Procurement standard terms and conditions
STANDARD TERMS AND CONDITIONS FOR SUPPLY OF GOODS OR SERVICES TO
THE NEW FOREST DISTRICT COUNCIL
1. BACKGROUND:
1.1 The Council wishes to be supplied with the Goods and/or Services.
1.2 The Council has selected you to supply the Goods and/or Services and you undertake to supply the same on the terms set out below.
2. DEFINITIONS:
2.1 "Applicable law" means applicable law of the United Kingdom (or a part of the United Kingdom);
2.2 "Commencement Date" means the date specified in the Purchase Order;
2.3 "Contract" means the Contract between the Council and You consisting of these terms and conditions and related Purchase Order but excluding Your terms and conditions of sale or supply;
2.4 "Contract price" means the price exclusive of any applicable Tax, payable to You by the Council as set out in the Purchase Order;
2.5 "Controller"; "Data Subject"; "International Organisation"; "Personal Data"; "Personal Data Breach"; "Processing"; and variations; "Processor" shall have the meanings given in applicable Data Protection Laws from time to time (and related expressions, including process, processed and processes shall be construed accordingly);
2.6 "Council" means New Forest District Council;
2.7 "Data Protection Laws" means all applicable law relating to the Processing, privacy and/or use of Personal Data, as applicable to either party or the Services; including (a) the UK GDPR; (b) the Data Protection Act 2018; (c) the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426); and (d) any laws which implement or supplement any such laws;
2.8 "Data Protection Supervisory Authority" means any regulator, authority or body responsible for administering Data Protection Laws;
2.9 "Force Majeure Event" means any cause materially affecting the performance of the Services under the Contract arising from any act, events, omissions, happenings or non-happenings beyond the Parties reasonable control including, without limitation, acts of God, war, riot, fire, flood or any disaster affecting either of the Parties but will not mean any labour dispute between You and Your employees, agents or sub-contractors;
2.10 "Goods" means the goods to be supplied by You and specified in the Purchase Order;
2.11 "Prohibited Act" means:
(a) offering, giving or agreeing to give to any servant of the Council any gift or consideration of any kind as an inducement or reward:
(i) for doing or not doing (or for having done or not having done) any act in relation to the obtaining or performance of this Contract or any other contract with the Council; or
(ii) for showing favour or disfavour to any person in relation to this Contract or any other contract with the Council;
(b) committing any offence:
(i) under the Prevention of Corruption Acts 1889-1916;
(ii) under legislation creating offences in respect of fraudulent acts; or
(iii) at common law in respect of fraudulent acts in relation to this Contract or any other contract with the Council; or
(iv) defrauding or attempting to defraud or conspiring to defraud the Council;
2.12 "Processing End Date" means, in respect of any Protected Data, the earlier of (a) the end of the provision of the relevant Services related to the processing of such Protected Data; or (b) once processing by You of such Protected Data is no longer required for the purposes of Your performance or Your relevant obligations under this Contract;
2.13 "Protected Data" means Personal Data (as described in the Schedule) received from or on behalf of the Council, or otherwise obtained in connection with the performance of Your obligations under the Contract;
2.14 "Purchase Order" means the purchase order used by the Council to place an Order for supplies of Goods and/or Services;
2.15 "Services" means the services to be provided by You as identified in the Purchase Order;
2.16 "Staff" means all Your directors, officers, employees, agents, consultants and or those of any sub-contractor You engage in the performance of Your obligations under the Contract;
2.17 "Sub-Processor" means any Processor engaged by You (or by any other Sub-Processor) for carrying out any processing activities in respect of the Protected Data;
2.18 "UK GDPR" means the General Data Protection Regulation, Regulation (EU) 2016/679, as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or of a part of the United Kingdom from time to time);
2.19 "Working Day" means a day (other than a Saturday or Sunday) on which banks are open for business in the City of London;
2.20 "You" and variations including "Your" means the party supplying the Council with the Goods and/or Services.
3. DURATION
The Contract and the rights and obligations of the Parties shall take effect on the Contract commencement Date and shall continue until the expiry of the Contract Term or earlier termination of the Contract.
4. CONTRACT FOR GOODS
4.1 SPECIFICATION
(a) All goods shall be of the quality or kind mentioned in the Purchase Order but otherwise the goods shall be in accordance with any specification of the British Standards Institute, or EU equivalent, which relates to the goods and is current at the date of the quotation or tender. The goods shall comply with the requirements of any statute or subordinate legislation in force at the time of the delivery of the goods to the Council.
