Terms and conditions - Contract framework services - The Pensions ...

General terms and conditions 

of Contract Framework 

Services 

These conditions may only be varied with the written agreement of the Authority. No terms 

or conditions put forward at any time by the Contractor shall form any part of the contract. 

1. Definitions and interpretation 

1.1. In this Contract unless there shall be something in the subject or context inconsistent 

therewith, the following words and expressions shall have the meanings hereinafter 

mentioned: 

a) ‘Applicable rates’ shall mean the rates set out in Schedule 1 of this Contract. 

b) ‘Assignment’ shall mean a specific piece of work to provide Services under a Calloff 

contract. 

c) 'Authority' shall mean The Pensions Regulator of Napier House, Trafalgar Place, 

Brighton BN1 4DW and shall include the Authority's legal personal representatives, 

successors and permitted assigns. 

d) ‘Call-off contract’ shall mean the contract that is formed under this Contract when 

the Contractor confirms a Service order in accordance with the ordering procedure 

set out in Schedule 2. 

e) ‘Charges’ shall mean the charges exclusive of Value Added Tax (VAT) payable to 

the Contractor by the Authority under a Call-off contract for the full and proper 

performance by the Contractor of the Services including without limitation all 

authorisations and licenses. 

f) ‘Commencement date’ shall mean the……………....day of……….…..20…….. 

Sample 

g) 'Contract' shall mean this contract between the Authority and the Contractor 

including all documents identified and specified to which reference may properly be 

made in order to ascertain the rights and obligations of the parties. 

h) ‘Contractor IPR’ shall mean any Intellectual property rights created after the 

Commencement date by the Contractor, its contractors, agents and employees in 

connection with the Services which are specifically identified in a Service order as 

Intellectual property rights which will vest in the Contractor and or its licensors. 

i) ‘Contract period’ shall mean the period commencing on the Commencement date 

and unless terminated in accordance with the terms of this Contract or otherwise 

lawfully terminated shall terminate at the end of the Initial term, or if the Authority 

elects to extend beyond the Initial term, at the end of the Extension period. 

General terms and conditions – Contract framework services Page 1 of 43



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j) ‘Commercially sensitive information’ shall mean any information (i) listed in the 

Commercially Sensitive Information Schedule; or, (ii) notified to the Authority in 

writing (prior to the commencement of this Agreement) which has been clearly 

marked as Commercially Sensitive Information: (a) which is provided by the 

Contractor to the Authority in confidence for the period set out in that Schedule or 

notification; and/or (b) which constitutes a trade secret. 

k) ‘Confidential information’ shall mean any information, however it is conveyed, 

received by either party from the other that relates to the business, affairs, 

developments, trade secrets, Know-how, personnel and suppliers of either party, 

including Intellectual property rights, Deliverables and any other documents 

delivered or contributed to by the Contractor in the course of providing the Services 

together with all information derived from the above, and any other information 

clearly designated as being confidential (whether or not it is marked as ‘confidential’) 

or which ought to reasonably be considered to be confidential. 

l) ‘Crown’ shall mean Parliament, government ministers and its servants, central 

government departments, other government bodies including non-departmental 

public bodies, office holders, commissioners and regulators. 

m) ‘Deliverable(s)’ shall mean any document, plan, report, review, supporting 

information, background information, statistics, analysis, presentations and/or 

evidence relating to that Deliverable or any other materials to be provided by or on 

behalf of the Contractor in the course of providing the Services; 

n) ‘Environmental information regulations’ shall mean the Environmental 

Information Regulations 2004 together with any guidance and/or codes of practice 

issued by the Information Commissioner or relevant government department in 

relation to such regulations 

Sample 

o) ‘Extension period‘ shall mean the period for which the Authority extends the term 

of the Contract beyond the Initial term in accordance with Clause 3. 

p) ‘FoIA’ means the Freedom of Information Act 2000 and any subordinate legislation 

made under this Act from time to time together with any guidance and/or codes of 

practise issued by the Information Commissioner or relevant government 

department in relation to such legislation. 

q) ‘Force Majeure’ means any event or occurrence which is outside the reasonable 

control of the party concerned and which is not attributable to any act or failure to 

take preventative action by that party, including act of God, fire, flood, violent storm, 

war, revolution or acts of terrorism, but excluding: 

• strikes, lock outs or other industrial action whether of the affected party’s own 

employees or others; or 

• the failure by any Sub-contractor or agent to perform its obligations under any 

sub-contract or contract; or 




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• the failure of supplies of power or other goods and services; 

r) ‘Framework’ shall mean the framework arrangements established by the Authority 

for the provision of ……………………… by Framework suppliers resulting from 

advertisement ……………… issued in the Official Journal of the European Union. 

s) Framework supplier’ shall mean a Supplier appointed as a Service provider under 

a Contract on the same or similar terms to this Contract as part of the Framework. 

t) ‘Information’ shall have the meaning given under Section 84 of the FoIA. 

u) ‘Initial term’ shall mean the period of two (2) years commencing on the 

Commencement date; 

v) ‘Intellectual property rights’ shall mean patents, inventions, trade marks, service 

marks, logos, design rights (whether registerable or otherwise), applications for any 

of the foregoing, copyright, database rights, domain names and website addresses, 

trade or business names, rights in Know-how and Confidential information, moral 

rights and other similar rights or obligations whether registerable or not in any 

country (including but not limited to the United Kingdom) and the right to sue for 

passing off; 

w) ‘Key personnel’ shall mean those persons designated in the Call-off contract as 

being Key personnel. 

x) ‘Know-how’ shall mean all ideas, concepts, schemes, information, knowledge, 

techniques, methodologies, processes, models, designs, and anything else in the 

nature of Know-how excluding any Intellectual property rights. 

y) ‘Law’ means any applicable Act of Parliament, subordinate legislation within the 

meaning of Section 21(1) of the Interpretation Act 1978, exercise of the royal 

prerogative, enforceable community right within the meaning of Section 2 of the 

European Communities Act 1972, regulatory policy, guidance or industry code, 

judgment of a relevant court of law, or directives or requirements of any regulatory 

body (which, in respect of the latter, the parties are bound to comply with); 

Sample 

z) ‘Lot’ shall mean one of the lots within the Framework, being: 

lot 1: ……………………., or 

lot 2: ……………………., or 

lot 3: ……………………., or 

aa) 

bb) 

‘Mini-tender’ shall mean a further competition under the Framework to award an 

Assignment involving Framework suppliers from the relevant Lot(s). 

‘Mini-tender invitation’ shall mean the invitation to participate in a Mini-tender 

issued to relevant Framework suppliers. 




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cc) 

Mini-tender response’ shall mean the Contractor’s response to a Mini-tender 

invitation. 

dd) 

ee) 

ff) 

gg) 

hh) 

ii) 

jj) 

kk) 

ll) 

‘Pre-existing IPR’ shall mean Intellectual property rights including any Intellectual 

property rights which are proprietary to any third party in existence prior to the 

Commencement date. 

‘Premises’ shall unless otherwise specified mean Napier House, Trafalgar Place, 

Brighton, BN1 4DW. 

‘Request for information’ shall have the meaning set out in Section 84 of the FoIA. 

‘Replacement contractor’ shall mean any third party service provider appointed by 

the Authority to supply any services which are substantially similar to or the same as 

any of the Services. 

‘Services’ shall mean all Services including any Deliverables, goods, materials or 

articles which the Contractor is required to provide under any Call-off contract as 

described in the Service specification. 

‘Service order’ shall mean an order served by the Authority on the Contractor, in 

accordance with the ordering procedure specified in Clause 61, which includes the 

Service specification and any Special terms. 

‘Service specification’ means the formal description in objective and measurable 

terms of the services required in relation to an Assignment as set out in Mini-tender 

invitations, Service orders and incorporated into Call-off contracts. 

‘Source code’ means computer programs and/or data in eye-readable form and in 

such form that it can be compiled or interpreted into equivalent binary code together 

with all technical information and documentation necessary for the use, 

reproduction, modification and enhancement of such software; 

Sample 

‘Special terms’ shall mean any term specified in a Call-off contract which is 

additional to or which amends the terms of the Contract in relation to an 

Assignment. 

mm) ‘Sub-contractor’ shall mean any Sub-contractor, supplier, service provider, 

consultant agent, servant and the like engaged by the Contractor to provide 

Services or part thereof. 

nn) 

oo) 

‘Tender‘ shall mean the tender submitted by the Contractor in response to the 

Authority’s invitation to tender dated …………… issued in connection with the 

Framework. 

‘Working day’ shall mean a day (other than a Saturday or Sunday) on which banks 

are open for general business in the City of London. 




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1.2. Interpretation: 

a) Unless the context otherwise requires, the singular includes the plural and vice 

versa. 

b) Headings and use of bold type face shall be ignored. 

c) References to any enactment shall include references to such enactment as it may, 

after the date of this Contract, from time to time be amended, supplemented or reenacted. 

d) A reference to a clause, sub-clause, paragraph or sub-paragraph is, unless 

indicated to the contrary, a reference to a clause, sub-clause, paragraph or subparagraph 

of this Contract. 

e) References to the word ‘include’ or ‘including’ are to be construed without limitation. 

f) Any reference to the singular includes the plural where appropriate, and any 

reference to the masculine gender includes the feminine and neuter genders where 

appropriate. 

g) Any reference to the Contract shall be construed as including reference to Call-off 

contracts unless stated otherwise and/or unless the context requires otherwise. 

2. Commencement and duration 

2.1. The Contract will take effect on the Commencement date and shall expire at the end of the 

Contract period. 

2.2. A Call-off contract will take effect on confirmation of a Service order by the Contractor in 

accordance with the ordering procedure set out in Schedule 2. 

Sample 

2.3. Each Call-off contract shall incorporate and consist of: 

a) the relevant Service order; 

b) the provisions of this Contract; 

c) any relevant Special terms; and 

d) any relevant Service specification. 

3. Possible extension of contract period 

3.1. Subject to satisfactory performance by the Contractor during the Contract period, the 

Authority may wish to extend the Contract for periods up to but not exceeding two (2) 

years after the Initial term. The Contractor will be approached before the end of the Initial 

term if the Authority wishes so to do. The agreed terms and conditions will apply 

throughout any Extension period. 




