RTMC Model Conditions of Contract - Highways Agency

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Regional Technology Maintenance ContractConditions of Contract• obligations substantially similar to those in clauses Z2 and Z6,• an obligation on the Subcontractor to ensure that title inEquipment and Materials passes to the Contractor not later thanwhen the Contractor pays the Subcontractor for them,• a term requiring (at the Employer’s option) the novation of thesubcontract to the Employer or an Incoming Contractor followingthe termination of this contract,• a statement that the parties to the subcontract shall act in a spiritof mutual trust and co-operation,• an obligation on the Subcontractor to achieve continualimprovement in the delivery of the subcontracted part of theservice and as a minimum to support the Contractor in deliveringhis obligations,• an obligation on the Subcontractor to review its Processes,Procedures and Materials selected by the Subcontractor forincorporation into the service to identify potential improvements tothe Contractor such that the Contractor can meet its obligationsunder clause Z26.1Z10.3 The Contractor, upon request from the Service Manager, provides to theService Manager and Employer details of the date of every invoice fromeach Subcontractor and the date upon which the amount due in respectof each such invoice was paid to the Subcontractor.Z10.4 The Service Manager may, having stated his reasons, instruct theContractor to remove a Subcontractor. The Contractor then arrangesthe removal of the Subcontractor and the appointment of a replacementin accordance with this contract..Z10.5 The Contractor does not subcontract to an Associated Company withoutthe agreement of the Employer.Clause Z11 Data protection [Note to Compiler – Delete this note and this clause Z11and replace with “ Z11 - Not Used if not required. Delete this note ifrequired]Z11.1 (1) The Data Protection Acts are the Data Protection Act 1998 (asamended) and any other laws or regulations relating to privacy orpersonal data.(2) Personal Data is information collected by the Contractor on behalf ofthe Employer in relation to this contract, which relates to livingindividuals who can be identified• from that information or• from that information combined with other details in (or likely tocome into) the possession of the Employer.Z11.2 For the purposes of this contract and the Data Protection Acts• the Employer is the Data Controller and• the Contractor is the Data Processor.Z11.3 The Contractor processes the Personal Data in accordance with (and soas not to put the Employer in breach of) the Data Protection Acts andonly to the extent necessary for the purpose of performing its obligationsRTMC CoC, Issue 1, Rev 0 July 2011
Regional Technology Maintenance ContractConditions of Contractunder this contract.Z11.4 The Contractor has in place for as long as it holds the Personal Data• appropriate technical and organisational measures (having regardto the nature of the Personal Data) to protect the Personal Dataagainst accidental, unauthorised or unlawful processing,destruction, loss, damage, alteration or disclosure and• adequate security programmes and procedures to ensure thatunauthorised persons do not have access to the Personal Data orto any equipment used to process the Personal Data.Z11.5 The Contractor immediately notifies the Employer if it receives• a request from any person whose Personal Data it holds to accesshis Personal Data or• a complaint or request relating to the Employer’s obligations underthe Data Protection Acts.Z11.6 The Contractor assists and co-operates with the Employer in relationto any complaint or request received, including• providing full details of the complaint or request,• complying with the request within the time limits set out in the DataProtection Acts and in accordance with the instructions of theEmployer and• promptly providing the Employer with any Personal Data and otherinformation requested by him.Z11.7 The Contractor complies with the requirements of the Employer inrelation to the storage, dispatch and disposal of Personal Data in anyform or medium.Z11.8 The Contractor immediately notifies the Employer on becoming aware ofany breach of this clause or of the Data Protection Acts.Z11.9 The Contractor does not process the Personal Data outside theEuropean Economic Area without the agreement of the Employer.Where the Employer agrees, the Contractor complies with theinstructions of the Employer and provides an adequate level ofprotection to any Personal Data in accordance with the eighth dataprotection principle set out in Schedule 1 to the Data Protection Act1998.Z11.10 A failure to comply with this condition is treated as the Contractorhaving Substantially hindered the Employer or OthersClause Z12 Transfer of Undertakings (Protection of Employment) Regulations 2006(“TUPE”)Z12.1 The Parties acknowledge that TUPE is likely to apply to this contract sothat the Transferring Employees become the employees of theContractor a Subcontractor on the access date.RTMC CoC, Issue 1, Rev 0 July 2011
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RTMC Model Conditions of Contract - Highways Agency

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