UNIVERSITY OF CENTRAL LANCASHIRE
STANDARD CONTRACT
FOR THE PURCHASE OF
CONSULTANCY SERVICES
THIS AGREEMENT is made on 2018
BETWEEN:
(1)UNIVERSITY OF CENTRAL LANCASHIRE of Preston PR1 2HE (“UCLan”) and
(2) THE PERSON named as the Consultant in the Schedule to this Agreement
IT IS AGREED as follows:
1.INTERPRETATION
1.1.In thisAgreement the following words have the following meanings unless inconsistent with the context:
“Background Intellectual Property”means any Intellectual Property, other than the Intellectual Property assigned to UCLan under this Agreement, which is necessary for the exploitation of the results from the provision of the Services or Intellectual Property therein and which the Consultant owns or has rights to.
“Commencement Date” means the date indicated for the commencement of the Services in Schedule A.
“Confidential Information”means information expressed in any form (including by oral communication) of a commercially sensitive or otherwise confidential nature relating to UCLan or to the business of UCLan (whether or not marked or otherwise designated to show that it is imparted in confidence).
“Data Subject” means an individual who is the subject of Personal Data.
“DOTAS" means the Disclosure of Tax Avoidance Schemes rules which require a promoter of tax schemes to tell HM Revenue & Customs of any specified notifiable arrangements or proposals and to provide prescribed information on those arrangements or proposals within set time limits as contained in Part 7 of the Finance Act 2004 and in secondary legislation made under vires contained in Part 7 of the Finance Act 2004 and as extended to National Insurance Contributions by the National Insurance Contributions (Application of Part 7 of the Finance Act 2004) Regulations 2012, SI 2012/1868 made under s.132A Social Security Administration Act 1992.
“DPA” means the Data Protection Act 1998.
“Employment Obligations” means the employment obligations referred to in clause 12.2.1.
“Fee”means thesum agreed between the parties in consideration of the provision of the Services as set out in Schedule B.
“GDPR” means the General Data Protection Regulation.
“General Anti-Abuse Rule” means (a) the legislation in Part 5 of the Finance Act 2013; and (b) any future legislation introduced into parliament to counteract tax advantages arising from abusive arrangements to avoid national insurance contributions.
“Halifax Abuse Principle” means the principle explained in the CJEU Case C-255/02 Halifax and others.
“Intellectual Property”means all intellectual and industrial property rights, including without limitation, patents, rights in know-how, trade marks, registered designs, model unregistered design rights, unregistered trade marks and copyright (whether in drawings, plans specification, designs and computer software or otherwise), database rights, topography rights, any rights in any invention, discovery or process, and applications for and rights to apply for any of the foregoing, Confidential Information and know-how, in each case in the United Kingdom and all other countries in the world.
“Occasion of Tax Non-Compliance” means:
(a)any tax return of the Consultant submitted to a Relevant Tax Authority on or after 1 October 2012 is found on or after 1 April 2013 to be incorrect as a result of:
(i)aRelevant Tax Authority successfully challenging the Consultant under the General Anti-Abuse Rule or the Halifax Abuse Principle or under any tax rules or legislation that have an effect equivalent or similar to the General Anti-Abuse Rule or the Halifax Abuse Principle;
(ii)the failure of an avoidance scheme which the Consultant was involved in, and which was, or should have been, notified to a Relevant Tax Authority under the DOTAS or any equivalent or similar regime; and/or
(b)any tax return of the Consultant submitted to a Relevant Tax Authority on or after 1 October 2012 gives rise, on or after 1 April 2013, to a criminal conviction in any jurisdiction for tax related offences which is not spent at the Effective Date or to a civil penalty for fraud or evasion.
“Parties”means UCLan and the Consultant (and “Party” shall be construed accordingly).
“Personal Data” has the meaning set out in section 1(1) of the DPA and relates only to personal data supplied to the Consultant by UCLan, or which is collected or generated by the Consultant in the performance of the Services or in the context of arrangements made pursuant to this Agreement.
“Personnel”means those persons named in the Schedule Cas the Personnel and any substitutes for those persons who may be approved from time to time by UCLan.
“Prevent Duty” refers to the obligations and duties imposed by the Counter Terrorism and Security Act 2015.
“Processing and process” have the meaning set out in section 1(1) of the Data Protection Act 1998.
“Regulations”means the Transfer of Undertakings (Protection of Employment Regulations 2006 (as amended or re-enacted from time to time).
“Relevant Tax Authority” means HM Revenue & Customs, or, if applicable, a tax authority in the jurisdiction in which the Consultant is established.
“Services”means the consultancy services to be provided under this Agreement, as more particularly described in Schedule A, and as may be varied by agreement in writing between the Parties.
“VAT” means value added tax chargeable under the Value Added Tax Act 1994.
