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INVITATION TO TENDER
Bluecoat Primary Academy Playground Redevelopment 18-19
Invitation to Tender Issue Date: 21st January 2019
Acknowledgement of Tender: 28th January 2019
Tender Return Date: 15th February 2019
ContentsINTRODUCTION...................................................................................................................................8
TENDER CONDITIONS......................................................................................................................10
1. General....................................................................................................................................10
2. Acknowledgement of Tender Documents...............................................................................10
3. Acceptance of Tender..............................................................................................................10
4. Tender Submission..................................................................................................................11
5. Pricing......................................................................................................................................13
6. Use of Tender Documents.......................................................................................................13
7. Evaluation Process...................................................................................................................13
8. Freedom of Information..........................................................................................................14
TENDER REQUIREMENTS................................................................................................................15
QUALITATIVE TENDER RESPONSE...............................................................................................21
SECTION A Company Details..................................................................................................21
SECTION B Experience of the Company.................................................................................22
SECTION C References...........................................................................................................23
SECTION D Insurance.............................................................................................................23
RESPONSE PRICE MATRIX...............................................................................................................24
Supporting Information for Tender Return..................................................................................25
PROJECT METHODOLOGY...............................................................................................................26
FORM OF TENDER.............................................................................................................................27
CERTIFICATE OF NON-COLLUSION..............................................................................................28
CONTACT INFORMATION................................................................................................................29
NEW SUPPLIER INFORMATION FORM..........................................................................................30
CONDITIONS OF CONTRACT ACCEPTANCE...............................................................................32
DEFINITIONS AND INTERPRETATION............................................................................................3
2. SUPPLY OF GOOD AND SERVICES........................................................................................8
3. TERM............................................................................................................................................9
4. ORDERS........................................................................................................................................9
5. [MANUFACTURE], QUALITY AND PACKAGING................................................................9
6. DELIVERY.................................................................................................................................10
7. ACCEPTANCE AND DEFECTIVE GOODS............................................................................10
8. TITLE AND RISK......................................................................................................................11
9. INSURANCE AND RECALL....................................................................................................11
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10. CHARGES AND PAYMENT.....................................................................................................11
11. TERMINATION..........................................................................................................................12
12. CONSEQUENCES OF TERMINATION...................................................................................12
13. DISPUTE RESOLUTION...........................................................................................................13
14. CONFIDENTIALITY.................................................................................................................13
15. INTELLECTUAL PROPERTY RIGHTS...................................................................................13
16. FORCE MAJEURE.....................................................................................................................14
17. SAFEGUARDING CHILDREN AND VULNERABLE ADULTS...........................................14
18. ANTI-DISCRIMINATION.........................................................................................................15
19. HEALTH AND SAFETY............................................................................................................15
20. AUDIT.........................................................................................................................................15
21. DATA PROTECTION................................................................................................................15
22. FREEDOM OF INFORMATION...............................................................................................15
23. ASSIGNMENT AND SUBCONTRACTING............................................................................16
24. NOTICES....................................................................................................................................16
25. FURTHER ASSURANCE..........................................................................................................17
26. SEVERANCE..............................................................................................................................17
27. THIRD PARTIES........................................................................................................................17
28. NO PARTNERSHIP OR AGENCY...........................................................................................17
29. WAIVER AND CUMULATIVE REMEDIES...........................................................................17
30. VARIATION...............................................................................................................................18
31. TRADE MARK LICENCE.........................................................................................................18
32. COUNTERPARTS......................................................................................................................18
33. COSTS.........................................................................................................................................18
34. ENTIRE AGREEMENT.............................................................................................................18
35. GOVERNING LAW AND JURISDICTION..............................................................................18
36. ANTI-BRIBERY.........................................................................................................................18
37. EMPLOYMENT..........................................................................................................................19
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IntroductionWelcome to Archway Learning Trust. Archway Learning Trust is a highly successful Trust, with an
expanding number of academies covering the ages of 3-19 and operating across Nottingham City.
Archway Learning Trust is a vibrant learning community, where students are cared for, receive a high
quality education and experience every opportunity to be successful.
