Terms & Conditions - Services (Low relevance to RR)

1. Definitions and Interpretation

For the purposes of the contract, except where expressly stated to the contrary, the following words in capitals shall have the following meanings;

UNIVERSITY means the University of Leicester
UNIVERSITY'S MATERIALS means all materials, plant, machinery, equipment and any other items supplied to the CONTRACTOR by the UNIVERSITY
CONTRACT means the documents described in the Form of Tender as forming the CONTRACT or, if there is no Form of Tender, the documents described as forming the CONTRACT in the UNIVERSITY'S written notification to the CONTRACTOR of the award of the CONTRACT.
CONTRACT PRICE means the sum(s) to be paid by the UNIVERSITY to the CONTRACTOR under the CONTRACT.
CONTRACTOR means the person(s), firm or company awarded the CONTRACT by the UNIVERSITY and any modification thereof as may from time to time be provided or approved in writing to the CONTRACTOR by the UNIVERSITY.
SCOPE means the description of the activities to be performed in accordance with the CONTRACT and any modification thereof as may from time to time be provided or approved in writing to the CONTRACTOR by the UNIVERSITY.
SERVICES means the execution of the SCOPE in accordance with the CONTRACT including, but not limited to, the provision by the CONTRACTOR of all necessary resources such as personnel, goods, materials, plant and equipment.
SITE means the place(s) where the SERVICES are to be performed.
PERSONAL DATA means personal data as defined by the Data Protection Act 1998, namely data which relate to a living individual who can be identified from those data, or from those data and other information which is in the possession of or is likely to come into the possession of the UNIVERSITY and/or the CONTRACTOR, and includes any expression of opinion about the individual and any indication of the intentions of the UNIVERSITY or any other person in respect of the individual.
PROCESSING means, in relation to Personal Data, obtaining, recording or holding the Personal Data or carrying out any operation or set of operations on the Personal Data, including:
(a) organisation, adaptation or alteration of the Personal Data,
(b) retrieval, consultation or use of the Personal Data,
(c) disclosure of the Personal Data by transmission, dissemination or otherwise making available, or
(d) alignment, combination, blocking, erasure or destruction of the Personal Data.

2. Designated Representatives

(a) The UNIVERSITY may by written notice to the CONTRACTOR appoint a UNIVERSITY Representative who shall have the authority to act on behalf of the UNIVERSITY on such matters in connection with the CONTRACT as shall be specified in such notice. The UNIVERSITY may by further written notice or notices to the CONTRACTOR revoke or amend the authority of the UNIVERSITY Representative or appoint a new UNIVERSITY Representative.
(b) Subject to any limitations specified by the UNIVERSITY in Clause 2 (a) the UNIVERSITY Representative may from time to time by written notice to the CONTRACTOR delegate all or part of his authority to an assistant or assistants who shall be known as "UNIVERSITY Assistant Representative (s)" The UNIVERSITY Representative may by further written notice to the CONTRACTOR revoke or amend the delegated authority of any UNIVERSITY Assistant Representative or appoint a new UNIVERSITY Assistant Representative.
(c) The CONTRACTOR may by written notice to the UNIVERSITY appoint a CONTRACTOR Representative who shall have authority to act on behalf of the CONTRACTOR on such matters in connection with the CONTRACT as shall be specified in such notice.

3. Performance Review

Both parties agree to review the performance of the CONTRACT one month after written notice of commencement of the CONTRACT and then undertake further reviews at six monthly intervals until such time as the University may decide that a review or reviews are inappropriate.

