Contract

between

[barnardo’s]

and

[ ]

for

[insert project]

Page 1

This Agreement is made the [insert date] day of [insert month] 20 [insert year]

Parties

(1)BARNARDO’S, registered as a charity (under number 216250 in England & Wales and number SC037605 in Scotland) and a company limited by guarantee (company number 61625), with its principal office at Tanners Lane, Barkingside, Essex, IG6 1QG. It is acting through the CENTRE OF EXPERTISE ON CHILD SEXUAL ABUSE (“the Centre”).

(2)Consultant/Evaluator/Research Company Name]whose registered office is[ ] and whose registered company number is [ ] (“the Contractor”)); and

(each of Barnardo’s, and the Contractor being a Party and together Barnardo’s and the Contractor are the Parties)

Introduction

The Centre is funded by the Home Office through Barnardo’s and works closely with key partners from academic institutions, local authorities, health, education, police, and the voluntary sector. The Centre is not a separate entity; it sits under the umbrella of Barnardo’s but the Centre works independently and separately from the charitable activities and also independently from government. The Centre works to a number of Barnardo’s corporate policies, such as those relating to data protection and safeguarding and protecting children.

Recitals:

AThe Contractor has agreed to undertake the Project and produce the Deliverables on the terms and conditions set out in this Agreement.

THE PARTIES AGREE:

1Definitions and Interpretation

1.1In this Agreement, unless otherwise provided:

Background IPR / means the Intellectual Property Rights owned by the Contractor and used by it in performing the Services and in producing the Deliverables;
Business Day / means a day, other than a Saturday, Sunday or public holiday, on which clearing banks are open for non-automated commercial business in the City of London;
Confidential Information / means(a) the terms of this Agreement; (b) any information relating to the Centre or Barnardo’s, its contractors, associates, partners, suppliers,methods, products, plans, finances, trade secrets or otherwise to the business or affairs of either Party which is obviously confidential or has been identified by that Party as confidential; and (c) any information developed by either Party in performing its obligations under, or otherwise pursuant to this Agreement(d) all non-public information (whether in oral, written or electronic form) given by one Party to the other or otherwise obtained by one Party relating to the other's business, finance or technology, know-how, intellectual property (including Intellectual Property Rights), assets, strategy, products and Barnardo’s, itscontractors and partners including information relating to management, financial, marketing, technical and other arrangements or operations of any Affiliate, person, firm, or organisation associated with that Party;
Contractor’s Project Manager / [insert Contractor’s Project Manager’s name, address, telephone number and email]
Control / means that a person owns directly or indirectly more than 50% of the shares or securities of the other person representing the right to vote on all or substantially all matters including the election of directors and Controls and Controlled shall be interpreted accordingly OR has the meaning given in the Corporation Tax Act 2010, s 1124 and Controls and Controlled shall be interpreted accordingly;
Barnardo’s/ Centre’s Materials / means all data and documents (and the media on which they are recorded), equipment and materials supplied by Barnardo’sor the Centre to the Contractor;
Deliverables / means all documents and materials produced by the Contractor or its agents in relation to the Project and to be supplied to the Centreincluding any data, programs, reports, software and specifications, as set out in the Schedule 1;
Force Majeure Event / means any of the following events war, the threat of war, revolution, terrorism, riot or civil commotion, or precautions against any such; strikes, lock outs or other industrial action;
Intellectual Property
Intellectual Property Rights / means any and all Intellectual Property Rights subsisting in the Deliverables;
means copyright, patents, rights in inventions, rights in confidential information, Know-how, trade secrets, trademarks, service marks, trade names, design rights, rights in get-up, database rights, rights in data, semi-conductor chip topography rights, mask works, utility models, domain names, rights in computer software and all similar rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing;
Know-how / means inventions, discoveries, improvements, processes, formulae, techniques, specifications, technical information, methods, tests, reports, component lists, manuals, instructions, drawings and information relating to Barnardo’s or the Centre, its service user andcontractors (whether written or in any other form and whether confidential or not);
Materials / means any software, data, calculations, algorithms, methods, information or other material developed, created by the Contractor for the Centre or created pursuant to the Project under this Agreement;
Project / means the Project to be performed and Deliverables to be produced by the Contractor as detailed in Schedule 1;
Project Manager / means [insert the Centre’s Project Manager’s name, address, telephone number and email]
Project Plan / means the detailed plan describing the Project and setting out the estimated timetable (including Project Milestones) and responsibilities for the Deliverables as laid out in Schedule 1;
Services / means the services to be provided by the Contractor, including production of the Deliverable, as set out in the Project Plan together with any other services which the Contractor agrees to provide or provides to the Centre;
Supply Location / means the address specified in the Schedule 1;
Warranty Period / means the period referred to in clause 14.1

1.2Unless the context otherwise requires:

1.2.1each gender includes the others and the singular includes the plural and vice versa;

1.2.2references to clauses, Schedules or Appendices are to clauses, schedules or appendices of this Agreement;

1.2.3references to this Agreement include its Schedule and Appendices;

1.2.4'including' means including without limitation. General words are not limited by example;

1.2.5references to persons include individuals, unincorporated bodies, government entities, companies and corporations;

1.2.6clause headings do not affect their interpretation;

1.2.7a reference to a statute or a statutory provision is a reference to it as amended, extended, re-enacted or consolidated from time to time;

1.2.8a document is in agreed terms if initialled or signed by the Parties;

1.2.9'in writing' means communication by letter or email and written shall be interpreted accordingly; and

1.2.10references to books, records or other information include paper, electronically or magnetically stored data, film, microfilm, and information in any other form.

