Supply of Services Sub-Contract

SUPPLY OF SERVICES SUB-CONTRACT

SECTION A - SUB-CONTRACT DETAILS

DATE: [DATE]

Primary Provider: / North 51 Limited (trading as Quit 51)
Primary Provider’s trading address: / Bio City, Pennyfoot Street, Nottingham NG1 1GF
Primary Provider’s registered address: / The Boardwalk, Mercia Marina, Findern Lane, Willington, Derbyshire DE65 6DW
Primary Provider’s
Representative: / Name:
Title: [TITLE]
Email: [EMAIL]
Telephone: [NUMBER]
Sub-Contract Provider: / [COMPANY NAME/PRACTICE NAME]
Sub-Contract Provider's trading/practice address: / [ADDRESS]
Sub-Contract Provider’s registered address (if any): / [ADDRESS]
Sub-Contract Provider's Representative: / Name: [NAME]
Title: [TITLE]
Email: [EMAIL]
Telephone: [NUMBER]
Commissioning Authority / Leeds Beckett University Enterprises Limited
Primary Service / Quit 51 Stop Smoking Service, as described at Section B below
Primary Contract / The contract between the Commissioning Authority and the Primary Provider for the Primary Service
Sub-Contract Services / The services to be provided by the Sub-Contract Provider to the Primary Contractor, pursuant to this Agreement, as described in Section 3 - Schedule 1.
Sub-Contract Services Start Date: / [[DATE] OR The date this Agreement is entered into by the parties.]
Charges: / The charges to be paid by the Primary Provider to the Sub-Contract Provider for the Sub-Contract Services, as set out at Section C -Schedule 2 to this Agreement.
Schedules: / Section C - Schedule 1: Sub-Contract Services
Section C – Schedule 2: Charges
Section C – Schedule 3: Mandatory Policies including Operational Guidelines (as applicable at the Sub-Contract Services Start Date)

1. This Agreement is made up of the following:

(a) Section A - The Sub-Contract Details

(b) Section B - The Background and Conditions

2. If there is any conflict or ambiguity between the terms of the documents listed in paragraph 1, a term contained in a document lower in the list shall have priority over one contained in a document higher in the list.

This Agreement has been entered into on the date stated at the beginning of it.

Signed by [NORTH 51 SIGNATORY]
for and on behalf of NORTH 51 LIMITED / ......
Signed by [ DIRECTOR NAME ]
for and on behalf of [NAME OF SUB-CONTRACT PROVIDER]
SECTION B – BACKGROUND AND CONDITIONS / ......

BACKGROUND

(a) The Primary Service is a smoking cessation service, devised and delivered by the Primary Provider to the Commissioning Authority under the Primary Contract, which comprises an evidence-based, specialist stop smoking support programme to smokers within the geographical area covered by the Commissioning Authority who want to quit smoking. The Primary Service places emphasis on the needs of disadvantaged smokers and hard-to-reach groups, including smokers with mental health issues, pregnant women and their families, along with Routine and Manual Workers and BME communities (both as defined in the documents described at paragraph (b) below).

(b) The Primary Service is compliant with relevant NICE guidelines (PH10 - 2008) and Local Stop Smoking Service Monitoring Guidance (PHE - 2014) in effect from time to time, and relevant elements of the current versions of these documents have been integrated into this Agreement (within the Mandatory Policies including the Operational Guidelines (as defined below)).

(c) To assist it in providing the Primary Service to the Commissioning Authority, the Primary Provider wishes to contract with the Sub-Contract Provider to provide the Sub-Contract Services, and the Sub-Contract Provider wishes to contract with the Primary Provider for this purpose on the following terms and conditions.

AGREED TERMS

1. INTERPRETATION

1.1 Definitions:

The terms set out in bold type in the left hand column of the table set out in Section A – Sub-Contract Details shall have the meanings ascribed to them in the corresponding section of the right hand column of the same table. The further terms set out in bold type below shall have the meanings ascribed to them set out below.

Agreement: the contract between the Primary Provider and the Sub-Contract Provider for the supply of the Sub-Contract Services in accordance with Section A - Sub-Contract Details, Section B – these Conditions, and Section C – the Schedules.

Applicable Law: means any statute, statutory instrument, by law, order, directive, treaty, decree or law including any common law, judgment, demand, order or decision of any court, regulator or tribunal; any legally binding rule, policy, guidance or recommendation issued by any governmental, statutory or regulatory body; and/or legally binding industry code of conduct or guideline, which relates to this Agreement.

Best Value Duty: means the duty imposed by section 3 of the Local Government Act 1999 as amended, and under which Commissioning Authorities are under a statutory duty to continuously improve the way their functions are exercised, having regard to a combination of economy, efficiency and effectiveness and to any applicable guidance issued from time to time.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Competent Body: means any entity that has authority to issue rules, standards or recommendations with which the Primary Provider and/or the Sub-Contract Provider must comply;

Conditions: these terms and conditions set out in clause 1 to clause 14 of this Section B of the Agreement.