Archway Learning Trust, previously Bluecoat Academies Trust was formed in April 2014 as a result of
the very long and successful history of Bluecoat Academy. The Trust comprises of Bluecoat Aspley
Academy which includes the Sixth Form, Bluecoat Wollaton Academy, Bluecoat Beechdale Academy
and Bluecoat Primary Academy and The Nottingham Emmanuel School.
Our aim as a Trust is to be recognised nationally and internationally as we develop our innovative
approach to inclusive, enriching and balanced cross curricular teaching, preparing young people for
lifelong learning based firmly on our Christian principles. The Trust is family to the following schools:
Bluecoat Aspley Academy
Bluecoat Aspley Academy has over 1500 students, including over 550 in the
Sixth Form. Bluecoat Academy Aspley is the largest school in the Trust and
was the founder of Archway Learning Trust (previously known as Bluecoat
Academies Trust). The Academy is both distinctively Christian and inclusive
with all students being part of the large, diverse and multi ethnic family that
we are very proud to be a part of.
Bluecoat Academy Wollaton
Bluecoat Wollaton Academy has over 780 learners aged 11-16, and like
Bluecoat Academy Aspley is both distinctively Christian and inclusive with a
relentless ambition to enable every member of our Academy ‘family’ to be
the best they can be. Bluecoat Wollaton Academy was recently graded as
‘Outstanding’ in all categories in its recent Ofsted inspection in 2018 and has
a strong pastoral and academic reputation across the city. Bluecoat Wollaton
benefited from a rebuilding programme under Building Schools for the Future
and now boasts some of the most state of the art accommodation in the
Trust
Bluecoat Beechdale Academy
Bluecoat Beechdale Academy is a growing school, with almost 700 students
currently on roll. The numbers have increased each year since out
sponsorship began and we are delighted with the growing confidence that
local families are expressing by making Beechdale their first choice school in
increasing numbers. Bluecoat Beechdale is not formally designated as a
Church of England academy, but shares the ethos and many of the Bluecoat
values.
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Bluecoat Primary Academy
Bluecoat Primary Academy opened in January 2015. The primary school is
located near our Bluecoat Beechdale Academy in a brand new, state of the
art building on Harvey Road and this new accommodation will be home to
420 primary aged children; 26 three year olds and like Bluecoat Aspley and
Bluecoat Wollaton Academy is both distinctively Christian and inclusive.
The Nottingham Emmanuel School
The Nottingham Emmanuel School will be forming partnership with the Trust
in January 2018. It has over 950 students, including over 130 in the Sixth
Form. The Nottingham Emmanuel School is a coeducational Church of
England secondary school and sixth form, located near the banks of the river
Trent in West Bridgford.
Bluecoat SCITT
Based at Bluecoat Aspley Academy, the Bluecoat SCITT offers school based
Primary and Secondary Teacher training in a range of schools and subjects. As
an accredited provider of school based teacher training, we are committed to
training OUTSTANDING teachers to work within the East Midlands region.
Our comprehensive one year School Direct Training Programme is offered for
both Primary and Secondary trainees, as well as a salaried option in certain
subjects.
The Trust is looking for an exceptional contractor to support Bluecoat Primary Academy in the
redevelopment of its external playground space. The project aims to provide an outdoor multi-
sports facility which will help promote a healthy lifestyle and boost mental wellbeing. Children will
have the opportunity to take part in physical activity in a more attractive environment with external
PE/sports equipment that is easily accessible and a joy to use. We are expecting to receive at the end
of the project a high quality external sports facility ready to transform the physical education
provision and outdoor games and playtime offering at Bluecoat Primary Academy.
You are invited to respond to this Tender and provide the Trust with the equipment and services
required to make our plans a reality.
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Tender Conditions1. General
1.1 The enclosed ITT provides information for consideration with respect to Archway Learning
Trust’s contract(s) for the Playground Redevelopment Project at the Bluecoat Primary
Academy.
1.2 Tenderers are expected to be able to source all of our needs. All Tenderers must respond
using the template provided which separates each requirement into a response and allows
Tenderers to address the specific criteria for the Tender.
1.3 Tenderers are required to answer all applicable questions and include all documentation
requested for the requirements that they intent to Tender for. The Tender must be
completed in English.
1.4 Tenderers must complete all sections of the Tender. Tenderers must show how they will
comply with all Tender requirements. Tenderers must also complete all general Tender
requirements as listed in section 4.4.2.
