Terms and conditions for the supply of goods (pro-customer)

PROTECT- CONTRACT 

DRAFT AGREEMENT FOR 

HPC SYSTEM COLLABORATION 

FOR THE 

INTERNATIONAL CENTRE OF 

EXCELLENCE IN COMPUTATIONAL 

SCIENCE AND ENGINEERING (ICE-CSE) 

REFERENCE: PR110112 

Annex 7 

Contract Number : 

1


NOTE: The following draft agreement is based on upon a standard 

agreement for the supply of goods and services. Following 

identification of the preferred bidder, this draft agreement will be 

reviewed and amended in consultation with the preferred bidder to 

reflect the nature of the research collaboration aspects of this 

requirement. 

SECTION A 

This agreement is dated [ ] 2011. 

Parties 

(1) [FULL COMPANY NAME] incorporated and registered in England and Wales with 

company number [NUMBER] whose registered office is at [REGISTERED OFFICE 

ADDRESS] (Supplier). 

(2) The Science and Technology Facilities Council, established on 1 April 2007 

under the Science and Technology Act 1965, as a body incorporated by Royal 

Charter, of Polaris House, North Star Avenue, Swindon SN2 1SZ ( Customer). 

Agreed terms 

A1 

Interpretation 

A1-1 Definitions. In the Contract (as defined below), the following definitions apply: 

Acceptance Certificate: the certificate to be signed by the Customer under clause 

B5-5-1. 

Acceptance Date: the date on which the Acceptance Certificate is issued by the 

Customer under clause B5-5-1. 

Associated Bodies: the person(s) or firm(s) specified in the list entitled 

"Associated Bodies" which is published on RCUK SSC's website (at 

www.ssc.rcuk.ac.uk), as updated from time to time. 

Authorised Entities: the person(s) or firm(s) specified in the list entitled 

"Authorised Entities" which is published on RCUK SSC's website (at 

www.ssc.rcuk.ac.uk), as updated from time to time. 

Business Requirements Specification: the specification agreed between the 


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Customer and the Supplier which sets out the Customer's business requirements 

regarding the Hardware and Services, as annexed to an Order. 

Change Agreement: an agreement made under clause B3-7. 

Confidential Information: any confidential information, know how and data (in any 

form or medium) which relates to RCUK SSC, the Research Councils and / or the 

Customer (if different) or the Supplier, including information relating to the 

businesses of RCUK SSC, the Research Councils and / or the Customer (if 

different) or the Supplier and information relating to their staff, finances, policies and 

procedures. This includes information identified as confidential in the Order or the 

Special Conditions (if any) and includes the terms of this Agreement or the 

Contract, including, in particular, any terms relating to Price and payment 

Contract: the contract between the Customer and the Supplier for the sale and 

purchase of the Hardware and supply of the Services, in accordance with the terms 

of this Agreement, any Special Conditions and the Order only. 

Customer: the person(s) or firm(s) specified in the Order, provided that such 

person constitutes an Authorised Entity. 

Customer Hardware: the hardware owned or operated by the Customer and which 

the Hardware must interface with[, as set out in an Order]. 

Customer Representative: a person duly authorised by the Customer to act on its 

behalf for the purposes of this agreement, and identified to the Supplier in the Order 

or by written notice from the Customer. 

Customer Software: the software programs owned or operated by the Customer 

and which the Hardware will be required to interface with[, as contained in an 

Order]. 

Data Protection Law: all applicable data protection law and regulations in any 

jurisdiction. 

Deliverables: all documents, products and materials developed by the Supplier or 

its agents, contractors and employees as part of, or in relation to, the Services in 

any form, including computer programs, data, reports and specifications (including 

drafts). 

Delivery Note: 

has the meaning set out in clause B4-4-2. 

EIR: the Environmental Information Regulations 2004 together with any guidance 

and/or codes of practice issued by the Information Commissioner or relevant 

government department in relation to such regulations. 

FOIA: the Freedom of Information Act 2000 and any subordinate legislation made 

under the Act from time to time, together with any guidance and/or codes of practice 

issued by the Information Commissioner or relevant government department in 


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relation to such legislation. 

Information: has the meaning given under section 84 of FOIA. 

Hardware Installation Tests: the tests to be carried out by the Customer in relation 

to the Hardware as set out in an Order. 

Intellectual Property Rights: all patents, rights to inventions, utility models, 

copyright and related rights (including moral rights), trade marks, 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 right, 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. 

Manufacturers' Warranties: the warranties given by any third party manufacturer 

in relation to any item of the Hardware. 

Order: any order by the Customer for the Goods and Services, as set out in the 

Customer 's completed purchase order form (including any Specification) which is in 

the format of the pro forma order form attached at Schedule 1 or any other pro 

forma order form notified to the Supplier by RCUK SSC from time to time. For the 

avoidance of doubt, if the Customer's purchase order form is not in the format of the 

pro forma order form at Schedule 1 or any other pro forma order form notified to the 

Supplier by RCUK SSC from time to time, it will not constitute an Order. 

Personal Data: data subject to protection under Data Protection Law in any 

jurisdiction. 

Price: the price for the Hardware and Services as set out in an Order. 

Public Body: any part of the government of the United Kingdom including but not 

limited to the Northern Ireland Assembly and Executive Committee, the Scottish 

Executive and the National Assembly for Wales, local authorities, government 

ministers and government departments and government agencies. 

RCUK SSC Group: RCUK SSC and the Research Councils. 

Request for Information: a request for Information or an apparent request under 

FOIA or EIR. 

Research Councils: the Arts and Humanities Research Council, the Biotechnology 

and Biological Sciences Research Council, the Engineering and Physical Sciences 

Research Council, the Economic and Social Research Council, the Medical 

Research Council, the Natural Environment Research Council, the Science and 

Technology Facilities Council and any replacement or successor organisations to 

any of those bodies from time to time. 


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Services: the services, including without limitation any Deliverables, to be provided 

by the Supplier under the Contract as set out in the Order. 

Site(s): the location(s) at which the Hardware is to be installed as specified in an 

Order. 

Special Conditions: the special conditions set out in Schedule 2 

Specification: the specification of the Hardware and Services contained in the 

Order including any related plans and drawings and agreed between the Supplier 

and the Customer to meet the Business Requirements Specification. 

Supplier's Associate: any individual or entity associated with the Supplier 

including, without limitation, the Supplier's subsidiary, affiliated or holding 

companies and any employees, agents or contractors of the Supplier and / or its 

subsidiary, affiliated or holding companies or any entity that provides services for or 

on behalf of the Supplier. 

Supplier Representative: the representative of the Supplier appointed for the 

purpose of overseeing the Contract. 

VAT: value added tax chargeable under the Value Added Tax Act 1994 and any 

similar additional tax and any similar additional tax or any other similar turnover, 

sales or purchase tax or duty levied in any other jurisdiction. 

Working Day: a day (other than a Saturday, Sunday or public holiday or 27, 28, 29, 

30 and 31 December in any year) when banks in London are open for business. 

A1-2 Construction. In the Contract, unless the context requires otherwise, the following 

rules apply: 

A1-2-1 A person includes a natural person, corporate or unincorporated body 

(whether or not having separate legal personality). 

A1-2-2 A reference to a party includes its personal representatives, successors or 

permitted assigns. 

A1-2-3 A reference to a statute or statutory provision is a reference to such statute 

or provision 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. 

A1-2-4 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. 

A1-2-5 The headings in these Conditions are for ease of reference only and do not 

affect the interpretation or construction of the Contract. 


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A1-2-6 A reference to writing or written includes faxes and e-mails. 

A2 

Basis of contract 

A2-1 Where RCUK SSC is not the Customer, RCUK SSC is the agent of the Customer 

for the purpose of procurement and is authorised to negotiate and enter into 

contracts for the supply of Hardware and Services on behalf of the Customer. 

RCUK SSC will not itself be a party to, nor have any liability under, the Contract 

unless it is expressly specified as Customer in the Order. 

A2-2 The terms of this Agreement and the Order apply to the Contract to the exclusion of 

all other terms and conditions, including any other terms that the Supplier seeks to 

impose or incorporate (whether in any quotation, confirmation of order, in 

correspondence or in any other context), or which are implied by trade, custom, 

practice or course of dealing. 

A2-3 If there is any conflict or inconsistency between the terms of this Agreement and the 

Order (including any Specification), the terms of this Agreement will prevail over the 

Order (including any Specification), in each case to the extent necessary to resolve 

that conflict or inconsistency. 

A2-4 The Order constitutes an offer by the Customer to purchase the Hardware and 

Services in accordance with the terms of this Agreement. This offer shall remain 

valid for acceptance by the Supplier, in accordance with clause A2-5, for 28 days 

from the date of the Order. Notwithstanding that after 28 days the offer will have 

expired, the Customer may, at its discretion, nevertheless treat the offer as still valid 

and may elect to accept acceptance by the Supplier, in accordance with clause A2- 

5, as valid acceptance of the offer. 

