Dated
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TRANSPORT SYSTEMS CATAPULT AGREEMENT FOR SUPPLY OF GOODS ANDSERVICES
Cleaning Services
The Pinnacle,
170 Midsummer Boulevard
Milton Keynes
MK91BP
Transport Systems Catapult Agreement for Supply of Goods and/or Services
THIS AGREEMENT is dated …………………………………. May 2016
Parties
(1)TRANSPORT SYSTEMS CATAPULT incorporated and registered in England and Wales with company number 8041919whose registered office is at 170 The Pinnacle, Midsummer Boulevard, Milton Keynes MK9 1BP (“the Catapult”).
(2)[Insert name] incorporated and registered in England and Wales with company number [Insert registration number] whose registered office is at [Insert address] (“the Company”).
Each a “Party” and together the “Parties”
Background
(A)The Catapult published an ITT for Goods andServices, as further detailed in Schedule 1 of this Agreement.
(B)The Companyresponded to the tender and was the successful bidder. The tender response is set out in Schedule 2 of this Agreement.
(C)This Agreement sets out the terms and conditions for the supply of Goods and/or Services as requested by the ITT and set out in the tender response prepared by the Company.
IT IS HEREBY AGREED THAT
- The Goods and/or Services
1.1.In consideration of the payment of the Fees, the Company shall provide to the Catapult the Goods and/or Services as detailed in a specificPurchase Order.
- Terms and Conditions
2.1.The Catapult's Terms and Conditions (the "Conditions") attached at Annex 1 and the other Annexes shall form part of this Agreement insofar as they are not inconsistent with the specific terms and conditions set out in this Agreement. In the event of any conflict the terms of this Agreement shall prevail.
2.2.All of the Conditions shall apply to the supply of both Goods and Services except where the application to one of the other is specified.
2.3.The Company’s standard terms of business shall not apply to this Agreement.
2.4.The Company will provide the Services specified in Annex 2, in accordance with the Service Level agreement in Annex 3
- The Fees
3.1.Subject to the terms of this Agreement, the Catapult will pay to the Company theFees as set out in a Purchase Orderin the form provided at Annex 4.
- Term and Termination
4.1.This Agreement shall commence on 01 August 2016 (the “Commencement Date”) and shall continue for a period of two years (the “Term”) with an option to extend for a further 12 month period.
4.2.The rights of termination of the parties are set out in Condition 10 of Annex 1.
- Special conditions
- The Parties acknowledge that, upon termination of this Agreement TUPE may apply either to the Catapult or to a replacement contractor and the Parties have, notwithstanding that, agreed on a commercial basis (and with the benefit of legal advice), to the following provisions of this clause.
5.2.The Company will keep Catapult indemnified in full against all liabilities arising directly or indirectly in connection with:
5.2.1the employment of or termination of employment of any transferring employees (whether or not terminated by notice and, if so terminated, whenever that notice expires) before, on or after the transfer;
5.2.2any act, omission or default of the Company or any subcontractor before, on or after the transfer in respect of the employment of any of the transferring employees;
5.2.3The Company's failure (or any subcontractor's failure) to give Catapult the information required under Regulation 13 of TUPE to enable Catapult to comply with its obligations under TUPE in respect of the transfer;
5.2.4any failure or delay by the Company or subcontractor to comply with Regulation 11 of TUPE;
5.2.5any claim or other action taken by or on behalf of any of the Company’s employees which arises from or in connection with any act, omission, representation or statement (whether written or oral) made to any of them before the transfer by or on behalf of the Company or subcontractor including without limitation any claim under Regulations 4(9), 4(11) or 7(1) of TUPE; and
5.2.6any actual, proposed or anticipated changes by the Company or any subcontractor to the terms and conditions of employment of the transferring employees.
5.3.In the event that the Company breaches any provision of this clause Catapult shall be entitled in their absolute discretion to terminate the employment of any of the Company’s employees who transfer to them and the Company shall indemnify the Catapult in respect of any employment costs and/or liabilities incurred by the Catapult in relation to such terminations.
5.4.In the event that a claim or allegation is made by an employee or former employee of the Company that he/she has or should have transferred to Catapult or to a replacement contractor by virtue of TUPE:
5.4.1The Company shall indemnify Catapult in respect of any liabilities arising directly or indirectly in connection with this employment and/or its termination by Catapult to include for the avoidance of doubt, the costs of terminating their contract, any liabilities acquired by virtue of TUPE, as well as any employment costs of employing the employee of former employee of the Company.