Confidential Information: all information in the possession or control of one party (Party 1) disclosed to Party 1 by (or relating to) the other party (Party 2), including information concerning Party 2’s business, affairs, customers, clients (including the Commissioning Authority), suppliers, Service Users or prospective Service Users, and all Service User data.

Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression Change of Control shall be construed accordingly.

DPA: the Data Protection Act 1998 and any subordinate legislation made under this Act from time to time together with any guidance and/or codes of practice issued by the Information Commissioner or relevant government department in relation to such legislation.

Environmental Information Regulations: the Environmental Information Regulations 2004 and any subordinate legislation made under this Act from time to time together with any guidance and/or codes of practice issued by the Information Commissioner or relevant government department in relation to such legislation.

FOIA: 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 practice issued by the Information Commissioner or relevant government department in relation to such legislation.

Good Clinical Practice: means standards, practices, methods and procedures conforming to the Applicable Law, NICE guidelines, and guidance and standards set by Competent Bodies, conforming with the best practices prevailing in the relevant industry sector (as practised in the United Kingdom) and exercising that degree of skill and care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled, efficient and experienced clinical services provider, manager, operator or other person (as the case may be) providing services the same as or similar to the Services, at the time the Services are provided, as applicable

Group: in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company.

Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Local HealthWatch: means the local independent consumer champion for health and social care in England.

Mandatory Policies: the Primary Provider's (or where applicable, the Commissioning Authority’s) mandatory policies set out or referred to in Section C - Schedule 3, including the Operational Guidelines, all as amended by notification by the Primary Provider to the Sub-Contract Provider from time to time.

NICE: means the National Institute for Health and Clinical Excellence being the UK’s special health authority responsible for providing national guidance on the promotion of good health and the prevention and treatment of ill health (or any successor body);

Operational Guidelines: the Primary Provider’s written instructions governing the Primary Services and the Sub-Contract Services set out or referred to in Section C - Schedule 3 as amended by notification by the Primary Provider to the Sub-Contract Provider from time to time.

Primary Provider Materials: all materials, equipment and tools, drawings, specifications, software (including QM) and data supplied by the Primary Provider to the Sub-Contract Provider for the purposes of the delivery of the Sub-Contract Services.

Primary Service: is as described at the ‘Background’ section of this Agreement above.

QM or Quit Manager: the Primary Provider’s web-based smoking cessation service management software product known as Quit Manager.

Serious Incident: means an incident or accident or near-miss where a patient (whether or not a Service User), member of staff (including Staff), or member of the public suffers serious injury, major permanent harm or unexpected death on the Sub-Contract Provider’s premises or where the actions of the Sub-Contract Provider or its staff (including Staff) are likely to be of significant public concern.

Service Users: those smokers who utilise the Sub-Contract Services.

Staff: the personnel employed or otherwise engaged by the Sub-Contract Provider who are involved in delivery of the Sub-Contract Services.

Staff Vetting Procedures and Employment Checks: are those staff vetting procedures and employment checks that are set out in the Mandatory Policies (including the Operational Guidelines) at Section C – Schedule 3.

TUPE: the Transfer of Undertakings (Protection of Employment) Regulations 2006 and any subordinate legislation made under them from time to time.

1.2 Interpretation:

(a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

(b) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

2. COMMENCEMENT AND TERM

This Agreement shall commence on the Sub-Contract Services Start Date and shall continue, unless terminated earlier in accordance with its terms, until either party terminates the Agreement by giving to the other not less than one month’s written notice, or until termination of the Primary Contract, whichever occurs earliest.

3. SUPPLY OF SERVICES

3.1 The Sub-Contract Provider shall supply the Sub-Contract Services to the Primary Provider from the Sub-Contract Services Start Date in accordance with this Agreement.

3.2 The Sub-Contract Provider shall, and shall procure that the Staff shall, at all times:

(a) perform the Sub-Contract Services in accordance with Good Clinical Practice;

(b) ensure that the Sub-Contract Services conform in all respects with the Sub-Contract Services description set out at Section C – Schedule 1 and the Mandatory Policies (including the Operational Guidelines) set out at Section C – Schedule 3;

(c) co-operate fully with the Primary Provider in all matters relating to the Sub-Contract Services, and comply with all instructions of the Primary Provider, including by complying with the Mandatory Policies (including the Operational Guidelines), and any changes thereto notified to the Sub-Contract Provider by the Primary Provider;

(d) only use Staff who are suitably skilled and experienced to properly perform the tasks assigned to them in relation to the Sub-Contract Services, and in particular, shall only use Staff who:

i)are fully aware of and trained in delivering smoking cessation services in accordance with the Mandatory Policies (including the Operational Guidelines); and

ii)have achieved certification from the National Centre for Smoking Cessation and Training (NCSCT) (whether achieved via attending the Primary Provider’s two day training programme, by online training or otherwise), which training includes brief intervention skills, offering intensive advice and support on smoking in pregnancy, awareness and use of service protocols and completion of records/documentation;