A2-5 Subject to clause A2-4, the Order shall be deemed to be accepted on the date on 

which authorised representatives of both parties have signed a copy of the Order, at 

which point the Contract shall come into existence. The Contract shall remain in 

force until all the parties' obligations have been performed in accordance with the 

Contract, or until the Contract has been terminated in accordance with clauses B7- 

1-1 or A3. 

A3 

Termination 

A3-1 The Customer may terminate the Contract in whole or in part at any time before 

delivery with immediate effect by giving the Supplier written notice, whereupon the 

Supplier shall discontinue all work on the Contract. The Customer shall pay the 

Supplier fair and reasonable compensation for work-in-progress at the time of 

termination, but such compensation shall not include loss of anticipated profits or 

any consequential loss. The Supplier shall have a duty to mitigate its costs and 

shall on request provide proof of expenditure for any compensation claimed. 

A3-2 The Customer may terminate the Contract with immediate effect by giving written 

notice to the Supplier if: 


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A3-2-1 the Supplier breaches any terms of the Contract and (if such breach is 

capable or remedy) fails to remedy such breach within 30 days of being 

notified in writing of such breach; or 

A3-2-2 the Supplier suspends, or threatens to suspend, payment of its debts or is 

unable to pay its debts as they fall due or admits inability to pay its debts or 

(being a company) is deemed unable to pay its debts within the meaning of 

section 123 of the Insolvency Act 1986, or (being an individual) is deemed 

either unable to pay its debts or as having no reasonable prospect of so 

doing, in either case, within the meaning of section 268 of the Insolvency Act 

1986, or (being a partnership) has any partner to whom any of the foregoing 

apply; or 

A3-2-3 the Supplier commences negotiations with all or any class of its creditors 

with a view to rescheduling any of its debts, or makes a proposal for or 

enters into any compromise or arrangement with its creditors; or 

A3-2-4 a petition is filed, a notice is given, a resolution is passed, or an order is 

made, for or in connection with the winding up of the Supplier; or 

A3-2-5 a creditor or encumbrancer of the Supplier attaches or takes possession of, 

or a distress, execution, sequestration or other such process is levied or 

enforced on or sued against, the whole or any part of its assets and such 

attachment or process is not discharged within 14 days; or 

A3-2-6 an application is made to court, or an order is made, for the appointment of 

an administrator or if a notice of intention to appoint an administrator is given 

or if an administrator is appointed over the Supplier; or 

A3-2-7 a floating charge holder over the Supplier's assets has become entitled to 

appoint or has appointed an administrative receiver; or 

A3-2-8 a person becomes entitled to appoint a receiver over the Supplier's assets 

or a receiver is appointed over the Supplier's assets; or 

A3-2-9 any event occurs, or proceeding is taken, with respect to the Supplier in any 

jurisdiction to which it is subject that has an effect equivalent or similar to 

any of the events mentioned in clause A3-2-2 to clause A3-2-8 inclusive; or 

A3-2-10 the Supplier suspends, or threatens to suspend, or ceases or threatens to 

cease to carry on, all or substantially the whole of its business; or 

A3-2-11 the Supplier's financial position deteriorates to such an extent that in the 

Customer's opinion the Supplier's capability to adequately fulfil its 

obligations under the Contract has been placed in jeopardy; 


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A3-2-12 there is a change of control of the Supplier (within the meaning of section 

1124 of the Corporation Tax Act 2010) 

A3-3 Termination of the Contract, however arising, shall not affect any of the parties' 

rights and remedies that have accrued as at termination. Clauses which expressly 

or by implication survive termination or expiry of the Contract shall continue in full 

force and effect. 

A3-4 Without prejudice to clause A3-3, clauses B6-3, B6, B7, B8, B9-2-7, C1, C2, C6 and 

C8 shall survive the termination or expiry of the Contract and shall continue in full 

force and effect. 

A3-5 Upon termination or expiry of the Contract, the Supplier shall immediately: 

A3-5-1 cease all work on the Contract; 

A3-5-2 deliver to the Customer all Hardware and Deliverables which are ready for 

delivery (upon the Customer's election); 

A3-5-3 cease use of and return (or, at the Customer's election, destroy) all 

Customer Materials in the Supplier's possession or control; 

A3-5-4 cease all use of, and delete all copies of, RCUK SSCs and, where different 

the Customer's, Confidential Information. 

SECTION B 

B1 

Scope 

B1-1 The Supplier shall supply the Hardware and Services to the Customer in 

accordance with this agreement. 

B1-2 The supply under clause B1-1 and Price are subject to the terms and conditions set 

out in this agreement. 

B1-3 The Schedules to this agreement, together with any documents referred to in them, 

form an integral part of this agreement and any reference to this agreement means 

this agreement together with the Schedules and all documents referred to in them, 

and such amendments in writing as may subsequently be agreed between the 

parties. 

B2 

Supply of Hardware 

B2-1 The Supplier shall supply all items of Hardware, together with all related 

documentation provided by third party manufacturers of items of Hardware. 


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B2-2 The Supplier shall provide all cabling and other equipment needed for the 

installation of the Hardware at the Site(s), including any equipment needed to 

connect and interface Hardware with Customer Hardware. 

B2-3 For those items of Hardware manufactured by the Supplier, the Supplier undertakes 

to make spare parts available to the Customer at the Supplier's standard list price or 

any agreed discounted prices for at least five years from the Acceptance Date. 

B2-4 For those items of Hardware manufactured by third parties, the Supplier shall use 

all reasonable endeavours to get a similar undertaking to that contained in clause 

B2-3 from such third party manufacturers and will, in any event, provide the 

Customer with contact details for those entities known to the Supplier which provide 

spare parts for the items manufactured by such third parties. 

B3 

Hardware changes and technology substitution 

B3-1 The Customer may request changes to the Hardware in accordance with the 

procedures set out in clauses B3-2 to B3-7. 

B3-2 The Supplier undertakes to offer to the Customer, and the Customer may at any 

time before the relevant Hardware Delivery Date and at its sole discretion choose to 

obtain from the Supplier, any item of hardware in substitution for any corresponding 

item of Hardware where the substitute item contains new technology or has better 

performance characteristics than such item of Hardware. 

B3-3 As part of the offer, the Supplier shall notify the Customer of any change in the 

Price which would result from such substitution. 

B3-4 If the Customer chooses to obtain any such substitute item, the parties shall use 

their best endeavours to agree and execute a Change Agreement in accordance 

with clause B3-7. 

B3-5 The Customer may, by giving written notice to the Supplier at any time before the 

relevant Hardware Delivery Date, request a change to the Hardware. 

B3-6 Within seven Working Days of receipt of such notice, the Supplier shall, at its 

standard rates then in force, prepare for the Customer a written estimate of any 

increase or decrease in the Price, and of any effect that the requested change 

would have on the Hardware Delivery Date. 

B3-7 Within 14 Working Days of receipt of the written estimate referred to in clause B3-6, 

the Customer shall inform the Supplier in writing of whether or not the Customer 

wishes the requested change to be made. If the change is required, the Supplier 

shall not make the requested change until the parties have agreed and signed a 

written agreement (Change Agreement) specifying any changes to the Price. 


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B4 

Hardware delivery and delays 

B4-1 The Supplier shall deliver the items of Hardware to the Site(s) by the applicable 

Hardware Delivery Dates. 

B4-2 The Supplier shall supply to the Customer, within a reasonable time before any 

Hardware Delivery Date, such information and assistance as may be necessary to 

enable the Customer to prepare the Site(s) for the installation of the relevant item of 

Hardware. 

B4-3 The Customer shall, at its own expense, prepare the Site(s) in accordance with the 

information provided by the Supplier in advance of each Hardware Delivery Date. 

The Customer may request reasonable assistance from the Supplier to carry out 

such preparation without charge. 

B4-4 The Supplier shall ensure that: 

B4-4-1 the Hardware is properly packed and secured in such manner as to enable it 

to reach the Site in good condition; 

B4-4-2 each delivery of the Hardware is accompanied by a delivery note which 

shows the date of the Order, the Order number (if any), the type and 

quantity of the Hardware (including the code number of the Hardware, 

where applicable), special storage instructions (if any) and, if the Hardware 

are being delivered by instalments, the outstanding balance of Hardware 

remaining to be delivered (the Delivery Note); 

B4-4-3 it obtains, at its risk and expense, any export and import licences or other 

authorisations necessary for the export and import of the Hardware and it's 

transit through any country or territory; and 

B4-4-4 it deals with all customs formalities necessary for the export, import and 

transit of the Hardware, and will bear the costs of complying with those 

formalities and all duties, taxes and other charges payable for export, import 

and transit. 

B4-5 Delivery of the Hardware shall be completed on the completion of unloading the 

Hardware at the Site and in accordance with the provisions of this clause B4-5. The 

Supplier will unload the Hardware at its own risk as directed by RCUK or the 

Customer. The Hardware will remain at the risk of the Supplier until delivery to the 

Customer (including unloading) is complete, including that the Supplier has 

obtained sign-off of the Delivery Note by or on behalf of the Customer, at which 

point ownership of the Hardware shall transfer to the Customer. 