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4. Payment 

4.1. Payment of the Charges shall be made by the Authority within thirty (30) days of the 

receipt by the Authority of a valid invoice, which the Contractor was entitled to submit. 

Payment will only be made in respect of Services which have been completed in 

accordance with this Contract and the relevant Call-off contract and accepted by the 

Authority (acceptance not to be unreasonably withheld or delayed). Payment for any goods 

will only be made where such goods have been delivered to the Authority in accordance 

with this Contract and the relevant Call-off contract and accepted by the Authority. In the 

event that the Authority disputes any part of an invoice, the Authority shall pay the 

undisputed amount inclusive of VAT. Both parties shall make every effort to resolve any 

such disputes and to pay the balance as soon as is practicably possible. 

4.2. Payment terms shall be as specified in Call-off contracts, or where not specified the 

Contractor shall be entitled to submit invoices for provision of Services monthly in arrears. 

The Contractor has an obligation to submit clearly labelled invoices with the relevant 

purchase order reference, other relevant information and clearly addressed to the Finance 

team to aid the invoice matching and payment process. Failure to do so may result in late 

payment for which the Authority will not be held liable. 

4.3. Payment shall be made to the Contractor via BACS within thirty (30) days of receipt of a 

correctly completed invoice after the satisfactory completion of Services in accordance 

with the relevant Call-off contract unless, before payment is due, the Authority has rejected 

all or any part of the Services. 

4.4. VAT, where applicable, shall be shown separately on all invoices as a strictly net extra 

charge. 

4.5. The Authority shall be entitled to deduct from any payment otherwise due to the Contractor 

any undisputed sum that is due to the Authority under this Contract. 

Sample 

4.6. Where either party fails to make payment on a due date the other party shall be entitled to 

charge interest on the late payment (except where part or the whole of the payment is 

withheld due to a bona fide dispute as to entitlement to payment), calculated daily at the 

rate of 2% above the LIBOR rate from the due date (whether before or after any 

judgement) until actual payment and it is agreed by the parties that this clause provides 

the parties with a substantial remedy pursuant to sections 8 and 9 of the Late Payment of 

Commercial Debts (Interest) Act 1998. 

5. Recovery of sums due 

5.1. Wherever under the Contract any sum of money is recoverable from or payable by the 

Contractor, that sum may be deducted from any sum then due, or which at any later time 

may become due, to the Contractor under the Contract. 

6. Price variation 

6.1. Subject to clause 6.2, the Applicable rates may not be increased throughout the Initial 

term. 




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6.2. The Authority may at any time during the Contract period conduct a further competition 

amongst Framework Suppliers to revise the Applicable rates. 

7. Performance and obligations of the Contractor 

7.1. The Contractor shall carry out the Services in accordance with individual Call-off contracts 

and the Contract and the Contractor further acknowledges that in performing the Services 

the Authority is reliant upon the Contractor exercising all reasonable skill, care and 

diligence in the performance and discharge of the Services. The Contractor warrants and 

undertakes that the Services shall be supplied and carried out by appropriately 

experienced, qualified and trained personnel with the highest levels of skill, care and 

diligence. 

7.2. The Contractor shall provide all supervision, labour, materials, transport, plant, tools, 

equipment and facilities necessary to perform the Services in accordance with the 

Contract. Where the Contractor is required to deliver a Deliverable under any Call-off 

contract, any description of such Deliverable in a Call-off contract shall be construed as 

including and the Contractor shall provide as part of that Deliverable any supporting 

information, background information, reports, statistics, analysis, presentations and/or 

evidence relating to that Deliverable. 

7.3. The Contractor shall proceed with the carrying out of the Services regularly, diligently and 

in accordance with such programme as may be included in Call-off contracts. If a Call-off 

contract contains specific dates or periods by which any part of the Services is to be 

completed the Contractor shall complete such parts by such dates unless otherwise 

agreed. 

7.4. Unless otherwise provided for the Contractor shall not deliver any items to the Premises or 

remove any items belonging to the Authority from the Premises without having first 

obtained written permission from the Authority. The Contractor shall maintain written 

records of all items so delivered or removed. 

Sample 

7.5. The Contractor shall be deemed to have inspected the Premises and to have satisfied 

himself of the conditions and all circumstances affecting the Premises and the carrying out 

of the Services. Accordingly no claim by the Contractor for additional payment or extension 

of time will be allowed on the grounds of any matter relating to the Premises or as to the 

circumstances or conditions under which the Services are to be provided. 

7.6. The Contractor shall not do anything to cause anything to be done, which may damage the 

reputation of the Authority or bring the Authority into disrepute. 

7.7. The Contractor warrants and represents to the Authority that as at the Commencement 

date, all information, statements and representations contained in the Tender and the 

Contractor’s response to the Authority’s pre-qualification questionnaire date XX/XX/20XX 

are true, accurate, and not misleading save as may have been specifically disclosed in 

writing to the Authority prior to the execution of this Contract and it will promptly advise the 

Authority of any fact, matter or circumstance of which it may become aware which would 

render any such information, statement or representation to be false or misleading. 




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8. Contract management and monitoring of contract performance 

8.1. Reporting requirements in relation to individual Assignments will be set out in the Call-off 

contracts. 

8.2. The Contractor shall provide such reports in relation to the Contract in such format and 

such manner as may be requested by the Authority (acting reasonably). 

8.3. The Contractor will attend quarterly review meetings at the Authority’s Premises, if 

required, at no charge to the Authority. 

8.4. The Contractor shall provide an initial response by email to all queries raised by the 

Authority within one (1) Working day. 

9. Contractors’ personnel 

9.1. The Contractor shall take the steps reasonably required by the Authority to prevent 

unauthorised persons being admitted to the Premises. If the Authority gives the Contractor 

notice that any person is not to be admitted to or is to be removed from the Premises or is 

not to become involved in or is to be removed from involvement in the Contract or any 

Call-off contact, the Contractor shall take all reasonable steps to comply with such notice. 

9.2. The decision of the Authority as to whether any person is to be admitted to or is to be 

removed from the Premises or is not to become involved in or is to be removed from 

involvement in an Assignment shall be final and conclusive. 

9.3. The Contractor and its Sub-contractor(s), engaged on the Premises shall comply with such 

rules, regulations and requirements (including those relating to security arrangements) as 

may be in force from time to time for the conduct of personnel when on those Premises. 

The Authority will give reasonable prior notice of such rules, regulations and requirements 

and will act reasonably in their application. 

10. Key personnel 

Sample 

10.1. Where a Call-off contract provides that an Assignment shall be undertaken by Key 

personnel, the Contractor shall undertake all reasonable steps to ensure that the Key 

personnel shall remain for the full period of the Assignment. In the event of sickness or 

other emergencies, the Contractor shall provide suitably qualified and experienced 

replacement personnel, which are acceptable to the Authority (such acceptance not to be 

unreasonably withheld or delayed), without additional charge or expense at the earliest 

possible opportunity. 

10.2. In circumstances beyond its reasonable control, the Contractor may, subject to the 

reasonable approval of the Authority, replace any of the Key personnel with personnel of 

equivalent expertise and experience, and at the same cost, by giving one months notice in 

writing. 




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10.3. If in the opinion of the Authority and the Contractor, a handover period is required, the 

Contractor shall provide both the Key personnel and the replacement personnel during this 

period at no extra charge. 

11. Liaison 

11.1. The Contractor shall appoint a representative (the ‘Contractor’s representative’) and such 

appointment shall be notified to the Authority. The Contractor’s representative shall be 

responsible for liaison with the Authority. 

11.2. The Authority shall appoint a representative (the ‘Authority representative’) and such 

appointment shall be notified to the Contractor. The Authority shall not be liable for any 

instructions issued by any person other than its representative unless otherwise agreed. 

12. Access for the Contractor 

12.1. The Authority shall give the Contractor access to the Premises for the purpose of carrying 

out the Services at such times as may be specified in the relevant Call-off contract or, if not 

so specified, as may reasonably be required by the Contractor to carry out the Services in 

accordance with the Call-off contract. 

12.2. While on the Premises, the Contractor shall comply with all applicable statutory 

enactments and regulations, the Authority’s applicable policies and procedures and 

instructions. The Authority shall give reasonable prior notice of such policies and 

procedures and instructions and will act reasonably in their interpretation. 

12.3. The Authority shall have the right to require the Contractor to remove immediately from the 

Premises any employee or Sub-contractor who has: 

a) Failed to comply with any of the applicable enactment’s, regulations, policies, 

procedures or instructions; or 

Sample 

b) In the sole opinion of the Authority has not conducted himself appropriately or has 

been negligent or incompetent; 

12.4. without thereby incurring any responsibility to the Contractor for any additional costs or 

time. 

12.5. The Contractor shall be solely responsible for the suitability and safety of any equipment or 

tools used by him and shall not use any equipment or tools, which may be unsuitable, 

unsafe, or likely to cause damage. The Authority may inspect any such equipment or tools 

at any time and may require the Contractor to remove from the Premises, any which in the 

sole opinion of the Authority are unsuitable, unsafe, or likely to cause damage and replace 

the same, without incurring any responsibility to the Contractor for additional cost or time. 

12.6. At all times when employees of the Contractor are present on the Premises they shall have 

present a competent supervisor and any instructions given by the Authority to that 

supervisor shall be considered as given to the Contractor. 




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13. Sub-contracting and assignment 

13.1. The Contractor shall not assign, pledge, transfer or sub-contract any part of the Contract 

without the prior written consent of the Authority, other than for the purchase of standard 

materials or for items the manufacturer or supplier of which is named in the Contract. Subcontracting 

any part of the Contract shall not relieve the Contractor of any obligation or 

duty attributable to the Contractor under the Contract. 

13.2. The Contractor shall be as fully responsible for the acts and defaults of any Sub-contractor 

as if they were his own. 

13.3. Neither party shall assign any of its obligations under the Contract without the prior written 

consent of the other party, which shall not be unreasonably withheld or delayed. 

13.4. Where the Contractor enters into a sub-contract with a Sub-contractor for the purpose of 

performing the Services, it shall cause a term to be included in such a sub-contract which 

requires payment to be made of undisputed sums by the Contractor to the Sub-contractor 

within a specified period not exceeding 30 days from the receipt of a valid invoice. 