2Commencement and Duration

2.1The Contractor shall commence the Project on [insert date] (“the Commencement Date”).

2.2TheProjectshallcontinue for the period set out in Schedule 1 oruntil provision of the Services and allthe Deliverables arecompleted and provided to the Centre in an approved form inaccordancewiththeProjectPlan,unlessthisagreementis terminatedearlier in accordancewiththis Agreement.

3Price

3.1The price for the Project is set out in Schedule 2.

3.2[The price excludes any expenses incurred by the Contractor for [insert details eg consumables, travel, subsistence, accommodation etc] which will be invoiced at [insert time period eg monthly] intervals and are due for payment within [insert figure] Business Days of the date of the invoice.]

4Payment

4.1The Centre will pay all invoices in full, without deduction or set-off other than as required by law, in cleared funds,within thirty Business Days of the date of the invoice.

4.2The Contractor shall maintain full and accurate accounts for the Project against any relevant expenditure. Such accounts shall be retained for at least six years after the end of the financial year in which the last payment was made under this Agreement. Input and output VAT shall be included as separate items in such accounts.

4.3The Contractor shall have regard for the need for economy in all expenditure. Where any expenditure in an invoice, in the Centre’s reasonable opinion, is excessive having due regard for the purpose for which it was incurred, the Centre shall only be liable to reimburse so much (if any) of the expenditure as, in the Centre’s reasonable opinion after consultation with the contactor, would reasonably have been required for that purpose.

5Taxes and duties

5.1All amounts due under this Agreementare inclusive of VAT.

6Interest

6.1Where sums due under this Agreement are not paid in full by the due date, the payee may, without limiting its other rights, charge interest on such sums at rate of 3 percentage points a year above the base rate of the Bank of England from time to time in force.

6.2Interest will:

6.2.1accrue on a daily basis; and

6.2.2apply from the due date for payment until actual payment in full, whether before or after judgment.

7Provision of the Services

7.1The Contractor will provide the Services to the Centre in accordance with this Agreement, in particular the Project Plan and the Deliverables.

7.2The Contractor will use best endeavours to meet any milestone dates set out in the Schedule, such dates are binding, and time of performance is of the essence.

7.3The Contractor will not be liable for any delay in or failure of performance of the Services (including any failure to achieve any milestone or other date) so far as caused by a Force Majeure Event or is caused wholly bythe Centre’s failure to perform its obligations under this Agreement.

7.4The Contractor may make any changes to the Services:

7.4.1needed to comply with applicable law or safety requirements; or

7.4.2which do not materially affect the nature or quality of the Services;

and will seek the Centre’s permission in advance of making any such changes.

8Contractor's obligations

8.1The Contractor will:

8.1.1perform the Services: (i) using the highest degree of care and skill; and (ii) in accordance with best practice for services of that type;

8.1.2use sufficient personnel who have appropriate skills and experience for their duties;

8.1.3co-operate with the Centre and comply with the Centre’s reasonable instructions;

8.1.4provide and use sufficient and appropriate equipment and materials required to provide the Services;

8.1.5ensure that the Servicesconform to the Project Plan;

8.1.6obtain and maintain all licences, permits and other consents required for its performance of the Services;

8.1.7comply with all applicable laws and regulations;

8.1.8observe all rules and regulations notified to the Contractor and in force at the Supply Locationand other Centre sites; and

8.1.9hold all Centre and Barnardo’s Materials safely and return them in good condition on completion of the Services or earlier termination hereof (fair wear and tear excepted). Barnardo’s Materials remain the property of Barnardo’s only.

9The Centre’s obligations

9.1The Centre will pay the price for the Services in accordance with this Agreement.

9.2The Centre will:

9.2.1afford the Contractor access to the Supply Locationand other Centre sites;

9.2.2afford the Contractor access to the Centre’s personnel; and

9.2.3provide the Contractor such facilities, information and assistance (taking reasonable steps to ensure that information is complete and accurate);

in each case as reasonably required to allow the Contractor to perform the Services and to complete the Project.

9.3The Centre will also:

9.3.1co-operate fully with the Contractor and follow the Contractor’s reasonable instructions in relation to the performance of the Services;

9.3.2obtain and maintain all necessary licences and consents for the performance of the Services; and

9.3.3keep all documents, equipment, materials and other Contractor property (Contractor Materials) at the Supply Location or other Centre premises safely and at its own risk and in the same condition as they were in when supplied (fair wear and tear excepted).

10Monitoring Arrangements

10.1The Project Manager shall set up a Monitoring Group for the Project, consisting of at minimum, the Project Manager, the Contractual Project Manager and any other personnel from the Parties or any other key organisations upon whom the Project will impact on, to be agreed by the parties.

