FORM OF AGREEMENT
THIS AGREEMENT datedXXXX
is made between
School Name & Address
and
[ ](“the Contractor”)
Company Registration No: [ ]
having its main or registered office at:
together referred to as “the parties”
IT IS AGREED THAT:
The Contract comprises this Form of Agreement and the Quotation
- The Contract effected by the signing of this Form of Agreement constitutes the entire agreement between the Parties relating to the subject matter of the Contract and supersedes all prior contracts, negotiations, representations or understandings whether written or oral.
2.This Contract shall commence on theXXXand shall continue for a period of Twelve (12) months thereafter until XXX unless terminated in accordance with the provisions of this Contract or extended at the sole discretion of the School for up to a further one month by giving at least 6 weeks prior notice in writing.
SIGNED ON BEHALF OF
[please insert name of Contractor]
acting by:
…………………………………….
Director/Partner
…………………………………….
Director / Partner/Company Secretary*
[*Please delete as appropriate]
in the presence of -:
Witness Signature: …………………………………………….
Witness Name: …………………………………………….
Witness Address: …………………………………………….
Witness Occupation: ……………………………………………
SIGNED:
On behalf of the School
Signed………………………….…………….
Title………………………….…………….
On behalf of the School
Signed………………………….…………….
Title………………………….…………….
SECTION 2
CONDITIONS OF CONTRACT
A.GENERAL PROVISIONS
1.DEFINITIONS
“Approval”
means the written consent of the School’s Contract Manager or any person authorised by the School’s Contract Manager. (“Approved” or “Approve” shall be construed accordingly).
“Bidder”
means the individual/organisation submitting a Quotation for this Contract
“Calendar Days”
means a day reckoned from midnight to midnight and shall include weekends and bank holidays in England and Wales;
“Conditions of Contract”
means this Contract’s terms and conditions and/or any modification duly agreed in accordance with this Contract.
“Confidential Information”
means all information of either Party or any sub-contractor relating to its business, affairs, ideas, prices, methods, plans, products, services, trade secrets, know-how, personnel, or customers whether disclosed under this Contract or prior to this Contract taking effect, during the quotationprocess or negotiations for this Contract.
“Contract”
means this Contract and all Schedules attached hereto.
“Contractor”
means the organisation as a Party to this Contract and its Staff
“Contractor’s Authorised Representative”
means such person nominated in writing by the Contractor andapproved by the School’s Contract Manager pursuant to Clause 15.2
“Contract Price”
means the contract price exclusive of any applicable tax, payable to the Contractor by the School under this Contract for the full and proper performance of Services provided by the Contractor in accordance with this Contract, as set out in Bid Form 5 within Section 4.
“School’s Contract Manager”
means the person appointed as such by the School pursuant to Clause 15.1.
“Disclosure & Barring Service (“DBS”)
Means the Non-Departmental Public Body established under the Protection of Freedoms Act 2012, sponsored by the Home Office and accountable to parliament with certain statutory responsibilities to help prevent unsuitable people from working with vulnerable groups, and merges the functions previously carried out the Criminal Records Bureau (CRB and Independent Safeguarding Authority (ISA).
“Intellectual PropertyRights” (“IPR”)
means patents, inventions, trade marks, service marks logos, design rights whether registerable or otherwise) applications for any of the foregoing, copyrights, database rights, domain names, trade or business names, moral rights and other similar rights or obligationswhether registerable or not in any country (including but not limited to the United Kingdom) and to sue for passing off.
“Law”
means but is not limited to any applicable Act of Parliament, statutory legislation, 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, bylaw, regulatory policy, guidance or industry code, judgment of a relevant Court of law, or directives or requirements of any Regulatory Body of which the Contractor is bound to comply. Any reference to “Legislation” shall be construed accordingly.
