Terms and Conditions

DEFINITIONS AND INTERPRETATION
1. The definitions and rules of interpretation used in the Framework Agreement apply.
APPLICATION OF TERMS
1. These terms and conditions are the standard terms and conditions which will govern the Call-off Contract between the Customer and the Contractor unless any other contract terms have been agreed between the parties in writing.
PROVISION OF SERVICES
1. The Contractor confirms that it has understood the nature and extent of the Services to be carried out as set out in the Framework Agreement and has satisfied itself that the Contractor can provide the Services.
2. The Contractor warrants and undertakes to the Customer that it:
  1. performs the Services to a level of skill, care and diligence reasonably to be expected of an appropriately qualified and competent supplier experienced in performing like services;
  2. shall devote such time as is required in order to fulfil its duties under this Call-off Contract;
  3. shall comply with all reasonable and lawful directions given to it under the Customer’s authority; and
  4. shall ensure that the Services are completed in accordance with the Call-off Contract.
3. The Contractor shall not (and shall procure that the Contractor’s agents and employees do not) say or do anything that might lead any other person to believe that the Contractor is acting as the Customer’s agent; and nothing in the Call-off Contract shall impose any liability on the Customer in respect of any liability incurred by the Supplier to any other person. This clause 3.3 shall not be taken to exclude or limit any of the Customer’s liability to the Contractor that may arise by virtue of either a breach of the Call-off Contract or any negligence on the Customer’s part or the Customer’s staff or agents.
4. The Contractor shall take the steps reasonably required by the Customer to prevent unauthorised persons being admitted to the Premises. If the Customer gives the Contractor notice that any person is not to be admitted to or is to be removed from the Premises or is not partake in the performance of this Contract, the Contractor will take all reasonable steps to comply with such notice and if required by the Customer the Contractor shall replace any person removed under this clause 3.4 with another suitably qualified person and procure that any pass issued to the person removed is returned forthwith to the Customer.
5. If and when instructed, the Contractor shall give the Customer a list of names of all persons who are or may be at any time providing the Services or any part of them, specifying the capacities in which they work, and giving such other particulars and evidence of identity the Customer may reasonably require.
6. The Contractor shall bear the cost of any notice, instruction or decision of the Customer under the Contract.
7. The Contractor shall make no delivery of materials, plant or other things nor commence any work on the Premises without obtaining the Customer’s prior written consent.
THE CONTRACTORS PERSONEL
1. The Contractor undertakes to ensure that sufficient suitably qualified personnel are provided to ensure that the Services are performed in accordance with the Specification of the framework agreement including (without limitation) during periods of absence of some members of its personnel due to sickness, maternity leave, holidays, training or otherwise.
2. The Contractor undertakes to ensure that all of their personnel supplied in and about the provision of the Services are honest, skilled, competent, diligent, trained and experienced in the work which they are to perform.
3. Where the provision of the Services requires any of the Contractor’s Staff to work in a Regulated Activity with children and/or vulnerable adults, the Contractor will make checks in respect of such Staff with the Disclosure & Barring Service (DBS) for the purpose of checking at an enhanced level of disclosure for the existence of any criminal convictions subject to the Rehabilitation of Offenders Act 1974 (Exceptions) Order 1975 (as amended) or other relevant legislation and that the appropriate check of the Children’s Barred List relating to the protection of children and/or Adult’s Barred List relating to the protection of adults (where appropriate).
4. The Contractor will comply with the requirements of the Safeguarding of Vulnerable Groups Act 2006 (as amended by the Protection of Freedoms Act 2012 and any other subsequent relevant legislation) in respect of such Staff that work in a Regulated Activity.
5. The Contractor will ensure that all enhanced checks for a Regulated Activity including the appropriate barred list check or checks are renewed every three years.
6. The Contractor will not employ any person or continue to employ any person to provide the Regulated Activities who is prevented from carrying out such activities under the Safeguarding of Vulnerable Groups and will notify the Customer immediately of any decision to employ such person in any role in connection with the Call-off Contract or any other agreement or arrangement with the Customer.