1.5 Original documents must not be included, as Archway Learning Trust does not accept
responsibility for returning them.
1.6 All information received in connection with this Tender application will be treated in the
strictest confidence.
1.7 Any Tender not complying fully with any of the instructions in this document may be
rejected by Archway Learning Trust, whose decision in the matter will be final.
2. Acknowledgement of Tender Documents2.1 The recipient of this ITT is requested to acknowledge the Tender invitation. The recipient
should provide a letter to the Trust, which clearly states that they have received the ITT, and
state their intention on responding to the Tender and what they intend to tender for.
2.2 The Acknowledgement to Tender Letter should be sent to:
Bluecoat Primary Academy Playground Redevelopment ProjectFAO: Angela LabbateArchway Learning TrustAspley Lane, NottinghamNG8 5GY
2.3 A sample letter is provided in Appendix A.
3. Acceptance of Tender3.1 Archway Learning Trust shall not be under any obligation to accept the lowest Tender or any
Tender. Archway Learning Trust reserves the right to cancel the entire or parts of the
Tender, without such an action conferring any rights to compensation on the Tenderers.
3.2 At no time from the date of issue of the ITT should the Tenderer prior to submitting or
following the bid submission communicate with any person in the first instance other than in
writing to Archway Learning Trust, care of Angela Labbate, Archway Learning Trust, Aspley 6
Lane, Nottingham, NG8 5GY. Replies made by Archway Learning Trust to any enquiry will be
copied to all Tenderers who have expressed their intent to respond as defined in section 2.
Failure to abide by this ruling could disqualify the Tenderer’s proposal from being
considered.
3.3 Archway Learning Trust has no liability to settle any cost incurred by the Tenderer as a result
of the Tendering procedure.
3.4 The Tender must be based upon the terms, conditions and specifications set out in these
documents, otherwise it may be rejected on the basis of being unsuitable and non-
compliant. The Form of Tender may not be modified in any way.
3.5 Tenderers will be notified of the outcome of their Tender submission at the earliest possible
time.
3.6 No Tender will be deemed to have been accepted unless such acceptance has been notified
to the Tenderer in writing.
3.7 In case a Tender appears to be abnormally low in relation to the services to be provided,
Archway Learning Trust will request clarification in writing and/or explanation concerning its
elements. Archway Learning Trust reserves the right to exclude a Tender, if after a
verification process based on the explanations and evidence received it comes to the
conclusion that the Tender is abnormally low.
4. Tender Submission4.1 Tender return and Validity
Tenderers must return two hard copies and an electronic copy, burned onto CD, of their
Tender responses. These should be sent by post to the following address:
Bluecoat Primary Academy Playground Redevelopment ProjectFAO: Angela LabbateArchway Learning TrustAspley Lane, NottinghamNG8 5GY
Tenderers may deliver by hand if they so wish also to the same address as above. Tender
responses must be delivered in a sealed in an envelope, not bearing any indication of the
Tenderer’s identity through any marking or franking on the envelope. Both copies should be
clearly marked with the reference: Arts Corridor Classroom Redevelopment
4.2 Submission of Tenders
In completing the Tender documentation the Tenderer shall prepare and submit its tender
giving due consideration to the entire tender package. The requirements for submission of
Tenders are that the Tenderer shall:
Company Details
Company’s Experience
Company Structure
References
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Insurance
Response
Form of Tender
Certificate of Non-Collusion
Contract Information
New Supplier Information Form
Conditions of Contract Acceptance
Value for Money Statement
Project Methodology
4.3 Amendments to Tender Documents
Archway Learning Trust reserves the right to make changes of a minor drafting nature to the
contract documentation as it sees fit.
4.4 Queries Arising
Where Tenderers have any queries about the Tender documentation which may have a
bearing on the offer to be made, these should be raised in writing to
Bluecoat Academy Primary Playground Redevelopment ProjectFAO: Angela LabbateArchway Learning TrustAspley Lane, NottinghamNG8 5GY
Where any such enquiry is made, Archway Learning Trust will circulate to all Tenderers a
copy of the enquiry and the written reply, although anonymity will be preserved.
Tenderers may also email [email protected] to submit queries.