"Material Breach"
means an act or omission (including an anticipatory act or omission) which is serious in the widest sense of having a serious effect on the benefit the School would otherwise derive from the Contract. A Material Breach shall include but is not limited to:
(a) appearing to commit an offence under the Bribery Act 2010 or giving any fee of reward contrary to Section 117(2) of the Local Government Act 1972;
(b)fixing or adjusting the Quotation Response in collusion with any other person or entering into agreement with any other person not to submit a quotation response;
(c)the Contractor ceasing to carry on the whole or a substantial part of the business or disposing of all or a substantial part of the assets which in the School's opinion adversely and materially impacts on the Contract
(d) the Contractor being a company or limited liability partnership:
(i)entering into any arrangement governed by the Insolvency Act 1986;
(ii)for a company, undergoing a change of control within the meaning of section 450 of the Corporation Tax Act 2010 which in the School's opinion adversely and materially impactson the Contract;
(e)the Contractor being an individual, entering into an arrangement governed by the Insolvency Act 1986;
(f) the Contractor being a partnership:
(i)any of the partners entering into an arrangement governed by the Insolvency Act 1986;
(ii)a substantial number of the partners leaving the partnership.
“Named Employee”
means the Contractor and/or the Contractor’s Staff (including all volunteers) directly involved in the provision of the Service(s)
“Party”
means a Party to this Contract and “Parties” shall be construed accordingly.
“Pre-Existing Rights””
shall mean any Intellectual Property Rights vested in or licensed to the School or the Contractor prior to or independently of the performance by the School or the Contractor of their obligations under the Contract and in respect of the School includes, guidance, specifications, instructions, toolkits, plans, data, drawings, databases, patents, patterns, models and designs;
“Quotation Response Document”
means the document submitted by Bidders as their proposal.
“Services”
means the Services to be provided pursuant to this Contract as specified in Clause 8 and Service shall be construed accordingly.
“Service User”
means a person to whom the Contractor shall provide the Services
“Staff”
means all persons employed by the Contractor to perform this Contract together with the Contractor’s servants, suppliers, agents and sub-contractors used in the performance of this Contract.
“Variation Letter”
means the variation letter that will be used to confirm any additional work, commissioned by the School pursuant to Clause 3
“Working Day”
means a day (other than a Saturday or a Sunday) on which banks are opened for domestic business in the City of London.
2.INTERPRETATION OF THIS CONTRACT
2.1Except as otherwise expressly provided, the documents comprising this Contract are to be taken as mutually explanatory of one another.
2.2Should either Party become aware of any ambiguities or discrepancies in or between any of the documents comprising this Contract, it shall immediately inform the other giving full details. Any such notified ambiguities or discrepancies shall be resolved by the School’s Contract Manager and the Contractor’s Authorised Representative.
2.3The Contractor shall be responsible for the accuracy of all drawings, documentation and information supplied to the School by the Contractor and the Contractor shall pay the School any extra costs occasioned by any discrepancies, errors or omissions therein.
2.4Any references to any Act of Parliament shall be deemed to include any amendment, replacement or re-enactment thereof for the time being in force, and to include any bylaws, licenses, statutory instruments, rules, regulations, orders, notices, directions, European Union legislation made thereunder, and any condition attaching thereto.
2.5The headings in this Contract are for ease of reference only and shall not be taken into account in the construction or interpretation of any provision to which they refer.
2.6The expression ‘person’ used in this Contract shall include (without limitation) any individual partnership, local authority or incorporated or unincorporated body.
2.7In this Contract, the masculine includes the feminine and the neuter and vice versa; the singular includes the plural and vice versa.
2.8References to clauses or Schedules shall be to clauses and Schedules of this Contract.
2.9If there is any inconsistency between these Conditions of Contract or the Schedules of this Contract, the Conditions of Contract shall prevail.
2.10Any undertaking hereunder not to do any act or thing shall be deemed to include an undertaking not to permit or allow the doing of that act or thing where that permission or allowance is within the control of the Contractor.
3.DURATION OF CONTRACT
3.1This Contract shall commence on the XXXand shall continue thereafter until theXXXunless terminated in accordance with the provisions of this Contract or extended by mutual agreement of both Parties by giving prior Notice in writing.