7. The Contractor undertakes to ensure that they shall adhere to and comply with any guidelines and/or codes of practice issued by the Customer when selecting and/or recruiting personnel who may have substantial and/or unsupervised access to children and vulnerable adults.
8. Where the provision of the Services does not require any of the Contractor’s Staff to work in a Regulated Activity but where the Contractor’s Staff may nonetheless have contact with children and/or vulnerable adults the Contractor shall in respect of such Staff:
  1. carry out Employment Checks; and
  2. carry out such other checks as may be required by the DBS from time to time throughout the Term
9. Neither the Contractor nor any sub-contractors are to have direct contact with children and/or vulnerable adults during any delivery or attendance at the premises of the Customer. The Contractor shall ensure that those engaged in undertaking the duties under the Call-off Contract, including employees, servants, agents, volunteers and others are of suitable standing and good character.
10. The Contractor shall provide details of employee disciplinary and grievance procedures and other policies, which the Customer may request from time to time.
PRICE
1. In return for the Contractor providing the Services, the Customer shall pay the Contractor the Price.
2. The Price of the Services shall be as stated in the Order Form and, unless otherwise so stated, shall be exclusive of any applicable Value Added Tax but inclusive of all other charges.
3. No variation in the Price nor extra charges shall be made without the Customer’s prior written consent.
4. The Contractor hereby agrees that it shall be solely responsible for payment of all income tax liabilities whatsoever and national insurance or similar contributions in relation to its employees.
PAYMENT
1. The Contractor shall invoice the Customer with the Price in pounds sterling (£) and shall include;
  1. an invoice date and invoice number;
  2. the period to which the invoice relates;
  3. the aspects of the Services for which payment is claimed;
  4. any VAT payable, with a breakdown showing the net figure, the VAT amount and the gross figure;
  5. a VAT registration number if VAT registered;
  6. a valid purchase order number as issued by the Customer;
  7. the Contractor’s vendor/Contractor number as set out in the purchase order issued by the Customer;
  8. the Contractor’s full business name and address; and
  9. the name and address of the Customer.
2. The Contractor must submit all invoices electronically via the Customer’s e-invoicing system,
3. In the event electronic submission is not possible the Contractor may, with prior written notice to the Customer, submit invoices to;

Business Operations, County Hall, East Sussex County Customer, St Anne's Crescent, LEWES, BN7 1UE

Unless otherwise stated in the Purchase Order and/or Tender, the Customer shall pay the Price for the Services by BACS (unless otherwise agreed in writing) within 30 days of receipt by the Customer of a proper invoice following successful performance of the Services in accordance with the Purchase Order and/or Tender.
The Customer shall advise the Contractor in writing of any discrepancy between the amount stated in the invoice and the amount properly due to the Contractor. The Contractor shall reissue the invoice showing the correct amount within seven (7) days of such notification.
Without prejudice to any other right or remedy, the Customer reserves its right to set-off against its indebtedness to the Contractor any debt owed to it by the Contractor and any liabilities, damages, losses, costs, charges and expenses which it has incurred as a consequence of any breach by the Contractor of the Call-off Contract or any other contract with the Customer.

TIME OF PERFORMANCE
1. The Contractor shall perform the Services at the times and the term specified by the Customer in the Order Form or agreed with the Customer in writing.
2. For the services, especially interpretation services, time is of the essence for their delivery and the Contractor needs to take this into account and absolutely meet the timing requirements.
INDEMNITY & INSURANCE
1. The Contractor shall keep the Customer indemnified in full against all direct, indirect or consequential liabilities (all of which include, without limitation, project delays, loss of business, depletion of goodwill and like loss), other liabilities, damages, injury, costs and expenses (including legal and other professional fees and expenses) incurred and/or paid by the Customer as a result of or in connection with:-
  1. defective workmanship, quality or materials;
  2. any infringement or alleged infringement of any intellectual property rights caused by the use, or supply of the Services; and
  3. any claim made against the Customer in respect of any liability, loss, damage, injury, cost or expense sustained by Customer employees or agents or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the Services as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of the terms of the Order Terms and Conditions by the Contractor.