(b) You shall indemnify the Council against all loss, damage, costs and expenses for which the Council is or becomes liable as a result of any infringement or alleged infringement by You of any third party's rights.
4.2 DELIVERY
(a) Goods are to be delivered between the following times: Monday to Thursday 08:00 and 16:30 Friday 08:00 and 15:30 and on the day and at the place specified in the Purchase Order.
(b) Delivery shall be free of charge to the Council and at Your risk.
(c) Delivery of goods to a carrier shall not be deemed to be delivered of the goods to the Council.
(d) Time of delivery shall be of essence and failure to deliver within the time promised or specified shall enable the Council to release itself from any obligation to accept and pay for the goods and/ or cancel all or part of the Contract, in either case without prejudice to other rights and remedies.
(e) The Council will be under no obligation to accept or pay for quantities of Goods delivered in excess or in advance of the quantity, date or rate (as appropriate) stipulated by such instruction.
4.3 NOTICES
Any notice, request, demand, consent or approval given under or in connection with this Contract must be given in writing. Any such notice, request, demand, consent or approval shall be sent to the registered office or principal business address of either party and, if sent by post, shall be deemed to have been received on the second working day following the date of posting.
4.4 QUALITY ASSURANCE
(a) You shall give the Council access at all reasonable times to Your premises and allow them to inspect his quality systems and production methods and, if requested, to inspect, examine and test the Goods both during and after their manufacture and the materials being used in the manufacture.
(b) Any costs incurred by You in arranging compliance with the quality standards required by the Council shall be borne by You.
4.5 REJECTION AND REPLACEMENT
(a) Without prejudice to or limitation of its statutory rights the Council may within the Warranty Period, notwithstanding the use or continued use by the Council of the Goods after the right to reject them has arisen, reject by notice in writing (without liability to the Council) any Goods which, in the opinion of the Council are not of satisfactory quality and/or fit for purpose and/or not in accordance with the Purchase Order.
(b) Without prejudice to the Council's other rights and remedies, You shall in any event indemnify the Council against all costs and expenses incurred by the Council as a result of Your original supply of the rejected goods.
(c) You shall remove rejected Goods within 14 days of the date of the Council's notice of rejection, failing which the Council may (as it sole option) deliver them to You, in either case at Your cost and risk.
(d) Where such rejected Goods form part of a series of consignments, nothing in this Condition shall prevent the Council from accepting subsequent consignments if the Goods contained within such subsequent consignments are acceptable to the Council.
4.6 WARRANTY
Without prejudice to the Council's other rights and remedies, if during the Warranty Period, any defect occurs in any of the Goods due to the material, workmanship or design of the Goods not being in accordance with the Purchase Order or the Specification or any applicable statutory or regulatory standards, You shall as soon as practicable and in any event within a reasonable time as stipulated by the Council replace or repair such defective Goods at this own expense. Goods replaced or repaired under this Condition shall be subject to a fresh Warranty commencing on the actual date of delivery of the repaired or replaced Goods and continuing for the Warranty Period.
4.7 TITLE AND RISK
(a) Title in the Goods will pass to the Council upon payment to You, save where payment (either in whole or in part) is made for the Goods prior to their delivery to the Council, or where the Council has supplied materials to be incorporated in the Goods, in which cases Condition 4.7b) shall apply.
(b) Where under Condition 4.7a) this Condition 4.7b) (without prejudice to the Council's rights) title to the Goods shall vest in the Council from the commencement of their manufacture, and title to all materials and other items which You shall acquire or allocate for incorporation in any of the Goods shall vest in the Council from the time they are so acquired or allocated.
(c) The Goods shall be at Your risk until they are delivered to the Council notwithstanding that payment may have already been made and title passed to the Council, and You shall be responsible for any loss or damage and for arranging and paying for their storage, handling and insurance; the insurance shall be endorsed in the name of and protect the interests of the Council on an all risks basis and shall provide cover for loss or damage in transit.
5. CONTRACT FOR SERVICES
5.1 THE SERVICE STANDARD
You will at all times throughout the duration of this Contract:
(a) Provide the Services for the period specified in the Purchase Order in accordance with the Council's requirements as set out in the Purchase Order.