(e) participate in regular and appropriate clinical supervision sessions;

(f) hold all Primary Provider Materials in safe custody at its own risk, use the Primary Provider Materials appropriately and in accordance with the Operational Guidelines and any other Primary Provider instructions, maintain the Primary Provider Materials in good condition until returned to the Primary Provider, and not dispose of or use the Primary Provider Materials other than in accordance with the Primary Provider's written instructions or authorisation;

(g) make all necessary arrangements to, and shall, ensure compliance with all laws relevant to the duty to safeguard and promote the welfare of children and vulnerable adults in the delivery of all aspects of the Sub-Contract Services including but not limited to the Section 11 of the Children Act 2004, Safeguarding Vulnerable Groups Act 2006 (as amended by the Protection of Freedoms Act 2012) and The Mental Health Act 1983; and

(h) comply with the following at all times: DPA; Caldicott Guidelines 1997; Access to Health Records 1998 and Confidentiality Code of Practice 1998;

(i) ensure continuity of service for Service Users including but not limited to, by taking account of annual leave and providing cover for sickness and annual leave of Staff members. Should this prove difficult for the Sub-Contract Provider to achieve, the Sub-Contract Provider shall contact the Primary Provider at its earliest opportunity, and shall fully co-operate with the Primary Provider and permit access to the Primary Provider should the Primary Provider wish to provide its own personnel to cover such Service User care.

4. SUB-CONTRACT PROVIDER’S FURTHER OBLIGATIONS

4.1STAFF PROTECTIONS

4.1 (a)Except where required by Applicable Law, the Sub-Contract Provider shall not provide or continue to provide Sub-Contract Services to any Service User:

i) who in the reasonable professional opinion of the Sub-Contract Provider is unsuitable to receive the Sub-Contract Services, for as long as such unsuitability remains;

ii) who displays abusive, violent or threatening behaviour unacceptable to the Sub-Contract Provider (acting reasonably and taking into account the mental health of that Service User); or

iii) in circumstances where a level of risk to the Staff is such that the Sub-Contract Provider (acting reasonably) considers unacceptable; or

iv) where expressly instructed not to do so by an emergency service provider who has authority to give such instruction, for so long as that instruction applies; or

v) where expressly instructed not to do so by the Primary Provider.

4.1 (b)If the Sub-Contract Provider proposes not to provide or to stop providing Sub-Contract Services to any Service User under clause 4.1 (a) above:

i) where reasonably practicable, the Sub-Contract Provider shall explain to the Service User, taking into account any communication or language needs, the action that it is taking, when that action takes effect, and the reasons for it (confirming that explanation in writing within two (2) Business Days);

ii) The Sub-Contract Provider shall inform the Service User of the right to challenge the decision through the Primary Provider’s complaints procedure and how to do so; and

iii) In respect of clauses 4.1(a) (i) to (iv) above, the Sub-Contract Provider shall inform the Primary Provider in writing without delay of the situation, wherever reasonably practicable in advance of taking such action.

4.2PROVISION OF ASSISTANCE TO THE PRIMARY PROVIDER IN MEETING THE COMMISSIONING AUTHORITY’S OBLIGATIONS

The Sub-Contract Provider shall, when requested by the Primary Contractor, fully co-operate with the Primary Contractor to assist the Primary Contractor in meeting its obligations to the Commissioning Authority. In particular Sub-Contract Provider shall:

a) Promptly comply with all requests by the Primary Provider to provide information as to Sub-Contract Provider’s performance of the Services;

b) Ensure that (and when requested, promptly provide clear and accurate information to the Primary Provider relating to the same in any format reasonably required by the Primary Provider):

i) In accordance with Clause 3d) above, each of the Staff is suitably qualified, experienced and skilled, adequately trained and capable of delivering the Sub-Contract Services in accordance with Good Clinical Practice (and should at any time the Primary Provider be of the opinion (acting reasonably) that a member of the Staff is not suitable to deliver Sub-Contract Services, it shall have the right to require Sub-Contract Provider to remove that person from delivery of the Sub-Contract Services);

ii) There is an adequate number of Staff to provide the Sub-Contract Services at all relevant times;

iii) Where applicable, Staff are registered with the appropriate professional regulatory body;

iv) Service Users are given full and accurate information regarding their treatment and the Sub-Contract Services received;

v) Relevant matters are immediately notified to the Primary Provider’s Caldicott Guardian;

vi) Staff are aware of and respect quality and human rights of colleagues and Service Users;

vii) It has promptly, fully and professionally carried out the Staff Vetting Procedures and Employment Checks (with satisfactory results) prior to commencement of Sub-Contract Service delivery by each Staff member, and can provide a clear DBS Certificate (of the relevant type as required by the Primary Provider) for each of the Staff, has in place appropriate procedures for ongoing DBS monitoring, and shall immediately inform the Primary Provider if a Staff member receives a relevant conviction, caution, reprimand or warning or if previous relevant convictions, cautions, reprimands or warnings become known to the Sub-Contract Provider;