B5 

Hardware testing 

B5-1 Before delivering any item of Hardware to the Site(s), the Supplier shall carry out 

reasonable tests to ensure that such item is in operable condition and is capable of 

meeting the requirements of the Specification once properly installed. 


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B5-2 Following delivery of each item of Hardware, the Customer shall carry out the 

Hardware Installation Tests applicable to that item and shall supply the Customer 

with copies of the test results. 

B5-3 If any item of the Hardware fails to pass the applicable Hardware Installation Tests 

then the Supplier shall have 14 days in which to remedy the deficiency, and the 

relevant test(s) shall be repeated within a reasonable time. 

B5-4 If the item of Hardware fails, in some material respect, to pass such repeated 

Hardware Installation Tests then the Customer may, by written notice to the 

Supplier, choose at its sole discretion to specify (without prejudice to the 

Customer's other rights and remedies) a new date for carrying out further tests on 

the same terms and conditions. If the item of Hardware fails such further tests then 

the Customer may: 

B5-4-1 request a repeat test under this clause B5-4; or 

B5-4-2 accept the item of Hardware subject to such change of acceptance criteria, 

amendment of the Business Requirements Specification and/or reduction in 

the Price as, after taking into account all the relevant circumstances, is 

reasonable; or 

B5-4-3 if the Supplier is unable to correct material defects within a period of one 

month from the start of the Hardware Installation Tests under clause B5-2, 

reject the item of Hardware as not conforming to this agreement, in which 

case the Customer may terminate this agreement. 

B5-5 Acceptance of the Hardware shall be deemed to have occurred on whichever is the 

earliest of: 

B5-5-1 the signing by the Customer of an Acceptance Certificate for the last of the 

Hardware to pass the Hardware Installation Tests; or 

B5-5-2 the expiry of 28 days after the completion of all the Hardware Installation 

Tests, unless the Customer has given any written notice under clause B5-4; 

or 

B5-5-3 the use of the Hardware by the Customer in the normal course of its 

business. 

B6 

Hardware warranties 

B6-1 The warranties given in this clause B6 are in addition to the warranties given in 

other parts of this agreement. 

B6-2 The Supplier warrants that: 

B6-2-1 the Hardware will: 


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B-1-6-1-a 

B-1-6-1-b 

B-1-6-1-c 

B-1-6-1-d 

B-1-6-1-e 

B-1-6-1-f 

B-1-6-1-g 

correspond with their description in the Order and the 

Specification; 

be new and of satisfactory quality; 

meet all the requirements of the Business Requirements 

Specification; 

at the Acceptance Date, and for 36 months after that date, will 

perform in accordance with the Specification; 

be compatible with the Customer Hardware and Customer 

Software; and 

be supplied in accordance with all applicable legislation in force 

from time to time; 

be compliant with all requirements for use within the United 

Kingdom, including without limitation electrical and safety 

standards. 

B6-2-2 the Supplier will pass on to the Customer the benefits of any Manufacturer's 

Warranties 

B6-3 The Supplier shall within 30 days of transferring the Manufacturer's Warranties as 

provided for in clause B6-2-2 provide to the Customer written notice confirming the 

assignment together with evidence of assignment and associated documentation. 

B6-4 The Supplier 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 Contract. 

B6-5 The Customer's rights under the Contract are without prejudice to and in addition to 

the statutory terms implied in favour of the Customer under the Sale of Goods Act 

1979 and any other applicable legislation. 

B7 

Remedies 

B7-1 If the Hardware is not delivered on the Hardware Delivery Date, or does not comply 

with the warranties set out in clause B6 or the Supplier has otherwise not supplied 

the Hardware in accordance with, or the Supplier has failed to comply with, any of 

the terms of the Contract, then, without limiting any of its other rights or remedies, 

the Customer shall have the right, at its discretion, to any one or more of the 

following remedies, whether or not it has accepted the Hardware or any part of 

them: 

B7-1-1 to terminate the Contract; 


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B7-1-2 to reject the Hardware (in whole or in part) and return them to the Supplier at 

the Supplier's own risk and expense; 

B7-1-3 to require the Supplier to remedy any defect in, repair or replace the rejected 

Hardware, or to provide a full refund of the price of the rejected Hardware; 

B7-1-4 to refuse to accept any subsequent delivery of the Hardware which the 

Supplier attempts to make without any liability to the Supplier; 

B7-1-5 to recover from the Supplier any costs incurred by the Customer in obtaining 

substitute hardware from a third party; and 

B7-1-6 to claim damages for any other costs, loss or expenses incurred by RCUK 

or the Customer which are in any way attributable to the Supplier's failure to 

carry out its obligations under the Contract. 

B7-2 The terms of this Agreement shall apply to any repaired or replacement Hardware 

supplied by the Supplier. 

B7-3 The Supplier shall indemnify, and shall keep indemnified, the Customer in full and 

hold the Customer harmless against all claims, costs, expenses, damages and 

losses, whether direct or indirect (including loss of profits, loss of business, 

depletion of goodwill and similar losses), including any interest, penalties, and legal 

and other professional fees and expenses awarded against or incurred or paid by 

the Customer as a result of or in connection with: 

B7-3-1 any claim made against RCUK SSC or the Customer for actual or alleged 

infringement of a third party's intellectual property rights arising out of, or in 

connection with, the manufacture, supply or use of the Hardware, the use or 

supply of the Services, to the extent that the claim is attributable to the acts 

or omissions of the Supplier, its employees, agents or subcontractors; 

B7-3-2 any claim made against RCUK SSC or the Customer by a third party arising 

out of, or in connection with, the supply of the Hardware and Services, to the 

extent that such claim arises out of the breach, negligent performance or 

failure or delay in performance of the Contract by the Supplier, its 

employees, agents or subcontractors; and 

B7-3-3 any claim made against RCUK or the Customer by a third party for death, 

personal injury or damage to property arising out of, or in connection with, 

defects in Hardware, to the extent that the defect in the Hardware is 

attributable to the acts or omissions of the Supplier, its employees, agents or 

subcontractors. 

This clause B7-3 shall survive termination or expiry of the Contract. 

B7-4 The Customer's rights and remedies under these Conditions are in addition to its 

rights and remedies implied by statute and common law. 


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B7-5 If the Supplier fails to perform the Services by the applicable dates, RCUK SSC or 

the Customer shall, without limiting its other rights or remedies, have one or more of 

the following rights: 

B7-5-1 to terminate the Contract with immediate effect by giving written notice to the 

Supplier; 

B7-5-2 to refuse to accept any subsequent performance of the Services (including 

delivery of Deliverables) which the Supplier attempts to make; 

B7-5-3 to recover from the Supplier any costs incurred by RCUK SSC or the 

Customer in obtaining substitute services from a third party; 

B7-5-4 where the Customer has paid in advance for Services that have not been 

provided by the Supplier, to have such sums refunded by the Supplier; or 

B7-5-5 to claim damages for any additional costs, loss or expenses incurred by 

RCUK SSC or the Customer which are in any way attributable to the 

Supplier's failure to meet such dates. 

B7-6 The Contract shall extend to any substituted or remedial services provided by the 

Supplier. 

B7-7 The Customer's rights under the Contract are in addition to its rights and remedies 

implied by statute and common law. 

B8 

Title, risk and use 

B8-1 Title and risk in the Hardware shall pass to the Customer on completion of delivery. 

B8-2 The Supplier warrants that it has full clear and unencumbered title to the Hardware 

and that upon completion of delivery the Supplier has full and unrestricted rights to 

sell and transfer absolutely all Hardware to the Customer. 

B9 

Supply of Services 

B9-1 The Supplier shall meet any performance dates for the Services (including the 

delivery of Deliverables) specified in the Order or notified to the Supplier by the 

Customer. 

B9-2 In providing the Services, the Supplier shall: 

B9-2-1 co-operate with the Customer in all matters relating to the Services, and 

comply with all instructions of the Customer; 

B9-2-2 perform the Services with the best care, skill and diligence in accordance 

with best practice in the Supplier's industry, profession or trade; 


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B9-2-3 use personnel who are suitably skilled and experienced to perform tasks 

assigned to them, and in sufficient number to ensure that the Supplier's 

obligations are fulfilled in accordance with the Contract; 

B9-2-4 ensure that the Services and Deliverables will conform with all descriptions 

and specifications set out in the Order, and that the Deliverables shall be fit 

for any purpose expressly or impliedly made known to the Supplier by the 

Customer; 

B9-2-5 provide all equipment, tools and vehicles and such other items as are 

required to provide the Services; 

B9-2-6 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 Customer, will be free from defects in 

workmanship, installation and design; 

B9-2-7 obtain and at all times maintain all necessary licences and consents, and 

comply with all applicable laws and regulations; 

B9-2-8 observe all health and safety rules and regulations and any other security 

requirements that apply at any of the Customer's premises; and 

B9-2-9 not do or omit to do anything which may cause the Customer to lose any 

licence, authority, consent or permission on which it relies for the purposes 

of conducting its business, and the Supplier acknowledges that the 

Customer may rely or act on the Services. 