10.2The function of the Monitoring Group shall be to review the scope and direction of the Project against its aims and objectives, to monitor progress and efficacy, and assess, manage and review expected impact and use of the findings from the Project and of the Deliverables.

10.3The Monitoring Group shall meet at times and dates agreed by the Centre. The Contractor’s representatives shall report their views on the progress of the Project to the Monitoring Group, in writing if requested by the Centre.

10.4 The Contractor Project Manager must attend all meetings of the Monitoring Group unless otherwise agreed by the Centre.

11Survey and Data Collection

11.1The Contractor must seek to minimise any burden on organisations or participant groups taking part or contributing to the Project. When assessing the relative merits of data collection methods, the following issues should be considered

11.1.1Only data essential to the project shall be collected;

11.1.2Data should be collected and stored electronically where at all possible;

11.1.3Questionnaires should be pre-populated wherever possible and appropriate; and

11.1.4Whether any of the data sought can be provided centrally by the Centre from information already held.

11.2The Contractor shall clear any data collection tools with the Centre prior to the Contractor utilising the tools.

11.3The Contractor and the Centre shall agree in advance of any survey activity taking place the consent arrangements that shall apply for each survey group.

11.4All Participants must be informed of the purpose of the research and that the Contractor is acting on behalf of the Centre and any other relevant organisation. The data subject’s consent for the data must be sought in writing by the Contractor and this data permission must be retained; these permissions must be passed onto the Centre, and any other relevant organisation.

12Data processing

12.1In this clause:

Controller / means Barnardo’s (acting through the Centre);
Data / means the data to be supplied by the Centre to the Contractor for the performance of the relevant Services and the data gathered by the Contractor for the performance of the relevant Services;
Data Controller / has the meaning given to it in the Data Protection Legislation;
Data Processor / has the meaning given to it in the Data Protection Legislation;
Data Subject / has the meaning given to it in the Data Protection Legislation;
Data Protection Legislation / means the Data Protection Act 1998 (DPA), the Computer Misuse Act 1990,the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any legislation implementing the Data Protection Directive 95/46/EC of 24 October 1995 or the Privacy and Electronic Communications Directive 2002/58/EC of 12 July 2002;
Personal Data / has the meaning given to it in the Data Protection Legislation;
Processing / has the meaning given to it in the Data Protection Legislation;
Processor / means the Contractor;
Security Measures / means the measures to be taken by the Processor to protect the Data against unauthorised Processing and accidental loss or damage;
Sub-processors / means approved persons who may carry out Services on the Processor's behalf;

12.2The Controller will provide the Processor with Dataand such instructions and other information as the Processor reasonably needs to perform its obligations under this Agreement.

12.3The Processor will:

12.3.1process the Data and other information supplied by the Controller solely to perform its obligations under this Agreement and in accordance with the Controller's written instructions;

12.3.2ensure that its employees and Sub-processors involved in this Agreement are fully trained in UK data protection laws and the handling of personal data;

12.3.3comply with the Data Protection Legislation and Caldicott principles and comply with the DPA as a data controller, if necessary, including maintaining a valid and up to date registration or notification under the DPA covering the data processing to be performed in connection with the Project and immediately notify the Controller of any breach of either;

12.3.4comply promptly with the Controller's instructions;

12.3.5not disclose the Data or other information supplied by the Controller to any third party other than on the Controller's written instructions or as required by law;

12.3.6not allow Data to be transferred out of the European Economic Area other than on the Controller's written instructions;

12.3.7promptly assist the Controller with requests from Data Subjects for their Personal Data;

12.3.8ensure that Data is accurately recorded and promptly amended if inaccurate;

12.3.9maintain suitable back-up facilities at no cost to the Controller;

12.3.10immediately forward to the Controller communications from data subjects, regulatory bodies and other third parties concerning the Data and not respond to or act on such communications without the Controller's prior agreement;

12.3.11on request provide to the Controller a copy of the Data in the format reasonably specified;

12.3.12include in all promotional materials provisions to obtain the necessary consents for direct marketing or details of any unsubscribe facility required by the Data Protection Legislation.

12.4

12.4.1All Intellectual Property Rights in the Data, all amendments or additions to the Data, and databases and other compilations including any of such, belong to the Controller. The Processor may use all such rights only under this Agreement.

12.4.2The Controller grants the Processor a licence to use, edit, create databases from, copy and store the Data solely to perform, and for the term of, this Agreement.

12.4.3The Processor hereby assigns (and will ensure that its employees and Sub-processors assign) to the Controller all Intellectual Property Rights which currently, or may in future, exist in the Data and any amendments or additions to, and databases and other compilations of, the Data and, in each such case, so far as any of those vest in the Processor, its employees and Sub-processors.

12.5

12.5.1To verify the Processor's compliance with clause 12, the Processor will allow the Controller and/or its agents access to any premises where Data is being processed. Such access will be during normal business hours and subject to not less than three Business Days' notice unless the Controller has a reasonable, objective belief that the Processor is in material breach of clause 12, in which case access will be granted at any reasonable time.