2. The Contractor hereby warrants to the Customer that the Contractor undertakes to ensure that they shall have in force all necessary insurance cover for any one occurrence or series of occurrences arising out of the provision of the Services, including public liability insurance with a minimum limit of liability of not less that £10,000,000 and (save where a statutory exemption applies) Employer’s liability with a minimum limit of liability of not less than £5,000,000 and professional liability of not less than £500,000. The Contractor undertakes to the Customer to ensure that they maintain such insurance cover during the term of the Contract.
3. As and when reasonably required to do so, the Contractor shall provide the Customer with documentary evidence that the insurance required under this clause 8 is in force and is being maintained.
CONFIDENTIALITY
1. The Contractor shall keep in strict confidence all documents, and information which is of a confidential nature or personal Data of the end user benefiting from the Contractors services. The Contractor shall restrict disclosure of such confidential material to such of the Contractors employees or agents as need to know the same for the purpose of discharging the Contractors obligations to the Customer and shall ensure that such employees or agents are subject to like obligations of confidentiality as bind the Contractor.
TERMINATION
1. The Customer shall be entitled to cancel the Purchase Order or terminate the Call-off Contract with the Contractor in respect of all or part only of the Services by giving notice to the Contractor one month prior to delivery of the Services, in which event the Customer shall not be liable for payment for Services not performed, loss of anticipated profits or any consequential loss.
2. The Customer shall be entitled to terminate the Call-off Contract with the Contractor immediately without liability if:
  1. the Contractor commits a material breach of any of the terms and conditions of the Call-off Contract;
  2. the Contractor has a bankruptcy order made against it or has made an arrangement with its creditors or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors or (being a body corporate) has convened a meeting of creditors or enters into liquidation or has a receiver or an administrative receiver appointed or is the subject of similar procedures under the law of any other state or a resolution is passed or a petition presented to any court for the Contractor’s winding up, or for the granting of an administration order, or any proceedings are commenced relating to the Contractor’s insolvency or possible insolvency;
  3. the Contractor ceases or threatens to cease to carry on business;
  4. the Customer reasonably apprehends that any of the events mentioned above are about to occur;
  5. in the Customer’s opinion the Contractor has abandoned the Contract; or
  6. the Contractor, their employee or anyone acting on their behalf corruptly offers, gives or agrees to give to anyone any inducement or reward in respect of this or any other Customer contract (even if the Contractor does not know this has been done), or commits an offence under the Bribery Act 2010, Section 117(2) of the Local Government Act 1972 or as listed in regulation 57(1) of the Public Contracts Regulation 2015.
3. The Customer may terminate this Call-off Contract by giving two (2) months written notice to the Contractor If a Force Majeure Events prevents, hinders or delays the Affected Party from performing its obligations under this Framework Agreement in any material respect for a period of three (3) consecutive months.
4. Following termination under clause 10, without prejudice to any other rights, the Customer may complete the Services or have them completed by a third party, using all materials, plant and equipment on the Premises belonging to the Contractor, and the Customer shall not be liable to make any further payment to the Contractor until the Services have been completed in accordance with the requirements of the Contract, and shall be entitled to deduct from any amount due to the Contractor the costs incurred by the Customer (including the Customer’s costs). If the total cost to the Customer exceeds the amount (if any) due to the Contractor, the difference shall be recoverable by the Customer from the Contractor.
DATA PROTECTION
1. The Customer shall be the Data Controller (as defined in the GDPR) and the Contractor shall be a Data Processor (as defined in the GDPR). The Data Processor must act only on the written instructions of the Customer as Data Controller. The Contractor must only engage a sub Data Processor as a subcontractor with the prior written consent of the Customer and under a written contract between the Data Processor and the sub Data Processor.