4. Assignment and Sub-Contracting

(a) (i) The CONTRACTOR shall not assign the CONTRACT in whole or in part of any benefit or interest therein without the prior written consent of the UNIVERSITY.
(ii) The UNIVERSITY may assign or otherwise transfer the CONTRACT in whole or in part or any benefit or interest therein to any other party by written notice to the CONTRACTOR.
(b) (i) The CONTRACTOR shall not sub-contract the whole or any part of the SERVICES including sub-contracting for labour only, without the prior written consent of the UNIVERSITY. If such consent is given it shall not relieve the CONTRACTOR from any liability or obligation under the CONTRACT and the CONTRACTOR shall be responsible for the acts, omissions, defaults or negligence of any sub-contractor, its agents, servants, or workmen as fully as if they were the acts, omissions, defaults or negligence of the CONTRACTOR.
(ii) If the consent is granted by the UNIVERSITY under Clause 4(b)(i) the
CONTRACTOR shall ensure that all rights, duties and obligations that the CONTRACTOR has under the CONTRACT shall be included in any contract that the CONTRACTOR has with any sub-contractor.

5. Quality of the Services

(a) The SERVICES shall be carried out to the satisfaction of the UNIVERSITY and the CONTRACTOR shall use the standard of skill and care which is ordinarily exercised by experienced and competent contractors performing services of a similar nature to the SERVICES. Where the SERVICES include the provision of goods, materials or plant, these shall be of merchantable quality and fit for their common or specified purposes.
(b) The UNIVERSITY may at any time, subject to reasonable notice, inspect any part of the SERVICES
(c) Notwithstanding that the SERVICES or any part thereof have been the subject of any
instruction, review, approval, acknowledgement or inspection, the CONTRACTOR shall not be relieved from any liability or obligation under the CONTRACT.
(d) If the UNIVERSITY serves written notice advising the CONTRACTOR of any deficiency in the SERVICES, which in the opinion of the UNIVERSITY is attributable to the CONTRACTOR, the CONTRACTOR shall, without prejudice to the UNIVERSITY'S other rights, promptly remedy the deficiency in the SERVICES as required by the UNIVERSITY. All costs of such remedy shall be borne by the CONTRACTOR. If the CONTRACTOR fails to remedy the deficiency promptly in accordance with the UNIVERSITY'S written notice, the UNIVERSITY may remedy or cause to be remedied any deficiency at the CONTRACTOR'S cost.

6. Commencement

The CONTRACTOR shall commence the SERVICES either on the date for commencement of the SERVICES which is notified in writing at the date of the award of CONTRACT or otherwise on such date as shall be notified within a reasonable period thereafter by the UNIVERSITY in writing. Thereafter the CONTRACTOR shall without delay proceed with the SERVICES in accordance with the CONTRACT.

7. Contractor's Personnel

If the UNIVERSITY shall at any time be dissatisfied for any reason with the performance of any person engaged in the carrying out of the SERVICES, the CONTRACTOR shall, if the UNIVERSITY so requires, cease to engage such person in the execution of the SERVICES and provide a competent substitute within 24 hours at no additional cost to the UNIVERSITY.

8. Variations

(a) The UNIVERSITY may from time to time during the SERVICES, until completion thereof in accordance with Clause 11, vary the SCOPE. Such variations may include, but are not limited to, additions, omissions, substitutions, alterations, changes in quality, form, character, kind, position, dimensions, level or line, and changes in any specified sequence method or timing of the SERVICES.
(b) If the CONTRACTOR considers that any directions of the UNIVERSITY vary the SCOPE and/or will then or later reduce or increase the CONTRACT PRICE, the CONTRACTOR shall promptly notify the UNIVERSITY in writing giving details thereof.
(c) Any adjustment to the CONTRACT PRICE shall be determined in accordance with the rates/prices specified in the CONTRACT (if applicable). If the CONTRACT shall not contain such rates/prices then reasonable rates/prices shall be agreed by the parties and the CONTRACTOR shall provide the UNIVERSITY with whatever supporting evidence the UNIVERSITY may reasonably require to enable such reasonable rates/prices to be determined.
(d) If:
(i) under Clause 8(b) the UNIVERSITY does not agree that its directions vary the SCOPE or will reduce or increase the CONTRACT PRICE,
or
(ii) under Clause 8(c) rates/prices are not agreed between the UNIVERSITY and the CONTRACTOR.
The UNIVERSITY shall notify the CONTRACTOR in writing of its reasons.
Notwithstanding such disagreement the CONTRACTOR shall, unless otherwise notified by the UNIVERSITY, carry out such variations without prejudice to any of its other rights under the CONTRACT or at law.
(e) The CONTRACTOR shall when carrying out any such variations be bound by the CONTRACT.