4.5 Tender Deadlines
Tenderers must observe the following deadlines: 1. Invitation to Tender Issue Date: 21st January 20192. Acknowledgement of Tender: 28th January 20193. Tender Return Date: 15th February 20194. Evaluation Period: 18th February 2019 – 25th February 20195. Board Approval: 2nd April 20196. Supplier Award: 3rd April 20197. Contractor Start: 8th April 20198. Contract Close: 31st May 2019
5. Pricing5.1 Prices shall be submitted in accordance with the Schedule of Prices; Tenders must complete
the detailed cost matrix of the response that they intend to tender for, in order for a valid
submission.
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5.2 Unit rates and prices must be quoted in pounds sterling. Tenders should be submitted
exclusive of Value Added Tax (VAT).
5.3 The price of any contract as part of this procurement exercise is fixed therefore any changes
subsequent to contract must be managed within the agreed price.
5.4 If Archway Learning Trust suspects that there has been an error in pricing of the Tender,
Archway Learning Trust reserves the right to seek clarification, as it considers necessary from
that Tenderer only.
5.5 Tenderers are requested to read the included contract that will be signed between Archway
Learning Trust and the successful Tenderer, making sure that they agree with all the terms of
the contract before submitted their Tender response. Tenderers must sign the Conditions of
Contract Acceptance to confirm their acceptance to the terms.
6. Use of Tender Documents6.1 ITT’s must be treated as private and confidential. Tenderers must not disclose that they have
been invited to Tender or release details of the Tender documents, other than on an “in
confidence” basis to those who have a legitimate need to know, or to those professional
advisers whom the Tenderer needs to consult for the purpose of preparing the Tender.
6.2 Any information given to the Tenderer by way of quantities, plans or report in this document
is only given as a guide. The Tenderer warrants that it has ascertained for itself the accuracy
of the information. No claim against Archway Learning Trust shall be allowed whether in
contract or in tort or under the Misrepresentation Act 1967 or otherwise on the ground of
inaccuracy.
6.3 The copyright in this ITT is vested in Archway Learning Trust. The ITT may not be reproduced,
copied or stored in any medium without the prior written consent of Archway Learning Trust
other than for use strictly for the purpose of preparing a response to this ITT.
7. Evaluation Process7.1 Each response will be evaluated independently from each other and we envisage awarding a
single contract for the entire Tender.
7.2 The trust is not bound to award the entire Tender to one supplier. Each requirement will be
evaluated exclusively of one another and contracts will be grouped based upon academy
need which represent best value for money.
7.3 Tenders received will be evaluated using the following criteria:
7.3.1 It takes into account all requirements detailed in this Tender and our expectation in
your response as well as references provided.
7.3.2 Each requirement is scored individually on a Quantitative Score Card using a scale of
1 to 3, 1 being the lowest rating to 3 being the highest.
7.3.3 Scores are then rationalised against a weighted model and given a weighted score,
comparable to all other requirements.
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7.3.4 All scores are collectively added together to provide a complete Tender Response
Score.
7.3.5 Scorecard scores will be evaluated against each other Tender responses.
7.3.6 Appendix B contains a copy of the Academy Lot Scorecards for this complete Tender.
7.4 In addition to the Tender Scorecard, Archway Learning Trust will evaluate each Tender
response by combining and comparing the qualitative response of the Scorecard against
quantitative response of the cost model submitted with each Lot. The trust only expects the
Tenderer to meet the minimum floor specification for each requirement; those Tenders that
do not meet the minimum specification will be disqualified. In the interest of best value, the
Trust will be taking into account those responses that propose solutions above the floor
standard and will be assessing the nature of their response and in comparison to the
proposed costs. The trust will use the following weighting to evaluate Tender responses:
Score Card: 50%
Price: 50%
7.5 You are reminded that throughout the process Archway Learning Trust will continually
assess all contact with the bidder’s organisations including compliance to the process,
presentations and on-site representatives. Archway Learning Trust reserves the right at its
sole discretion to disqualify without further consideration any submission that does not
satisfy this basic requirement.
7.6 Tenderers are required to provide a minimum of three trade references.
7.7 Tenderers are required to provide a minimum of three case studies to support their
responses in an education environment.