(b) Comply with the terms of this Contract.
(c) Exercise and continue to exercise the degree of skill, care and diligence reasonably to be expected of a skilled and competent provider of such services.
(d) Carry out all reasonable directions of the Council's representative.
(e) Use its reasonable endeavours to secure and achieve continuous improvement in the delivery of the Services during the Contract Term.
(f) Notify the Council in writing immediately on learning of any relationship or potential conflict of interest that might influence or be perceived to influence the provision of the Services.
6. PRICE AND PAYMENT
6.1 New Forest District Council has committed to the UK Governments Transparency agenda (2010) by ensuring that ALL its expenditure over £500 along with a contract overview is made publicly available via the Councils website. Suppliers should be aware that the information published on a monthly/ quarterly basis includes the Suppliers Name, £ spend value, spend classification, contract start/ finish dates, total contract value. Commercially sensitive contract details/ price structures will not be published.
6.2 In consideration of the performance of Your obligation under the contract, the Council shall pay the price in accordance with the Contract.
6.3 The Council shall pay You the undisputed sums due in cleared funds within thirty (30) days of receipt and agreement of invoices, submitted monthly in arrears, for work completed to the reasonable satisfaction of the Council.
6.4 The Council may reduce payment in respect of any goods which You have either failed to provide or have provided inadequate goods.
6.5 No increase in the Price may be made (whether on account of increased material, labour or transport costs, fluctuations in rates of exchange or otherwise) without the prior written consent of the Council.
6.6 Payment by the Council shall be without prejudice to any claims or rights which the Council may have against You and shall not constitute any admission by the Council as to Your performance of Your obligation hereunder.
7. INTELLECTUAL PROPERTY
7.1 Any specification supplied by the Council to You or specifically produced by You for the Council, in connection with the Contract, together with the copyright, design rights or any other intellectual property rights in the Purchase Order, shall be the exclusive property of the Council.
7.2 All designs, drawing, specifications and information supplied by Council in connection with the Contract are confidential, and their use must be strictly confined to Your own works for the purposes of the Contract. All such designs, drawings, specifications and information and all copies thereof must be returned to the Council on completion of the Contract.
7.3 You shall indemnify the Council against all actions, claims and demands, costs charges and expenses awarded against or incurred by the Council as a result of or in connection with any claim that the Goods or their use or resale infringes the patent, registered design, trademark, copyright or other intellectual property rights of any other person except to the extent that the claim arises from compliance with the Purchase Order.
8. STATUTORY RIGHTS
8.1 A party who is not a party to this Contract is not entitled to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999 except where this Contract expressly provides otherwise.
8.2 Without prejudice to or limitation of the Council's other rights, if You do not fulfil Your responsibilities and obligations under the Purchase Order You shall indemnify the Council against all costs for which the Council becomes liable and for which it would not otherwise be liable.
9. DATA PROTECTION
9.1 APPLICATION
(a) This clause 9 applies if You are processing Personal Data on behalf of the Council.
(b) You shall, comply with any notification requirements under the Data Protection Laws and both Parties shall duly observe all their obligations under the Data Protection Laws which arise in connection with the Contract.
9.2 CONFLICT
(a) Unless otherwise expressly stated in this Contract:
(i) Your obligations and the Council's rights and remedies under this clause 9 are cumulative with, and additional to, one another and those under any other provisions of this Contract; and
(ii) this clause 9 shall prevail over any other provision of this Contract in the event of any conflict.
9.3 COMPLIANCE WITH DATA PROTECTION LAWS
(a) The Parties agree that the Council is a Controller and that You are a Processor for the purposes of processing Protected Data pursuant to this Contract. You shall, and shall ensure the Sub-Processors and each of Your Staff shall, at all times comply with all Data Protection Laws in connection with the processing of Protected Data and the provision of the Services. Nothing in this Contract relieves You of any responsibilities or liabilities under Data Protection Laws.
(b) You shall indemnify and keep indemnified the Council against:
(i) all losses, claims, damages, liabilities, fines, interest, penalties, costs, charges, sanctions, expenses, compensation paid to Data Subjects (including compensation to protect goodwill and ex gratia payments), demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a Data Protection Supervisory Authority) arising out of or in connection with any breach by You of Your obligations under this clause 9; and
(ii) all amounts paid or payable by the Council to a third party which would not have been paid or payable if Your breach of this clause 9 had not occurred.