2. Both the Customer as Data Controller and the Contractor as Data Processor shall maintain a record of the type of Personal Data (as defined in the GDPR) held and the reasons for processing it under the Call-off Contract.
3. The Contractor shall ensure that persons processing the Personal Data on their behalf are subject to a duty of confidence and do not disclose Personal Data to any third parties other than to its employees and authorised sub-contractors to whom such disclosure is reasonably necessary in order for the Contractor to supply the Services;
4. Where the Contractor processes Personal Data as a necessary part of supplying the Services, the Contractor shall take appropriate technical and organisational security measures to ensure the security of processing against unauthorised or unlawful processing of Personal Data and accidental loss or destruction of or damage to Personal Data and inform the Customer, or on request supply written particulars of the measures taken.
5. The Contractor shall indemnify and keep indemnified the Customer against all actions, claims, costs, damages, deductions, expenses losses and liabilities incurred by the Customer as Data Controller in respect of any breach by the Contractor of its obligations under this Clause 11.
6. The Contractor as Data Processor must assist the Customer as Data Controller in providing Subject Access (as defined in the GDPR) and allowing Data Subjects (as defined in the GDPR) to exercise their rights under the General Data Protection Regulation.
7. The Contractor as Data Processor must assist the Customer as Data Controller in meeting its GDPR obligations in relation to the security of processing, the notification of Personal Data Breaches (as defined in the GDPR),and Data Protection Impact Assessments (as referred to in Article 35 of the GDPR).
8. The Contractor as Data Processor must submit to audits and inspections, provide the Customer as Data Controller with whatever information it needs to ensure that the Contractor is meeting its Data Processor obligations, and tell the Customer immediately if it is asked to do something infringing the GDPR.
9. Nothing in the Call-off Contract with the Contractor relieves the Data Processors of their own direct responsibilities under the GDPR.
10. The Contractor shall comply with the provisions of the GDPR and will indemnify the Customer against all actions costs expenses claims proceedings and demands which may be made or brought against the Customer for breach of statutory duty which arises from the use of disclosure or transfer of Personal Data by the Contractor.
11. At the end of the Contract, the Data Processor shall as the Customer requests delete, or return, all Personal Data to the Customer.
12. The Data Processor must, where requested, co-operate with the Information Commissioner’s Office.
13. The Data Processor shall keep records of data processing activities (as defined in the GDPR).
14. The Contractor shall inform the Customer promptly (and in any event within 24 hours) if any data or information related to the provision of the Call-off Contract with the Contractor is subject to unauthorised access, goes missing, is lost in error or is believed to have been lost or stolen, regardless of whether it was stored securely or otherwise.
15. The Contractor shall designate a person as their Data Protection Officer.
16. The Contractor and its Staff shall not transfer to or access any Personal Data from a country outside the United Kingdom without the prior written consent of the Council.
GENERAL
1. The Contractor shall not unlawfully discriminate within the meaning and scope of the Equality Legislation or any other law, enactment, order or regulation relating to discrimination on such grounds as age, race, gender, religion, disability, sexual orientation, or otherwise. The Contractor shall ensure compliance with this clause by all its Staff in the performance of the Services.
2. The Contractor acknowledges that the Customer is subject to the Best Value duty imposed on the Customer by Part 1 of the Local Government Act 1999 and the Contractor shall throughout the Term assist the Customer in discharging the Best Value duty by actively promoting, supporting and assisting the Customer in meeting its Best Value duty in respect of the Services.
3. The Contractor recognises that the Customer is subject to legal duties which may require the release of information under the Freedom of Information Act 2000 or the Environmental Information Regulations 2004 or any other applicable legislation or codes governing access to information and that the Customer may be under an obligation to provide information on request. Such information may include matters relating to, arising out of or under the Contract. The Contractor will assist the Customer to enable the Customer to comply with its obligations under the Freedom of Information Act 2000 or other applicable legislation governing access to information. The Contractor will respond to any such request for assistance from the Customer at its own cost and promptly and in any event within 5 working days of receiving the Customer’s request.