7.8 The Trust reserves the right to seek clarifications from Tenderers all the way up to award of
supplier.
8. Freedom of Information8.1 Information in relation to this Tender may be made available on demand in accordance with
the requirements of the Freedom of Information Act 2000.
8.2 Tenderers should state if any of the information supplied by them is confidential or
commercially sensitive or should not be disclosed in response to a request for information
under the Act. Tenderers should state why they consider the information to be confidential
or commercially sensitive.
8.3 This will not guarantee that the information will not be disclosed but will be examined in the
light of the exemptions provided in the Act.
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9. Tender Requirements9.1 Overview of ProjectThe proposed work is to provide Bluecoat Academy Primary with a bespoke Muga, providing a space for the children to play in and to make the area a truly multi-sport facility. The Trust proposes the layout illustrated in Appendix D.
9.2 Contractor Due Diligence9.2.1 The Contractor shall ensure all employees, Contractors and sub-Contractors used to
deliver the project meet the Trust’s safeguarding procedures.
9.2.2 The Contractor shall make available all training records, appropriate qualifications, accreditations, certification, or membership of professional associations for all employees, Contractors and sub-Contractors used to deliver this project.
9.2.3 The Contractor shall provide information/details of any previous accidents, relevant incidents or indeed prosecutions relating to activities undertaken.
9.2.4 The Contractor shall submit references to ensure Contractor competence in relation to this project and the Trust shall assess these before award of contract.
9.2.5 The Contractor shall ensure appropriate insurance is in place for the duration of the contract and in line with the Trust’s limits specified in this Tender.
9.2.6 As part of the Tender submission, the Contractor shall submit:
9.2.6.1 A copy of their EL, PL insurance9.2.6.2 A copy of their Health and Safety Policy9.2.6.3 Provide the name of the company’s “competent person” for Health and Safety9.2.6.4 Provide details of membership of trade or professional organisations9.2.6.5 Supply details of at least 3 clients (e.g. other Academies/schools) for whom the
company has carried out work of a similar nature 9.2.6.6 Supply a short resume of the experience and qualifications of the individuals
who will be managing the work or contract. Include relevant training attendance details. The Contractor shall ensure that all operatives are appropriately skilled and experienced for the type and quality of work required.
9.2.6.7 Provide details of any prosecutions under Health and Safety legislation in the last 12 months, or if any pending prosecution is pending.
9.3 Pre-construction requirements9.3.1 The Contractor, where the works fall within CDM Regulations, shall manage and report
on the Trusts Construction Design Management (CDM) procedures and operate the agreed CDM file provided by the Trust.
9.3.2 The Contractor shall submit and seek approval for a full Risk Assessment and Method Statements (RAMS) for the contract.
9.3.3 The Contractor shall submit and seek approval for all Building Control certifications if required for the contract.
9.3.4 Prior to works commencing, the Contractor shall submit:
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9.3.4.1 RAMS/Safe Systems of Work specific to the work to be carried out at the Academy. Include details of what precautions you will be undertaking to protect staff/students/visitors from your work activities.
9.3.4.2 Details of equipment to be used during the Project, (e.g. MEWP, power tools, etc.); ensuring copies of any relevant certification is provided (e.g. tags for any access equipment). The Contractor shall ensure that any portable electrical equipment brought onto the premises displays a current PAT tested sticker.
9.3.4.3 A drawing of the final layout of the multi-sports area as agreed with the Trust, with accurate dimensions and layout of equipment.
9.4 Security/Safety/Protection
9.4.1 Health Hazards: Where any hazardous substances are required, these will be specified in the RAMS provided and the Contractor shall ensure that levels do not exceed occupational exposure standards and maximum exposure limits stated in HSE document EH40/2005 Occupational Exposure Limits.
9.4.2 Security: The Contractor shall adequately safeguard the site, the Works, materials, products, plant or any existing equipment in the area or adjacent area that could be affected by the works, from any damage and theft. The Contractor shall work with the Trust to take all reasonable precautions to prevent unauthorised access to the Works area.
9.4.3 Occupied Premises: The Trust will liaise with the Contractor to provide details of areas that will remain occupied during the Project. The Contractor will ensure that Works are carried out without undue inconvenience and without danger to occupants and users.