9.4 INSTRUCTIONS
You shall only process (and shall ensure the Staff only process) the Protected Data in accordance with the Schedule, this Contract and the Council's written instructions from time to time (including with regard to any transfer to which clause 9.8 relates) except where otherwise required by applicable law (and in such a case shall inform the Council of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest). You shall immediately inform the Council if any instruction relating to the Protected Data infringes or may infringe any Data Protection Law. You shall retain records of all instructions relating to the Protected Data received from the Council.
9.5 SECURITY
(a) You shall at all times implement and maintain appropriate technical and organisational measures to protect Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access. Such technical and organisational measures shall be at least equivalent to the technical and organisational measures set out in Part B of the Schedule and shall reflect the nature of the Protected Data.
(b) You may not make any change to the security measures You apply to the Protected Data to the extent any such change would conflict with the provisions of this Contract.
9.6 SUB-PROCESSING AND STAFF
You shall:
(a) not permit any processing of Protected Data by any agent, sub-contractor, Sub-Processor or other third party (except Your own employees that are subject to an enforceable obligation of confidence with regards to the Protected Data) without the prior specific written authorisation of that third party by the Council that takes effect by way of a binding variation to this Contract and only then subject to such conditions as the Council may require;
(b) ensure that access to Protected Data is limited to the authorised persons who need access to it to supply the Services;
(c) prior to the relevant Sub-Processor carrying out any Processing activities in respect of the Protected Data, appoint the relevant Sub-Processor under a binding written contract containing the same obligations as under this clause 9 in respect of Protected Data and that (without prejudice to, or limitation of, the foregoing):
(i) includes providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing of the Protected Data will meet the requirements of all Data Protection Laws; and
(ii) is enforceable by You,
and ensure each such Sub-Processor is at all times subject to a binding written contract which complies with such terms and that each Sub-Processor complies with all such obligations;
(d) remain fully liable to the Council under this Contract for all the acts and omissions of each Sub-Processor and each of Your Staff as if they were its own; and
(e) ensure that all persons authorised by You or any Sub-Processor to process Protected Data are reliable and:
(i) adequately trained on compliance with this clause 9 as applicable to the processing;
(ii) informed of the confidential nature of the Protected Data and that they must not disclose Protected Data;
(iii) subject to a binding and enforceable written contractual obligation to keep the Protected Data confidential; and
(f) promptly provide all relevant details concerning, and a copy of, each Contract with a Sub-Processor to the Council on request.
9.7 ASSISTANCE
You shall (at Your own cost and expense) promptly:
(a) provide such information and assistance (including by taking all appropriate technical and organisational measures) as the Council may require in relation to the fulfilment of the Council's obligations to respond to requests for exercising the Data Subjects' rights under Chapter III of the UK GDPR (and any similar obligations under applicable Data Protection Laws); and
(b) provide such information, co-operation and other assistance to the Council as the Council reasonably requires (taking into account the nature of processing and the information available to You) to ensure compliance with the Council's obligations under Data Protection Laws, including with respect to:
(i) security of processing (including with any review of security measures);
(ii) data protection impact assessments (as such term is defined in Data Protection Laws);
(iii) prior consultation with a Data Protection Supervisory Authority regarding high risk processing; and
(iv) any remedial action and/or notifications in response to any Personal Data Breach and/or any complaint or request relating to either party's obligations under Data Protection Laws relevant to this Contract, including (subject in each case to the Council's prior written authorisation) regarding any notification of the Personal Data Breach to Supervisory Authorities and/or communication to any affected Data Subjects;
(c) You shall (at no cost or expense to the Council) record and refer all requests and communications received from Data Subjects or any Data Protection Supervisory Authority to the Council which relate (or which may relate) to any Protected Data promptly (and in any event within 3 days of receipt) and shall not respond to any without the Council's express written approval and strictly in accordance with the Council's instructions unless and to the extent required by applicable law.
9.8 INTERNATIONAL TRANSFERS
You shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to any country or territory outside the United Kingdom or to any International Organisation without the prior written authorisation of the Council (which may be refused or granted subject to such conditions as the Council deems necessary).