9. Suspension

(a) The CONTRACTOR shall on written instructions of the UNIVERSITY suspend the whole of the SERVICES or any part thereof and shall take all measures necessary to protect and secure the same. If, following such suspension, any additional costs are notified to the UNIVERSITY by the CONTRACTOR and are in the opinion of the UNIVERSITY reasonably and necessarily incurred by the CONTRACTOR, such suspension shall be treated as a variation in accordance with Clause 8 upon substantiation by the CONTRACTOR to the satisfaction of the UNIVERSITY. The CONTRACTOR shall, however, use its best endeavors to mitigate the financial and other effects of such suspension.
(b) Notwithstanding Clause 9(a), no additional costs shall be payable by the UNIVERSITY if the suspension arises as a result of any act, omission default or negligence on the part of the CONTRACTOR.
(c) The UNIVERSITY may at any time by written notice to the CONTRACTOR authorise resumption of all or any part of the suspended SERVICES and the CONTRACTOR shall, on being given such notice, promptly resume performance of the SERVICES or part thereof in accordance with the terms of such notice.

10. Termination

(a) Either party may terminate the whole or any part of the CONTRACT forthwith without compensation if:-
(i) written notice has been given to the other party of a substantial or persistent breach stating the period during which such breach is to be rectified and the party given such notice has failed to satisfactorily remedy such breach within the period stated. For the purposes of clarification, the UNIVERSITY may also terminate the CONTRACT if notice has been given to the CONTRACTOR of a substantial or persistent breach of clause 29 Equality and in so far as the breach is capable of remedy the CONTRACTOR fails to remedy the breach within the period stipulated by the UNIVERSITY; or
(ii) the other party:-
- becomes bankrupt or insolvent; or
- makes or attempts to enter into any arrangement or composition with its creditor(s); or
- agrees to carry out the CONTRACT under a committee of inspection of its creditors; or
- issues a notice calling a meeting to pass a resolution for its winding up or is wound up by an order of the Court; or
- has a provisional liquidator, receiver, manager or administrator appointed.
(b) If the UNIVERSITY terminates:-
(i) under Clause 10(a) the University may in addition to any of its other rights and remedies recover from the CONTRACTOR any additional cost incurred over and above the CONTRACT PRICE in completing the SERVICES.
(ii) the UNIVERSITY may deduct such additional cost from amounts (if any) as are due to the CONTRACTOR to otherwise recover such cost as a debt due from the CONTRACTOR. Subject to the foregoing, however, the CONTRACTOR may recover from the UNIVERSITY, by way of full and final satisfaction of all claims, those monies which the UNIVERSITY agrees were accured due prior to such termination.
(c) If the CONTRACTOR terminates under Clause 10(a), the CONTRACTOR shall immediately vacate the SITE and return all UNIVERSITY MATERIALS. Thereafter, the CONTRACTOR may without prejudice to any of its other rights or remedies under the CONTRACT, recover from the UNIVERSITY by wall of full and final satisfaction of all claims, all monies accrued due prior to such termination plus all reasonable costs actually and necessarily incurred by the CONTRACTOR directly and exclusively as the result of such early termination.
(d) Without prejudice to the rights of the UNIVERSITY to terminate the CONTRACT under Clause 10(a), the UNIVERSITY may for any other reason whatsover terminate the CONTRACT or part thereof at any time by giving written notice to the CONTRACTOR and specifying the date from which termination shall be effective. In such event the UNIVERSITY shall make reasonable payment to the CONTRACTOR for all work performed prior to the date of termination and any approved additional costs necessarily incurred by the CONTRACTOR as a direct result of such termination.
(e) Any sums recoverable by the CONTRACTOR under Clause 10(b)(ii), 10(c) and 10(d) shall not exceed the CONTRACT PRICE.

11. Completion of the Services

The CONTRACTOR shall complete the SERVICES within the period specified in the CONTRACT.