14. Progress and inspection 

14.1. The Authority shall have the right to inspect the provision of Services at any time whether 

on the Premises or on the premises of the Contractor or Sub-contractor and to reject any 

aspect of the Services which is not in accordance with the Contract. The Contractor shall 

forthwith replace or re-execute any aspect of the Services so rejected. Any such inspection 

or testing shall not relieve the Contractor of any of his obligations under the Contract. 

15. Confidentiality 

15.1. The provisions of this Clause 15 shall be subject to the provisions of Clauses 33, 34 and 

63 of this Contract including any rights of the Authority to make Deliverables, Intellectual 

property rights of the Contractor and any Know-how available to third parties. 

Sample 

15.2. The Contractor and the Authority shall procure that: 

a) any person employed or engaged by them (in connection with this Contract in the 

course of such employment or engagement) shall only use Confidential information 

of the other party for the purposes of this Contract; 

b) any person employed or engaged by them in connection with this Contract shall not, 

in the course of such employment or engagement, disclose any Confidential 

information of the other party to any third party without the prior written consent of 

the other party; 

c) they shall take all necessary precautions to ensure that all Confidential information 

of the other party is treated as confidential and not disclosed (save as aforesaid) or 

used other than for the purposes of this Contract by their employees, servants, 

agents or Sub-contractors; and 




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d) without prejudice to the generality of the foregoing neither the Authority nor the 

Contractor nor any person engaged by them whether as a servant or a consultant or 

otherwise shall use the Confidential information of the other party for the solicitation 

of business from the other or from any third party. 

15.3. The provisions of this Clause shall not apply to any information which: 

a) is or becomes public knowledge other than by breach of this Clause; or 

b) is in the possession of the recipient without restriction in relation to disclosure before 

the date of receipt from the disclosing party; or 

c) is received from a third party who lawfully acquired it and who is under no obligation 

restricting its disclosure; or 

d) is independently developed without access to the Confidential information; or 

e) must be disclosed pursuant to a statutory, legal or parliamentary obligation placed 

upon the party making the disclosure, including any requirements for disclosure 

under the Freedom of Information Act 2000 or the Environmental Information 

Regulations 2004; or 

f) is required to be disclosed by a competent regulatory authority (including the Law 

Society or Solicitors Disciplinary Tribunal) or pursuant to any applicable rules of 

professional conduct. 

15.4. Nothing in this Clause shall be deemed or construed to prevent the Authority from 

disclosing any Confidential information obtained of the Contractor: 

a) to any other department, office or agency of Her Majesty’s Government (‘Crown 

Bodies’), provided that the Authority has required that such information is treated as 

confidential by such Crown Bodies and their servants, including requiring servants to 

enter into a confidentiality agreement prior to disclosure of the Confidential 

information whereupon the Authority shall have no further liability for breach of 

confidentiality in respect of the departments, offices and agencies. 

Sample 

b) to any consultant, contractor or other person engaged by the Authority in connection 

herewith, provided that the Authority shall have required that such information be 

treated as confidential by such consultant, contractor or other person, together with 

their servants, including requiring servants to enter into a confidentiality agreement 

prior to disclosure of the Confidential information whereupon the Authority shall have 

no further liability for breach of confidentiality in respect of the consultants, 

contractors or other people. 

15.5. Nothing in this Clause 15 shall prevent the Contractor or the Authority from using Knowhow 

which was already in its possession prior to the Commencement date. 




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16. Default by Contractor 

16.1. If the Contractor shall be in breach of any of his obligations under the Contract and/or any 

Call-off contract, the Authority shall be entitled to give the Contractor notice in writing to 

forthwith remedy such breach. 

16.2. If a breach of this Contract or any Call-off contract is not remediable or if the breach is 

remediable but the Contractor fails to comply with a notice given in accordance with 

Clause 16.1 within twenty one (21) days of its receipt or such longer period as the 

Authority may allow in writing having regard to the nature of the breach, the Authority shall 

be entitled to terminate: The Contract including all of the Call-off contracts; or 

a) the Contract excluding the Call-off contracts; and/or 

b) any or all of the Call-off contracts; 

c) and the Authority shall be entitled to either carry out himself or employ others to 

carry out the Services in respect of which the Contractor has failed to remedy a 

breach at the Contractor’s cost subject to the Authority taking reasonable steps to 

mitigate such cost. 

16.3. Upon termination of this Contract pursuant to the rights set out at Clauses 16.2, the 

Authority shall be under no obligation to pay the Contractor any further sums until the 

whole of the Services, which were to have been provided by the Contractor under the 

Contract, have been completed. Upon such completion the Authority shall pay to the 

Contractor, or be entitled to recover from the Contractor, the difference between the sums 

due to the Contractor for the Services performed by the Contractor in accordance with the 

Contract up to the date of termination, and the costs incurred by the Authority in the 

completion of the Services. 

Sample 

16.4. The Authority may at its sole discretion terminate the Contract in the event that a Call-off 

contract is terminated under this Clause 16. 

16.5. The Authority may at its sole discretion terminate any Call-off contract in the event that the 

Contract is terminated under this Clause 16. 

17. Consequences of expiry or termination 

17.1. Upon the expiry or earlier termination of the Contract for any reason: 

a) except as provided for to the contrary elsewhere in this Contract, each party shall 

immediately return all Confidential information of the other party (save that the 

Contractor may retain a copy of the Deliverables and any materials on which the 

Deliverables were based) including the Authority’s Confidential information which is 

in the possession or under the control of any Sub-contractors. 




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b) the Contractor shall immediately deliver to the Authority all equipment belonging to 

the Authority (including materials, documents, information and access keys) and 

provided to the Contractor. Such Authority equipment shall be handed back in good 

working order (allowance shall be made for reasonable wear and tear); 

c) the Contractor shall promptly provide all information reasonably required by the 

Authority concerning the provision of the Services for the purposes of adequately 

understanding the manner in which the Services have been provided and/or for the 

purpose of selecting any Replacement contractor, and/or for the purpose of ensuring 

an orderly transition of the provision of the Services to any Replacement contractor, 

including the provision of advice, assistance, information and documentation 

reasonably required; 

d) each party shall take reasonable steps to mitigate any costs which the other incurs 

as a result of termination or expiry of this Contract; and 

e) the Contractor shall vacate any office space provided to it by the Authority in 

accordance with the provisions of this Contract and shall reimburse the Authority for 

any costs reasonably incurred in restoring such office space to a condition 

equivalent to the condition such office space was in at the time it was provided to 

the Contractor, subject to reasonable wear and tear. 

17.2. The provisions of Clause 17.1 shall apply upon the expiry or earlier termination of any Call- 

Off Contracts. In the event the Contract terminates but any or all of the Call-off contracts 

remain in force, the provisions of Clause 17.1 shall apply to the extent reasonably possible 

without interfering with the Contractor’s ability to provide Services under such Call-off 

contract(s). 

17.3. Where the end of the Contract period arises due to the Contractor’s default, the Contractor 

shall provide all assistance under Clause 17.1.3 free of charge. Otherwise, the Authority 

shall pay the Contractor’s reasonable costs of providing the assistance and the Contractor 

shall take all reasonable steps to mitigate such costs. 

Sample 

17.4. On the expiry or termination of this Contract for any reason whatsoever any Call-off 

contracts granted under or pursuant to this Contract shall continue in full force and effect 

save as (and to the extent) expressly provided otherwise in this Contract. 

17.5. Termination or expiry of this Contract shall be without prejudice to any rights, remedies or 

obligations of either party accrued under this Contract prior to termination or expiry. 

18. Termination 

18.1. Without prejudice to any other provisions of this Contract, this Contract (including the Calloff 

contracts) may be terminated: 




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a) forthwith by either party if the other party becomes bankrupt or makes any 

composition or arrangement with his creditors or has a proposal in respect of his 

company for a voluntary arrangement for a composition of debts or scheme of 

arrangement approved in accordance with the Insolvency Act 1986 or has an 

application made under the Insolvency Act 1986 in respect of his company to the 

court for the appointment of an administrator or has a winding up order made or 

(except for the purposes of reconstruction) a resolution for voluntary winding up 

passed or a receiver or manager of his business or undertaking is duly appointed or 

has an administrative receiver, as defined in the Insolvency Act 1986 appointed or 

possession is taken by or on behalf of any creditor of any property the subject of a 

charge. 

b) At any time by the Authority following an event described in Clause 52.3. 

18.2. Any of or all of the Call-off contracts may be terminated by the Authority on giving three (3) 

months’ written notice to the Contractor. 

18.3. Either party may at any time by giving three (3) months’ notice to the other terminate this 

Contract (excluding the Call-off contracts which shall continue in full force and effect). 

19. Notices 

19.1. Except as otherwise expressly provided within the Contract, no notice or other 

communication from one party to the other shall have any validity under the Contract 

unless made in writing by or on behalf of the party concerned. 

19.2. Any notice or other communication which is to be given by either party to the other shall be 

given by letter (sent by hand, first class post, recorded delivery or special delivery), or by 

facsimile transmission or electronic mail (confirmed in either case by letter). Such letters 

shall be addressed to the other party in the manner referred to in Clause 19.3. Provided 

the relevant communication is not returned as undelivered, the notice or communication 

shall be deemed to have been given two (2) Working days after the day on which the letter 

was posted, or four (4) hours, in the case of electronic mail or facsimile transmission or 

sooner where the other party acknowledges receipt of such letters, facsimile transmission 

or item of electronic mail. 

Sample 

19.3. For this purpose, the address of each party shall be:- 

For the Authority: 

The Pensions Regulator 

Napier House 

Trafalgar Place 

Brighton 

BN1 4DW 

For the attention of: Procurement lead 




Services 

Tel: 01273 648456 

Fax: 01273 648497 

Email: procurement@thepensionsregulator.gsi.gov.uk 

For the Contractor: 

[Title] 

[Address] 

For the attention of: [ ] 

Tel: [ ] 

Fax: [ ] 

Email: [ ] 

19.4. Either party may change its address for service by serving a notice in accordance with this 

Clause. 

20. Costs 

20.1. Each party shall bear its own costs with regard to this Contract. 

21. Liabilities 

21.1. Nothing in the Contract shall be construed to limit or exclude either party's liability for: 

a) death or personal injury; 

b) fraud or fraudulent misrepresentation; 

Sample 

c) any other matter which, by Law, may not be excluded or limited. 