1.2.In this Agreement:
1.2.1.references to statutory provisions shall, except where the context requires otherwise, be construed as references to those provisions as respectively amended or re-enacted or as their application is modified by other provisions (whether before or after the date hereof) from time to time.
1.2.2.headings are included for convenience only and shall not affect the construction of this Agreement;
1.2.3.the masculine includes the feminine and neuter, and the singular includes the plural (as the context shall admit or require);
1.2.4.the expression “person” means any individual, body corporate, unincorporated association, partnership, government or agency of a state.
1.2.5.references to clauses and to Schedules are (unless the context otherwise requires) to clauses or Schedules to this Agreement.
1.2.6.the Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement and any references to clauses and to the Schedules are (unless the context otherwise requires) to clauses or Schedules to this Agreement.
1.2.7.where the context requires,references to“termination” of this Agreement include references to its expiry (and references to “terminate” shall be construed accordingly).
2.CONSULTANCY SERVICES
2.1.UCLan engages the Consultant to provide the Services to UCLan and the Consultant agrees to provide the Services upon the terms and conditions set out in this Agreement. No terms or conditions put forward by the Consultant shall (unless otherwise agreed in writing by UCLan) form part of this Agreement.
2.2.UCLan may from time to time amend the Services as may be necessary to comply with applicable law and regulation.
2.3.Time shall be of the essence in respect of the obligations of the Consultant in respect of the Services.
3.DURATION
This Agreement shall commence on its date,provision of the Services shall commence on the Commencement Date, and this Agreement shall continue in effect (subject to earlier termination pursuant to clause 8) until the Services have been provided in full and to the satisfaction of UCLan (acting reasonably).
4.OBLIGATIONS OF THE CONSULTANT
4.1.The Consultant agrees that the Services shall be performed by the Personnel.
4.2.The Consultant undertakes that appropriate time will be spent by the Personnel in the preparation of documentation and otherwise in carrying out the Services to ensure that the Services shall be completed in accordance with the terms of and within the timetable documented in Schedule A. The Consultant shall keep true and accurate records of all things done by the Consultant and the Personnel in relation to the provision of the Services.
4.3.In carrying out the Services the Consultant shall carry out such functions and observe such directions as UCLan may from time to time lawfully give or impose upon the Consultant within the scope of the Services and their performance.
4.4.The Consultant shall ensure and procure that the Services are performed to a high standard of care and skill and shall at all times act with the utmost good faith towards UCLan. Without prejudice to the generality of these obligations, the Consultant shall declare to UCLan any conflict of interest which the Consultant perceives may exist between interests of UCLan and any other person by whom the Consultant or any other Personnel is engaged.
4.5.Unless otherwise confirmed in writing, no enquiry, approval or consent given by UCLan or on its behalf shall exclude or limit the duty or liability of the Consultant under or in connection with this Agreement.
4.6.The Consultant shall provide the Services at the location (or locations) specified in Schedule A.
4.7.The Consultant shall provide the Services, and supply to UCLan such deliverables as may be required in the provision of the Services, in accordance with the timetable and requirements described in Schedule A and shall, without limitation, comply with the code or codes of practice referred to in Schedule A. Without prejudice to the foregoing, UCLan may in any event at any time call for copies of all or any document and/or data relevant to this Agreement and/or the Services which is in the possession of the Consultant and/or the Personnel (except any data which is the exclusive property of another client of the Consultant).
4.8.If the Consultant or Personnel are unable to provide the Services due to illness or injury, the Consultant shall advise UCLan of that fact as soon as reasonably practicable. For the avoidance of doubt, no fee shall be payable in accordance with clause 6 in respect of any period during which the Services are not provided.
4.9.The Consultant shall,and shall procure that the Personnel shall, comply with all reasonable standards of safety and comply with UCLan’s relevant policies and procedures as they may be updated from time to time.
4.10.The Consultant shall,and shall procure that the Personnel shall, comply with all reasonable standards of safety and comply with UCLan's security, and health and safety procedures from time to time in force at the premises where the Services are provided and report to UCLan any unsafe working conditions or practices.
4.11.Unless he has been specifically authorised to do so by UCLan in writing, the Consultant shall not and shall procure that the Personnel shall not:
4.11.1.have any authority to incur any expenditure in the name of or for the account of UCLan; or
4.11.2.hold themselves out as having authority to bind UCLan.
4.12.The Personnel shall not be released from providing the Services without UCLan’s agreement, except by reason of long-term sickness, termination of employment and other extenuating circumstances.
4.13.Any replacements or additions to the Personnel shall be subject to UCLan’s agreement. Such replacements or additions shall be of at least equal status andequal experience and skills to any Personnel being replaced and shall be suitable for the responsibilities of that person in relation to the Services.