B9-3 The Customer's rights under the Contract are without prejudice to and in addition to 

the statutory terms implied in favour of the Customer under the Supply of Goods 

and Services Act 1982 and any other applicable legislation. 

B9-4 Without prejudice to the Customer's statutory rights, the Customer will not be 

deemed to have accepted any Deliverables until the Customer has had at least 14 

Working Days after delivery to inspect them and the Customer also has the right to 

reject any Deliverables as though they had not been accepted for 14 Working Days 

after any latent defect in the Deliverables has become apparent. 

B9-5 If, in connection with the supply of the Services, the Customer permits any 

employees or representatives of the Supplier to have access to any of the 

Customer's premises, the Supplier will ensure that, whilst on the Customer's 

premises, the Supplier's employees and representatives comply with: 

B9-5-1 all applicable health and safety, security, environmental and other legislation 

which may be in force from time to time; and 

B9-5-2 any Customer policy, regulation, code of practice or instruction relating to 

health and safety, security, the environment or access to and use of any 

Customer laboratory, facility or equipment which is brought to their attention 

or given to them whilst they are on Customer premises by any employee or 


15


representative of the Customer. 

B9-6 The Supplier warrants that the provision of Services shall not give rise to a transfer 

of any employees of the Supplier or any third party to RCUK SSC or the Customer 

pursuant to TUPE. 

B10 

Customer's obligations 

B10-1 The Customer shall: 

B10-1-1 provide the Supplier with reasonable access at reasonable times to the 

Customer's premises for the purpose of providing the Services; and 

B10-1-2 provide such information to the Supplier as the Supplier may reasonably 

request and the Customer considers reasonably necessary for the purpose 

of providing the Services. 

B11 

Customer property 

B11-1 The Supplier acknowledges that all information (including confidential information), 

equipment and tools, drawings, specifications, data, software and any other 

materials supplied by RCUK SSC and the Customer to the Supplier (Customer 

Materials ) and all rights in the Customer Materials are and shall remain at all times 

the exclusive property of RCUK SSC or the Customer (as appropriate). The 

Supplier shall keep the Customer Materials in safe custody at its own risk, maintain 

them in good condition until returned to RCUK SSC or the Customer, and not 

dispose or use the same other than for the sole purpose of performing the 

Supplier's obligations under the Contract and in accordance with RCUK SSC's or 

the Customer's written instructions or authorisation. 

B12 

Price and payment 

B12-1 The price of the Hardware and Services shall be the price set out in the Order. 

B12-2 Unless stated otherwise, the price of the Hardware and Services excludes amounts 

in respect of value added tax (VAT) or other applicable sales tax, but includes the 

costs of all materials, costs charges, expenses, packaging, insurance and carriage 

of the Hardware. VAT and other taxes and duties shall be shown separately. No 

extra charges shall be effective unless agreed in writing and signed by or on behalf 

of the Customer. 

B12-3 The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the 

Supplier such additional amounts in respect of VAT as are chargeable on the 

supply of the Hardware at the statutory rate in force at the relevant time. 

B12-4 The Supplier shall invoice the Customer for the Hardware upon completion of 

delivery and acceptance. Service costs, if not included within the initial Hardware 

costs, shall be payable monthly in arrears. 


16


B12-5 The Customer shall pay correctly rendered invoices within 30 days of receipt of the 

invoice. Payment shall be made to the bank account nominated in writing by the 

Supplier. 

B12-6 The Supplier acknowledges and agrees that it will pay correctly rendered invoices 

from any of its suppliers or other sub-contractors within 30 days of receipt of the 

invoice. 

B12-7 If a party fails to make any payment due to the other under the Contract by the due 

date for payment (due date), then the defaulting party shall pay interest on the 

overdue amount at the rate of 4% per annum above [FULL NAME OF BANK]'s base 

lending rate from time to time. Such interest shall accrue on a daily basis from the 

due date until the date of actual payment of the overdue amount, whether before or 

after judgment. The defaulting party shall pay the interest together with the overdue 

amount. This clause shall not apply to payments the defaulting party disputes in 

good faith. 

B12-8 The Supplier shall not be entitled to assert any credit, set-off or counterclaim 

against the Customer in order to justify withholding payment of any such amount in 

whole or in part. The Customer may, without limiting any other rights or remedies it 

may have, set off any amount owed to it by the Supplier against any amounts 

payable by it to the Supplier under the Contract. 

B13 

Insurance 

B13-1 During the term of the Contract and for a period of 3 years thereafter, the Supplier 

shall maintain in force the following insurance policies with reputable insurance 

companies: 

B13-1-1 public liability insurance for not less than £5 million per claim; and 

B13-1-2 product liability insurance for not less than £5 million for claims arising from 

any single event and not less than £15 million in aggregate for all claims 

arising in an year. 

B13-1-3 employers liability insurance for not less than £5 million per claim 

B13-2 The Supplier shall ensure that the Customer's interest is noted on each insurance 

policy, or that a generic interest clause has been included. 

B13-3 On the Customer's written request, the Supplier shall provide the Customer with 

copies of the insurance policy certificates and details of the cover provided. 

B13-4 The Supplier shall ensure that any subcontractors also maintain adequate 

insurance having regard to the obligations under the Contract which they are 

contracted to fulfil. 

B13-5 The Supplier shall: 


17


B13-5-1 do nothing to invalidate any insurance policy or to prejudice the Customer's 

entitlement under it; and 

B13-5-2 notify the Customer if any policy is (or will be) cancelled or its terms are (or 

will be) subject to any material change. 

B13-6 The Supplier's liabilities under the Contract shall not be deemed to be released or 

limited by the Supplier taking out the insurance policies referred to in clause B9-2-8. 

SECTION C 

C1 

Confidential information 

C1-1 A party to the Contract who receives Confidential Information relating to the other 

party shall keep in strict confidence (both during the term of the Contract and after 

its expiry or termination) all Confidential Information which is disclosed to it. That 

party shall only disclose such Confidential Information to those of its employees, 

agents or subcontractors who need to know the same for the purpose of 

discharging that party's obligations under this Agreement and / or the Contract, and 

shall ensure that such employees, agents or subcontractors shall keep all such 

information confidential in accordance with this clause C1. Neither party shall, 

without the prior written consent of the other party, disclose to any third party any 

Confidential Information, unless the information: 

C1-1-1 was public knowledge or already known to that party at the time of 

disclosure; or 

C1-1-2 subsequently becomes public knowledge other than by breach of the 

Contract; or 

C1-1-3 subsequently comes lawfully into the possession of that party from a third 

party; or 

C1-1-4 is agreed by the parties not to be confidential or to be disclosable. 

C1-2 To the extent necessary to implement the provisions of the Contract (but not further 

or otherwise), either party may disclose the Confidential Information to any relevant 

governmental or other authority or regulatory body, provided that before any such 

disclosure that party shall make those persons aware of its obligations of 

confidentiality under the Contract and shall use its endeavours to obtain a binding 

undertaking as to confidentiality from all such persons. 

C1-3 All documents and other records (in whatever form) containing Confidential 

Information supplied to or acquired by a party from the other party shall be returned 

promptly to the other party on expiry or termination of the Contract, and no copies 

shall be kept. 


18


C2 

Transparency 

C2-1 The Supplier acknowledges that the United Kingdom Government’s transparency 

agenda requires that contracts, such as this Agreement and the Contract, and any 

sourcing document, such as the invitation to sourcing, are published on a 

designated, publicly searchable web site. 

C2-2 The Supplier acknowledges that, except for any information which is exempt from 

disclosure in accordance with the provisions of FOIA (as defined in clause C6), the 

content of this Agreement and the Contract are not Confidential Information. RCUK 

SSC and the Customer shall be responsible for determining in their absolute 

discretion whether any of the content of this Agreement or the Contract is exempt 

from disclosure in accordance with the provisions of the FOIA. 

C2-3 Notwithstanding any other term of this Agreement or the Contract, the Supplier 

hereby consents to the Customer and / or RCUK SSC publishing this Agreement 

and / or the Contract in their entirety, (but with any information which is exempt from 

disclosure in accordance with the provisions of the FOIA redacted) including from 

time to time agreed changes to this Agreement or the Contract, to the general 

public. 

C3 

Corruption 

C3-1 The Customer shall be entitled to terminate the Contract immediately and to recover 

from the Supplier the amount of any loss resulting from such termination if the 

Supplier or a Supplier's Associate: 

C3-1-1 offers or agrees to give any person working for or engaged by RCUK SSC, 

the Customer or any Public Body any favour, gift or other consideration, 

which could act as an inducement or a reward for any act or failure to act 

connected to the Contract, or any other agreement between the Supplier 

and RCUK SSC or the Customer or any Public Body, including its award to 

the Supplier or a Supplier's Associate and any of the rights and obligations 

contained within it; 

C3-1-2 has entered into the Contract if it has knowledge that, in connection with it, 

any money has been, or will be, paid to any person working for or engaged 

by RCUK SSC, the Customer or any Public Body by or for the Supplier, or 

that an agreement has been reached to that effect, unless details of any 

such arrangement have been disclosed in writing to RCUK SSC or the 

Customer before the Contract is entered into; 

C3-1-3 breaches the provisions of the Prevention of Corruption Acts 1889 to 1916, 

or the Bribery Act 2010; or 

C3-1-4 gives any fee or reward the receipt of which is an offence under Section 

117(2) of the Local Government Act 1972. 

