at the location in accordance with the Award Letter and/or as otherwise stated by LHP. Any signed receipt obtained by the Contractor from LHP shall only be proof that delivery has been effected and shall not confirm LHP’s liability to accept the Goods.

8.8 With every delivery the Contractor shall provide to LHP a delivery note which shall specify:

the description and the quantity of the Goods supplied;
any special storage instructions (if any)
if the Order is being delivered in instalments, the outstanding balance of Goods remaining to be delivered; and
the Order number and date.

Should the Contractor fail to deliver the Goods in accordance with the times and dates set out in the Award Letter and/or Order LHP shall be entitled to:
- reject the Goods which were not delivered in accordance with the Award Letter and/or Order and recover any payments made, or be released from any obligation to make payment in respect of those Goods
- reject:

any instalment of Goods already received under the Contract; and
any future delivery of Goods due under the Contract;

recover any payments made, or be released from any obligation to make payment, in respect of those Goods;
purchase replacement goods equivalent to the Goods in lieu thereof; and/or
terminate the Contract.

In the event that quantities of Goods are delivered which are more than the quantities required to be delivered at the relevant time in accordance with the Award Letter:
- LHP shall be under no obligation to accept the excess quantities supplied; and
- LHP shall be entitled to dispose of the excess quantities of Goods supplied and recover the costs of disposal from the Contractor
The Contractor shall not deliver the Goods in instalments without the LHP’s prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Contractor to deliver any one instalment on time or at all or any defect in an instalment shall entitle the LHP to the remedies set out in clause 9
LHP shall not be required to accept any Goods delivered prior to the times and dates set out in the Award Letter and/or Order unless the Award Letter and/or Order expressly states otherwise.

REMEDIES

9.1 LHP shall be entitled to reject the Goods and/or Services or any element of the Goods and/or Services which it determines does not conform to the requirements of this Contract.

9.2 In order to exercise its right to reject under clause 9.1, LHP shall give written notice to the Contractor that it intends to reject the Goods and/or Services or any element of the Goods and/or Services, together with an explanation of the reasons why, within a reasonable period of time after delivery of the Goods and/or the element of the Services that gives rise to the right to reject the Services

9.3 In the event that LHP exercises its right to reject the Goods and/or Services in accordance with clauses 9.1 and 9.2, LHP may:

i) elect for the Contractor to replace the rejected Goods with goods that conform to the requirements of the Award Letter and/or Order as soon as reasonably practicable and in any event within five (5) Working Days of LHP rejecting the Goods;
ii) to terminate the Contract with immediate effect by giving written notice to the Contractor;

iii) to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Contractor attempts to make;

iv) to recover from the Contractor any costs incurred by LHP in obtaining substitute goods and/or services from a third party;
require a refund from the Contractor of sums paid in advance for Services that the Contractor has not provided and/or Goods that it has not delivered; and
to claim damages for any additional costs, loss or expenses incurred by LHP which are in any way attributable to the Contractor’s failure to meet such dates.

the Contractor shall, at its own risk and cost, collect the rejected Goods in accordance with the instructions of LHP.

9.4 LHP’s rights under clause 9.3 shall apply equally to any replacement Goods and/or Services provided by the Contractor.

9.5 LHP’s rights and remedies under the Contract are in addition to, and not exclusive of, any rights and remedies implied by statute and common law.

INSTALLATION
- Where Goods are to be installed, the Contractor shall carry out such installation in good workmanship manner and in accordance with Good Industry Practice.
- Where any access to LHP’s premises is necessary in connection with delivery or installation of the Goods and/or Services, the Contractor shall always comply with the reasonable requirements of LHP’s security procedures as notified to the Contractor from time to time.
- LHP shall have the right at any time during the Term to require the Contractor to remove from LHP’s premises any materials which in the opinion of LHP are either hazardous, noxious, or not in accordance with the Contract.
- The Contractor shall ensure that the Goods are safe and without risk to health when installed and properly used.
- On completion of the installation works the Contractor shall remove the Contractor’s equipment and unused materials and shall clear away from LHP’s premises all rubbish arising out of the Contract and leave LHP’s premises in a neat and tidy condition

CONDUCT OF CONTRACTOR AND SUB-CONTRACTOR

11.1 Whilst engaged at LHP’s premises the Contractor shall, and shall procure that any Sub-Contractor shall, comply with LHP’s policies relating to the conduct of Contractor Personnel, Sub-Contractor Personnel, and security arrangements and LHP acting reasonably may:

11.1.1 instruct the Contractor that disciplinary action is required to be taken against any employee of the Contractor or any Sub-Contractor involved in the provision of the Goods and/or Services (in accordance with the terms and conditions of employment of the employee concerned) where such employee misconducts themselves or is incompetent or negligent in their duties (in which case LHP shall co-operate with any disciplinary proceedings and shall be advised in writing of the outcome); or

11.1.2 where LHP has reasonable grounds for considering that the presence or conduct of an employee at any location relevant to the performance of the Services is undesirable, require the exclusion of the relevant employee from the relevant location(s).

11.2 Where the Contractor is unable (acting reasonably) to comply with clause 11.1.2 by the time specified by LHP, then the Contractor shall comply with its obligations under that clause as soon as reasonably practicable and, in any event, no later than the end of the day on which the relevant individual first goes on Site. Until such time as the Contractor has complied with its obligations in respect of that individual, that individual shall always be accompanied on Site by a member of the Contractor’s Personnel or Sub-Contractor’s Personnel who has been properly notified to LHP.

11.3 LHP reserves the right to terminate the Contract if the Contractor changes the Contractor Personnel delivering the Goods and/or Service without written agreement from LHP where such Contractor’s Personnel have been identified in the Award Letter and/or Order.

CONTRACT DELAY

12.1 If, at any time, the Contractor becomes aware of any circumstance or occurrence which may lead to a delay in the provision of the Services or otherwise adversely affect the Contractor’s performance of its obligations under this Contract, it shall immediately notify LHP in writing, providing details of the potential or actual delay.

12.2 The Contractor shall use its best endeavors to avoid and mitigate the impact of any circumstance or occurrence referred to in clause 12.1 upon LHP.