12. Clearance on Completion

On completion of the SERVICES the CONTRACTOR shall promptly remove from the SITE of the UNIVERSITY all equipment and clear away surplus materials (other than any surplus UNIVERSITY'S MATERIALS which shall be returned to the UNIVERSITY'S appropriate store) and rubbish and leave the SITE of the UNIVERSITY in a clean, safe and tidy condition to the satisfaction of the UNIVERSITY.

13. Defects Correction Period

(a) The CONTRACTOR shall, for a period of 12 months following completion of the SERVICES in accordance with Clause 11, be responsible for repairing or remedying, as its own expense and to the satisfaction of the UNIVERSITY, any defects arising from the SERVICES.
(b) The CONTRACT shall apply to all repairs and remedial work required under the provisions of Clause 13(a).
(c) Performance of the CONTRACTOR'S obligations pursuant to Clause 13 shall not relieve the CONTRACTOR from any liability arising out of or connected with its other obligations under the CONTRACT.

14. Payment

(a) The CONTRACTOR shall submit to the UNIVERSITY, at the address stated in the CONTRACT, a detailed priced invoice or invoices in accordance with the CONTRACT. The invoice(s) shall show or have attached all information necessary to support the invoiced amount therein including all relevant time sheets or schedules.
(b) Unless otherwise specified in the CONTRACT, the UNIVERSITY shall pay the price of the SERVICES within 30 days after the end of the month of receipt by the UNIVERSITY of a proper invoice or, if later, after acceptance of the SERVICES in question by the UNIVERSITY.
(c) (i) All sums payable under the CONTRACT shall be exclusive of Value Added Tax which may be added to the invoice where appropriate. The UNIVERSITY shall pay to the CONTRACTOR any UK Value Added Tax properly chargeable in respect of the SERVICES after receipt of a tax invoice in a form acceptable to the UNIVERSITY.
(ii) The CONTRACTOR shall pay all other taxes arising under the CONTRACT.
(d) The UNIVERSITY shall, unless otherwise specified in the CONTRACT, make payment in Pounds Sterling.
(e) The UNIVERSITY shall be entitled to set-off against the CONTRACT PRICE any sums owed to the UNIVERSITY by the CONTRACTOR.

15. University's Materials

(a) Title to and property in UNIVERSITY'S MATERIALS shall remain with the UNIVERSITY at all times.
(b) Notwithstanding the above the CONTRACTOR shall be responsible for any loss of or damage to UNIVERSITY'S MATERIALS whilst in the CONTRACTOR'S care, custody or control.
(c) The CONTRACTOR shall, following completion of the SERVICES or an earlier request by the UNIVERSITY, return the UNIVERSITY'S MATERIALS in good condition, fair wear and tear accepted.
(d) UNIVERSITY'S MATERIALS made available to the CONTRACTOR shall be identified in the CONTRACTOR'S records and clearly marked as "the property of University of Leicester"

16. Indemnity

(a) The CONTRACTOR shall be liable for and shall indemnify and defend the UNIVERSITY from all losses, costs, damages and expenses of every kind arising out of any claim in respect of injury or sickness, disease or death
of any person or loss of or damage to any property arising out of the CONTRACT and shall, at its own cost and at the UNIVERSITY'S request, defend the UNIVERSITY in any proceedings involving the same, except that the UNIVERSITY shall be liable for and shall indemnify and defend the CONTRACTOR from all losses, costs, damages, and expenses of every kind, arising out of any claim to the extent that the said injury, sickness, disease, death, loss or damage is caused or contributed to by the negligence of the UNIVERSITY.
(b) The CONTRACTOR shall be liable for and shall defend the UNIVERSITY from all losses, costs damages and expenses of every kind arising out of any claim in respect of any infringement or alleged infringement of any patent, copyright or other intellectual property rights arising by reason of the use or embodiment in the SERVICES of any articles supplied by the CONTRACTOR or which arise out of or in connection with the CONTRACTOR'S obligations under the CONTRACT, except that this indemnity shall not apply in respect of any infringement or alleged infringement arising as a result of the correct use by the CONTRACTOR of a design supplied by the UNIVERSITY.