C3-2 For the purposes of Condition C3-1, "loss" shall include, but shall not be limited to: 


19


C3-2-1 RCUK SSC's or the Customer's costs in finding a replacement supplier; 

C3-2-2 direct, indirect and consequential losses; and 

C3-2-3 any loss suffered by RCUK SSC or the Customer as a result of a delay in 

its receipt of the Goods. 

C4 

Force majeure 

C4-1 If any event or circumstance that is beyond the reasonable control of the Supplier, 

and which by its nature could not have been foreseen by the Supplier or, if it could 

have been foreseen, was unavoidable, (provided that the Supplier shall use all 

reasonable endeavours to cure any such events or circumstances and resume 

performance under the Contract) prevent the Supplier from carrying out its 

obligations under the Contract for a continuous period of more than 20 Business 

Days, the Customer may terminate this Contract immediately by giving written 

notice to the Supplier. 

C5 

Data protection 

C5-1 The Supplier shall comply at all times with all data protection legislation applicable 

in the UK from time to time 

C6 

Freedom of information 

C6-1 In this clause, the following words shall have the following meanings: 

EIR: the Environmental Information Regulations 2004 together with any guidance 

and/or codes of practice issues by the Information Commissioner or relevant 

government department in relation to such regulations. 

FOIA: the Freedom of Information Act 2000 and any subordinate legislation made 

under the 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. 

Information: has the meaning given under section 84 of FOIA. 

Request for Information: a request for Information or an apparent request under 

FOIA or EIR. 

C6-2 The Supplier acknowledges that the Customer and RCUK SSC may be subject to 

the requirements of FOIA and EIR and shall assist and co-operate with the 

Customer or RCUK SSC (at the Customer's or RCUK SSC's expense) to enable 

them to comply with its obligations under FOIA and EIR. The Supplier shall act in 

accordance with the FOIA, the EIR and any other similar codes of practice or 

guidance from time to time. 


20


C6-3 The Consultant Company shall and shall procure that its employees, agents, subcontractors 

and any other representatives, including the Individual, shall: 

C6-3-1 transfer any Request for Information to the Engaging Entity or the RCUK 

SSC Group as soon as practicable after receipt and in any event within 

two Business Days of receiving a Request for Information; 

C6-3-2 provide the Engaging Entity or the RCUK SSC Group with a copy of all 

Information in its possession or power in the form that the Engaging Entity 

or the RCUK SSC Group requires within five Business Days (or such other 

period as the Engaging Entity or the Customer may specify) of the 

Engaging Entity or the RCUK SSC Group requesting that Information; and 

C6-3-3 provide all necessary assistance as reasonably requested by the 

Engaging Entity or the RCUK SSC Group to enable the Engaging Entity or 

the RCUK SSC Group to respond to a Request for Information within the 

time for compliance set out in section 10 of FOIA or regulation 5 of EIR. 

C6-4 The Engaging Entity or the RCUK SSC Group shall be responsible for determining 

(in its absolute discretion) whether any Information: 

C6-4-1 is exempt from disclosure in accordance with the provisions of FOIA or 

EIR; 

C6-4-2 is to be disclosed in response to a Request for Information, 

and in no event shall the Consultant Company respond, or permit the Individual to 

respond, directly to a Request for Information unless expressly authorised to do so 

in writing by the Engaging Entity or the RCUK SSC Group. 

C6-5 The Supplier acknowledges that the Engaging Entity or the RCUK SSC Group may 

be obliged under the FOIA or EIR to disclose Information: 

C6-5-1 without consulting with the Consultant Company or the Individual, or 

C6-5-2 following consultation with the Consultant Company or Individual and 

having taken its views into account. 

C6-6 Where clause C6-4-2 applies the Engaging Entity or the RCUK SSC Group shall, in 

accordance with any recommendations issued under any code of practice issued 

under section 45 of FOIA, take reasonable steps, where appropriate, to give the 

Consultant Company advanced notice, or failing that, to draw the disclosure to the 

Consultant Company's attention as soon as practicable after any such disclosure. 


21


C7 

Dispute resolution procedure 

C7-1 Save where there is a statutory process with mandatory application for the 

resolution of a specific type of dispute between the Parties, the Parties shall attempt 

in good faith to negotiate a settlement to any dispute between them arising out of or 

in connection with the Agreement within twenty (20) Working Days of either Party 

notifying the other of the dispute and such efforts shall involve the escalation of the 

dispute to the Chief Procurement Officer (or equivalent) of each Party. 

C7-2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking 

from any court of competent jurisdiction an interim order restraining the other Party 

from doing any act or compelling the other Party to do any act. 

C7-3 If the dispute cannot be resolved by the Parties pursuant to Clause C7-1 the Parties 

shall refer it to mediation pursuant to the procedure set out in Clause C7-5 unless 

(a) the Authority considers that the dispute is not suitable for resolution by 

mediation; or (b) the Provider does not agree to mediation. 

C7-4 The obligations of the Parties under the Agreement shall not be suspended, cease 

or be delayed by the reference of a dispute to mediation and the Provider and the 

Staff shall comply fully with the requirements of the Agreement at all times. 

C7-5 The procedure for mediation and consequential provisions relating to mediation are 

as follows:- 

C7-5-1 a neutral adviser or mediator ("the Mediator") shall be chosen by 

Agreement between the Parties or, if they are unable to agree upon a 

Mediator within ten (10) Working Days after a request by one Party to the 

other or if the Mediator agreed upon is unable or unwilling to act, either 

Party shall within ten (10) Working Days from the date of the proposal to 

appoint a Mediator or within 10 Working Days of notice to either Party that 

he is unable or unwilling to act, apply to the Centre for Effective Dispute 

Resolution (CEDR) to appoint a Mediator. 

C7-5-2 The Parties shall within ten (10) Working Days of the appointment of the 

Mediator meet with him in order to agree a programme for the exchange of 

all relevant information and the structure to be adopted for negotiations to 

be held. If considered appropriate, the Parties may at any stage seek 

assistance from the Centre for Effective Dispute Resolution (CEDR) to 

provide guidance on a suitable procedure. 

C7-6 Unless otherwise agreed, all negotiations connected with the dispute and any 

settlement Agreement relating to it shall be conducted in confidence and without 

prejudice to the rights of the Parties in any future proceedings. 

C7-7 If the Parties reach Agreement on the resolution of the dispute, the Agreement shall 

be reduced to writing and shall be binding on the Parties once it is signed by their 

duly authorised representatives. 


22


C7-8 Failing Agreement, either of the Parties may invite the Mediator to provide a nonbinding 

but informative opinion in writing. Such an opinion shall be provided on a 

without prejudice basis and shall not be used in evidence in any proceedings 

relating to the Agreement without the prior written consent of both Parties. 

C7-9 If the Parties fail to reach Agreement in the structured negotiations within sixty (60) 

Working Days of the Mediator being appointed, or such longer period as may be 

agreed by the Parties, then any dispute or difference between them may be referred 

to the Courts. 

C8 

General 

C8-1 Entire agreement. 

C8-1-1 The Contract constitutes the entire agreement between the Customer and 

the Supplier in relation to the supply of the Hardware and the Contract 

supersedes any earlier agreements, arrangements and understandings 

relating to that subject matter. 

C8-2 Liability. 

C8-2-1 Where the Customer is more than one person, the liability of each such 

person for their respective obligations and liabilities under the Contract 

shall be several and shall extend only to any loss or damage arising out of 

each such person's own breaches. 

C8-2-2 Where the Customer is more than one person and more than one of such 

persons is liable for the same obligation or liability, liability for the total sum 

recoverable will be attributed to the relevant persons in proportion to the 

price payable by each of them under the Contract. 

C8-3 Assignment and subcontracting. 

C8-3-1 The Customer may at any time assign, transfer, charge, subcontract or 

deal in any other manner with any or all of its rights or obligations under 

the Contract. 

C8-3-2 The Supplier may not assign, transfer, charge, subcontract or deal in any 

other manner with any or all of its rights or obligations under the Contract 

without the Customer's prior written consent. 

C8-4 Further assurance. 

C8-4-1 The Supplier will promptly at RCUK or the Customer's request do (or 

procure to be done) all such further acts and things, including the 

execution of all such other documents, as the Customer may from time to 

time require for the purpose of securing for the Customer the full benefit of 


23


the Contract, including ensuring that all title in the Hardware is transferred 

absolutely to the Customer. 

C8-5 Notices. 