INVOICING AND PAYMENT

13.1 In consideration for the Contractor’s compliance with its obligations under this Contract LHP shall pay to the Contractor the Price. No extra charges shall be effective unless agreed in writing and signed by the Customer.

13.2 LHP shall pay all sums properly due and payable to the Contractor in cleared funds within thirty (30) days of receipt of a valid and undisputed invoice (or as otherwise stated).

13.3 Where the Contractor enters into a Sub-Contract for the purpose of performing its obligations under this Contract, the Contractor shall ensure that a provision is included in such Sub-Contract which requires payment to be made of all sums due by the Contractor to the Sub-Contractor within a specified period not exceeding thirty (30) days from the receipt of a valid and undisputed invoice.

13.4 The Price excludes any amount in respect of VAT and LHP shall, upon receipt of a valid and undisputed VAT invoice, pay such additional amounts in respect of VAT as are chargeable.

Any invoice submitted by the Contractor shall be considered and verified by LHP in a timely manner.
LHP may withhold payment against any invoice not submitted in accordance with this Contract and shall immediately notify the Contractor in writing of its reason for so doing. If the invoice is disputed in part only, the Contractor shall issue a credit note in respect of the original invoice and issue an invoice for the part not in dispute. On receipt of such an invoice LHP shall pay that part of the original invoice which it accepts, while any query concerning a disputed sum is resolved.
Notwithstanding any other provision of this Contract, if the Contractor notifies LHP that the Contractor has failed to pay a valid and undisputed Sub- Contractor’s invoice within thirty (30) days of receipt, or LHP otherwise discovers the same, LHP shall be entitled to publish the details of the late payment or non-payment (including on government websites and in the press).
If the Contractor does not submit an invoice within six (6) months of either the provision of the Services or the delivery of the Goods to which the invoice relates LHP reserves the right to refuse payment.
Any invoice submitted by the Contractor shall include the following as a minimum:
- invoice date
- Contractor’s invoice number/reference.
- Purchase Order Number
- delivery address.
- Contractor’s name and address; and
- VAT number and split of VAT for each VAT rate (where applicable).
- Invoices should be sent to the agreed contact point and in the electronic or paper format as agreed by LHP.

PRICE ADJUSTMENT EXTENSION

14.1 The Prices are fixed for the Initial Term of the Contract.

14.2 Where the Contract is extended pursuant to clause 3.2, prior to the expiry of the Initial Term, the Contractor may apply to LHP for an alteration to the Price to be applicable for the Extension Period (a “Price Variance”).

14.3 Any Price Variance submitted as part of an application pursuant to clause 14.2 shall be limited to the prevailing CPI at the time the request is submitted.

14.4 A Price Variance shall be at LHP’s sole discretion and shall be agreed in writing by LHP in advance.

BEST VALUE

15.1 The Contractor acknowledges that:

15.1.1 LHP is subject to the Best Value Duty;

15.1.2 the provisions of this clause 15 are intended to assist LHP in discharging its Best Value Duty in relation to the Goods and Services; and

15.1.3 the provisions of this clause 15 shall apply in respect of the obligations of the Contractor and LHP concerning the Best Value Duty.

15.2 The Contractor shall, throughout the duration of the Contract, but only to the extent of its obligations in this Contract, make arrangements to secure continuous improvement in the way in which the Services are provided, having regard to a combination of economy, efficiency, and effectiveness.

15.3 The Contractor shall undertake, or refrain from undertaking, such actions as LHP shall reasonably request to enable LHP to comply with its Best Value Duty, including:

15.3.1 complying with all requests by LHP to procure the attendance of specific officers or employees of the Contractor or any Sub-Contractor (or to procure attendance of any of its or their sub-contractors) at any meetings of LHP at which the Services are to be discussed; and

15.3.2 permitting any officer or employee of LHP at all reasonable times

and upon reasonable notice, access to:

any document or data relating to the Services; and
any Contractor Personnel or Sub-Contractor Personnel.

CONTRACTOR WARRANTIES AND UNDERTAKINGS

16.1 The Contractor warrants, represents and undertakes to LHP that on the Commencement Date and until the Expiry Date or the Extended Expiry date, whichever is the later:

16.1.1 if it is a company, it is properly constituted and incorporated under the laws of England and has the corporate power to own its assets and to carry on its business as it is now being conducted;

16.1.2 the information contained in the Award Letter remains true and accurate unless and to the extent that any changes have been notified to LHP and LHP has agreed to the provision of the Goods and/or Services based on those changes and no others;

16.1.3 it has the corporate power to enter into and to exercise its rights and perform its obligations under this Contract

16.1.4 all action necessary on the part of the Contractor to authorise the execution of and the performance of its obligations under this Contract has been taken

16.1.5 the obligations expressed to be assumed by the Contractor under this Contract are legal, valid, binding, and enforceable to the extent permitted by law and are in the proper form for enforcement in England;

16.1.6 the execution, delivery and performance by the Contractor of this Contract does not contravene any provision of:

any existing Law either in force, or enacted but not yet in force binding on the Contractor;
the Memorandum and Articles of Association of the Contractor;

iii. any order or decree of any court or arbitrator which is binding on the Contractor; or

any obligation which is binding upon the Contractor or upon any of its assets or revenues;

16.1.7 no claim is presently being assessed and no litigation, arbitration or administrative proceedings are presently in progress or, to the best of the knowledge of the Contractor, pending or threatened against it or any of its assets which will or might have a material adverse effect on the ability of the Contractor to perform its obligations under this Contract;16.1.8 it is not the subject of any other obligation, compliance with which will, or is likely to have, a material adverse effect on the ability of the Contractor to perform its obligations under this Contract;

16.1.8 no proceedings or other steps have been taken and not discharged (nor, to the best of the knowledge of the Contractor, threatened) for its winding-up or dissolution or for the appointment of a receiver, administrative receiver, administrator, liquidator, trustee, or similar officer in relation to any of its assets or revenues;

16.1.10 it has not paid commission or agreed to pay any commission to any employee, agent, sub–contractor, officer or member of LHP either directly or through another on its behalf; and

16.1.11 LHP relies upon such warranties and representations.

16.2 The Contractor warrants and undertakes to LHP that for so long as this Contract remains in full force:

16.2.1 the Goods and/or Services shall be provided and carried out by appropriately experienced, qualified, and trained personnel with all due skill, care and diligence;