5.4.2in the event that any Company employee leaves claiming constructive or actual dismissal then the Company shall indemnify Catapult in respect of any liabilities arising directly or indirectly in connection with such termination to include for the avoidance of doubt, the costs of terminating such employment, any liabilities acquired by virtue of TUPE, as well as any employment costs of employing the Company employee(s) up to the date on which they resigned or has been dismissed (constructively or actually) in accordance with this clause.
5.5For the avoidance of doubt, to the extent that TUPE does not apply on expiry or termination (in whole or in part) of this Agreement, the transferring employees shall remain employed by the Company and shall remain the sole liability of the Company.
The Parties have caused this Agreement to be executed by their duly authorised representatives.
Signed by:for and on behalf of / ......
(Print Name)
TRANSPORT SYSTEMS CATAPULT / ......
(Signature)
Date ……….……………………….
Signed by:
for and on behalf of / ......
(Print Name)
[COMPANY] / ......
(Signature)
Date ……….……………………….
Transport Systems Catapult Agreement for Supply of Goods and/or Services
Transport Systems Catapult Agreement for Supply of Goods and/or Services
Annex 1- Standard Terms and Conditions for Supply of Goods and/or Services
Transport Systems Catapult Agreement for Supply of Goods and/or Services
1.INTERPRETATION
1.1The following definitions and rules of interpretation apply in these Conditions.
Background IP: any Intellectual Property Rights which a Party makes available for the performance of this Agreement, other than Foreground IP.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Confidential Information
(a)all commercial, technical, financial and other information of whatever nature and in whatever form (whether written, oral, visual, recorded, graphical, electronic or otherwise) relating to the business, technology or other affairs of the Catapult or its employees, students, consultants, advisors, representatives or sub-contractors or of any other persons present on the Site; and
(b)any systems, ideas, concepts, know-how, techniques, drawings, specifications, blueprints, tracings, diagrams, models, functions, designs and capabilities (including computer software, data and hardware used in conjunction with such software, business procedures, manufacturing processes or other information embodied in drawings or specifications) and any other intellectual property of the Catapult or its Representatives or any other persons present on the Site.
Fees: the fees to be paid by the Company to the Catapult as set out in a Purchase Order based on the amounts quoted in the tender response set out in Schedule 2.
Force Majeure Event: any cause affecting the performance by a Party of its obligations under these Conditions arising from acts, events, omissions or non-events beyond its reasonable control, including:
(a)acts of God, including fire, flood, earthquake, windstorm or other natural disaster; or
(b)war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions; or
(c)acts of terrorism; or
(d)extreme adverse weather conditions; or
(e)fire, explosion or accidental damage.
Foreground IP: any Intellectual Property Rights embodied in the Results and which arise from the performance of this Agreement.
Goods: means the specific goods as described in the Purchase Order.
Intellectual Property Rights: means any patents, rights to inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database 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 (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
Purchase Order: means the form of purchase order included at Schedule 1.
Representatives: employees, officers, agents, advisers, sub-contractors and other representatives of a Party.
Results: means all results which arise from or relate to the Goods and/or Services.
Services: means the services as described in the Purchase Order and as set out in the tender response at Schedule 2.
Site: meaning the Catapult premises at the170 The Pinnacle, Midsummer Boulevard, Milton Keynes MK9 1BP.
VAT: value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement or additional tax.
1.2Clause and schedule headings shall not affect the interpretation of this Agreement and these Conditions.
1.3The schedules form part of this Agreement and shall have effect as if set out in full in the body of the Agreement. Any reference to this Agreement includes the schedules.
1.4A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.5A reference to writing or written includes fax but not e-mail (unless otherwise expressly provided in these Conditions).
1.6Any words following the terms including,include, in particular or for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.7Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.
1.8References to clauses and schedules are to the clauses and schedules of this Agreement and references to conditions are to the conditions of these Conditions.
2.DELIVERY OF GOODS
2.1The Company shall supply the Goods in accordance with the provisions of this Agreement.
2.2The Company shall ensure that:
(a)the Goods are properly packaged and secured in such manner as to enable them to reach their destination in good condition.