C8-5-1 Any notice or other communication given to a party under or in connection 

with the Contract shall be in writing, addressed to: 

C8-5-1-a 

C8-5-1-b 

in the case of the Customer: [Procurement Specialist name]; 

Address: North Star House, North Star Avenue, Swindon, 

Wiltshire SN2 1FF; Fax: [NUMBER]; Email: [ADDRESS] (and a 

copy of such notice or communication shall be sent to: Chief 

Procurement Officer, North Star House, North Star Avenue, 

Swindon, Wiltshire SN2 1FF); 

in the case of the Supplier: the address and fax number set out in the 

Order, 

or any other address or fax number which that party may have specified to 

the other party in writing in accordance with this clause C8-5, and shall be 

delivered personally, or sent by pre-paid first-class post, recorded delivery, 

commercial courier or fax. 

C8-5-2 A notice or other communication shall be deemed to have been received: 

if delivered personally, when left at the address referred to in clause C8-5- 

1; if sent by pre-paid first-class post or recorded delivery, at 9.00 am on 

the second Working Day after posting; if delivered by commercial courier, 

on the date and at the time that the courier's delivery receipt is signed; or, 

if sent by fax between the hours of 9.00am and 5.00pm on a Working Day, 

upon successful transmission (provided that the sender holds written 

confirmation automatically produced by the sender's fax machine of error 

free and complete transmission of that fax to the other party's fax number), 

or if sent by fax outside the hours of 9.00am and 5.00pm on a Working 

Day, at 9.00am on the next Working Day following successful transmission 

(provided that the sender holds written confirmation automatically 

produced by the sender's fax machine of error free and complete 

transmission of that fax to the other party's fax number). 

C8-5-3 This clause C8-5-3 shall only apply where RCUK is not the Customer. In 

such cases, RCUK may give or receive any notice under the Contract on 

behalf of the Customer and any notice given or received by RCUK will be 

deemed to have been given or received by the Customer. 

C8-5-4 [The Supplier irrevocably appoints and authorises [NAME] of [ADDRESS] 

(or such other person, being a firm of [solicitors] resident in England, as 

the Supplier may by notice substitute) to accept service on behalf of the 

Supplier of all legal process and service on [NAME] (or any such 

substitute) shall be deemed to be service on the Supplier]] 


24


C8-5-5 The provisions of this clause C8-5 shall not apply to the service of any 

proceedings or other documents in any legal action. 

C8-6 Severance. 

C8-6-1 If any court or competent authority finds that any provision of the Contract 

(or part of any provision) is invalid, illegal or unenforceable, that provision 

or part-provision shall, to the extent required, be deemed to be deleted, 

and the validity and enforceability of the other provisions of the Contract 

shall not be affected. 

C8-6-2 If any invalid, unenforceable or illegal provision of the Contract would be 

valid, enforceable and legal if some part of it were deleted, the provision 

shall apply with the minimum modification necessary to make it legal, valid 

and enforceable. 

C8-7 Waiver. A waiver of any right or remedy under the Contract is only effective if given 

in writing and shall not be deemed a waiver of any subsequent breach or default. 

No failure or delay by a party to exercise any right or remedy provided under the 

Contract or by law shall constitute a waiver of that or any other right or remedy, nor 

shall it preclude or restrict the further exercise of that or any other right or remedy. 

No single or partial exercise of such right or remedy shall preclude or restrict the 

further exercise of that or any other right or remedy. 

C8-8 No partnership, employment or agency. Nothing in the Contract creates any 

partnership or joint venture, nor any relationship of employment, between the 

Supplier and either RCUK or the Customer. Nothing in the Contract creates any 

agency between the Supplier and either RCUK or the Customer. 

C8-9 Third party rights. A person who is not a party to this Contract shall not have any 

rights under or in connection with it, except that RCUK SSC and any member of the 

RCUK SSC Group, Associated Bodies or Authorised Entities that derives benefit 

under this Contract may directly enforce or rely on any terms of this Contract. 

C8-10 Variation. Any variation to the Contract, including any changes to the Hardware, 

these Conditions, the Special Conditions or the Order, including the introduction of 

any additional terms and conditions, shall only be binding when agreed in writing by 

or on behalf of the Customer and the Supplier. 

C8-11 Counterparts. This Agreement and the Contract may be signed in counterparts, 

each of which, when signed, shall be an original and both of which together 

evidence the same agreement. 

C8-12 Governing law and jurisdiction. 

C8-12-1 Subject to clause C8-12-2, the Contract, and any dispute or claim arising 

out of or in connection with it or its subject matter or formation (including 

non-contractual disputes or claims), shall be governed by, and construed 

in accordance with, English law, and the parties irrevocably submit to the 


25


exclusive jurisdiction of the courts of England and Wales 

C8-12-2 The Customer shall be free to enforce its intellectual property rights in any 

jurisdiction. 

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


26


Schedule 1 Order 


27


Schedule 2 Special Conditions 

X1. Training 

X1.1 If requested by RCUK SSC or the Customer, the Contract price 

shall include the cost of instruction of RCUK SSC or the 

Customer's personnel in the use of the Goods, such instruction to 

be in accordance with the any details mentioned in the 

Specification. 

X2. Transit 

X2.1 On dispatch of the Goods (or any consignment thereof, where 

delivery in instalments has been agreed) the Supplier shall send 

to RCUK SSC or the Customer at the address for delivery of the 

Goods specified in [the Delivery Note or in the Order] an advice 

note specifying the means of transport, the place and date of 

dispatch, the number of packages and their weight and volume, 

such advice note to reach RCUK SSC or the Customer in advance 

of the Goods. 

X2.2 Where the Goods in transit fail to be delivered to RCUK SSC or the 

Customer, the Supplier will, free of charge to RCUK SSC or the 

Customer, replace the Goods, and deliver the replacement Goods in 

accordance with timescales reasonably specified by RCUK SSC or the 

Customer. 

X3. Rejection of the Goods 

X3.1 RCUK SSC or the Customer may reject any part of the Goods 

which on inspection are found not to conform with the 

Specification or with any samples obtained from the Supplier. 

Upon the written request of RCUK SSC or the Customer, samples 

of Goods shall be submitted by the Supplier to RCUK SSC or the 

Customer for evaluation and approval at the Supplier's cost and 

expense and all subsequent deliveries of the Goods shall comply 

in all material respects with the quality of such samples. If RCUK 

SSC or the Customer elects to reject Goods pursuant to this 

Clause X3 it must send a notice of rejection to the Supplier within 

a reasonable time and in any event no later than eight (8) Working 

Days from the day it decides to reject the relevant Goods. 

X3.2 Where RCUK SSC or the Customer rejects, in accordance with 

the provisions of this Clause X3, any Goods or part thereof after 

delivery, the Supplier shall: 

X.3.2.1 


(subject to the provisions of Clause X3.5) at its own expense and 

upon receipt of a notice of rejection from RCUK SSC or the 

Customer remove the rejected Goods within the earlier of (i) such 

28


deadline as stated in the Specification or in the Order, or (ii) within 

eight (8) Working Days of RCUK SSC or the Customer's notice of 

rejection; and 

X.3.2.2 

at its own expense deliver in the place of the rejected Goods, 

Goods which conform with the Specification within such further 

reasonable period as that RCUK SSC or the Customer may allow. 

X3.3 If the Supplier fails to remove the Goods or any of them in 

accordance with Clause X3.2, RCUK SSC or the Customer may 

return the rejected Goods or any of them to the Supplier at the 

Supplier's risk, the cost of carriage being recoverable by RCUK 

SSC or the Customer from the Supplier. 

X3.4 If the Supplier, acting reasonably and in good faith, believes that 

RCUK SSC or the Customer has rejected Goods in breach of the 

provisions of this Clause X3, it may give RCUK SSC or the 

Customer notice of objection within eight (8) Working Days from 

RCUK SSC or the Customer's notice of rejection and before 

removing the rejected Goods from RCUK SSC or the Customer's 

premises ("the Premises"). Such notice of objection shall 

constitute a dispute between the parties, which, if not otherwise 

resolved within a reasonable time, shall be dealt with in 

accordance with in accordance with Clause [X8 / insert reference 

to Dispute Resolution clause]. If the Supplier gives notice of 

objection the Goods shall not be removed until the Contracting 

Authority so requires. 

X3.5 All rejected Goods (whether delivered or in the course of 

production) shall, if RCUK SSC or the Customer so requires, be 

marked in a manner satisfactory to RCUK SSC or the Customer to 

ensure their subsequent identification as rejected Goods. 

X4. Identification of the Goods 

X4.1 All Goods which customarily have any mark, tab, brand, label or 

other device indicating place of origin, inspection by any body or 

standard of quality must be delivered with all the said marks, tabs, 

brands, labels or other devices intact. 

X4.2 All Goods must comply with the specific requirements identified 

within [insert relevant provisions of the Sustainability 

Requirements]. 

X5. Sustainable procurement 

X5.1 The Supplier shall promptly provide all such information regarding 

the environmental impact of the Goods as may reasonably be 

requested by RCUK SSC or the Customer. 


29


X5.2 The Supplier shall meet all reasonable requests by RCUK SSC or 

the Customer for information evidencing compliance with the 

provisions of this Clause X5 by the Supplier. 

X5.3 All written outputs, including reports, produced in connection with 

the Agreement shall (unless otherwise specified) be produced on 

recycled paper containing at least 75% post consumer waste and 

used on both sides where appropriate. 