16.2.2 it shall discharge its obligations hereunder (including the provision of the Goods and/or Services) with all due skill, care and diligence including in accordance with Good Industry Practice and its own established internal procedures;

16.2.3 the Goods and/or Services are, and will continue to be, during the Term:

of satisfactory quality; and
in conformance with the relevant specifications set out in the Award Letter and (if applicable) the manufacturer’s specifications and documentation;

16.2.4 should a problem in the provision of Goods and/or Services arise the Contractor shall use best endeavors to remedy the problem at no cost to LHP;

16.2.5 it will upon becoming aware that any litigation, arbitration, administrative or adjudication or mediation proceedings before or of any court or arbitrator may be threatened or pending and immediately after the commencement thereof (or within ten (10) Working Days of becoming aware the same may be threatened or pending or with ten (10) Working Days after the commencement thereof where the litigation or arbitration or administrative or adjudication or mediation proceedings is against a Sub-Contractor) give LHP notice of all such litigation, arbitration, administrative or adjudication or mediation proceedings which would adversely affect, to an extent which is material in the context of the delivery of the Services, the Contractor’s ability to perform its obligations under this Contract;

16.2.6 it will not without the prior written consent of LHP (and whether by a single transaction or by a series of transactions whether related or not) sell, transfer, lend or otherwise dispose of (other than by way of security) the whole or any part of its business or assets which would materially affect the ability of the Contractor to perform its obligations under this Contract;

16.2.7 it will not cease to be resident in the United Kingdom or transfer in whole or in part its undertaking, business, or trade outside the United Kingdom;

16.2.8 it will not undertake the performance of its obligations under this Contract for the provision of the Services or the Goods otherwise than through itself or a Sub-Contractor; and

16.2.9 it shall not without the written consent of LHP (such consent not to be unreasonably withheld or delayed) make any loans or grant any credit or give any guarantee or indemnity to or for the benefit of any person or otherwise voluntarily or for consideration assume any liability (whether actual or contingent) in respect of any obligation of any other person except in the ordinary course of business.

16.3 All warranties, representations, undertakings, indemnities, and other obligations made, given or undertaken by the Contractor in these Terms and Conditions are cumulative and none shall be given a limited construction by reference to any other.

SUB-CONTRACTING

17.1 The Contractor shall not, without the prior written consent of LHP, sub- contract, whether in whole or in part, any one or more of its rights or obligations under this Contract.

17.2 In relation to any sub-contracting pursuant to clause 17.1:

17.2.1 the Contractor shall be responsible to LHP in Law or otherwise for all such sub-contracted Services and/or Goods and such sub- contracting shall not modify, diminish, reduce or in any other way affect the liability and/or obligations of the Contractor under this Contract and/or at Law or otherwise;

17.2.2 the Contractor’s remuneration shall not be increased by the amounts payable by the Contractor to its Sub-Contractors; and

17.2.3 the Contractor shall be liable to LHP for the tortious acts and omissions of the person performing any sub-contracted work and/or Services

TERMINATION

18.1 Without affecting any other right or remedy available to it, LHP may terminate all or part of this Contract with immediate effect by giving written notice to the Contractor if:

18.1.1 the Contractor fails to pay any amount due under this Contract on the due date for payment and remains in default not less than thirty (30) Working Days after being notified in writing to make such payment;

18.1.2 the Contractor commits a Material Breach of any term of this Contract which breach is irremediable, or if such breach is remediable, fails to remedy that breach within a period of fifteen (15) Working Days after being notified in writing to do so;

18.1.3 the Contractor repeatedly breaches any of the terms of this Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Contract;

18.1.4 the Contractor, or any of the Contractor Personnel (in all cases whether acting with the Contractor’s knowledge):

directly or indirectly offers, promises, or gives any person working for or engaged by LHP a financial or other advantage to:

(a) induce that person to perform improperly a relevant function or activity; or

(b) reward that person for improper performance of a relevant function or activity;

directly or indirectly requests, agrees to receive, or accept any financial or other advantage as an inducement or a reward for improper performance of a relevant function or activity in connection with this Contract;

iii. commits any offence:

(a) under Section 117(2) of the Local Government Act 1972;

(b) under the Bribery Act 2010;

(d) at common law concerning fraudulent acts relating to this Contract or any other contract with LHP; or

(e) to defraud, attempt to defraud or conspire to defraud LHP.

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

18.1.6 the Contractor commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;

18.1.7 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Contractor (being a company);

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

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

18.1.10 a person becomes entitled to appoint a receiver over the assets of the Contractor or a receiver is appointed over the assets of the Contractor;

18.1.11 the Contractor (being an individual) is the subject of a bankruptcy petition or order;

18.1.12 a creditor or encumbrancer of the Contractor 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 Contractor’s assets and such attachment or process is not discharged within fourteen (14) Working Days;

18.1.13 any event occurs, or proceeding is taken, with respect to the Contractor in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clauses 18.1.4 to 18.1.12;

18.1.14 the Contractor suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;

18.1.15 there is a change of control of the Contractor (within the meaning of section 1124 of the Corporation Tax Act 2010);

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

18.1.17 any of the provisions of Regulation 73(1) of the Public Contracts Regulations 2015 apply.

VOLUNTARY TERMINATION BY LHP

19.1 LHP may terminate all or part of this Contract immediately at any time on or before the Expiry Date or Extended Expiry Date (as applicable) by complying with its obligations under clause 19.2.

19.2 If LHP wishes to terminate all or part of this Contract under this clause 19.2, it must give notice to the Contractor stating:

19.2.1 that LHP is terminating the Contract (either in full or detailing the part of the Contract to be terminated) under this clause 19; and

19.2.2 the date that the Contract (or part of it) will terminate if the Contract is to not terminate immediately.

19.3 The Contract (or part of it) will terminate on the date specified in the notice given to the Contractor pursuant to clause 19.2.

CONSEQUENCES OF TERMINATION

20.1 On the Expiry Date, Extended Expiry Date, or termination of the Contract LHP shall be entitled to recover any Losses from the Contractor it suffers as a result of the circumstances giving rise to LHP’s ability to terminate this Contract.