9.4.4 Protect Against the Following: Where it is identified that any Works are required during term time, the Contractor shall agree with the Trust the nature of the works to be carried out to minimise noise levels during the school day.
9.5 Project Management9.5.1 The Contractor shall monitor the entire project in a diligent and consistent way
to ensure that the construction works consistently meets the Trust’s requirements.
9.5.2 The Contractor shall ensure that all work areas are secure, and no tools or materials are left unattended, to prevent use or access by any staff/students or unauthorised persons.
9.5.3 The Contractor shall ensure that through consistent performance monitoring, any Contractor shortfalls and unavailability are minimised and where they do occur are rectified quickly and efficiently with minimal disruption to the Trust.
9.5.4 The Contractor shall report weekly on progress and highlight any issues that could impact on delivery of the project within the agreed timescales.
9.5.5 The Contractor shall respond to any ad-hoc requests to prepare and supply any information relating to the Project that may reasonably be required by the Trust.
9.5.6 The Contractor and Trust shall monitor the performance in accordance with the requirements of this Tender specification and where any Contractor shortfalls and unavailability has occurred; agree with the Trust what Deductions are due.
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9.5.7 The Contractor shall notify the Trust (to the extent such change impacts on the School) of any changes to management structure, staffing levels, roles and responsibilities, working practices or service delivery timings not less than five (5) Business Days prior to the change being implemented.
9.5.8 The Contractor shall ensure that all information and records are maintained in accordance with this Agreement and are up to date, accurate, in the agreed format and available for inspection by the Trust’s Representative.
9.6 Project NeedsArchway Learning Trust is looking to appoint an efficient Contractor that can deliver a bespoke Muga installation.
9.6.1 The Contractor shall co-ordinate and deliver the following construction needs for this project:
9.6.1.1 Supply 1 No bespoke Muga installation;9.6.1.2 Prepare existing ground with clearance, regulation and build up where
necessary;9.6.1.3 Supply and install tarmac;9.6.1.4 Supply and install PCC edging @50LM;9.6.1.5 Supply and install thermoplastic line markings;9.6.1.6 Provide site welfare in accordance with CDM Regulations;9.6.1.6.1 Provide heras fencing and storage container to store materials during
project works;9.6.1.6.2 Allow for carriage/delivery of materials;9.6.1.6.3 Allow for skips/waste removal from site;9.6.1.7 Supply and install 3m high fencing to three sides of the Muga;9.6.1.7.1 Supply and install 3m wide x 2m high goal mouth in line with FIFA guidelines
and compliant with BS EN 15312;9.6.1.7.2 Option for dual ball hoop compliant to BS EN 15312;9.6.1.7.3 Supply and install basketball board/hoop in line with NBA guidance. Hoop at
10 feet or 305cm height; backboard diameter of 61cm x 46 cm; hoop diameter of 46cm and compliant with BS EN 15312;
9.6.1.7.4 Option to enclose goal sides or have as 1.5m wide access; hot dipped galvanised steel structure and powder coated paint in choice of finish;
9.6.1.8 Supply and install goal end at variety of widths with accessible 1.5m side entrances; fully hot dipped galvanised steel structure;
9.6.1.9 Fully enclosed goal, hot dipped galvanised steel structure; powder coated paint in choice of finish;
9.6.1.10 Supply and install mini cross goas 1.5m x 1m height;9.6.1.11 Optional multi net; tennis or volleyball;9.6.1.12 Optional gate 1m height in choice of finish;9.6.1.13 Optional gate up to 3m height with in choice of finish;9.6.1.14 Remove section of current soft pore and equipment and dispose of in line with
Hazardous Waste Regulations;9.6.1.15 The Contractor shall insure that Installation comprises fully flat or flush panels
of hot dip galvanised steel; that steel tubes are embedded, welded into square profiles to avoid potential cracks and open sharp element and anti-tamper fixings housed within the structure; and that buffer system to reduce noise which have been force and impact tested are used.
9.6.2 The Contractor shall install temporary non-encapsulated barriers and public warning notices to work area, materials storage and loading areas for the duration of this project and remove at handover.
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9.7 Access & Building Security9.7.1 The security system will be operated by the Trust.