(b)each delivery of the Goods is accompanied by a delivery note which shows the date of the Purchase Order, all relevant Company and Catapult reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Purchase Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
(c)if the Company requires the Catapult to return any packaging material for the Goods to the Company, that fact is clearly stated on the delivery note. Any such packaging material shall only be returned to the Company at the cost of the Company.
2.3The Company shall deliver the Goods:
(a)on the date set out in the Purchase Order, or if no such date is specified then within 28 days of the date of the Purchase Order;
(b) to the Catapult’s premises at 170 The Pinnacle, Midsummer Boulevard, Milton Keynes MK9 1BP,or such other location as is set out in the Purchase Order or as instructed by the Catapult before delivery (Delivery Location).
(c) during the Catapult’s normal hours of business on a business day or as instructed by the Catapult.
2.4Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.
2.5The Company shall not deliver the Goods in instalments without the Catapult’s prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by Company to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Catapult to the remedies set out in condition 6.
3.QUALITY OF GOODS
3.1The Company warrants that on delivery, and for a period of 12 months from the date of delivery (Warranty Period), the Goods shall:
(a)conform in all material respects with their description and any applicable goods specification;
(b)be free from material defects in design, material and workmanship;
(c)be of satisfactory quality (within the meaning of the Sale of Goods Act 1979);
(d)be fit for any purpose held out by the Company or made known by the Company, expressly or by implication and in this respect the Catapult relies on the Company’s skill and judgment; and
(e)comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods.
3.2The Company shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Agreement in respect of the Goods.
4.TITLE AND RISK
4.1Title and risk in the Goods shall pass to the Catapult on completion of delivery.
5.SUPPLY OF SERVICES
5.1The Company shall provide the Services to the Catapult in accordance with Schedule 1 and the terms of this Agreement.
5.2The Company shall meet any performance dates for the Services specified in Schedule 1 or notified to the Company by the Catapult.
5.3In providing the Services, the Company shall:
(a)co-operate with the Catapult in all matters relating to the Services and comply with all instructions of the Catapult;
(b) perform the Services with the best care, skill and diligence in accordance with best practice in the Company’s industry, profession or trade;
(c)use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Company’s obligations are fulfilled in accordance with this Agreement;
(d)ensure that the Services and any deliverables produced from the Services will conform with all descriptions and specifications set out in Schedule 1, and that the deliverables shall be fit for any purpose expressly or impliedly made known to the Company by the Catapult;
(e)provide all equipment, tools and vehicles and such other items as are required to provide the Services;
(f)use the best quality goods, materials, standards and techniques, and ensure that the deliverables and all goods and materials supplied and used in the Services or transferred to the Catapult, will be free from defects in workmanship, installation and design;
(g) obtain and at all times maintain all necessary licences and consents and comply with all applicable laws and regulations;
(h)observe all health and safety rules and regulations and any other security requirements that apply at any of the Catapult’s premises;
(i)hold all materials, equipment and tools, drawings, specifications and data supplied by the Catapult to the Company in safe custody at its own risk, maintain all such materials in good condition until returned to the Catapult, and not dispose or use all such materials other than in accordance with the Catapult’s written instructions or authorisation; and
(j)not do or omit to do anything which may cause the Catapult to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Company acknowledges that the Catapult may rely or act on the Services.
5.4To enable the Company to provide the Services, the Catapult shall:
(a)provide the Company with reasonable access at reasonable times to the Catapult’s premises for the purpose of providing the Services; and
(b)provide such information as the Company may reasonably request for the provision of the Services and the Catapult considers reasonably necessary for the purpose of providing the Services.
6.REMEDIES
6.1 Subject to condition 6.2, If the Company fails to deliver the Goods and/or perform the Services by the applicable date, the Catapult shall without limiting its other rights or remedies have one or more of the following rights:
(a)to terminate this Agreement with immediate effect by giving notice in writing to the Company;
(b)to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Company attempts to make;
(c)to recover from the Company any costs incurred by the Catapult in obtaining substitute goods and/or services from a third party;
(d)where the Catapult has paid in advance for Services that have not been provided by the Company and/or Goods which have not been delivered by the Company, to have such sums refunded by the Company; and
(e)to claim damages for any additional costs, loss or expenses incurred by the Catapult which are in any way attributable to the Company's failure to meet such dates.