21.2. Subject always to clause 21.1 and clause 21.3: 

a) the aggregate liability of either party for all defaults resulting in direct loss of or 

damage to the property of the other party under or in connection with the Contract 

shall in no event exceed five million pounds (£5,000,000); and 

b) the aggregate liability of either party for all other defaults for each twelve (12) month 

period during the Contract period commencing on the Commencement date and 

each anniversary thereof whether arising under contract, tort (including negligence) 

or otherwise in connection with this Contract shall in no event exceed one million 

pounds (£1,000,000). 




Services 

21.3. Subject to clauses 21.1 and 21.4, in no event shall either party be liable to the other for 

any: 

a) loss of profits; 

b) loss of business; 

c) loss of revenue; 

d) loss of or damage to goodwill; 

e) loss of savings (whether anticipated or otherwise); and/or 

f) any indirect, special or consequential loss or damage, 

g) in each case whether arising under contract, tort (including negligence) or otherwise 

in connection with this Contract. 

21.4. The Authority may, amongst other things, recover as a direct loss: 

a) any additional operational and/or administrative expenses arising from the 

Contractor’s default; 

b) any wasted expenditure or charges rendered unnecessary and/or incurred by the 

Authority arising from the Contractor’s default; and 

c) the additional cost of procuring replacement services following termination of the 

Contract or any Call-off contract as a result of a default by the Contractor. 

22. Insurance 

Sample 

22.1. The Contractor shall throughout the Contract period maintain the following insurances with 

a reputable insurance company: 

a) third party insurance against all loss of and damage to property and injury to 

persons (including death) under which the cover shall not be less than £1,000,000 in 

respect of any one incident; and 

b) professional indemnity insurance under which the cover is not less than £500,000 in 

respect of any one incident and shall maintain such cover for six (6) years after the 

end of the Contract for all claims to which this clause applies. 

22.2. The Contractor shall upon request made from time to time produce to the Authority 

documentary evidence that the insurances required by Clauses 22.1.a) and 22.1.b) are 

properly maintained. 

22.3. The Contractor shall also maintain Employer’s liability insurance in accordance with the 

Employers Liability (Compulsory Insurance) Act 1969 and such insurance policy (ies) shall 

incorporate a waiver of subrogation rights against the Authority. 




Services 

23. Precedence of conditions 

23.1. In the event of and only to the extent of any conflict between: 

a) the clauses of any Call-off contract, and the clauses of the Contract, the clauses of 

the Call-off contract shall take precedence; 

b) the clauses of any Call-off contract, and the clauses of the Service order relating to 

that Call-off contract, the clauses of the Service order shall take precedence. 

23.2. In the event of, and only to the extent of any conflict between the Clauses of the Contract 

(excluding any Call-off contract), any document referred to in those Clauses and the 

Schedules, the conflict shall be resolved in accordance with the following order of 

precedence: 

a) the Schedules; then 

b) the Clauses of the Contract; then 

c) any other document referred to in the Clauses of the Contract. 

23.3. Any conditions which the Contractor may seek to impose and which in any way add to, 

vary or contradict this Contract shall be excluded and not form part of the Contract, unless 

specifically agreed to in writing by the Authority. 

24. Entire agreement 

24.1. This Contract contains or expressly refers to the entire agreement between the parties with 

respect to the subject matter hereof and expressly excludes any warranty, condition or 

other undertaking implied at Law or by custom and supersedes all previous agreements 

and understandings between the parties, and each party acknowledges and confirms that 

it does not enter into this Contract in reliance on any representation warranty or other 

undertaking not fully reflected in the terms of this Contract. 

25. Amendments 

Sample 

25.1. Any amendments to this Contract shall be made in writing and signed by authorised 

signatories of the parties hereto. 

26. Variations to Call-off contracts 

26.1. In the event that the Authority shall require any reasonable alteration or addition to or 

omission from any Services or any part thereof provided under a Call-off contract 

(hereinafter referred to as a ‘Variation’), the Contractor shall state in writing the effect 

such Variation will have on the Services and what adjustment, if any, will be required to the 

Charges. The Contractor shall furnish such details within fourteen (14) days of receipt of 

the Authority’s written request or such other period as may be agreed. 




Services 

26.2. In the event that the Contractor is unable to accept the Variation or where the parties are 

unable to agree a change in the Charges, the Authority may: 

a) allow the Contractor to fulfil its obligations under the Call-off contract without the 

Variation; or 

b) acting reasonably, terminate the Call-off contract with immediate effect. 

26.3. The Contractor shall satisfy the Authority as to the reasonableness of any extra costs or 

savings resulting from Variations under this Clause 26. 

26.4. The Contractor shall not vary the Services in any respect unless instructed in writing to do 

so by the Authority. 

26.5. No Variation shall be binding unless it has been agreed in writing sand signed by an 

authorised representative of the Authority. 

27. Disputes and arbitration 

27.1. The parties each agree that they will attempt in good faith to resolve any claim or dispute 

arising out of or in connection with the Contract promptly through negotiations between 

their respective senior executives and management. If the matter is not resolved through 

negotiation then, prior to the commencement of legal proceedings, the parties will each 

attempt in good faith to resolve the dispute or claim by participating in an Alternative 

Dispute Resolution (‘ADR’) procedure which, if not otherwise agreed, will be as 

recommended to them by the Centre for Effective Dispute Resolution. If the matter has not 

been resolved by an ADR procedure within forty five (45) days of such procedure being 

commenced, then the matter may be dealt with through legal proceedings. 

28. Health and safety 

Sample 

28.1. The Contractor represents and warrants to the Authority that the Contractor has satisfied 

himself that all necessary tests and examinations have been made or will be made prior to 

delivery of any equipment used by the Contractor in provision of the Services (‘Equipment’) 

to ensure that the Equipment is designed and constructed as to be safe and without risk to 

the health or safety of persons using the same, and that he has made available to the 

Authority adequate information about the use for which the Equipment has been designed 

and has been tested and about any conditions necessary to ensure that when put to use 

the Equipment will be safe and without risk to the health or safety of any individual. 

28.2. The Contractor shall at all times comply with the requirements of the Health and Safety at 

Work Act 1974 and of any other acts, regulations, orders or rules of law pertaining to 

health and safety. 

28.3. The Contractor shall forthwith nominate a person to be responsible for health and safety 

matters relating to the Contract. Whilst on the Premises, the Contractor shall ensure that 

its staff and those of any Sub-Contractor comply with the Authority’s general statement of 

safety policy as are made known to the Contractor reasonably in advance and with the 

lawful requirements of the Authority’s health and safety representative. 




Services 

28.4. The Authority shall be able to suspend the provision of the Services or part thereof in the 

event of non-compliance by the Contractor with this Clause 28. The Contractor shall not 

resume provision of the Services or such part until the Authority is satisfied that the noncompliance 

has been rectified. 

29. Contracts (Rights of Third Parties) ACT 1999 

29.1. To the extent that this Contract is expressed to confer rights or benefits on a party who is 

not a party to this Contract, that party shall by virtue of the Contracts (Rights of Third 

Parties) Act 1999, be entitled to enforce those rights as if it was a party to this Contract. 

For the avoidance of doubt the consent of any person other than the Authority (or the 

Contractor, as the case may be) is not required to vary or terminate this Contract. 

29.2. Except as provided in Clause 29.1 a person who is not a party to this Contract shall have 

no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this 

Contract. Clause 29.2 does not affect any right or remedy of any person that exists or is 

available otherwise than pursuant to the Contracts (Rights of Third Parties) Act 1999. 

30. Non-discrimination 

30.1. The Contractor shall comply with and maintain policies to ensure that it and any Sub- 

Contractors comply with their and the Authority’s statutory obligations under the Equality 

Act 2010, and to take all reasonable steps to secure that all servants, employees, or 

agents of the Contractor and its employees do not unlawfully discriminate against any 

person in decisions to recruit, train, promote, discipline, or dismiss in the carrying out of the 

Contract (whether in relation to marital status, colour, race, gender, religious belief, sexual 

orientation, nationality (including citizenship), on the grounds of their disability, age, or 

otherwise). 

31. Human rights 

Sample 

31.1. The Contractor shall comply with the Human Rights Act 1998 and any regulations or code 

of practice made thereunder (‘the statutory provisions’) and in carrying out such obligations 

shall act as though the statutory provisions relating to public authorities applied to the 

Contractor. 

32. Environmental impact 

32.1. The Contractor shall comply in all material respects with all applicable environmental laws 

and regulations in force from time to time in relation to the Services. Without prejudice to 

the generality of the foregoing, the Contractor shall promptly provide all such information 

regarding the environmental impact of the Services as may reasonably be requested by 

the Authority. 

32.2. The Contractor shall meet all reasonable requests by the Authority for information 

evidencing compliance with the provisions of Clause 32 by the Contractor. 




Services 

33. Ownership of Intellectual property rights 

33.1. Ownership of Intellectual property rights shall be as set out in the remaining provisions of 

Clause 33 unless specifically identified in the corresponding Service order as Contractor 

IPR. 

33.2. All of the Contractor’s pre-existing IPR and Contractor IPR shall be the property of the 

Contractor and/or its licensors. 

33.3. All of the Authority’s pre-existing IPR and any other Intellectual property rights created in 

connection with this Agreement (other than Contractor’s pre-existing IPR and Contractor 

IPR) shall be the property of the Authority and/or its licensors. 

33.4. Save to the extent that such Intellectual property rights form part of any Deliverable, all 

Intellectual property rights in the Contractor’s working papers, internal documents, and 

internal correspondence and such like shall be the property of the Contractor. 

33.5. All Intellectual property rights in the Authority’s working papers, internal documents, and 

internal correspondence and such like shall be the property of the Authority. 

33.6. Save as specifically agreed otherwise by the parties in any Call-off contract, all Intellectual 

property rights created in connection with this Contract and/or any Call-off contract and in 

the Deliverables shall be the property of the Authority and the Contractor hereby assigns to 

the Authority, with full title guarantee, all such Intellectual property rights and Deliverables. 

Such assignment shall either take effect on the date of the Contract or as a present 

assignment of future rights that will take effect immediately on the coming into existence of 

such Intellectual property rights and/or the Deliverables. The Contractor shall execute all 

documentation necessary to execute this assignment. 

33.7. The Contractor shall waive or procure a waiver of any moral rights subsisting in copyright 

produced by the Contract or the performance of the Contract. 