9.7.2 The Contractor shall ensure that the works are planned with the Trust to ensure safety of occupants and avoid any disruption to Academy operations.
9.7.3 For deliveries and collections from site, appertaining to the execution of the project, the Contractor shall produce, and comply with a monitored process of entry and exit agreed with the Trust, through security or physical barriers to entry or exit with acknowledgement and authorisation processes. Contractor deliveries to Site and collections from Site must be managed so as not to interfere with the delivery of education at the Trust or the student movement of Trust Users about the Academy.
9.8 Waste Management9.8.1 The Contractor shall implement good practice and procedures, following the
principles of waste hierarchy; reduce the quantity of waste generated, maximise the amount that can be reused or recycled during the duration of this project and ensure that any waste is disposed of in line with statutory requirements.
9.8.2 The Contractor is responsible for removing all waste associated with this project. Any damage caused as part of delivering this project on the Trust’s property must be rectified before the Contractor has received an approved Quality Standards Acceptance from the Trust.
9.8.3 The Contractor shall ensure that waste management covers the level of waste materials segregation, and the destination of wastes – especially those of a hazardous nature.
9.8.4 The Contractor shall establish effective systems for data monitoring of materials procured and materials disposed of from maintenance will be established – especially where materials are disposed of on-site and managed through another Contractor.
9.8.5 The Contractor shall remove rubbish, debris and any surplus materials regularly and keep the site and works area clean and tidy.
9.9 Fire Safety9.9.1 The Contractor shall ensure that the following is in place:
9.9.1.1 Fire evacuation plan and procedures, detailing how the Contractor will communicate with the Trust in the event of a fire.
9.9.1.2 Name persons responsible for ensuring the safe evacuation of persons working on the project.
9.9.1.3 Outline arrangements for storage of any combustible materials required during the project.
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9.9.1.4 Communicate to the Trust any planned hot works well in advance of these works commencing, enabling the Trust to issue any hot work permits required in advance of works starting.
9.9.1.5 The Contractor shall use hot works only as a last resort.9.9.1.6 Outline arrangements for site waste, keeping waste to an absolute minimum
and removing daily. Skips will be located as far away from buildings as possible. Waste burning is prohibited.
9.9.1.7 The Contractor shall ensure that all operatives are made aware that the Trust operates a strict no-smoking policy on its premises.
9.9.2 The Contractor shall coordinate their fire safety procedures with the Trust’s H&S representative and must take all necessary precautions to prevent personal injury, death and damage to the Works or other property from fire.
9.10 Special Educational Needs & Disabilities9.10.1 The Contractor shall ensure that all aspects of their solution satisfy the
requirements of the Equalities Act 2010. The Contractor, working in partnership with the, shall:
9.10.1.1 Meet the General Equality Duty; 9.10.1.2 Take account of any information published by the Trust or Central
Government under the Specific Equality Duties; 9.10.1.3 Satisfy the duty to make reasonable adjustments and improvements for
disabled people; 9.10.1.4 Implement the Trust’s Accessibility Plan.9.10.1.5 The Contractor shall ensure that people with disabilities, including those
using Mobility Equipment and those with visual or hearing impairment must not be placed at a disadvantage by the facilities provided.
9.11 Quality Standards & Project Acceptance9.11.1 Where and to the extent that materials, products and workmanship are not fully
detailed or specified, they are to be of a standard appropriate to the Works and suitable for the functions stated in or reasonably to be inferred from the project document and in accordance with relevant good building practice. Products/materials to be new unless otherwise specified. Where consistency of appearance is desirable, ensure consistency of supply from the same source; do not use different colour batches where they can be seen together. Do not use products if there are any signs of deterioration.
9.12 Delivery ScheduleThe delivery schedule is as follows:
1. Invitation to Tender Issue Date: 21st January 20192. Acknowledgement of Tender: 28th January 20193. Tender Return Date: 15th February 20194. Evaluation Period: 18th February 2019 – 25th February 20195. Board Approval: 2nd April 20196. Supplier Award: 3rd April 20197. Contractor Start: 15th April 20198. Completion of Project: 31st May 2019
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These schedules apply to the entire contract. Tenderers must confirm that they are able to meet the specified dates in this Tender.