3.2If the School exercises its discretion to extend the duration of the Contract pursuant to Clause 3.1 then the terms and conditions of this Contract between the School and the Contractor shall be the terms and conditions of the extended Contract, save for this Clause 3 and Clause 10 (Fees and Payment) which may be revised and agreed by both Parties.
3.3If this Contract is awarded for a period longer than the requirement of the original Project Brief/Specification, the process for agreeing any extra work up to the total maximumvalue of 10% of the Contract Price, will be by the issue of a Variation Letter. This Clause does not constitute any promise or guarantee of any further work.
3.4Where additional work is commissioned, a revised project brief/specification will be agreed and issued in a Variation Letter on a case by case basis, to supplement Section 3: Project Brief/Specification, and will be signed by both Parties. The terms of this Contract will continue to apply to any such additional work
4.CONTRACTOR’S STATUS
4.1For the avoidance of doubt, the Contract is not a contract of employment in respect of any of the Staff that the Contractor engages to execute the Service.
4.2The Contractor is an independent contractor and not servants, agents or employees of the School. For the avoidance of doubt the Contractor will not hold itself out as agents of the School and have no authority to bind the School or make decisions on its behalf
4.3The Contractor shall bear exclusive responsibility for notifying HM Revenue and Customs of any payments received from the School in connection with the Service being provided.
4.4The Contractor shall bear exclusive responsibility for the stamping of its national insurance card as a self-employed person and for the discharge of any income tax and VAT liability arising out of remuneration for Services performed under this Contract.
4.5 At the commencement of this Contract each named individual involved in carrying out this Contract will be required to confirmthe Status of the Contractor (Bid Form 2) and provide this to the School’s Contract Manager.
5.NOTICES
5.1Except as otherwise expressly provided within this Contract, no notice from one Party to the other shall have any validity under this Contract unless made in writingby or on behalf of the Party concerned.
5.2Any notice which is to be given by either Party to the other shall be given by letter (sent by hand, registered post or by the recorded delivery service) such letters shall be addressed to the other Party in the manner referred to in Clause 5.3. Provided the notice is not returned as undelivered, the notice shall be deemed to have been given two (2) Working Days after the day on which the letter was hand delivered or posted or sooner where the Party acknowledges receipt of such letters.
5.3For the purposes of Clause 5 the address of each Party shall be as follows-:
5.3.1 The School: [ ]
[post title]
[address for service]
5.3.2 The Contractor:
[post title]
[address for service]NB This will be completed when finalising the Contract document after award
the address of each Party shall be the School: the School’s Contract Manageras detailed inClause 15.1 and the Contractor:The Contractor’s Authorised Representative as detailedin Bid Form 2.
6.USE OF ANY CREST OR LOGO
The Contractor shall not use the School’s crest either on its own or in combination with the Contractor’s crest or logo nor cause or permit it to be used, unless with the express written permission of the School.
7.SEVERANCE
7.1If any term condition or provision contained in this Contract shall be held to be invalid unlawful or unenforceable to any extent such term condition or provision shall not affect the validity legality or enforceability of the remaining parts of this Contract.
7.2Pursuant to Clause 7.1, the Parties shall negotiate in good faith in order to agree the terms of a mutually satisfactory provision, to be substituted, which as nearly as possible validly gives effect to their intentions as expressed in this Contract.
7.3Failure to agree on such provision as aforesaid within three (3) months of commencement of negotiations may result in automatic termination of this Contract.
7.4The obligations of the Parties under any invalid, illegal or unenforceable provision of this Contract shall be suspended during such negotiations.
B.SERVICES TO BE PROVIDED
8OBLIGATIONS OF THE CONTRACTOR
8.1The Contractor will carry out the Services and other associated tasks including the provision of reports in accordance with thisContract:
8.2The Contractor will carry out the Services in accordance with the timescales outlined in Section 3: The Project Brief/Specification.