Sample 

33.8. The Contractor shall not infringe any Intellectual property rights of any third party in 

supplying the Services and the Contractor shall, during and after the Contract period, 

indemnify and keep indemnified and hold the Authority and the Crown harmless from and 

against all actions, suits, claims, demands, losses, charges, damages, costs and expenses 

and other liabilities which the Authority or the Crown may suffer or incur as a result of or in 

connection with any breach of this clause, except where any such claim arises from: 

a) items or materials based upon designs supplied by the Authority; or 

b) the use of data supplied by the Authority which is not required to be verified by the 

Contractor under any provision of the Contract. 

The Authority shall use reasonable endeavours to mitigate any loss suffered in connection 

with Clause 33.8. 




Services 

33.9. The Authority shall notify the Contractor in writing of any claim or demand brought against 

the Authority for infringement or alleged infringement of any Intellectual property right in 

materials supplied or licensed by the Contractor. 

33.10. The Contractor shall at its own expense conduct all negotiations and any litigation arising 

in connection with any claim for breach of Intellectual property rights in materials supplied 

or licensed by the Contractor, provided always that the Contractor: 

a) shall consult the Authority on all substantive issues which arise during the conduct 

of such litigation and negotiations; 

b) shall take due and proper account of the interests of the Authority; and 

c) shall not settle or compromise any claim without the Authority’s prior written consent 

(not to be unreasonably withheld or delayed). 

33.11. The Authority shall at the request of the Contractor afford to the Contractor all reasonable 

assistance for the purpose of contesting any claim or demand made or action brought 

against the Authority or the Contractor by a third party for infringement or alleged 

infringement of any third party Intellectual property rights in connection with the 

performance of the Contractor’s obligations under the Contract and the Contractor shall 

indemnify the Authority for all costs and expenses (including, but not limited to, legal costs 

and disbursements) incurred in doing so. The Contractor shall not, however, be required to 

indemnify the Authority in relation to any costs and expenses incurred in relation to or 

arising out of a claim, demand or action which relates to the matters in Clause 33.8(a) or 

(b). The Authority shall use reasonable endeavours to mitigate any such costs and 

expenses incurred in connection with Clause 33.11. 

33.12. The Authority shall not make any admissions which may be prejudicial to the defence or 

settlement of any claim, demand or action for infringement or alleged infringement of any 

Intellectual property right by the Authority or the Contractor in connection with the 

performance of the Contractor’s obligations under the Contract. 

Sample 

33.13. If a claim, demand or action for infringement or alleged infringement of any Intellectual 

property right is made in connection with the Contract or in the reasonable opinion of the 

Contractor is likely to be made, the Contractor shall notify the Authority and, at its own 

expense and subject to the consent of the Authority (not to be unreasonably withheld or 

delayed), use its best endeavours to: 

a) modify any or all of the Services without reducing the performance or functionality of 

the same, or substitute alternative Services of equivalent performance and 

functionality, so as to avoid the infringement or the alleged infringement, provided 

that the provisions herein shall apply mutates mutandis to such modified Services 

or to the substitute Services; or 

b) procure a licence to use and supply the Services, which are the subject of the 

alleged infringement, on terms which are acceptable to the Authority, and 




Services 

c) in the event that the Contractor is unable to comply with Clauses 33.13(a) or (b) 

within twenty (20) Working days of receipt of the Contractor’s notification the 

Authority may terminate the Contract with immediate effect by notice in writing. 

33.14. To the extent any Intellectual property rights which are assigned or licensed to the 

Authority pursuant to this Contract consist of any Intellectual property rights in software, 

the Contractor will deliver to the Authority the Source code and Binary code for such 

software as soon as reasonably possible. 

33.15. The Charges shall include all payments made or to be made to any third party in respect of 

any right, patent, design, trademark or copyright used for the purpose of performing the 

Contract. 

33.16. The provisions of this Clause 33 shall apply during the continuance of this Contract and 

after its termination howsoever arising. 

34. Intellectual property rights licences 

34.1. The Authority hereby grants to the Contractor a non-exclusive, revocable, non-assignable 

licence to use the Authority’s Pre-existing IPR and any other Intellectual property which is 

owned by the Authority during the Contract period for the sole purpose of enabling the 

Contractor to provide the Services. 

34.2. Save as specifically agreed otherwise in any Call-off contract the Contractor shall ensure 

that the third party owner of any Intellectual property rights that are or which may be used 

to perform the Contract grants to the Authority a non-exclusive licence or, if itself a 

licensee of those rights, shall grant to the Authority an authorised sub-licence, to use, 

reproduce, modify, develop and maintain the Intellectual property rights in the same for the 

purpose of receiving the benefit of the Services. Such licence or sub-licence shall be nonexclusive, 

perpetual, royalty free and irrevocable and shall include the right for the 

Authority to sub-license, transfer, novate or assign the same for the purpose of receiving 

the benefit of the Services. 

Sample 

34.3. Save as specifically agreed otherwise in any Call-off contract, the Contractor grants to the 

Authority a perpetual, royalty-free, irrevocable and non-exclusive licence (with a right to 

sub-licence) to use, reproduce, modify, develop and maintain any Contractor IPR and any 

Pre-existing IPR owned by or licensed to the Contractor (other than by the Authority) and 

which the Authority reasonably requires in order to exercise its rights, or take the benefit of 

this Contract including the Services provided. 

34.4. The provisions of Clause 34 shall apply during the continuance of this Contract and after 

its termination howsoever arising. 

35. Data protection and information security 

35.1. The following words and expressions shall have the meanings hereinafter mentioned: 




Services 

a) ‘Data protection requirements’ shall mean the Data Protection Act 1998, the EU 

Data Protection Directive 95/46/EC, the Regulation of Investigatory Powers Act 

2000, the Telecommunications (Lawful Business Practice) (Interception of 

Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications 

Data Protection Directive 2002/58/EC, the Privacy and Electronic Communications 

(EC Directive) Regulations 2003 and all applicable laws and regulations relating to 

processing of personal data and privacy, including where applicable the guidance 

and codes of practice issued by the Information Commissioner; and 

b) the terms ‘Data’, ‘Personal data’, ‘Data controller’, ‘Data processor’, ‘Data subject’, 

‘Process’ and ‘Processing’ shall have the meaning prescribed under the Data 

Protection Act 1998. 

35.2. The Contractor’s attention is hereby drawn to the Data protection requirements. The 

Authority and the Contractor shall observe their obligations under the Data protection 

requirements. 

Where the Contractor pursuant to its obligations under this Contract, undertakes the 

Processing of personal data on behalf of the Authority, it shall: 

a) carry out the Processing of personal data only in accordance with instructions from 

the Authority (which may be specific instructions or instructions of a general nature 

as set out in this Contract or as otherwise notified by the Authority to the Contractor 

during the Contract period); 

b) carry out the Processing of personal data only to the extent, and in such manner, as 

is necessary for the provision of the Services or as is required by any applicable law 

or regulatory body; 

c) notify the Authority within five (5) Working days if it receives: 

Sample 

d) a request from a Data subject to have access to that person’s Personal data; or 

e) a complaint or request relating to the Authority’s obligations under the Data 

protection requirements; 

f) provide the Authority with full co-operation and assistance in relation to any 

complaint or request made in relation to the Services, including by: 

g) providing the Authority with full details of the complaint or request; 

h) complying with a data access request within the relevant timescales set out in the 

Data protection requirements and in accordance with the Authority’s reasonable 

instructions; 

i) providing the Authority with any Personal data it holds in relation to a Data subject 

(within the timescales required by the Authority); and 




Services 

j) providing the Authority with any information reasonably requested by the Authority; 

k) permit the Authority or its representatives (subject to reasonable and appropriate 

confidentiality undertakings), to inspect and audit the Contractor’s data processing 

activities (and/or those of its agents, subsidiaries and Sub-contractors) and comply 

with all reasonable requests or directions by the Authority to enable the Authority to 

verify and/or procure that the Contractor is in full compliance with its obligations 

under this Contract; 

l) provide a written description of the technical and organisational methods employed 

by the Contractor for Processing personal data (within the timescales required by 

the Authority (acting reasonably)); and 

m) not undertake the Processing of personal data outside the European economic area 

without the prior written consent of the Authority and, where the Authority consents 

to a transfer, to comply with: 

n) the obligations of a Data controller under the Eighth Data Protection Principle set out 

in Schedule I of the Data Protection Act 1998 by providing an adequate level of 

protection to any Personal data that is transferred; and 

o) any reasonable instructions notified to it by the Authority. 

35.3. Nothing in Clause 35.2 shall require the Contractor to breach any of its statutory 

obligations. 

35.4. The Contractor shall comply at all times with the Data protection requirements and shall 

not perform its obligations under this Contract in such a way as to cause the Authority to 

breach any of its obligations under the Data protection requirements that the Contractor 

has been made aware of or which the Contractor ought reasonably to be aware of. 

Sample 

35.5. The Authority may from time to time serve on the Contractor an information notice 

requiring the Contractor within such time and in such form as is specified in the information 

notice, to furnish to the Authority such information as the Authority may reasonably require 

relating to: 

a) compliance by the Contractor with the Contractor’s obligations under this Contract in 

connection with the Processing of personal data; and/or 

b) the rights of Data subjects, including but not limited to subject access rights. 

35.6. The Contractor will allow its data processing facilities, procedures and documentation to be 

submitted for scrutiny by the Authority or its auditors in order to ascertain compliance with 

the relevant law and the terms of this Contract. 




Services 

35.7. With respect to the parties’ rights and obligations under this Contract, the parties 

acknowledge that, except where otherwise agreed, the Authority is the Data controller and 

the Contractor is the Data processor. Where the Contractor wishes to appoint a Subcontractor 

to assist it in providing the Services and such assistance includes the 

Processing of personal data on behalf of the Authority, then, subject always to compliance 

by the Contractor with the provisions relating to the appointment of Sub-contractors, the 

Authority hereby grants to the Contractor a delegated authority to appoint on the 

Authority’s behalf such Sub-contractor to undertake the Processing of personal data 

provided that the Contractor shall notify the Authority in writing of such appointment and 

the identity and location of such Sub-contractor. The Contractor warrants that such 

appointment shall be on substantially the same terms with respect to Data protection 

requirements as are set out in this Contract. 