20.2 The Losses referred to in clause 20.1 shall include:

20.2.1 any additional costs incurred by LHP in procuring replacement services and goods (including any difference in purchase price); and

20.2.2 any costs incurred by LHP in procuring an alternative Contractor to provide services and goods similar to the Services and Goods.

20.3 Immediately upon termination or expiry of this Contract the Contractor shall:

20.3.1 provide to LHP all documents, materials, correspondence, papers, specifications, information contained within databases, manuals, guidance and other information in its control or possession which LHP may require or requests in writing to assist in the timely and efficient transfer of services to any third party providing the same or similar services or goods to the Services or Goods or the adoption of such Services or Goods by LHP itself;

20.3.2 deliver up to LHP or destroy (as directed by LHP) any LHP property provided pursuant to this Contract; and

20.3.3 co-operate with LHP to ensure all exit arrangements are complied with.

20.4 Termination or expiry of this Contract shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

INDEMNITIES

21.1 Neither party excludes or limits liability to the other party for:

21.1.1 death or personal injury;

21.1.2 fraud; or

21.1.3 fraudulent misrepresentation.

21.2 The Contractor shall indemnify LHP against all Losses suffered or incurred by LHP arising out of or in connection with:

21.2.1 the Contractor’s breach, negligent performance, or non-performance of any of its obligations under the Contract;

21.2.2 any breach of statutory duty arising in relation to the Contract;

21.2.3 the enforcement of the Contract;

21.2.4 any claim made against LHP for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with any act or omission by the Contractor or Contractor Personnel, Sub-Contractors or Sub-Contractor Personnel, professional advisors, and consultants in connection with the manufacture, supply or use of the Goods, or receipt, use of supply of the Services and the delivery of its obligations under the Contract;

any claim made against LHP by a third party including but not limited to any claim in respect of personal injury to any person or damage to property arising out of or in connection with this Contract to the extent that such claim arises out of the performance, breach, negligent performance or failure or delay in performance of this Contract by, or presence at LHP’s premises of, the Contractor, Contractor Personnel, Sub-Contractors or Sub-Contractor Personnel, professional advisors and consultants; or
any claim made against LHP by a third party arising out of or in connection with the supply of the Goods, as delivered, or the Services.

21.2 This clause 21 shall survive termination of the Contract.

DUTY TO MITIGATE

Both LHP and the Contractor shall at all times throughout the Term use reasonable endeavours to mitigate any loss, damage, costs or expenses suffered because of any acts or omissions of the other party in relation to the performance of obligations under this Contract.

RIGHT OF SET-OFF

LHP may retain or set off any amount owed to it by the Contractor against any amount due to the Contractor under this Contract or under any other agreement between the Contractor and LHP.

INSURANCE
- The Contractor shall take out and maintain with a reputable insurance underwriter or companies a policy or policies of insurance which are adequate to cover its liability under this Contract and any other insurances required in order to comply with the Law and the Award Letter and/or Order for the Term. These insurances must be effective in each case not later than the date on which the relevant risk commences and shall continue in effect for the duration of the Term except for Professional Indemnity insurance which shall continue in effect for 6 years beyond expiry of the Term

24.2 The Contractor shall provide to LHP on request, copies of all insurance policies referred to in this clause or a broker’s verification of insurance to demonstrate that the appropriate cover is in place, together with receipts or other evidence of payment of the latest premiums due under those policies.

The Contractor shall not take any action or fail to take any reasonable action, or permit anything to occur, which would entitle any insurer to refuse to pay any claim under any insurance policy referred to in clause 24.1.
Should the Contractor fail to take out any insurances in accordance with clause 24.1, LHP may purchase such insurances and recover the costs of such insurances from the Contractor.

PREVENTION OF BRIBERY
- The Contractor represents and warrants that neither it, nor any Contractor Personnel:
  - has committed a Prohibited Act;
  - to the best of its knowledge has been or is subject to an investigation, inquiry, or enforcement proceedings by a governmental, administrative or regulatory body regarding any Prohibited Act or alleged Prohibited Act; or
  - has been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act.
- The Contractor shall promptly notify LHP if, at any time during the Term, its circumstances, knowledge or awareness changes such that it would not be able to repeat the warranties set out in clause 1 at the relevant time.
- The Suppler shall (and shall procure that its Contractor Personnel shall) during the Term:
  - not commit a Prohibited Act; and/or
  - not do or omit to do anything that would cause LHP or any of LHP’s employees, consultants, contractors, sub-contractors, or agents to contravene any of the Relevant Requirements or otherwise incur any liability in relation to the Relevant Requirements.
  - have and maintain in place its own policies and procedures to ensure compliance with the Relevant Requirements and prevent occurrence of a Prohibited Act;
  - notify LHP (in writing) if it becomes aware of any breach of clause 1(i) or clause 25.1(ii), or has reason to believe that it or any person associated with it has received a request or demand for any undue financial or other advantage in connection with performance of this agreement.
- The Contractor shall maintain appropriate and up to date records showing all payments made by the Contractor in connection with this agreement and the steps taken to comply with its obligations under clause 3.
- The Contractor shall allow LHP and its third-party representatives to audit any of the Contractor’s records and any other relevant documentation.
- If the Contractor is in Default under this clause 25 LHP may by notice:
  - require the Contractor to remove from performance of this agreement any Contractor Personnel whose acts or omissions have caused the Default; or
  - immediately terminate this agreement.
- Any notice served by the LHP under clause 6 shall specify the nature of the Prohibited Act, the identity of the Party who LHP believes has committed the Prohibited Act and the action that the LHP has elected to take (including, where relevant, the date on which this agreement shall terminate).

25.8 The Contractor shall:

25.8.1 promptly report to LHP any request or demand for any undue financial or other advantage of any kind received by the Contractor in connection with the performance of this Contract;

25.8.2 immediately notify LHP (in writing) if a foreign public official acquires a direct or indirect interest in the Contractor (and the Contractor warrants that it has no foreign public officials as officers or employees at the date of this Contract); and

25.8.3 within one month of the Commencement Date and annually thereafter, certify to LHP in writing signed by an officer of the Contractor, compliance with this clause 24 by the Contractor and all persons associated with it. The Contractor shall provide such supporting evidence of compliance as LHP may reasonably request.