17. Insurance

(a) the CONTRACTOR shall effect and maintain and shall require its sub-contractors to effect and maintain throughout the continuance of the CONTRACT, insurance policies with insurers under forms of policies satisfactory to the UNIVERSITY which shall include, but not be limited to, the types and amounts set out in Clause 17(d). Such policies shall contain a waiver of subrogation rights in favour of the UNIVERSITY which reflect the provisions of Clause 16. The CONTRACTOR shall bear any and all excesses, deductibles or franchises incorporated therein.
(b) The CONTRACTOR may be requested to provide the UNIVERSITY with Certificates of Insurance. Certificates shall be provided within fifteen days (15) of such request. Failure to provide such Certificates may be taken by the UNIVERSITY to indicate that the CONTRACTOR has failed to meet its obligations to provide the insurance cover required under the CONTRACT. The CONTRACTOR shall also provide the UNIVERSITY with updated Certificates on the renewal anniversary of any policies required hereunder.
(c) The CONTRACTOR shall give immediate written notice to the UNIVERSITY and all insured parties in the event of cancellation or material change which may affect the UNIVERSITY'S or any insured party's interest.
(d) The insurance policies referred to in Clause 17(a) are;
(i) insurance in accordance with employer's liability insurance and occupational disease for an amount of not less than £10,000,000 (ten million pounds) per occurrence or series of occurrences arising from the one event, which shall comply with all applicable laws. Such insurance shall cover all employees of the CONTRACTOR engaged in the performance of the CONTRACTOR'S obligations under the CONTRACT, and shall contain an indemnity to principals clause.
(ii) public liability insurance with a combined bodily injury and property damage limit of not less than £10,000,000 (ten million pounds)  or such other sum as may be specified by the UNIVERSITY per occurrence or series of occurrences arising from the one event. Such insurance shall cover all employees of the CONTRACTOR engaged in the performance of the CONTRACTOR's obligations under the CONTRACT, and shall contain an indemnity to principals clause.
(iii) professional indemnity insurance for an amount of at least £10,000,000 (ten million pounds)  per claim occurring during any period of insurance (with no limit on the number of claims covered by the policy of insurance) or such other sum as may be specified in writing by the UNIVERSITY. Such insurance shall contain an indemnity to principals clause.

18. Intellectual Property

(a) All patents and other intellectual property rights in all documents (including, but not limited to, drawings, working notes and books) transparencies, prints, photographs, negatives, tapes discs, software information or other items created or supplied by the UNIVERSITY to the CONTRACTOR shall remain in the UNIVERSITY. All originals and copies thereof shall be delivered to the UNIVERSITY on completion of the SERVICES or earlier upon receipt of the UNIVERSITY'S written notice to the CONTRACTOR and the CONTRACTOR shall be required to certify that none are retained in its possession.
(b) All patents, copyright and other intellectual property rights relating to the SERVICES shall vest in the UNIVERSITY and the CONTRACTOR waives in favour of the UNIVERSITY all moral right therein.

19. Liens

The CONTRACTOR shall protect and hold all property of the UNIVERSITY free from all liens, charges and other encumbrances.

20. Visitors

(a) The CONTRACTOR shall obtain the written approval of the UNIVERSITY before bringing visitors on to the SITE of the UNIVERSITY or allowing access by persons to the SITE of the UNIVERSITY other than those directly employed upon the SERVICES.
(b) The CONTRACTOR shall ascertain from the UNIVERSITY any regulations and requirements with which visitors must comply and the CONTRACTOR shall make these known to any visitors before their entry on to the SITE. The CONTRACTOR shall require all visitors to sign an appropriate record.

21. Audit Access

The CONTRACTOR shall maintain accurate records relevant to the CONTRACT and shall permit the UNIVERSITY or its authorised personnel and/or agent(s) access at all reasonable times to such records.