35.8. Save as set out in this Clause, any unauthorised Processing, use or disclosure of Personal 

data by the Contractor is strictly prohibited. 

35.9. The Contractor warrants and represents that it shall comply with the provisions of Clause 

35. 

36. Data security 

36.1. This Clause sets out the specific data security requirements under the Contract. 

36.2. The Contractor shall implement appropriate technical and organisational measures to 

protect the Personal data against unauthorised or unlawful processing and against 

accidental loss, destruction, damage, alteration or disclosure. These measures shall be 

appropriate to the harm which might result from any unauthorised or unlawful processing, 

accidental loss, destruction or damage to the Personal data and having regard to the 

nature of the Personal data which is to be protected; 

36.3. ‘Authority data’ shall mean: 

Sample 

a) any Confidential information; 

b) any Authority data or information under the conditions of a Confidentiality 

agreement; 

c) any Authority data or information under the conditions of a Non-disclosure 

agreement; 

d) any Authority data or information that is covered by a legally binding Agreement or 

agreement; 

e) any Authority data or information that has not been reduced to writing but that can 

be associated with a specific Authority project , business strategy or business 

operations; 

f) any Authority data or information that is by its nature confidential or sensitive. 




Services 

36.4. Principles of security 

a) The Contractor acknowledges that the Authority places great emphasis on 

confidentiality, integrity and availability of information and consequently on the 

security of the Premises and the security for the Contractor’s systems. The 

Contractor also acknowledges the confidentiality of Authority data and shall ensure 

that no Authority data is copied to (including but not limited to) media, laptops, CD, 

DVD, USBs, external hard drives or email other than is necessary under the 

Contract. 

b) The Contractor shall at all times ensure that the level of security employed in the 

provision of the Services is appropriate to maintain the following at acceptable risk 

levels: 

36.5. Authority data 

• loss of integrity of Authority data; 

• loss of confidentiality of Authority data; 

• unauthorised access to, use of, or interference with Authority data by any 

person or organisation; 

• unauthorised access to remote access connections used by the Contractor in 

the provision of the Services; 

• use of the Contractor services by any third party in order to gain unauthorised 

access to any computer resource or Authority data. 

a) The Contractor shall not store, copy, disclose, or use the Authority data except as 

necessary for the performance by the Contractor of its obligations under this 

Contract or as otherwise expressly authorised in writing by the Authority. 

Sample 

b) The Contractor will take all measures to avoid any and all data loss and data 

corruption during the provision of the Services in accordance with good industry 

practice. 

c) If at any time the Contractor suspects or has reason to believe that Authority data 

has or may become corrupted, lost or sufficiently degraded in any way for any 

reason, then the Contractor shall notify the Authority immediately and where such 

corruption, loss or degradation is due to the failure of the Contractor to comply with 

Clause 36.5 (b) inform the Authority of the remedial action the Contractor proposes 

to take. 

36.6. Protection of personal data 

a) With respect to the parties' rights and obligations under this Contract, the parties 

agree that the Authority is the Data controller and that the Contractor is the Data 

processor. 




Services 

b) The Contractor shall: 

36.7. Breach of security 

• take reasonable steps to ensure the reliability of any Contractor personnel who 

have access to the Personal data; 

• obtain prior written consent from the Authority in order to transfer the Personal 

data to any Sub- contractors for the provision of the Services; 

• ensure that all Contractor personnel required to access the Personal data are 

informed of the confidential nature of the Personal data; 

• ensure that none of Contractor personnel publish, disclose or divulge any of the 

Personal data to any third party unless directed in writing to do so by the 

Authority; 

a) Either party shall notify the other immediately upon becoming aware of any breach 

of security relating to the Contract or the Services including, but not limited to an 

actual, potential or attempted breach, or threat to, security. 

b) Upon becoming aware of any of the circumstances referred to in paragraph 36.7 (a), 

the Contractor shall: 

• immediately take all reasonable steps necessary to prevent an equivalent 

breach in the future Such steps shall include any action or changes reasonably 

required by the Authority. In the event that such action is taken in response to a 

breach that is determined by the Authority acting reasonably not to be covered 

by the obligations of the Contractor under this Agreement, then the Contractor 

shall be entitled to refer the matter to an Agreement change procedure. 

Sample 

• as soon as reasonably practicable provide to the Authority full details (using 

such reporting mechanism as may be specified by the Authority from time to 

time) of such actual, potential or attempted breach and of the steps taken in 

respect thereof. 

37. Freedom of Information Act 2000 (FoIA) 

37.1. The Contractor acknowledges that the Authority is subject to the requirements of the FoIA 

and the Environmental Information Regulations and shall assist and cooperate with the 

Authority (at the Contractor’s expense) to enable the Authority to comply with these 

Information disclosure requirements. 

37.2. The Contractor shall and shall procure that its Sub-contractors shall: 

a) transfer all Requests for information to the Authority as soon as practicable after 

receipt and in any event within two (2) Working days of receiving a Request for 

information; 




Services 

b) provide the Authority with a copy of all Information in its possession or power in the 

form that the Authority requires within five (5) Working days (or such other period as 

the Authority may specify); and 

c) provide all necessary assistance as reasonably requested by the Authority to enable 

it to respond to a Request for information within the time for compliance set out in 

Section 10 of the FoIA or Regulation 5 of the Environmental Information 

Regulations. 

37.3. The Authority shall be responsible for determining at its absolute discretion whether the 

Commercially sensitive information and/or other Information: 

a) is exempt from disclosure in accordance with the provisions of the FoIA or the 

Environmental Information Regulations; and 

b) is to be disclosed in response to a Request for information. 

c) In no event shall the Contractor respond directly to a Request for information unless 

expressly authorised to do so by the Authority. 

37.4. The Contractor acknowledges that the Authority may, acting in accordance with the 

Department for Constitutional Affairs’ code of practice on the Discharge of Functions of 

Public Authorities under Part I of the Freedom of Information Act 2000, be obliged under 

the FoIA or the Environmental Information Regulations to disclose Information: 

a) without consulting with the Contractor; or 

b) following consultation with the Contractor and having taken its views into account. 

37.5. The Contractor shall ensure that all information produced in the course of this Contract or 

relating to this Agreement is retained for disclosure and shall permit the Authority to 

inspect such records as requested from time to time. 

Sample 

37.6. The Contractor acknowledges that any lists or schedules provided by it outlining 

Confidential information are of indicative value only and that the Authority may 

nevertheless be obliged to disclose Confidential information in accordance with Clause 15. 

38. Insolvency 

38.1. The Authority may at any time by notice in writing summarily terminate the Contract 

without compensation to the Contractor in any of the following events: 

a) if the Contractor, being an individual, or, where the Contractor is a firm, any partner 

in that firm shall at any time become bankrupt, or shall have a receiving order, 

administration order or interim order made against him, or shall make any 

composition or scheme of arrangement with or for the benefit of his creditors, or 

shall make any conveyance or assignment for the benefit of this creditors, or shall 

purport to do so; or 




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b) if the Contractor being a company shall pass a resolution or the court shall make an 

order, that the company shall be wound up (except for the purpose of amalgamation 

or reconstruction), or if an administrative receiver on behalf of a creditor shall be 

appointed, or if the court shall make an administration order, or if circumstances 

shall arise which entitle the court or creditor to appoint an administrative receiver or 

which entitle the court to make a winding-up order or administration order; 

c) provided always that such termination shall not prejudice or affect any right of action 

or remedy which shall have accrued or shall accrue thereafter to the Authority. 

39. Publicity 

39.1. The Contractor shall not advertise or publicly announce that it is supplying goods or 

undertaking work for the Authority without the prior consent of the Authority, such consent 

not to be unreasonably withheld. 

39.2. Award of this Contract has no meaning beyond that the Authority considers that the 

Contractor may be appropriate for possible future work that falls within the scope covered 

by the Framework. For the avoidance of doubt, award of this Contract is not intended to, 

and does not create, any basis of approval or certification or similar basis by the Authority, 

and the Contractor shall not under any circumstances market itself or otherwise as being 

approved or certified or similar by the Authority as a result of the award of this Contract. 

39.3. The provisions of Clause 39 shall apply during the Contract period and indefinitely after its 

expiry or termination. 

40. Anti-corruption/corrupt gifts or payments 

40.1. The Contractor shall not: 

Sample 

a) offer or give, or agree to give, to any employee or representative of the Authority any 

gift or consideration of any kind as an inducement or reward for doing, refraining 

from doing, or for having done or refrained from doing, any act in relation to the 

obtaining or execution of this Contract or any other Contract with the Crown, or for 

showing or refraining from showing favour or disfavour to any person in relation to 

this or any such Contract. The attention of the Contractor is drawn to the 

criminal offences under the Bribery Act 2010; 

b) enter into this Contract or any other contract with the Crown in connection with 

which commission has been paid or agreed to be paid by him or on his behalf, or to 

his knowledge, unless before this Contract is made particulars of any such 

commission and of the terms and conditions of any agreement for the payment 

thereof have been disclosed in writing to the Authority. 

c) Any breach of Clause by the Contractor or by anyone employed by him or acting on 

his behalf (whether with or without the knowledge of the Contractor) or the 

commission of any offence by the Contractor or by anyone employed by him or 

acting on his behalf under the Bribery Act 2010, in relation to this Contract or any 

other contract with the Crown shall entitle the Authority to terminate this Contract 




Services 

and recover from the Contractor the amount of any loss resulting from such 

termination and/or to recover from the Contractor the amount or value of any such 

gift, consideration or commission. 

d) Any dispute, difference or question arising in respect of the interpretation of this 

Clause, the right of the Authority to terminate this Contract or the amount or value of 

any such gift, consideration or commission shall be decided by the Authority, whose 

decision shall be final and conclusive. 

41. Agency 

41.1. The Contractor is not and shall in no circumstances hold itself out as being the agent of the 

Authority, otherwise in circumstances expressly permitted by the Contract. 

42. Whistle-blowing 

42.1. The Contractor confirms that the Corporate secretariat team to the Authority is authorised 

as a person to whom the Contractor's staff may make a qualifying disclosure under the 

Public Interests Disclosure Act 1998 and declare that any of its staff making a protected 

disclosure (as defined by the said Act) shall not be subjected to any detriment. The 

Contractor further declares that any provision in an agreement purporting to preclude a 

member of its staff from making a protected disclosure is void. 