25.9 The Contractor shall maintain appropriate and up to date records showing all payments made by the Contractor in connection with this agreement and the steps taken to comply with its obligations

26 INTELLECTUAL PROPERTY RIGHTS

26.1 All Intellectual Property Rights:

26.1.1 furnished to or made available to the Contractor by LHP shall remain the property of LHP unless agreed otherwise in the Award Letter and/or Order; and

26.1.2 prepared by or for the Contractor for use, or intended use, in relation to the performance of its obligations under the Contract shall belong to LHP, and the Contractor shall not, and shall procure that the Contractor’s Personnel and Sub-Contractors shall not, (except when necessary for the implementation of the Contract) without obtaining LHP’s prior written approval, use or disclose any such Intellectual Property Rights, or any other information (whether or not relevant to the Contract) which the Contractor may obtain in performing the Contract except information which is in the public domain.

26.2 The Contractor shall obtain written approval before using any material, in relation to the performance of the Contract, which is, or may be, subject to any third-party Intellectual Property Rights. The Contractor shall procure that the owner of such rights grants to LHP a non-exclusive license, or, if itself a licensee of those rights, shall grant to LHP an authorised sub-license to use, reproduce and maintain the material. Such license or sub-license shall be non-exclusive, perpetual, and irrevocable, shall include the right to sub-license, transfer, novate or assign to any other third-party providing services to LHP, and shall be granted at no cost to LHP.

26.3 Where a claim or proceeding is made or brought against LHP which arises out of the infringement of any Intellectual Property Rights, or because the use of any materials, plant, machinery or equipment in connection with this Contract infringes any Intellectual Property Rights of a third party, then, unless such infringement has arisen out of the use of any Intellectual Property Rights by or on behalf of LHP otherwise than in accordance with the terms of this Contract, the Contractor shall indemnify LHP at all times from and against all Losses in accordance with clause 21

27 DATA PROTECTION

Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 27 is in addition to, and does not relieve, remove, or replace, a party’s obligations or rights under the Data Protection Legislation.

The parties acknowledge that for the purposes of the Data Protection Legislation, LHP is the Controller and the Contractor is the Processor. The GDPR Schedule by sets out the scope, nature, and purpose of processing by the Contractor, the duration of the processing and the types of Personal Data and categories of Data Subject
The Contractor shall notify LHP immediately if it considers that any of LHP’s instructions infringe the Data Protection Legislation.
The Contractor shall provide all reasonable assistance to LHP in the preparation of any Data Protection Impact Assessment prior to commencing any processing. Such assistance may, at the discretion of LHP, include:
- a systematic description of the envisaged processing operations and the purpose of the processing.
- an assessment of the necessity and proportionality of the processing operations in relation to the Services.
- an assessment of the risks to the rights and freedoms of Data Subjects; and
- the measures envisaged to address the risks, including safeguards, security measures and mechanisms to ensure the protection of Personal Data.
The Contractor shall, in relation to any Personal Data processed in connection with its obligations under this Contract:
- process that Personal Data only in accordance with the GDPR Schedule, unless the Contractor is required to do otherwise by Law. If it is so required, the Contractor shall promptly notify LHP before processing the Personal Data, unless prohibited by Law;
- ensure that it has in place Protective Measures, which have been reviewed and approved by LHP as appropriate to protect against a Data Loss Event having taken account of the:
  - nature of the data to be protected;
  - harm that might result from a Data Loss Event; state of technological development; and cost of implementing any measures;
- ensure that:

(i) the Contractor Personnel do not process Personal Data except in accordance with this Contract (and, the GDPR Schedule);

(ii) it takes all reasonable steps to ensure the reliability and integrity of any Contractor Personnel who have access to the Personal Data and ensure that they:

(A) are aware of and comply with the Contractor’s duties under this clause;

(B) are subject to appropriate confidentiality undertakings with the Contractor or any Sub-Processor;

(C) are informed of the confidential nature of the Personal Data and do not publish, disclose, or divulge any of the Personal Data to any third party unless directed in writing to do so by LHP or as otherwise permitted by this Contract; and

(D) have undergone adequate training in the use, care, protection, and handling of Personal Data.

not transfer Personal Data outside of the UK unless the prior written consent of LHP has been obtained and the following conditions are fulfilled:

(i) LHP or the Contractor has provided appropriate safeguards in relation to the transfer as determined by LHP;

(ii) the Data Subject has enforceable rights and effective legal remedies;

(iii) the Contractor complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred (or, if it is not so bound, uses its best endeavours to assist LHP in meeting its obligations); and

(iv) the Contractor complies with any reasonable instructions notified to it in advance by LHP with respect to the processing of the Personal Data;

at the written direction of LHP, delete or return Personal Data (and any copies of it) to LHP on termination of the Contract unless the Contractor is required by Law to retain the Personal Data.