4. The Contractor acknowledges that the Customer has a duty under the Counter-Terrorism and Security Act 2015 (“CTSA”) to have due regard to the requirement to prevent people from being drawn into terrorism. The Contractor shall facilitate the Customer’s compliance with its duty pursuant to the CTSA and the Contractor shall have regard to the statutory guidance issued under section 29 of the CTSA and in particular the Provider shall ensure that its staff engaged in delivering services understand what radicalisation means and why people may be vulnerable to being drawn into terrorism and are aware of extremism and the relationship between extremism and terrorism. Where the Provider identifies or suspects that someone may be engaged in illegal terrorist related activity, the Provider must refer such person or activity to the police.
5. The Contractor shall allow persons nominated by the Customer access to all management records and documents in the possession of the Contractor in connection with the performance of the Call-off Contract, including all accounting records and financial information in the possession, custody or control of the Contractor or the Contractor’s auditors
6. Where the Call-off Contract with the Contractor requires the Contractor to make payments or collect income on behalf of the Customer, the Chief Finance Officer’s (or equivalent) rights of audit shall be reserved as if the Contractor was an employee of the Customer
7. The Contractor shall not be entitled to assign the Call-off Contract with the Contractor or any part of it or sub-contract any of its obligations without the Customer’s prior written consent.
8. The Customer reserves the right to defer the date of delivery or payment or to cancel the Call-off Contract with the Contractor or reduce the Services ordered if the Customer is prevented from or delayed in the carrying on the project or business for which the Services are required due to circumstances beyond the Customer’s reasonable control.
9. Any waiver by the Customer of any breach of, or default under, the Call-off Contract with the Contractor by the Contractor shall not be considered as a waiver of any subsequent breach of the Contract.
10. Failure or delay by the Customer in enforcing or partially enforcing any provision of the Call-off Contract with the Contractor shall not be construed as a waiver of any of the Customer’s rights under the Contract.
11. If any provision of the Call-off Contract with the Contractor is held by any competent authority to be invalid, void, voidable, unenforceable or unreasonable in whole or in part the validity of the other provisions of the Call-off Contract with the Contractor and the remainder of the provision in question shall continue in full force and effect.
12. The Call-off Contract with the Contractor shall be subject to English Law in all respects (including formation) and shall be construed and interpreted in accordance with English Law and shall be subject to the jurisdiction of the Courts of England.
13. This document supersedes all prior agreements of whatever nature and prevails over any other terms and conditions including but not limited to any standard conditions printed and/or contained on any invoice or quotation submitted by the Contractor.
FORCE MAJEURE
1. If a Force Majeure event (as described in clause 13.2) arises on or following the date of the Call-off Contract with the Contractor which directly causes the Contractor to be materially unable to comply with any of its obligations hereunder, the Contractor and the Customer may agree such terms as are appropriate for the continued performance of the Call-off Contract. If no such terms are agreed within one month of the commencement of the said event, and such event is continuing or its consequence remains such that the Contractor is materially unable to comply with its obligations, the parties hereby agree that the Call-off Contract with the Contractor shall thereupon terminate, subject to the provisions of Clause 10 (Termination). Failure by the Contractor to comply with its contractual obligations by reason of a Force Majeure event shall not constitute a breach of contract.
2. The events which are to be classified as Force Majeure events shall include each of the following:
  1. acts of God, natural flood, drought, exceptionally adverse weather conditions, earthquake or other natural disaster;
  2. epidemic or pandemic;
  3. terrorist attack, civil war, civil commotion or riots, war, threat or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of all diplomatic relations;
  4. nuclear, chemical or biological contamination or sonic boom;
  5. any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
  6. collapse of buildings, fire, explosion or accident;
  7. any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party); and
  8. Interruption or failure of utility service.

A Guidance document will be shared with Participating Authorities containing ranking of Contractors per Lot, contact details and price lists of Contractors per Lot

SUSTI Framework T&C’s