43. Official Secrets Acts 

Official Secrets Acts 1911 to 1989, s18/19 of the Commissioners for 

Revenue and Customs Act 2005 

43.1. The Contractor shall comply with, and shall ensure that persons employed by him, comply 

with, the provisions of: 

Sample 

a) The Official Secrets Acts 1911 to 1989; and 

b) Sections 18 and 19 of the Commissioners for Revenue and Customs Act 2005. 

43.2. In the event that the Contractor or persons employed by him, fails to comply with this 

Clause, the Authority reserves the right to terminate the Contract by giving notice in 

writing to the Contractor. 

44. Virus protection 

44.1. The Contractor shall maintain fully operational, effective, appropriate and up-to-date virus 

protection measures to minimise the risk of infections, loss or damage to any of the 

Authority’s data. The Contractor shall in addition minimise the risks of propagation and 

onward transmission of any virus. The measures must include regular and appropriate 

awareness programmes for staff on virus protection measures. The Contractor shall at the 

Authority’s request describe the virus protection measures in place. The Contractor shall 

notify the Authority immediately of: 




Services 

a) any virus infections that occur in any locations where the Authority's data is 

processed/stored; 

b) the damage caused to the Authority's data; and 

c) the actions that have been taken to eradicate the virus. 

45. Waiver 

45.1. No delay, neglect or forbearance on the part of either party in enforcing against the other 

party any term or condition of the Contract shall either be or be deemed to be a waiver or 

in any way prejudice any right of that party under the Contract. 

45.2. A waiver of any Default shall not constitute a waiver of any subsequent default. 

46. Severance of terms 

46.1. If any provision contained in this Contract is held by any competent authority to be invalid 

or enforceable in whole or in part, the validity of the other provisions contained in this 

Contract and the remainder of the provision in question shall not be affected thereby. 

47. Remedies cumulative 

47.1. Except as otherwise expressly provided by the Contract, all remedies available to either 

party for breach of this Contract are cumulative and may be exercised concurrently or 

separately, and the exercise of any one remedy shall not be deemed an election of such 

remedy to the exclusion of other remedies. 

48. Audit access 

Sample 

48.1. The Contractor shall keep or cause to be kept full and accurate records of all Services 

performed under the Contract for seven (7) years after completion of the Services. 

48.2. Upon reasonable notice, the Contractor shall grant to the Authority, any statutory auditors 

of the Authority and their respective authorised agents the right of reasonable access to 

the records referred to in Clause 48.1 and/or any premises of the Contractors and shall 

provide all reasonable assistance at all times during the currency of this Contract for the 

purposes of carrying out an audit of the Contractor’s compliance with this Contract 

including all activities, charges, performance, security and integrity in connection therewith. 

The Contractor shall be repaid any reasonable expenses incurred in giving any such 

reasonable assistance pursuant to Clause 48.2. 

49. Force Majeure 

49.1. Neither party shall be liable to the other for any failure to perform its obligations under the 

Contract for so long as and to the extent that such performance is rendered impossible by 

circumstances beyond its control, provided that: 




Services 

a) the Contractor shall use its best endeavours to fulfil its obligations under the 

Contract; and 

b) the party affected by the Force Majeure shall as soon as reasonably practicable 

serve notice on the other party specifying the circumstances of the Force Majeure 

event. 

49.2. If the Force Majeure event is such as to prevent or substantially delay the future 

performance of the Contract the Authority may terminate the Contract by written notice to 

the Contractor but shall pay the Contractor such reasonable sum as may be agreed 

between the parties in respect only of the expenditure actually incurred and commitments 

entered into by the Contractor in the performance of the Contract up to the date of the 

Force Majeure event which have not been covered by the payments already made to the 

Contractor. 

50. Law 

50.1. Unless otherwise agreed in writing between the parties this Contract shall be governed by 

and construed in accordance with English law and the Contractor hereby irrevocably 

submits to the exclusive jurisdiction of the English courts. 

51. Data quality 

51.1. Unless agreed to the contrary in writing, the Contractor shall ensure the information it 

provides to the Authority from its own sources is accurate and shall use reasonable 

endeavours to ensure the information it provides to the Authority from third parties is 

accurate. 

52. Conflicts of interest 

Sample 

52.1. The Contractor shall disclose to the Authority’s Representative any actual or potential 

conflict of interest arising from the Contractor’s provision of the Services as soon as is 

reasonably practical after becoming aware that such actual or potential conflict exists. 

52.2. Should the parties be unable to either remove the conflict of interest and/or to alleviate its 

effect the Authority shall have the right to terminate the Contract in accordance with its 

provisions. 

52.3. The Contractor shall immediately notify the Authority’s Representative of any 

circumstances giving rise to or potentially giving rise to conflicts of interest relating to the 

Contractor (including without limitation its reputation and standing) and/or the Authority of 

which it is aware or anticipates may justify the Authority taking action to protect its 

interests. 




Services 

53. Reorganisation of the Authority arrangements 

53.1. In the event of the following occurring during the Contract period: 

a) Significant reorganisation of the Authority (eg its incorporation into a larger authority, 

its division into smaller authorities or its division among other authorities); 

b) Reorganisation of the Authority’s role which would require it to relinquish control of 

the Contract either wholly or to an extent that it judged the remainder to render the 

Contract to be no longer viable. 

53.2. The Authority shall have power to determine this Contract and any orders/commitments 

hereunder by giving the Contractor not less than six (6) months written notice and upon 

expiration of the notice the Contract shall be determined without prejudice to the rights of 

the parties accrued to the date of determination. The Authority shall not be disadvantaged 

either financially or in the level of service provided by the Contractor during the period of 

notice. 

53.3. Should the Authority learn of proposals which may require it to invoke this clause it shall 

advise the Contractor at the earliest opportunity in order that he may be aware of the 

possibility. 

53.4. If any authority which takes over the Authority’s role in full or in part agrees to take over the 

Contract in full or in part, the Contractor shall work with the new authority/authorities in 

order to ensure an efficient assignment of the Contract and of the delivery of the Services. 

54. Reorganisation of contract arrangements 

54.1. Should a contract become available for the Authority to use and which offers the Authority 

advantages over this Contract (eg better pricing or service provision), the Authority shall 

have power to determine this Contract and any Call-off contracts hereunder by giving the 

Contractor written notice and upon expiration of the notice the Contract shall be 

determined without prejudice to the rights of the parties accrued to the date of 

determination. 

Sample 

54.2. Should the Authority learn of proposals which may require it to invoke this clause it shall 

advise the Contractor at the earliest opportunity in order that he may be aware of the 

possibility. 

55. Estimated requirements 

55.1. Any estimate of demand given to the Contractor is for guidance only and shall not form 

part of the Contract. 

55.2. Any such estimates, if identified in the Contract documentation are liable to amendment. 

The Authority’s final requirement shall be as identified in its official Service orders. 




Services 

55.3. No undertaking of any form of statement, promise, representation or obligation shall be 

deemed to have been made by the Authority and any other contracting body in respect of 

the total quantities or values of the Services to be ordered by them pursuant to this 

Contract and the Contractor acknowledges and agrees that it has not entered into this 

Contract on the basis of any such undertaking, statement, promise or representation. 

56. The Pensions Act 2004 – Section 82 

56.1. The Authority may provide to the Contractor restricted information under Section 82 of the 

Pensions Act 2004. The Contractor acknowledges that the Authority has drawn the 

Contractor’s attention to Section 82 of the Pensions Act 2004 and the Contractor shall treat 

all such restricted information fully in accordance with the provisions of the Pensions Act 

2004. The Contractor acknowledges that disclosure of restricted information in 

contravention of the Pensions Act 2004 is an offence. 

57. Expenses 

57.1. Claims for expenses should be shown where applicable as a separate item as part of the 

invoice submitted to the Authority for payment within 6 months of the date of the receipt. A 

detailed breakdown of all actual expenses claimed must be included. Estimates will not be 

paid, supporting documentation (including receipts) will be required. 

57.2. All expenses claimed shall be in accordance with Schedule 3. 

58. Counterparts 

58.1. This Contract may be executed in several counterparts each of which shall be deemed an 

original and all of which shall constitute one and the same instrument. 

59. Offers of employment 

Sample 

59.1. For the Contract period and for a period of twelve (12) months thereafter, the Contractor 

shall not employ or offer employment to any of the Authority’s staff without the Authority’s 

prior written consent. The preceding sentence shall not apply if the Contractor employs or 

offers employment to any of the Authority’s staff who have applied for a position with the 

Contractor in response to a general recruitment campaign. 

60. Authority’s obligations 

60.1. The Authority shall use reasonable endeavours to provide to the Contractor all information, 

services, facilities and responses reasonably required by the Contractor to provide the 

Services. 

61. Ordering procedures 

61.1. If the Authority wishes to source requirements under the Framework then it shall follow the 

ordering procedure set out in Schedule 2, the Contractor shall comply with the relevant 

provisions in Schedule 2. 




Services 

62. No commitment 

62.1. Nothing in this Contract shall commit the Authority to serving any Service orders on the 

Contractor or any other Framework supplier. 

62.2. The parties acknowledge and agree that, notwithstanding the provisions of this Contract, 

the Authority is free to engage any other supplier to supply services (including services 

similar to the Services) to the Authority and shall not be restricted hereby from engaging 

any competitors of the Contractor. 

63. Disclosure of deliverables 

63.1. The rights of the Authority to disclose Deliverables to third parties in relation to particular 

Assignments shall be as set out in the remaining provisions of this Clause 63 or as may be 

otherwise agreed and set out in the relevant Service order. 

63.2. Whether the Authority owns the Intellectual property rights in any Deliverables or not, 

nothing in this Contract shall be deemed or construed to prevent the Authority from 

disclosing the Deliverables: 

a) as required by law or regulatory obligation; 

b) to any department, office or agency of the Crown Bodies; 

63.3. The Authority shall be free to make copies of Deliverables (or any parts thereof) in which it 

owns the Intellectual property rights, available to any third party, including by way of 

publication to the public. For the avoidance of doubt the Authority shall have no obligation 

to seek the prior permission of or to otherwise notify the Contractor of any such disclosure. 