Subject to clause 27.7, the Contractor shall notify LHP immediately if it:
- receives a Data Subject Access Request (or purported Data Subject Access Request);
- receives a request to rectify, block or erase any Personal Data;
- receives any other request, complaint or communication relating to either Party’s obligations under the Data Protection Legislation;
- receives any communication from the Information Commissioner or any other regulatory LHP in connection with Personal Data processed under this Contract;
- receives a request from any third party for disclosure of Personal Data where compliance with such request is required or purported to be required by Law; or
- becomes aware of a Data Loss Event.
The Contractor’s obligation to notify under clause 27.6 shall include the provision of further information to LHP in phases, as details become available.
Taking into account the nature of the processing, the Contractor shall provide LHP with full assistance in relation to either party’s obligations under Data Protection Legislation and any complaint, communication or request made under clause 27.6(and insofar as possible within the timescales reasonably required by LHP) including by promptly providing:
- LHP with full details and copies of the complaint, communication or request;
- such assistance as is reasonably requested by LHP to enable LHP to comply with a Data Subject Access Request within the relevant timescales set out in the Data Protection Legislation
- LHP, at its request, with any Personal Data it holds in relation to a Data Subject;
- assistance, as requested by LHP, following any Data Loss Event;
- assistance, as requested by LHP, with respect to any request from the Information Commissioner’s Office, or any consultation by LHP with the Information Commissioner’s Office.
The Contractor shall maintain complete and accurate records and information to demonstrate its compliance with this clause. This requirement does not apply where the Contractor employs fewer than 250 staff, unless:
- LHP determines that the processing is not occasional;
- LHP determines the processing includes special categories of data as referred to in the Data Protection Legislation ; and
- LHP determines that the processing is likely to result in a risk to the rights and freedoms of Data Subjects.
The Contractor shall allow for audits of its Data Processing activity by LHP or LHP’s designated auditor.
The Contractor shall designate a data protection officer if required by the Data Protection Legislation.
Before allowing any Sub-Processor to process any Personal Data related to this Contract, the Contractor must:
- notify LHP in writing of the intended Sub-Processor and processing;
- obtain the written consent of LHP;
- enter into a written agreement with the Sub-Processor which give effect to the terms set out in this clause, such that they apply to the Sub-Processor; and
- provide LHP with such information regarding the Sub-Processor as LHP may reasonably require.
The Contractor shall remain fully liable for all acts or omissions of any Sub- Processor.
LHP may, at any time on not less than 30 Working Days’ notice, revise this clause 26 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when incorporated by attachment to this Contract).
The parties agree to take account of any guidance issued by the Information Commissioner’s Office. LHP may, on not less than 30 Working Days’ notice to the Contractor, amend this Contract to ensure that it complies with any guidance issued by the Information Commissioner’s Office.
The parties agree that any term or condition of the Contract that attempts to limit the liability of the Contractor under this Contract with respect to any claims it may receive from LHP following any fine, damages, costs or any other claim imposed on LHP from the Information Commissioner’s Office (the “ICO”) (or such successor organisation or regulator thereof) (the “ICO Losses”) or arising from any claim made against LHP by a third party arising out of or in connection with the Contractor’s breach of this clause 26 shall have no effect, and, accordingly, notwithstanding any other terms or conditions of the Contract, the Contractor shall indemnify LHP in full for any Losses incurred by LHP as a result of the Contractor’s breach of its obligations under this clause 27.

FREEDOM OF INFORMATION
- The Contractor acknowledges that LHP is subject to the requirements of the FOIA and the EIRs and shall assist and co-operate with LHP to enable LHP to comply with its information disclosure obligations.
- The Contractor shall
  - transfer to LHP 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;
  - provide LHP with a copy of all information in its possession or power (being information held by the Contractor on behalf of LHP) in the form that LHP requires within five (5) Working Days of LHP ‘s request (or such other period as LHP may specify); and
  - provide all necessary assistance as reasonably requested by LHP to enable LHP 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 EIR.
- LHP shall be responsible for determining at its absolute discretion whether any information including information which the Contractor has indicated is commercially sensitive information (the “Commercially Sensitive Information”):
  - is exempt from disclosure in accordance with the provisions of the FOIA or the EIR; and/or
  - is to be disclosed in response to a Request for Information.
- In no event shall the Contractor respond directly to a Request for Information unless expressly authorised to do so by LHP.
- The Contractor acknowledges that LHP may be required under the FOIA and the EIRs, and/or following consultation with the Contractor to disclose information without consulting or obtaining consent from the Contractor, or despite having taken the Contractors’ views into account, provided that LHP shall, in accordance with any recommendations of the Code, take reasonable steps, where appropriate:
  - to give the Contractor advanced notice; or failing that
  - to draw the disclosure to the Contractor’s attention after any such disclosure
- LHP shall take reasonable steps to notify the Contractor of a Request For Information (in accordance with the Cabinet Office’s Freedom of Information Code of Practice issued under section 45 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in this agreement) LHP shall be responsible for determining in its absolute discretion whether any Commercially Sensitive Information and/or any other information is exempt from disclosure in accordance with the FOIA and/or the EIRs.
- Notwithstanding any other term of this agreement, the Contractor consents to the publication of this agreement in its entirety (including variations), subject only to the redaction of information that is exempt from disclosure in accordance with the provisions of the FOIA and EIRs.
- LHP shall, prior to publication, consult with the Contractor on the manner and format of publication and to inform its decision regarding any redactions but shall have the final decisions in its absolute discretion. The Contractor shall assist and co-operate with LHP to enable LHP to publish this agreement.

CONFIDENTIALITY

29.1 In respect of any Confidential Information it (the ‘Recipient’) may receive from the other party (the “Discloser”) and subject always to the remainder of this clause 29, each party undertakes to keep secret and strictly confidential and shall not disclose any such Confidential Information to any third party, without the Discloser’s prior written consent provided that:

29.1.1 the Recipient shall not be prevented from using any general knowledge, experience or skills which were in its possession prior to the commencement of this Contract;

29.1.2 the provisions of this clause 29 shall not apply to any Confidential Information which:

is in or enters the public domain other than by breach of this Contract or other act or omissions of the Recipient;
is obtained by a third party who is lawfully authorised to disclose such information;

is authorised for release by the prior written consent of the Discloser;

which is in or enters the public domain other than through any disclosure prohibited by this agreement ;
which a party can demonstrate was lawfully in its possession prior to receipt from the other party
which is disclosed by LHP on a confidential basis to any central government or regulatory body or

the disclosure of which is required to ensure the compliance of LHP with FOIA, EIR, or the Local Government Transparency Code 2015;
- Each party may disclose the other party’s confidential information:
to its employees, officers, representatives, contractors, subcontractors, or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors, or advisers to whom it discloses the other party’s confidential information comply with this clause 29; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory LHP.

LHP may, in its sole discretion, elect to publish this Contract (including any variations to this Contract) in its entirety.
Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

SOCIAL VALUE

The Contractor shall, as part of the supply of the Goods and/or provision of Services, fulfil any social value requirements as set out in the Award Letter and/or Order.

31 TUPE

The parties agree that the provisions of Schedule 2 shall apply to any Relevant Transfer of staff under this agreement.

32 FORCE MAJEURE

32.1 Subject to the remaining provisions of this clause 32, neither party shall be in breach of this Contract, nor liable for delay in performing or failure to perform any of its obligations under this Contract, if such delay or failure result from a Force Majeure Event, and each party shall be eligible to claim relief.

32.2 The Contractor cannot claim relief if the Force Majeure Event is attributable to its:

i) wilful act;
ii) neglect; or

iii) failure to take reasonable precautions against the relevant Force Majeure Event.