9.9 RECORDS AND AUDIT
You shall (and shall ensure all Sub-Processors shall) promptly make available to the Council (at Your cost and expense) such information as is reasonably required to demonstrate Your and the Council's compliance with their respective obligations under this clause 9 and the Data Protection Laws, and allow for, permit and contribute to audits, including inspections, by the Council (or another auditor mandated by the Council) for this purpose at the Council's request from time to time. You shall provide (or procure) access to all relevant premises, systems, Staff and records during normal business hours for the purposes of each such audit or inspection upon reasonable prior notice (not being more than 2 Working Days) and provide and procure all further reasonable co-operation, access and assistance in relation to any such audit or inspection.
9.10 BREACH
You shall promptly (and in any event within 24 hours):
(a) notify the Council if You (or any of the Sub-Processors or Your Staff) suspects or becomes aware of any suspected, actual or threatened occurrence of any Personal Data Breach in respect of any Protected Data; and
(b) provide all information as the Council requires to report the circumstances referred to in clause 9.10 to a Data Protection Supervisory Authority and to notify affected Data Subjects under the Data Protection Laws.
9.11 DELETION/ RETURN
(a) Subject to clause 9.11 (b) You shall (and shall ensure that each of the Sub-Processors and the Staff shall) within not less than 2 Working Days and not more than 4 Working Days of the relevant Processing End Date securely delete the Protected Data (and all copies) except to the extent that storage of any such data is required by applicable law (and, if so, You shall inform the Council of any such requirement and shall securely delete such data as soon as it is permitted to do so under applicable law).
(b) You shall (and shall ensure that each of the Sub-Processors and Staff shall) promptly comply (in a secure manner) with any requests from time to time from the Council for the return or disclosure to the Council of any Protected Data in such form and by such manner as the Council reasonably requests, provided such request is received within 2 Working Days of the relevant Processing End Date.
9.12 SURVIVAL
This clause 9 shall survive termination or expiry of this Contract for any reason.
9.13 COST
You shall perform all Your obligations under this clause 9 at no cost or expense to the Council.
9.14 RIGHTS OF DATA SUBJECTS
Nothing in this Contract affects the rights of Data Subjects under the Data Protection Laws (including those in Articles 79 and 82 of the UK GDPR or in any similar Data Protection Laws) against the Council, You or any Sub-Processor.
10. FREEDOM OF INFORMATION
10.1 You recognise the Council's current and future obligations under the Freedom of Information Act 2000 and any codes of practice issued by the Government and the appropriate enforcement Agencies. You will comply with this legislation in so far as it places obligations upon the Council in the performance of its obligations under any contractual arrangement entered into. You will provide such assistance and support which may be requested from time to time by the Council for the purposes of enabling or assisting the Council to comply with the legislation.
10.2 In the event of a request made on the Council for access to information under the FOIA or any notice, recommendation or complaint made to the Council in relation to the FOIA, You will provide to the Council in relation to an access request, any details in respect of the information as the Council may request and a copy of the relevant information where the Council requests such copy; and in relation to any notice, recommendation or complaint, any background details, supporting documentation and copy information which the Council may request in order to deal with such notice, recommendation or complaint within 5 Working Days of the date of the request from the Council.
10.3 You acknowledge that the Council is obliged under the FOIA to disclose information, including information relating to its appointment under this Contract, to third Parties, subject to certain exemptions. You further accept and acknowledge that the decision to disclose information and the application of any such exemptions under the FOIA will be at the Council's sole discretion PROVIDED THAT the Council shall act reasonably and proportionately in exercising its obligations under the FOIA as to whether any exemptions under section 43 of the FOIA may apply to protect Your legitimate commercial and trade secrets.
11. CONFIDENTIALITY
11.1 Subject to Clause 9 (Data Protection) and Clause 10 (Freedom of Information) You shall not, without the prior written consent of the Council, during or after the termination or expiry of this Contract disclose, directly or indirectly, to any person any information relating to the contract or the Council any information of whatever nature which is not in the public domain. Your obligations under this Condition shall survive the expiry or termination of the Contract for whatever reason.
12. DEFAULT
12.1 The goods may be rejected by the Council if they are not supplied and delivered by You when and as ordered by the Council, or, if the goods are not of the sort or quality contracted for, or if the goods are deficient in the quality or number charged for or stated in the delivery or advice note accompanying or preceding the goods. In such matter the decision of the Council shall be conclusive as against You. In every such case the Council may, without prejudice to any other remedy for breach of contract, employ any other person to supply the Council with the goods on such terms and conditions as the Council thinks fit for the remainder of the term of the Contract or any part thereof. In such cases it is hereby agreed that You shall pay the Council or the Council may deduct from any sum due or that may become due to You under the Contract or otherwise, all additional costs, charges or expenses incurred by the Council arising from Your default.