63.4. The Authority shall be free to make copies of Deliverables (or any parts thereof) in which 

the Contractor (or its third party licensors) own the Intellectual property rights, available to 

any third party referred to at Clause 63.2. The Authority shall have no obligation to seek 

the prior permission of or to otherwise notify the Contractor of any such disclosure of any 

Deliverables (or any parts thereof) if such disclosure is to any of the third parties referred 

to at Clause 63.2. 

Sample 

63.5. Unless set out to the contrary in any relevant Service order (which shall take precedence), 

the Authority shall give the Contractor reasonable prior notice if it intends to disclose any 

Deliverables (or any parts thereof) which are owned by the Contractor (or its third party 

licensors) to any third party other than those referred to in Clause 63.2, and shall give due 

consideration to any points raised by the Contractor in relation to such disclosure. 

However, nothing in this Contract shall be deemed or construed to prevent the Authority 

from disclosing the Deliverables (or any part thereof) to any third party. 




Services 

63.6. Where the Authority discloses the Deliverables to a third party, it shall do so in a manner 

that makes clear the basis on which the Deliverables were produced, including any related 

caveats and qualifications. The Authority shall not remove or amend any disclaimer(s) 

regarding the Contractor having no duty of care to any third party or any such similar 

statement(s) that the Contractor has included within the Deliverables. For the avoidance of 

doubt, any disclaimer included within the Deliverables by the Contractor shall not act to 

vary any of the terms of this Contract. 

63.7. The Authority shall be entitled to explicitly identify the Contractor as the provider of any 

Deliverables when making any such Deliverables available to any third party, including to 

the public. 

63.8. In no circumstances shall the Authority indemnify or otherwise be liable to the Contractor in 

relation to any claim brought by a third party in relating to any disclosure of Deliverable(s) 

or part thereof pursuant to Clause 63. 

64. Transparency 

64.1. The parties acknowledge that, except for any information which is exempt from disclosure 

in accordance with the provisions for the FOIA, the content of the Contract is not 

Confidential Information. The Authority shall be responsible for determining in its absolute 

discretion whether any of the content of the Contract is exempt from disclosure in 

accordance with the provisions of the FOIA. Notwithstanding any other term of this 

Contract, the Contractor hereby gives his consent for the Authority to publish the Contract 

in its entirety, (but with any information which is exempt from disclosure in accordance with 

the provisions of the FOIA redacted) including from time to time agreed changes to the 

contract, to the general public. 

64.2. The Authority may consult with the Contractor to inform its decision regarding any 

exemptions and redactions but the Authority shall have the final decision in its absolute 

discretion. 

Sample 

64.3. The Contractor shall assist and cooperate with the Authority to enable the Authority to 

publish this agreement. 




Services 

IN WITNESS of which this Contract has been duly executed by the parties. 

Signed for and on behalf of The Pensions Regulator: 

Signature: 

Print name: 

Position: 

Date: 

Signed for and on behalf of …………………………….……………….. : 

Signature: 

Print name: 

Position: 

Date: 

Sample 




Services 

Schedule 1: Charges 

[Insert rates from tender] 

[insert discount basis from tender] 

[insert any other charges from tender] 

The Charges for any Call-off contract shall not exceed the Applicable rates. 

The Contractor shall ensure that those individuals put forward in Mini-tender responses and 

involved in delivery of the Services at particular grades are consistent in terms of level of 

experience, skills, and qualifications with those individuals who were identified as being 

representative of those grades in the Tender. 

Where travel and expenses are permitted under any Call-off contract, these shall be charged in 

accordance with the Authority’s travel and expenses policy set out in Schedule 3. 

Schedule 2: Call-off procedure 

1. Where the Authority wishes services to be provided under the Framework, it may either: 

a) providing no Special terms are required, select the Framework supplier for the 

relevant Lot(s) with the most favourable Applicable rates, or where that Framework 

supplier is unable to perform the Assignment, the Framework supplier with the next 

most favourable Applicable rates, and so forth; or 

b) conduct a Mini-tender in which all relevant Framework suppliers will be invited to 

submit a Mini-tender response. 

Sample 

2. As a guide only, the method set out in paragraph 2.1 is not anticipated to be used for 

Assignments estimated by the Authority to be of a value in excess of five (5) thousand 

pounds excluding VAT. 

The following paragraphs relate to the case of a Mini-tender. 

3. The Authority shall issue a Mini-tender invitation to all Framework suppliers appointed to 

the relevant Lot(s) of the Framework. The Mini-tender invitation shall be in a form to be 

determined by the Authority, and shall include the following: 

c) The lot under which the Mini-tender is being conducted. 

d) The nominated contact for the Mini-tender. 

e) The Service specification and a statement of the Deliverables. 

f) Any acceptance criteria for the Services and Deliverables. 

g) Contract monitoring and cost management arrangements. 




Services 

h) The basis for the Charges (the Authority may require that the Charges to be on a 

rates basis, capped basis, fixed fee, or other basis). 

i) Any Special terms including without limitation any variation to Clause 33 

(‘INTELLECTUAL PROPERTY RIGHTS AND RIGHTS OF DISCLOSURE OF 

DELIVERABLES TO THIRD PARTIES’) 

j) Location for delivery of the Services. 

k) Requirements of Mini-tender responses. 

l) The award criteria and weightings to be applied by the Authority in order to select the 

winning (ie most economically advantageous) Mini-tender response. 

4. In the event the Contractor does not wish to respond to a Mini-tender Invitation, it shall 

notify the Authority’s nominated contact by email within two (2) Working days. Otherwise, 

the Contractor shall submit a Mini-tender response within five (5) Working days of receipt 

of a Mini-tender invitation or such other period as may be specified in the Mini-tender 

invitation. Mini-tender responses shall be valid for thirty (30) days from the date of 

submission. 

5. The Contractor shall ensure that the Charges set out in any Mini-tender response in no 

event exceed the Applicable rates. 

6. The Authority shall be entitled to reject any Mini-tender response that is not compliant with 

the requirements set out in the Mini-tender invitation, or where in the Authority’s opinion 

(acting reasonably) there is an actual or potential conflict of interest. 

7. The criteria against which compliant Mini-tender responses will be assessed will include all 

or some of the criteria set out in the following table, or will relate to such criteria. The 

weightings for such criteria shall be consistent with the weighting ranges set out in the 

following table: 

Award criteria: 

Sample 

Project leader and/or project team skill-set and experience 10 -30 % 

Weighting range: 

Experience relevant to the specifics of the particular call-off 

requirement 

0 - 30 % 

Demonstration of understanding of the issues and insight into the 

requirement 

0 – 20 % 




Services 

Proposed methodology, which may include inter alia compliance 

with specification, use of appropriate tools/techniques/systems, 

project management approach and project-specific procedures to 

be applied 

Suitability and credibility of the proposed schedule for delivering 

the work. 

10 - 40 % 

0 – 30 % 

Price/price risk. 30 – 70 % 

The criteria shown in the above table may be broken down into related sub-criteria and weightings. 

8. Notwithstanding that the Authority has followed a procedure as set out in this Schedule 2, 

it shall be entitled at all times to decline to award a Service order. 

9. Service orders shall be in a form determined by the Authority, and shall include the 

following: 

a) Date; 

b) Purchase order reference (or where this is not given, it shall be provided by the 

Authority within fourteen (14) Working days of issue of the Service order); 

c) Customer (which will be the Authority or PADA), customer’s address, and invoice 

address; 

d) A statement incorporating the terms and conditions of the Contract; 

e) Nominated contact person; 

Sample 

f) The Service Specification and a statement of the Deliverables; 

g) Any acceptance criteria for the Services and Deliverables; 

h) Date for start of provision of the Services; 

i) Date for completion of the Services; 

j) A project schedule and/or project milestones for delivery of the Services, if any; 

k) Contract monitoring and cost management arrangements; 

l) Any Special terms; 

m) Location for delivery of the Services; 




Services 

n) Either directly or by reference, details of the Contractor’s solution to delivering the 

Services as set out in its Mini-tender response; 

o) Permitted Sub-contractors, if any; 

p) Key personnel, if any; 

q) The Charges; 

r) An acceptance section for completion by the successful Framework supplier, 

signature of which will constitute entering into a legally binding contract; and 

s) Any Contractor IPR which is to vest in the Contractor. 

t) The Authority may engage with one or more Framework suppliers in advance of 

conducting a Mini-tender to assist in defining the Service specification. In such cases, 

the Authority shall ensure that the Service specification does not prejudice fair 

competition. 

Schedule 3: Travel and expenses policy 

All claims must be accompanied by all receipts showing the items purchased. 

Credit card receipts are not acceptable. 

Day subsistence 

This is claimable in the following circumstances: 

Sample 

Work outside of the office (minimum distance five (5) miles) for more than four (4) hours in a day. 

The allowances claimable are detailed below: 

Allowance: Amount: Reason: 

Breakfast Up to £5 Left home before 7am to work 

away from office 

Lunch Up to £5 

Evening meal Up to £10 Not able to return home by 

8pm 




Services 

Snacks and drinks Up to £2.50 Away from the office for four 

(4) hours 

Night subsistence 

Up to £5 Away from office for eight (8) 

hours 

Up to £7.50 

Allowance: Amount: Reason: 

Hotel 

Up to £115 

Up to £80 

Eight (8) hours or more 

Inner London 

Outside London 

Claimable when needing to leave home before 7am or 

returning later than 8pm 

Lodging allowance £31 Payable when away from 

office or home for 30 or more 

consecutive nights 

Sample 

Evening meal Up to £25 This includes small tip and 

VAT but no alcohol 

Incidental expenses £5 Newspapers and personal 

telephone calls 




Services 

Public transport 

Allowance: 

Taxis 

Rail 

Air 

Car travel 

Repayable in the following circumstances 

• there is no other suitable method of public transport; 

• you have to carry heavy luggage or equipment; 

• it is important to save time (you have to get to an urgent meeting); 

• you need to consider your personal safety (you are travelling late 

at night or very early in the morning 

Standard class travel is the normal rate claimable. 

First class is only claimable for journeys in excess of three (3) hours. 

Permissible in the following instances: 

• more economical because of savings on subsistence and time; 

• more effective (a difficult journey is made easier by flying); 

• more expensive but the urgency of the journey justifies the extra 

cost (an urgent meeting) 

Sample 

Mileage rate of 25p per mile

Terms and conditions - Contract framework services - The Pensions ...

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