X5.4 Suppliers will make themselves aware of RCUK SSC Ltd’s 

Sustainability Policy and undertake to achieve the Service specific 

relevant objectives and targets contained within [insert relevant 

provisions of the Sustainability Requirements]. 

X6. Health and safety 

X6.1 Without prejudice to the general obligations upon the Supplier to 

comply with statutory obligations, the Supplier shall at all times 

comply with the requirements of the Health and Safety at Work 

etc. Act 1974, any subsidiary Regulations in force during the 

period of the Agreement and any other legal provisions pertaining 

to the health and safety of its own Staff, and any other persons 

who may be affected by its acts or omissions during provision of 

the Goods. 

X6.2 The Supplier shall ensure that its safety policy has been drawn to 

the attention of all Staff, and that all of its management and 

supervisory staff have a detailed knowledge of this policy and that 

they will observe the policy and require the Staff to comply fully 

with its provisions. Where they employ five (5) or more persons 

this policy shall be in writing. 

X6.3 The Supplier shall ensure risk assessments, as required by 

statute, have been carried out and recorded for all activities to be 

undertaken as part of the Goods, and have in place appropriate, 

documented safe working procedures for the provision of the 

service, where indicated as necessary in the relevant 

assessments. The Supplier shall also ensure that its Staff are 

aware of and trained in any such procedures. 

X6.4 The Supplier shall make available to the Supervising Officer, upon 

request, any such health and safety documentation, within five (5) 

Working Days of the request. 

X6.5 A record of any actual incident which causes injury and is 

reportable to the enforcing authority, or which is likely to threaten 

the health and safety of those providing or using the Goods shall 

be made and the Supervising Officer must be advised immediately 

and informed in writing within 48 hours. 


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X6.6 The Supplier shall promptly notify each of RCUK SSC or the Customer of 

any health and safety hazards which may arise in connection with the 

performance of its obligations under this Agreement. RCUK SSC or the 

Customer shall promptly notify the Supplier of any health and safety 

hazards which may exist or arise at the Premises and which may affect 

the Supplier in the performance of its obligations under the Agreement 

X6.7 The Supplier, wherever relevant, shall comply with the 

requirements of the Construction (Design and Management) 

Regulations 2007. 

X7. Intellectual property rights – to be discussed with preferred 

bidder 

X7.1 All Intellectual Property Rights in any guidance, specifications, 

instructions, toolkits, plans, data, drawings, databases, patents, 

patterns, models, designs or other material ("the IP Materials"): 

X.7.1.1 

X.7.1.2 

X.7.1.3 

furnished to or made available to the Supplier by or on behalf of 

RCUK SSC or the Customer; and 

prepared by or for the Supplier on behalf of RCUK SSC or the 

Customer for use, or intended use, in relation to the performance 

by the Supplier of its obligations under the Agreement shall belong 

to and remain the property of RCUK SSC or the Customer; 

The Supplier shall not, and shall ensure that the Staff shall not, 

(except to the extent required pursuant to this Agreement) without 

RCUK SSC or the Customer's prior written approval, use or 

disclose any Intellectual Property Rights in the IP Materials 

X7.2 The Supplier hereby assigns to RCUK SSC or the Customer, with 

full title guarantee, all Intellectual Property Rights which may 

subsist in the IP Materials referred to in Clause X.7.1.2. Such 

assignment shall take effect on the date of commencement of the 

Agreement Commencement Date or as a present assignment of 

future rights that will take effect immediately on the coming into 

existence of the relevant Intellectual Property Rights. The 

Supplier shall execute, and shall procure that all sub-contractors 

execute, all documentation necessary to execute or perfect this 

assignment. 

X7.3 The Supplier shall waive or procure a waiver of any moral rights 

subsisting in copyright produced by or on behalf of the Supplier in 

the course of the performance of its obligations pursuant to this 

Agreement. 


X7.4 The Supplier shall ensure that the third party owner of any 

Intellectual Property Rights that are or which may be used to 

perform the Agreement (including without limitation all Intellectual 

Property Rights in the Goods and any documentation in relation to 

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the Goods) grants to each of RCUK SSC or the Customer a nonexclusive 

licence or, if itself a licensee of those rights, shall grant 

to each of RCUK SSC or the Customer an authorised sub-licence, 

to use, reproduce, modify, develop and maintain the Intellectual 

Property Rights in the same. Such licence or sub-licence shall be 

non-exclusive, perpetual, royalty free and irrevocable and shall 

include the right for each of RCUK SSC or the Customer to sublicense, 

transfer, novate or assign to other “authorised entities’’, a 

replacement supplier of Goods or to any other third party 

supplying goods to an “authorised entity’’. 

X7.5 The Supplier shall not infringe any Intellectual Property Rights of 

any third party in supplying the Goods and the Supplier shall, 

during and after the Agreement period, indemnify and keep 

indemnified and hold RCUK SSC or the Customer harmless from 

and against all actions, suits, claims, demands, losses, charges, 

damages, costs and expenses and other liabilities which RCUK 

SSC or the Customer may suffer or incur as a result of or in 

connection with any breach of this Clause X7, except where any 

such claim arises from: 

X.7.5.1 

X.7.5.2 

items or materials based upon and corresponding to designs 

supplied by RCUK SSC or the Customer; or 

the use of data supplied by RCUK SSC or the Customer which the 

Supplier is not expressly required to verify under any provision of 

this Agreement. 

X7.6 The Authorised Entity shall notify the Supplier in writing of any 

claim or demand brought against RCUK SSC or the Customer for 

infringement or alleged infringement of any Intellectual Property 

Right in (i) materials supplied or licensed by the Provide or (ii) the 

Goods. 

X7.7 The Supplier shall at its own expense conduct all negotiations and 

any litigation arising in connection with any claim for breach of 

Intellectual Property Rights in (i) materials supplied or licensed by 

the Supplier or (ii) the Goods, provided always that the Supplier: 

X.7.7.1 

X.7.7.2 

X.7.7.3 

shall consult RCUK SSC or the Customer on all substantive 

issues which arise during the conduct of such litigation and 

negotiations; 

shall take due and proper account of the interests of RCUK SSC 

or the Customer; 

shall not settle or compromise any claim without the Authorised 

Entity's prior written consent (not to be unreasonably withheld or 

delayed); and 


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X.7.7.4 

shall, at the Authorised Entity's request, provide adequate security 

in respect of any losses, damages or costs incurred or likely to be 

incurred by RCUK SSC or the Customer as a result of such a 

claim. 

X7.8 RCUK SSC or the Customer shall at the request of the Supplier 

afford to the Supplier all reasonable assistance for the purpose of 

contesting any claim or demand made or action brought against 

RCUK SSC or the Customer or the Supplier by a third party for 

infringement or alleged infringement of any third party Intellectual 

Property Rights in connection with the performance of the 

Supplier's obligations under the Agreement and the Supplier shall 

indemnify each of RCUK SSC or the Customer for all costs and 

expenses (including, but not limited to, legal costs and 

disbursements) incurred in doing so. The Supplier shall not, 

however, be required to indemnify RCUK SSC or the Customer in 

relation to any costs and expenses incurred in relation to or arising 

out of a claim, demand or action which relates to the matters in 

Clause X.7.5.1 or Clause X.7.5.2. 

X7.9 RCUK SSC or the Customer shall not make any admissions which 

may be prejudicial to the defence or settlement of any claim, 

demand or action for infringement or alleged infringement of any 

Intellectual Property Right by RCUK SSC or the Customer or the 

Supplier in connection with the performance of its obligations 

under the Agreement. 

X7.10 If a claim, demand or action for infringement or alleged 

infringement of any Intellectual Property Right is made in 

connection with the Agreement or in the reasonable opinion of the 

Supplier is likely to be made, the Supplier shall immediately notify 

the Authorised Entity and, at its own expense and subject to the 

consent the Authorised Entity (not to be unreasonably withheld or 

delayed), use its best endeavours to: 

X.7.10.1 

X.7.10.2 

modify any or all of the Goods without reducing the performance 

or functionality of the same, or substitute alternative Goods of 

equivalent performance and functionality, so as to avoid the 

infringement or the alleged infringement, provided that the 

provisions herein shall apply mutates mutandis to such modified 

Goods or to the substitute Goods; or 

procure a licence to use and supply the Goods, which are the 

subject of the alleged infringement, on terms which are acceptable 

to RCUK SSC or the Customer, and in the event that the Supplier 

is unable to comply with Clause X.7.7.1 or Clause X.7.7.2 within 

[20] Working Days of receipt of the Supplier's notification the 

Authorised Entity may terminate the Agreement with immediate 

effect by notice in writing. 

X7.11 The Supplier grants to RCUK SSC or the Customer a royalty-free, 

irrevocable and non-exclusive licence (with a right to sub-licence) 


33


to use any Intellectual Property Rights that the Supplier owned or 

developed prior to the commencement date of the Agreement and 

which RCUK SSC or the Customer reasonably requires in order 

exercise its rights and take the benefit of this Agreement including 

the Goods provided. 