22. Laws, Regulations and By-Laws

(a) The CONTRACTOR shall observe and comply with all statutes and regulations together with any bye-laws and regulations of local and other authorities applicable to the SERVICES at the date of the CONTRACT.
(b) If any new law, regulation or bye-law is made after the date of acceptance of the tender/offer, which the CONTRACTOR considers will wither then or later increase or reduce the CONTRACT PRICE, the CONTRACTOR shall promptly notify the UNIVERSITY in writing giving details thereof. If the UNIVERSITY agrees, the CONTRACT PRICE shall be adjusted accordingly.
(c) The CONTRACTOR shall observe any rules of the UNIVERSITY applicable to the SITE of the UNIVERSITY.

23. Health & Safety and Environmental Issues

(a) The CONTRACTOR shall subject to any express requirements to the contrary in the CONTRACT comply with the following provision of this clause in addition to any other requirements for the CONTRACT and nothing in this clause shall derogate from the obligations of the CONTRACTOR to comply with its statutory responsibilities insofar as they relate to the SERVICES.
(b) The CONTRACTOR shall in relation to all persons affected or likely to be affected by the execution of the SERVICES take such steps as are reasonable practicable to ensure their health and safety.
(c) The CONTRACTOR shall carry out such tests and examinations of equipment, plant and materials as may be necessary to ensure the health and safety of anyone who is in, or is likely to come into contact with, or otherwise be affected by the use of such items.
(d) The CONTRACTOR shall make available for inspection by the UNIVERSITY at all times all registers, records and other documentation concerning health & safety and/or environmental matters and relating to the SERVICES.
(e) The CONTRACTOR shall send to the UNIVERSITY a copy of every notice of other communication received from or sent to any person or body concerning health and safety and/or environmental matters and relating to the SERVICES.
(f) The CONTRACTOR shall give the UNIVERSITY written notice within a reasonable time prior to the removal from and/or deliver to the SITE of anything which is toxic or explosive or otherwise hazardous to the health or safety or persons, property or the environment. The notice shall identify the hazard(s) and give full details of the precautions to be taken when using, handling or otherwise coming into contact with such thing together with details of the safe manner of use, handling, transport and storage. The CONTRACTOR shall also ensure that at the time of removal and/or delivery every such thing is suitably packed and is identified on the outside as hazardous.
(g) The CONTRACTOR shall use the best practicable means to prevent noxious or offensive emissions (including noise) while in the course of executing the SERVICES and shall render harmless and inoffensive such emissions that cannot be prevented.
(h) The CONTRACTOR shall not treat, keep or dispose of any waste produced by the CONTRACTOR as a result of the SERVICES in a manner likely to cause harm to the health and safety of any person or harm to the environment and shall comply with every statutory duty which is relevant.
(i) During the execution of the SERVICES the CONTRACTOR shall take such steps as are reasonably practicable to avoid (or, where avoidance is not possible, to minimise) harm to the environment.
(j) The CONTRACTOR shall take a positive approach to the protection of the environment insofar as it relates to or is connected with the SERVICES.
(k) The CONTRACTOR shall ensure that all sub-contractors comply with the provisions of this clause.

24. Publicity

The CONTRACTOR shall obtain written approval from the UNIVERSITY prior to taking photographs or making publicity releases or announcements (including advertisements or erection of signs on the SITE) regarding either the CONTRACT or the activities of the CONTRACTOR relating to its participation on the CONTRACT.

25. Confidentiality

(a) The CONTRACTOR shall keep confidential all information connected with the business of the UNIVERSITY or which comes to the CONTRACTOR'S knowledge under or as a result of the CONTRACT and shall not disclose it to any third party or use it other than for performance of the SERVICES except;
(i) with the prior written agreement of the UNIVERSITY; or
(ii) by requirement of law or any legal or regulatory authority including the application of the Freedom of Information Act 2000
(b) the provisions of Clause 25(a) shall not apply to such information if it is;
(i) in the public domain otherwise than by failure of the CONTRACTOR to comply with Clause 25 (a)
(ii) in possession of the CONTRACTOR before these confidentiality obligations came into effect, or
(iii) obtained from a third party who is free to disclose the same
(c) If the CONTRACTOR enters or has entered into a separate confidentiality Agreement with the UNIVERSITY, the terms of such confidentiality agreement shall take precedence over this Clause 25.
(d) Where the UNIVERSITY receives a freedom of information request in respect of the information the CONTRACTOR holds on behalf of the UNIVERSITY, the CONTRACTOR shall fully co-operate and provide all assistance requested by the UNIVERSITY in order to enable the UNIVERSITY to respond to such request within the timescales provided in the Freedom of Information Act 2000.