13. TERMINATION OF CONTRACT
13.1 The Council may terminate the Contract with immediate effect by notice in writing to You on or at any time after the occurrence of any of the following events:
(a) the passing of a resolution for Your winding up or the making by a court of competent jurisdiction of an order for the winding up of You or Your dissolution;
(b) the making of an administration order in relation to You or the appointment of a receiver or administrative receiver over, or the taking of possession or sale by an encumbrancer of a material part of Your assets;
(c) the making of an arrangement or composition with Your creditors generally or making an application to a court of competent jurisdiction for protection from Your creditors generally;
(d) You commit any Prohibited Act;
(e) a breach of Your obligations to take out and maintain required insurances;
(f) a material and substantial breach of any of Your obligations under this Contract.
13.2 In the event of the Council having the right to terminate under clauses 13.1 a), b) or c), the Council may, at its sole discretion, give the receiver, liquidator or other person (as appropriate) the option of carrying out the Contract subject to a guarantee acceptable to the Council being provided for the due and faithful performance of the Contract.
14. ASSIGNMENT AND SUB-CONTRACTING
14.1 You shall not assign, transfer sublet or sub contract the whole or any part of this contract without the prior written consent of the Council.
15. INDEMNITY AND INSURANCE
15.1 You shall indemnify and keep indemnified the Council against injury (including death) to any persons or loss of or damage to any property which may arise out of the act default or Your negligence, any sub-contractor or their respective employees or agents, and against all claims demands proceedings damages costs charges and expenses whatsoever in respect thereof or in relation thereto arising from the provision of the goods and/or Services.
15.2 You shall effect, with a reputable company, public and employer's liability and other insurances necessary to cover the risks contemplated by the Contract and shall at the request of the Council produce the relevant policy or policies together with receipts or other evidence of payment of the latest premium due thereunder. Public liability and Employers liability cover of at least £10 million shall be obtained, unless agreed otherwise with the Council. Where the Supply is a supply of consultancy services You shall maintain professional indemnity insurance during the Contract period and for 6 years afterwards to cover its liability to the Council under the Contract.
16. FORCE MAJEURE
16.1 Notwithstanding anything contained in these terms and conditions neither the Council nor You shall be liable for any loss damage or expense suffered or incurred by one party if by reason of a Force Majeure event or any restriction or prohibition imposed by the Government or any duly authorised authority which could not reasonably have been prevented or avoided by the Council or You as the case may be, either:
(a) The Council is prevented from or delayed in accepting delivery of any goods or any part of a delivery or in paying for the same or any part of a delivery at the due time; or
(b) You are prevented from or delayed in the supply of any goods ordered by the Council.
17. NO WAIVER
17.1 No delay, neglect or forbearance on the part of either party in enforcing against the other party any term or condition of the contract shall either be or be deemed to be a waiver or in any way prejudice any right of that party under this contract.
18. CORRUPT GIFTS AND FRAUD
18.1 As soon as either party becomes aware of or suspects the commission of any Prohibited Act in respect of the provision of the Services it will notify the other party.
18.2 In circumstances where a person employed by You is reasonably suspected of having committed a Prohibited Act You will provide to the Council such information as is reasonable to satisfy the Council that appropriate action has been taken to safeguard the Service Users or the Council.
19. ACCRUED RIGHTS AND REMEDIES
19.1 The termination of the Contract will not prejudice or affect any claim, right, action or remedy that will have accrued or will thereafter accrue to either party.
20. RIGHTS AND DUTIES RESERVED
20.1 All rights, duties and powers which the Council has as a local Council or which the Council's officers have as local Council officers are expressly reserved.
21. SURVIVAL OF TERMS
21.1 The terms of the Contract will (except in respect of any obligations fully performed prior to or at the completion of the Services) continue in force and effect after the completion of the Services by You.
22. ANTI-SLAVERY
22.1 In performing Your obligations under the Contract You shall:
(a) comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including but not limited to the Modern Slavery Act 2015; and
(b) not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK; and
(c) ensure that each of Your sub-contractors and suppliers shall comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force including but not limited to the Modern Slavery Act 2015.