32.3 Pursuant to clause 32.1, the Affected Party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for one month, the party not affected may terminate this Contract by giving 14 days’ written notice to the other.

32.4 The Affected Party shall immediately give the other party written notice of a Force Majeure Event. The notification shall include details of the Force Majeure Event together with evidence of its effect on the obligations of the Affected Party and any action the Affected Party proposes to take to mitigate its effect.

32.5 Where a Force Majeure Event only affects the performance of one part of the Contract, the Contractor shall only be relieved in accordance with this clause 31 in relation to that part of the Contract and all remaining obligations under the Contract shall continue unaffected.

33 NOTICES

33.1 Any notice from one party to the other under or in connection with this Contract shall be:

in writing or by email; and
signed on behalf of the party giving it, marked for the attention of the representative of the receiving party as set out in the Award Letter and/or Order, or as otherwise notified by either party to the other party from time to time; and
sent by a delivery method listed in clause 33.2.

33.2 The table below sets out the delivery methods by which a notice (or any other communication) in connection with this Contract may be sent as well as the corresponding dates and times of deemed delivery that shall apply:

Delivery Method	Deemed delivery
By Hand	On signature of a delivery receipt
By prepaid first-class post, recorded delivery or other next working day delivery service	By 9.00am on the second working day after posting

33.3 This clause 33 does not apply to the service of proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

33.4 For the purpose of this clause 33, “writing” shall include email except in the circumstances of 33.3.

34 DISPUTE RESOLUTION

34.1 Where a dispute arises in connection with this Contract or the performance, validity or enforceability of it (Dispute), then the parties shall follow the procedure set out in this clause:

(a) either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the authorised representatives of each party shall attempt in good faith to resolve the Dispute;

(b) if the authorised representatives of each party are for any reason unable to resolve the Dispute within [30] days of service of the Dispute Notice, the Dispute shall be referred to the LHP’s [SENIOR OFFICER TITLE] and the Contractor’s [SENIOR OFFICER TITLE] who shall attempt in good faith to resolve it; and

if LHP’s [SENIOR OFFICER TITLE] and the Contractor’s [SENIOR OFFICER TITLE] are for any reason unable to resolve the Dispute within [30] days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, requesting a mediation. The mediation will start not later than [NUMBER] days after the date of the ADR notice.

34.2 Neither party shall commence court proceedings or arbitration in relation to any Dispute arising pursuant to this Contract until it has attempted to settle the Dispute by mediation and either:

the mediation has concluded or been terminated; or
the other party has failed to participate in the mediation, provided always that the right to issue proceedings shall not be prejudiced by such delay.

34.3 Each party shall bear its own costs in relation to the reference to the mediator and the mediator’s fees and any costs properly incurred by him shall be borne by the parties equally.

35 AUDIT

35.1 During the Term and for a period of 6 years after the Expiry Date or Extended Expiry Date LHP shall be entitled to carry out audits to determine whether the Contractor has performed its obligations under this Contract and for the following purposes:

to verify the accuracy of the Price (and proposed or actual variations to them in accordance with this agreement) and/or the costs of all Contractors (including Sub-Contractors) of the Services;
to review the integrity, confidentiality and security of any data relating to LHP or any service users;
to review the Contractor’s compliance with the Data Protection Legislation, the FOIA,) and any other legislation applicable to the Services;
to review any records created during the provision of the Services;
to review any books of account kept by the Contractor in connection with the provision of the Services;
to carry out the audit and certification of the Contractor’s accounts;
to carry out an examination pursuant to section 6(1) of the National Audit Act 1983 of the economy, efficiency, and effectiveness with which LHP has used its resources;
to verify the accuracy and completeness of any management reports delivered.

35.2 Except where an audit is imposed on LHP by a regulatory body or where LHP has reasonable grounds for believing that the Contractor has not complied with its obligations under this agreement, LHP may not conduct an audit more than [twice] in any calendar year.

35.3 LHP shall use its reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Contractor or delay the provision of the Services.

35.4 Subject to LHP’s obligations of confidentiality, the Contractor shall on demand provide the LHP and any relevant regulatory body (and/or their agents or representatives) with all reasonable co-operation and assistance in relation to each audit, including:

(i) all information requested by the above persons within the permitted scope of the audit;

reasonable access to any sites and to any equipment used (whether exclusively or non-exclusively) in the performance of the Services; and
access to the Contractor Personnel.

35.5 LHP shall endeavour to (but is not obliged to) provide at least [15] Working Days’ notice of its intention or, where possible, a regulatory body’s intention, to conduct an audit.

35.6 The parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this clause, unless the audit identifies a material failure to perform its obligations under this agreement in any material manner by the Contractor in which case the Contractor shall reimburse LHP for all LHP’s reasonable costs incurred during the audit.

35.7 If an audit identifies that:

the Contractor has failed to perform its obligations under this agreement in any material manner, the parties shall agree and implement a remedial plan. If the Contractor’s failure relates to a failure to provide any information to LHP about the Price, proposed Price or the Contractor’s costs, then the remedial plan shall include a requirement for the provision of all such information;
LHP has overpaid any Price, the Contractor shall pay to LHP the amount overpaid within [20] days. LHP may deduct the relevant amount from the Price if the Contractor fails to make this payment; and
LHP has underpaid any Charges, LHP shall pay to the Contractor the amount of the under-payment less the cost of audit incurred by LHP if this was due to a default by the Contractor in relation to invoicing within [20] days.

35.8 For this purpose, the Contractor grants to LHP, its statutory auditors or any authorised agents of LHP, a right of reasonable access to any premises of the Contractor which are used in connection with the performance of the Contractor’s responsibilities and obligations under this Contract. Such access shall include a right to access to all computer systems, personnel and financial records, minute books and any other relevant evidence (including obtaining relevant copies).

35.9 The Contractor shall afford LHP, its auditors or agents all co-operation and assistance reasonably required for the purposes of carrying out an audit of the Contractor’s compliance with this Contract.

ADVERTISEMENTS
- This Contract shall not entitle the Contractor to endorse its products by reference in any way to LHP nor shall the Contractor exhibit or display for advertisement or otherwise any goods, equipment, or vehicles to be supplied under the Contract to LHP and which can be identified with LHP (whether the property in such goods, equipment or vehicles shall have passed to LHP or not) without the written consent of LHP.
- The provisions of this clause 36 shall apply throughout the duration of this Contract and indefinitely beyond either its expiry or termination.