26. Data Protection

(a) THE CONTRACTOR shall comply with the Data Protection Act 1998, the regulations made thereunder and any statutory amendments or re-enactments made thereof (together “the Act”), and acknowledges and agrees that it shall be acting as a data processor for the UNIVERSITY as defined by the Act, in respect of the Personal Data Processed by the CONTRACTOR on behalf of the UNIVERSITY under this Agreement.
(b) The CONTRACTOR shall ensure that appropriate technical and organisational measures are established against the unauthorised or unlawful Processing of Personal Data and against loss or destruction of, or damage to, Personal Data Processed by the CONTRACTOR on behalf of the UNIVERSITY. Such measures shall (taking into account the state of technological development and the cost of implementing such measures) be appropriate to the nature of the Personal Data Processed by the CONTRACTOR.
(c) The CONTRACTOR shall only Process Personal Data on behalf of the UNIVERSITY in accordance with this Agreement, in accordance with the Act, and in accordance with any instructions issued by the UNIVERSITY from time to time and for no other purpose whatsoever, save as required by law.
(d) The CONTRACTOR shall keep the Personal Data Processed by the CONTRACTOR under this Agreement safe and confidential, and will ensure that only such of its employees who may be required by the CONTRACTOR to assist it in meeting its obligations under this Agreement shall have access to the Personal Data.
(e) The CONTRACTOR shall adopt and maintain a written security policy in relation to Personal Data Processed by it on behalf of the UNIVERSITY and shall procure that all of its employees are aware of and abide by all of the provisions of such policy and the provisions of this Agreement, in particular this clause [26], and shall make such policy available for inspection on request by the UNIVERSITY.
(f) Where data is taken away from the UNIVERSITY for Processing by the CONTRACTOR, the CONTRACTOR shall, [at times to be agreed between the parties or on reasonable notice or at any time]:
(i) permit the UNIVERSITY’s representatives to gain access to the CONTRACTOR’S premises to enable the UNIVERSITY to ascertain whether the CONTRACTOR is complying with clauses 26(a) to 26(e) inclusive of this Agreement;
(ii) permit the UNIVERSITY’s representatives to have access to the Personal Data processed by the CONTRACTOR on behalf of the UNIVERSITY, including but not limited to where this is necessary in order to enable the UNIVERSITY to respond to a subject access request made under the Act.
(g) The CONTRACTOR will indemnify the UNIVERSITY in full against all losses, claims, costs, expenses or other liabilities awarded against, or incurred by, the UNIVERSITY as a result of, or in connection with, any breach of this clause [26] by the CONTRACTOR, its employees, workers or agents.
(h) On termination of this Agreement the CONTRACTOR shall return to the UNIVERSITY all Personal Data provided to it by the UNIVERSITY and/or otherwise acquired by the CONTRACTOR for the purposes of the provision of the services under this Agreement by the CONTRACTOR.
(i) This Agreement is personal to the CONTRACTOR, who shall not assign, novate, sub-contract or otherwise transfer or dispose of this Agreement or any part of it without the prior consent of the UNIVERSITY, and provided that the CONTRACTOR undertakes to impose obligations on the sub-contractor which reflect the obligations of the CONTRACTOR under this Agreement and which, in any event, are no less stringent.
(j) Notwithstanding clause 26(i), the CONTRACTOR shall remain solely liable to the UNIVERSITY for the performance of the CONTRACTOR’S obligations under this Agreement and for any and all acts, defaults and/or omissions of the CONTRACTOR’S permitted sub-contractor(s).
(k) For the avoidance of doubt nothing in this Agreement shall confer on any sub-contractor or other third party any benefit or the right to enforce any provision of this Agreement.