4.14.UCLan reserves the right under this Agreement to refuse to admit, or to withdraw permission to remain on, any premises occupied by or on behalf of UCLan:
4.14.1.any member of the Personnel; or
4.14.2.any person employed or engaged by the Consultant as sub-contractor, agent or servant;
whose admission or continuing presence would be in UCLan’s opinion undesirable.
4.15.The Consultant will ensure that all proper checks are made including, without limitation, obtaining clearance by the Disclosure and Barring Service, in all cases prior to the commencement of employment or engagement in respect of the Personnel (or any other persons employed or otherwise engaged by the Consultant in the provision of the Services) who will or may come into contact with children or vulnerable adults.
4.16.The Personnel 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 persons when on UCLan’s premises.
4.17.The Consultant shallbe liable for and shall indemnify UCLan against all loss, expense, damage and injury suffered by UCLan arising out of or in connection with the Consultant’s or any Personnel’s negligence, default, breach of statutory duty and/or breach by the Consultant of any and all of its obligations under this Agreement including (without limitation):
4.17.1.any act, neglect or default in the performance of the Services;
4.17.2.any claim against UCLan by a third party arising from the Consultant’s provision of, or failure to provide, the Services.
4.18.The Consultant shall maintain a policy or policies of insurance with reputable insurers covering all and any liability which the Consultant may incur to UCLan pursuant to this Agreement and/or upon its termination and shall upon request by UCLan produce to UCLan a copy of the relevant policy or policies together with receipts for payment of premium thereunder.
4.19.The Consultant shall comply with all terms and conditions of the insurance policies at all times. If cover under the insurance policies shall lapse or not be renewed or be changed in any material way or if the Consultant is aware of any reason why the cover under the insurance policies may lapse or not be renewed or be changed in any material way, the Consultant shall notify UCLan without delay.
4.20.The Consultant acknowledges that its work is to be carried out as part of, and pursuant to, the UCLan strategy described in Schedule A and that the deliverables will so far as is practicable be referable to that strategy.
4.21.The provisions of clauses 4.17, 4.18and 4.19shall continue in effect notwithstanding termination of this Agreement for any reason.
4.22.The Consultant shall adhere to any code of practice referred to in Schedule A.
5.LIAISON
5.1.Technical and/or operational matters in respect of the Services shall be discussed between the Parties’ respective representatives named in Schedule A (or their respective replacements appointed from time to time).
5.2.Contract review meetings shall be scheduled to review and progress operational and technical matters, dates for which are specified in Schedule A.
6.FEE
6.1.In consideration of the provision of the Services UCLan shall pay to the Consultantthe Fee. The Fee may be varied only with the prior written consent of UCLan.
6.2.The Consultant shall be paid such expenses (detailed in Schedule B) as UCLan may from time to time agree. UCLan shall pay only those expenses which it authorises in advance of their being incurred and for which the Consultant produces valid receipts or other evidence of actual payment as UCLan may reasonably require.
6.3.Unless otherwise provided in Schedule B the Consultant shall submit to UCLan each month an invoice for all sums claimed (including any VAT properly chargeable) in respect of Services delivered during that month pursuant to this Agreement. UCLan shall pay such sums as are validly claimed by no later than a period of 30 days from the date on which the University has determined that the invoice is valid and undisputed, or the Goods are delivered and accepted whichever is the later.
6.4.Where the University has a legal liability to pay yet fails to comply with clause 6.3 and there is an undue delay in considering and verifying the invoice, the invoice shall be regarded as valid and undisputed after a reasonable time has passed.
6.5.The total of the invoices received from the Consultant shall not exceed the Fee plus the authorisedexpenses unless the Fee has been varied with the prior written consent of UCLan. In the event that the total of the invoices exceed the Fee plus the authorised expenses without the prior written consent of UCLan, UCLan shall not pay the additional amount or if it has already been paid, the Consultant shall refund UCLan the additional amount.
6.6.Payment by UCLan shall be without prejudice to any claims which UCLan may have and shall not constitute acceptance by UCLan as to the performance by the Consultant of its obligations under this Agreement.
6.7.UCLan shall be entitled to deduct from the Fees (and any other sums) due to the Consultant any sums that the Consultant may owe to UCLan at any time.
7.OTHER SERVICES
7.1.Nothing in this Agreement shall prevent the Consultant from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during this Agreement provided that:
7.1.1.such activity does not cause a breach of any of the Consultant's obligations under this Agreement;
7.1.2.the Consultant shall not engage in any such activity if it relates to a business which is similar to or in any way competitive with the business of UCLan without the prior written consent of UCLan’s Head of Purchasing; and
7.1.3.the Consultant shall give priority to the provision of the Services to UCLan over any other business activities undertaken by the Consultant during the course of the Agreement.
8.TERMINATION
8.1.Without limiting its other rights or remedies, UCLan may terminate the Agreement with immediate effect by giving written notice to the Consultant if:
8.1.1.the Consultant commits a material breach of any term of the Agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of receipt of notice in writing to do so;