22.2 You represent and warrant that neither You nor any of Your officers, employees or other persons associated with You:
(a) have been convicted of any offence involving slavery and human trafficking; and
(b) having made reasonable enquiries, so far as You are aware, have been or are the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence of or in connection with slavery and human trafficking.
22.3 You shall implement due diligence procedures for Your sub-contractors, and suppliers and other participants in Your supply chains, to ensure that there is no slavery or human trafficking in Your supply chains.
22.4 You shall notify the Council as soon as You become aware of:
(a) any breach, or potential breach, of the applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force; or
(b) any actual or suspected slavery or human trafficking in a supply chain which has a connection with this Contract.
22.5 The Council may terminate the Contract with immediate effect by giving written notice to You if You or any of Your supply chain commits a breach of the applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force.
23. LAW
23.1 This Contract shall be governed by and construed in accordance with English law and the Parties submit to the exclusive jurisdiction of the courts of England and Wales.
24. ENTIRE CONTRACT
24.1 This Contract is the entire Contract between the Parties and supersedes all representations, communications and prior Contracts between the Parties in that regard. Each party acknowledges that it has entered into this Contract in reliance only on the representations, warranties, promises and terms contained or expressly referred to in this Contract and, save as expressly set out in these terms and conditions, neither Party shall have any liability in respect of any other representation, warranty or promise unless it was made fraudulently.
SCHEDULE
PART A: DATA PROCESSING DETAILS
Processing of the Protected Data by You under this Contract shall be for the subject-matter, duration, nature and purposes and involve the types of Personal Data and categories of Data Subjects set out in this Part A.
1. Subject-matter of processing: For the performance of the Services.
2. Duration of the processing: Processing shall take place until the Processing End Date.
3. Nature and purpose of the processing: All operations on the Protected Data as may be required for the performance of the Services only including collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, erasure, destruction or other use.
4. Type of Personal Data: Name, address, date of birth, telephone number, email address or other Personal Data as may be processed in the performance of the Services.
5. Categories of Data Subjects: Council tenants, residents, members of the public, employees (including volunteers, agents, and temporary workers) or other categories of Data Subjects as may be required for the performance of the Services.
PART B: MINIMUM TECHNICAL AND ORGANISATIONAL SECURITY MEASURES
1. Without prejudice to its other obligations, the You shall implement and maintain at least the following technical and organisational security measures to protect the Protected Data:
1.1 In accordance with the Data Protection Laws, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of the Protected Data to be carried out under or in connection with this Agreement, as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons and the risks that are presented by the processing, especially from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Protected Data transmitted, stored or otherwise processed, You shall implement appropriate technical and organisational security measures appropriate to the risk, including as appropriate those matters mentioned in Articles 32(1)(a) to 32(1)(d) (inclusive) of the GDPR.
1.2 Without prejudice to Your other obligations, including as appropriate:
(a) encryption of data in transit by using suitable encryption solutions such as using https;
(b) encryption of data at rest on all devices, including portable devices, using suitable encryption solutions;
(c) only accessing data remotely using secure networks;
(d) use of multi-factor authentication for internet facing systems;
(e) timely decommissioning and secure wiping (that renders data unrecoverable) of old software and hardware;
(f) secure disposal of hard copy documents;
(g) completing regular software updates to all hardware and software;
(h) real-time protection anti-virus and anti-malware software and web filtering on all systems;
(i) firewalls and intrusion detection and prevention systems at the network edge;
(j) the use of user access control management, including username and password restrictions, and audit logs;
(k) enforcing unique passwords of sufficient complexity and regular expiry on all devices;
(l) the use of data backup and disaster recovery measures and procedures;
(m) procedures to ensure modifications to any systems, software or hardware are managed to ensure the ongoing confidentiality, integrity, availability of all data;
(n) implementation of relevant policies covering Information Security, Data Protection, Bring Your Own Device, Acceptable Use and Clear Desk;
(o) regular training of all Staff on confidentiality, data processing obligations, identification of Personal Data Breaches and risks;
(p) suitable physical controls in place to protect data, networks and premises such as physical security on premises including reception or front desk, security passes, storage of documents in secure cabinets, secure disposal of materials, CCTV;
(q) annual testing to assess and evaluate the effectiveness of the security measures set out in this paragraph 1.2 of this Part B.
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