27. Waiver

The CONTRACT shall not be waived in whole or in part except where agreed by both parties in writing.
The non enforcement of any of the terms of the CONTRACT by either party shall not be construed as a waiver of any of that party's other rights.

28. Notices

All notices shall be given in writing and be delivered by hand or sent by telex, facsimile or recorded delivery post to the address of the relevant party as stated herein or to any subsequently notified address. Any notice sent by telex or facsimile shall be deemed to have been served at the time of transmission. A notice sent by post shall be deemed to have been served four days after posting.

29. Equality

The Contractor shall comply with all European and UK legislation and statutory codes of practice relating to equality of opportunity as are in force and as may be amended, extended, re-enacted or consolidated from time to time, including (but without limitation), the Race Relations Act 1976.

30. Prevention of Bribery and Corruption

(a) The Contractor shall comply with all applicable laws, regulations, requirements and codes of practice in all of its activities and in performing its role under this Contract. 

(b) The Contractor shall also comply with all policies and regulations of the University that are notified to the Contractor from time to time including the University’s  Policy on the Prevention of Bribery and Corruption, a copy of which is available at;

http://www2.le.ac.uk/offices/finance/staff/regulations/appendices/appendix-d-gifts-and-hospitality

(c) The Contractor shall indemnify the University and keep it fully indemnified against all claims, demands, actions, penalties, fines, liabilities and costs that the University may incur or suffer as a result of the acts or omissions of the Contractor and/or any breach by the Contractor of any provision of this clause.

31. Freedom Of Information

31. The CONTRACTOR acknowledges that The UNIVERSITY may be deemed a public authority as defined by Freedom of Information Act 2000 (as amended from time to time) and any subordinate legislations made under it or any superseding enactment and regulations (the “FOI Legislation”) and therefore recognises that The UNIVERSITY may be the subject of a request for information made by any person to the UNIVERSITY.

31.1. The UNIVERSITY will inform the CONTRACTOR whenever it receives a request for information or class of information relating to this CONTRACT or otherwise relating to the CONTRACTOR which has been designated as falling within an exemption to disclosure under FOI Legislation (“Exempt Information”) setting out:

31.2.1  the nature of the request

31.2.2 where possible, the identity of the person making the request for information;

31.2.3 what Exempt Information is covered by the request;

31.2.4 whether the UNIVERSITY intends to disclose the information requested (including the intention to disclose any Exempt Information); and

31.2.5 a reasonable timescale in which the CONTRACTOR must make any representations to the UNIVERSITY or express any objection to the disclosure of the Exempt Information.

31.3 In the event that the UNIVERSITY discloses any Exempt Information pursuant to this Clause, such disclosure shall not be deemed to be a breach of the confidentiality of this CONTRACT.

31.4 This clause shall survive the expiry or termination of this CONTRACT.

31.5 Where the UNIVERSITY receives a freedom of information request in respect of the information the SELLER holds on behalf of the UNIVERSITY,
the CONTRACTOR shall fully co-operate and provide all assistance requested by the UNIVERSITY in order to enable the UNIVERSITY to respond to such
request within the timescales provided in the Freedom of Information Act 2000.

32. Governing Law

The CONTRACT shall be governed and construed in accordance with English Law. In respect of any dispute under or arising out of the CONTRACT, the UNIVERSITY and the CONTRACTOR hereby agree to submit to the jurisdiction of the English Courts.

33. Entirety

The CONTRACT comprises the entire agreement between the parties to the exclusion of all other terms and conditions and prior or collateral agreements, negotiations, notices of intention and representations and the parties agree that they have not been induced to enter into the CONTRACT on the basis of any representation. Furthermore, the parties shall not be bound by or be liable for any statement, representation, promise, inducement or understanding of any kind or nature not set forth in the CONTRACT and no amendment to the CONTRACT, other than variations to the SCOPE in accordance with Clause 8, shall be binding on either party unless in writing and signed by an authorised representative of each party.

Updated 6/3/2013