MEETINGS

37.1 Unless agreed otherwise by LHP, the parties shall conduct quarterly review meetings, either face to face or by telephone conference, which shall commence one month after the Commencement Date (or such other frequency as may be agreed between the parties) where the parties shall discuss the operation of this Contract, and, in particular, the on-going relationship between the parties.

37.2 For the avoidance of doubt in this clause 36, the Contractor, at its cost, shall be responsible for the arrangement and administration of the quarterly review meetings.

38 SAFEGUARDING CHILDREN AND VULNERABLE ADULTS

38.1 The parties acknowledge that the Contractor is a Regulated Activity Provider with ultimate responsibility for the management and control of the Regulated Activity provided under this Contract and for the purposes of the Safeguarding Vulnerable Groups Act 2006.

The Contractor shall:
- ensure that all individuals engaged in Regulated Activity are subject to a valid enhanced disclosure check for regulated activity undertaken through the Disclosure and Barring Service (“DBS”); and
- monitor the level and validity of the checks under this clause 37 for each member of staff; and
- not employ, or use the services of, any person who is barred from, or whose previous conduct or records indicate that he or she would not be suitable to carry out Regulated Activity, or who may otherwise present a risk to service users.

38.3 The Contractor warrants that at all times for the purposes of this Contract it has no reason to believe that any person who is, or will be employed, or engaged by the Contractor in the provision of the Services is barred from the activity in accordance with the provisions of the Safeguarding Vulnerable Groups Act 2006 and any regulations made thereunder, as amended from time to time.

38.4 The Contractor shall immediately notify LHP of any information that it reasonably requests to enable it to be satisfied that the obligations of this clause 37 have been met.

38.5 The Contractor shall refer information about any person carrying out the Services to the DBS where it removes permission for such person to carry out the Services (or would have, if such person had not otherwise ceased to carry out the Services) because, in its opinion, such person has harmed or poses a risk of harm to the service users.

CONFLICT OF INTEREST

The Contractor acknowledges and agrees that no conflict of interest exists between the Contractor and or any Sub-Contractor and LHP at the Commencement Date. If the Contractor becomes aware of a conflict of interest between its own interests or those of a Sub-Contractor and LHP, it shall notify LHP of the full details of any such conflict of interest immediately.
LHP reserves the right to terminate this Contract immediately by notice in writing and/or take such steps as it shall deem necessary should it become aware of a conflict of interest between itself and the Contractor or Sub- Contractor.

CHANGE IN LAW
- The Contractor shall neither be relieved of its obligations to provide the Goods and/or Services in accordance with the terms of this Contract nor be entitled to an increase in the Price as the result of:
  - a General Change in Law; or
  - a Specific Change in Law where the effect of that Specific Change in Law on the provision of the Services is known at the Commencement Date.
- If a Specific Change in Law occurs or will occur during the Term (other than those referred to in clause 40.1.2), the Contractor shall notify LHP of the likely effects of that change, including:
  - whether any change is required to the provision of the Goods and/or Services, the Price, or this Contract; and
  - whether any relief from compliance with the Contractor’s obligations is required.
- A soon as practicable after any notification in accordance with clause 40.2 the Parties shall discuss and seek to agree the matters referred to in that clause and any ways in which the Contractor can mitigate the effect of the Specific Change of Law, including:
  - providing evidence that the Contractor has minimised any increase in costs or maximised any reduction in costs;
  - demonstrating that a foreseeable Specific Change in Law had been taken into account by the Contractor before it occurred;
  - giving evidence as to how the Specific Change in Law has affected the cost of providing the Goods and/or Services; and
  - demonstrating that any expenditure that has been avoided
- Any increase in the Price or relief from the Contractor’s obligations agreed by the Parties pursuant to clause 40.3 shall be implemented in accordance with clause 44.

ASSIGNMENT/NOVATION
- The Contractor shall not assign, mortgage, charge, delegate, declare a trust over novate, or otherwise transfer its rights and obligations under this Contract in whole or in part except with the prior written consent of LHP.
- LHP may assign, novate, mortgage, charge, delegate, declare a trust over or otherwise transfer its rights and obligations under this Contract in whole or in part at its sole discretion.

42 ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding between the parties in respect of the matters dealt with in it and supersedes any previous agreement between the parties.

43 THIRD PARTY RIGHTS

No term of this Contract is enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this Contract.

44 SEVERAANCE

If any term, condition, or provision of this Contract shall be held to be invalid, unlawful or unenforceable to any extent, such term, condition or provision shall not affect the validity, legality and enforceability of the other provisions of or any other documents referred to in this Contract.

45 CHANGE CONTROL

45.1 If either party wishes to change the scope of the Services, that party shall submit details of the requested change to the other Party in writing.

45.2 If LHP requests a change to the scope of the Services, the Contractor shall, within a reasonable time (and in any event not more than five (5) Working Days after receipt of LHP’s request), and without further charge to LHP, provide a written estimate to LHP of:

the likely time required to implement the change;
any necessary variations to the Price as a result of the change;
the likely effect of the change on the Services; and
any other impact of the change on the terms of this Contract.

45.3 If LHP does not wish to proceed with a change to the scope of the Services, there shall be no change to the Services or this Contract.

45.4 If LHP wishes the Contractor to proceed with the change, the Contractor shall do so after agreement on the necessary variations to its Price (if any), the Services and any other relevant terms of this Contract to take account of the change.

45.5 If the Contractor requests a change to the scope of the Services, LHP shall not unreasonably withhold or delay consent to it. If LHP wishes the Contractor to proceed with the change, the Contractor shall do so

45.6 Unless the Contractor’s request was attributable to LHP’s non- compliance with LHP’s obligations under this Contract, neither the Price, the Services, nor any other terms of this Contract shall vary as a result of such change.

46 WAIVER

No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

47 NO PARTNERSHIP OR AGENCY

Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

48 GOVERNING LAW AND JURISDICTION

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

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

Schedule 1

GDPR Schedule

Data processing

Processing by the Supplier
- Scope
- Nature
- Purpose of processing
- Duration of processing
Types of Personal Data
Categories of Data Subject

Schedule 2

TUPE