X9. Provision and removal of equipment 

X9.1 The Supplier shall provide all the equipment necessary for the 

supply of the Services. 

X9.2 The Supplier shall not deliver any equipment nor begin any work 

on the RCUK SSC or the Customer's premises ("the Premises") 

without obtaining RCUK SSC or the Customer's prior written 

approval. 

X9.3 All equipment brought onto the Premises shall be at the Supplier's 

own risk and RCUK SSC or the Customer shall have no liability for 

any loss of or damage to any equipment unless the Supplier is 

able to demonstrate that such loss or damage was caused or 

contributed to SSC or the Customer's default. The Supplier shall 

provide for the haulage or carriage thereof to the Premises and 

the removal of equipment when no longer required at its sole cost. 

Unless otherwise agreed, equipment brought onto the Premises 

will remain the property of the Supplier. 

X9.4 The Supplier shall maintain all items of equipment within the 

Premises in a safe, serviceable and clean condition. 

X9.5 The Supplier shall, at RCUK SSC or the Customer’s written 

request, at its own expense and as soon as reasonably 

practicable: 

X.9.5.1 

X.9.5.2 

remove from the Premises any equipment which in the reasonable 

opinion of RCUK SSC or the Customer is either hazardous, 

noxious or not in accordance with the Agreement; and 

replace such item with a suitable substitute item of equipment. 

X9.6 On completion of the Services the Supplier shall remove the 

equipment together with any other materials used by the Supplier 

to supply the Services and shall leave the Premises in a clean, 

safe and tidy condition. The Supplier is solely responsible for 

making good any damage to the Premises or any objects 

contained thereon, other than fair wear and tear, which is caused 

by the Supplier or any of the Supplier's employees and 

representatives. 

X10. Key personnel 


34


X10.1 The Supplier acknowledges that the Key Personnel are essential 

to the proper provision of the Services to the Client. [The Key 

Personnel shall be responsible for …………] 

X10.2 The Key Personnel shall not be released from supplying the 

Services without the Agreement of RCUK SSC or the Customer, 

except by reason of long-term sickness, maternity leave, paternity 

leave or termination of employment and other extenuating 

circumstances. 

X10.3 Any replacements to the Key Personnel shall be subject to the 

Agreement of RCUK SSC or the Customer. Such replacements 

shall be of at least equal status or of equivalent experience and 

skills to the Key Personnel being replaced and be suitable for the 

responsibilities of that person in relation to the Services. 

X10.4 RCUK SSC or the Customer shall not unreasonably withhold its 

Agreement under Clauses X10.2 or X10.3. 

X11. Supplier's staff 

X11.1 RCUK SSC or the Customer may, by written notice to the 

Supplier, refuse to admit onto, or withdraw permission to remain 

on, the Premises: 

X.11.1.1 

X.11.1.2 

any member of the Staff; or 

any person employed or engaged by any member of Staff, whose 

admission or continued presence would, in the reasonable opinion 

of RCUK SSC or the Customer, be undesirable. 

X11.2 At RCUK SSC or the Customer’s written request, the Supplier 

shall provide a list of the names and addresses of all persons who 

may require admission in connection with the Agreement to the 

Premises, specifying the capacities in which they are concerned 

with the Agreement and giving such other particulars as RCUK 

SSC or the Customer may reasonably request. 

X11.3 The Supplier’s Staff , engaged within the boundaries of the 

Premises, shall comply with such rules, regulations and 

requirements (including those relating to security arrangements) 

as may be in force from time to time for the conduct of personnel 

when at or outside the Premises. 

X11.4 The Supplier shall comply with Staff vetting procedures in respect 

of all persons employed or engaged in the provision of the 

Services. The Supplier confirms that all persons employed or 

engaged by the Supplier were vetted and recruited on a basis that 

is equivalent to and no less strict than the Staff vetting 


35


procedures. 

X11.5 RCUK SSC or the Customer may require the Supplier to ensure 

that any person employed in the provision of the Services has 

undertaken a Criminal Records Bureau check as per the Staff 

vetting procedures. The Supplier shall ensure that no person who 

discloses that he/she has a Relevant Conviction, or is found by 

the Supplier to have a Relevant Conviction (whether as a result of 

a police check or through the Criminal Records Bureau check or 

otherwise) is employed or engaged in the provision of any part of 

the Services. 

X11.6 If the Supplier fails to comply with Clause X11.2 within [2] months of the 

date of the request and in the reasonable opinion of RCUK SSC or the 

Customer, such failure may be prejudicial to the interests of the Services, 

then RCUK SSC or the Customer may terminate the Agreement, provided 

always that such termination shall not prejudice or affect any right of 

action or remedy which shall have accrued or shall thereafter accrue to 

RCUK SSC or the Customer. 

X11.7 The decision of RCUK SSC or the Customer as to whether any 

person is to be refused access to the Premises and as to whether 

the Supplier has failed to comply with Clause X11.2 shall be final 

and conclusive. 

X12. Premises 

Inspection of Premises 

X12.1 Save as RCUK SSC or the Customer may otherwise direct, the Supplier 

is deemed to have inspected the Premises before submitting its response 

and to have made appropriate enquiries so as to be satisfied in relation to 

all matters connected with the performance of its obligations under the 

Agreement. 

Licence to occupy Premises 

X12.2 Any land or Premises made available from time to time to the Supplier by 

RCUK SSC or the Customer in connection with the Agreement shall be 

made available to the Supplier on a non-exclusive licence basis free of 

charge and shall be used by the Supplier solely for the purpose of 

performing its obligations under the Agreement. The Supplier shall have 

the use of such land or the Premises as licensee and shall vacate the 

same on completion, termination or abandonment of the Agreement. 

X12.3 The Supplier shall limit access to the land or the Premises to such 

Staff as is necessary to enable it to perform its obligations under 

the Agreement and the Supplier shall co-operate (and ensure that 

its Staff co-operate) with such other persons working concurrently 

on such land or the Premises as RCUK SSC or the Customer may 


36


reasonably request. 

X12.4 Should the Supplier require modifications to the Premises, such 

modifications shall be subject to RCUK SSC or the Customer's 

prior written approval and shall be carried out by the Customer(s) 

at the Supplier’s expense. RCUK SSC or the Customer shall 

undertake approved modification work without undue delay. 

Ownership of such modifications shall rest with RCUK SSC or the 

Customer. 

X12.5 The Supplier shall (and shall ensure that its Staff shall) observe 

and comply with such rules and regulations as may be in force at 

any time for the use of such premises as determined by RCUK 

SSC or the Customer, and the Supplier shall pay for the cost of 

making good any damage caused by the Supplier or its Staff other 

than fair wear and tear. For the avoidance of doubt, damage 

includes damage to the fabric of the buildings, plant, fixed 

equipment or fittings therein. 

X12.6 The parties agree that there is no intention on the part of RCUK 

SSC or the Customer to create a tenancy of any nature 

whatsoever in favour of the Supplier or its Staff and that no such 

tenancy has or shall come into being and, notwithstanding any 

rights granted pursuant to the Agreement, RCUK SSC or the 

Customer retains the right at any time to use any premises owned 

or occupied by it in any manner it sees fit. 

X13. ESCROW – to be discussed with preferred bidder 

X13.1 The Contractor shall [not less than [10] Working Days [before 

[specify time] or such other periods as the Authority may require] 

deposit the Source Code of such part of the Software that consists 

of Deposited Software in escrow with [insert name of escrow 

agent] on the basis of the [appropriate standard agreement or on 

such other terms as the Authority, the Contractor and [insert name 

of escrow agent] shall agree][terms set out in schedule 17 

(Escrow Terms)]. [The Contractor shall ensure that the deposited 

version of the Source Code is the current version of the Deposited 

Software and that the deposited version is kept up-to-date as the 

Deposited Software is modified or upgraded. [The Contractor 

shall pay the initial storage fees under the escrow agreement and 

the Authority shall pay the release fees.] 

X13.2 Where the Contractor is unable to procure compliance with the 

provisions of clause X13.1 in respect of any Third Party Software, 

it shall provide the Authority with written evidence of its inability to 

comply with these provisions and shall agree with the Authority a 

suitable alternative to escrow that affords the Authority the nearest 

equivalent protection. The Contractor shall be excused from its 

obligations under clause X13.1only to the extent that the parties 

have agreed on a suitable alternative 


37


X13.3 In circumstances where the Authority obtains the release of the 

Source Code from escrow, the Contractor hereby grants to the 

Authority a perpetual, assignable, royalty-free and non-exclusive 

licence to Use and support the Source Code version of the 

Deposited Software to the extent necessary for the receipt of the 

Services or any Replacement Services or the Authority’s normal 

business undertakings. 


38


Signed by [NAME OF DIRECTOR] 

for and on behalf of [NAME OF 

SUPPLIER] 

Signed by [NAME OF DIRECTOR] 

for and on behalf of RCUK 

SHARED SERVICES CENTRE 

LIMITED 

....................................... 

Director 

....................................... 

Director 


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Terms and conditions for the supply of goods (pro-customer)

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