8.3The Contractor may not replace any Named Employee(s) referred to in the Contractor’s Proposal (Section 4) with other Staff without the prior written consent of the School. Such consent will not be unreasonably withheld, subject to the Contractor’s satisfying the School that the experience and qualifications of the replacement Staff are similar to those being replaced
9.CONTRACTOR’S PERSONNEL
9.1The Contractor shall employ sufficient persons to ensure that the Service is provided within the agreed timescales and in all respects in accordance with this Contract.
9.2The Contractor’s Staff employed in and about the provision of the Service shall be properly and sufficiently qualified, competent, skilled, honest and experienced and shall at all times exercise care in the execution of their duties and the Contractor shall ensure that such persons are properly and sufficiently instructed and supervised with regard to the provision of the Service and in particular:
(i)the task or tasks such person has to perform;
(ii)all relevant provisions of the Contract;
(iii)all relevant policies, rules, procedures and standards of the School;
(iv)all relevant rules, procedures and statutory requirements concerning health and safety, including any Health and Safety policy of the School.
9.3The Contractor’s Staffshall comply with the relevant provisions of the Contract; and
9.4The Contractor’s Staff shallcomply with all relevant policies, codes, rules, procedures and standards of the Contractor, all relevant rules, codes, policies, procedures and standards of the School as well as those notified to the Contractor by the Contract Manager from time to time and with all relevant Law.
9.5 The Contractor shall be liable for any acts, omissions or defaults of its Staff and invitees howsoever arising in connection with the Services.
9.6 If and when directed by the School, the Contractor shall provide a list of the names and addresses of all persons who it is expected may require admission in connection with this Contract to any of the School’s Premises, specifying the capacities in which they are concerned with this Contract and giving such other particulars as the School may reasonably desire.
9.7 The School reserves the right under this Contract to refuse to admit to, or to withdraw permission to remain on the School’s Premises any Staff member whose admission or continued presence would be, in the reasonable opinion of the School, undesirable.
9.8The School shall allow representation to be made by the Contractor before any Staff member is to be refused access to any of the School’s Premises.
9.9The Contractor shall be responsible for the safekeeping of any keys, passes and other means of access provided to the Contractor by the School for entry to any School Premises and shall only permit such keys, passes and other means of access to be used in accordance with the Contract Manager’s instructions and then only to the extent required for the purposes of providing the Services.
9.10The Contractor shall ensure that the Contract Manager is informed as soon as reasonably practicable of the loss of any keys, passes and other means of access to or around the School’s Premises and shall reimburse to the School any cost of replacement and/or any reasonable security measures implemented as a direct or indirect result of such loss.
C.FINANCIAL ARRANGEMENTS
10.FEES AND PAYMENT
10.1The School shall pay the Contractor the Services set out in Section 3: The Project Brief/Specification. The Price of the Service shall be stated in the Section 4: Quotation Response and unless otherwise stated is fixed and is exclusive of VAT.
10.2At the end of the Service , or at the frequency set out in Section 3 The Project Brief/Specification, the Contractor must submit an invoice to the School in the amount of the sum due for the Service by reference to the amounts set out in the Contractors Proposal (Bid Form 5). In the event of any dispute regarding an invoice which has been notified to the Contractor, the Contractor shall issue a new invoice for the disputed amount and a new invoice for the undisputed amount.
10.3The fee shall be fully inclusive of all materials required by the Contractor in connection with the execution of the Service.
10.4Subject to satisfactory completion and sign-off of the Service, the School shall pay the Contractor by BACS (Bankers Automated Clearing System) all fees and charges within thirty (30) CalendarDays of the receipt of an undisputed invoice containing details of all amounts claimed. Once a disputed invoice has been agreed between the Parties, payment shall be made by the School within thirty (30) Calendar Days of issue of a revised invoice. The School shall not make any payments by cheque.
10.5Payment is deemed to have been made when the School transmits payment for processing to its BACS Bureau and the Contractor accepts that if a non-Working Day falls near the transmission of payment that this may extend the period before the payment will arrive in the Contractor’s account.