Tenderers must clearly state where they cannot meet these deadlines. The Trust reserves the right to reduce the value of the contract where tenderers do not meet the timescales which they agree to and on this basis 1% of contract value will be reduced per day from the total contract value awarded to the Tenderer; to a maximum of 10%.
Tenderers are requested to show how they propose to meet the detailed timescales including confirmation that they can meet the dates set. This contract is a fixed price and Tenderers must confirm they are content with this arrangement.
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Qualitative Tender Response
SECTION A Company DetailsA-1 Company Name
A-2 Registered Office
A-3 Registration Number
A-4 If the Company is a member of a group of companies, give the name and address of the ultimate holding Company.
A-5 Does your company or any of your company’s Directors (of a company), partners (of a firm) or anyone in an equivalent position e.g. any other senior managers who have powers of representation, decision or control have any convictions relating to any of the offences listed under regulation 23(1) of the Public Contracts Regulations 2006? If so, please list each conviction with full details.
17
SECTION B Experience of the CompanyB-1 Please provide a brief history of the Company and its evolution.
B-2 Company and Management Structure
Please detail your company and management structure.
18
SECTION C ReferencesC-1 Please provide details of at least three recent customers from whom references may be
sought, and indicate if you require the initial contact to be made by your company. Please attach references together with your Tender submission.
Contact name; position in company; email address
Company name; full postal address; telephone number; fax number
Initial Contact to be made by yourselves?
(Yes/No)
SECTION D InsuranceD-1 Please provide details of your current insurance cover.
Value
£
Date of Expiry
Public Liability Insurance Cover
(Minimum £5 Million)
Employers Liability Insurance Cover
(Minimum £10 Million)
Professional Indemnity Insurance Cover (If Applicable) (Minimum £5 Million)
19
Response Price MatrixPlease provide a breakdown of the pricing as follows:
Requirement Cost (£)Meet pre-construction requirements (including building control)Project ManagementBuilding MaterialsWaste ManagementSports EquipmentFencingLabour
Total
20
Supporting Information for Tender Return Please indicate here any other information, which you consider, may be relevant to support your submission.
21
Project Methodology Please show here how Tenderers intend to project manage this Tender response and it deliverables.
22
Form of TenderNote: Refusal to give this declaration and undertaking means that your Tender will not be
considered.
To Archway Learning Trust
Having examined carefully and understood the Conditions of Tender, Conditions of Contract, the Specification and all other documentation issued by Archway Learning Trust in connection with the supply, delivery and assembly a multi-sports facility at Bluecoat Primary Academy
We
……………………………………………………………………………………………
Of
……………………………………………………………………………………………
……………………………………………………………………………………………
Hereby offer to supply the Goods and Services subject to the terms and conditions set out in such Conditions of Tender, Conditions of Contract, Specification and other documents (if any) at the prices and rates contained in the Pricing Schedule.
We understand you are not bound to accept the lowest or any Tender you may receive and you will not pay any expenses incurred by us in connection with the preparation and submission of this Tender.
Unless and until a formal Contract is prepared and executed, this Tender together with your written acceptance thereof shall constitute a binding Contract between us.
Signature ………………………………………………………
Duly authorised agent of the Tenderer
Position held ………………………………………………………
Name and Address of Tenderer
……………………………………………………
……………………………………………………
……………………………………………………
Dated ……………………………………………………
It must clearly be shown whether the Tenderer is a Limited Company, Statutory Corporation, Partnership, or Single Individual, trading in their own or another name, and also if the person signing is not the actual Tenderer, the capacity in which they sign or are employed.
23
Certificate of Non-CollusionI/We declare that:
1. This is a bona fide Tender, intended to be competitive, and that I/we have not fixed or adjusted the amount of the Tender by or in accordance with any agreement or arrangement with any other person.
2. I/We have not done and I/we undertake that I/we will not do at any time after the Tender has been announced and before the hour and date specified for the return of this Tender any of the following acts:
a communicating to a person other than the person calling for those Tenders the amount or approximate amount of the proposed Tender except where disclosure, in confidence, of the approximate amount of the Tender was necessary to obtain premium quotations required for the preparation of the Tender.
b entering into any agreement or arrangement with any other persons that they shall refrain from Tendering or as to the amount of any Tender to be submitted.
c offering or paying or giving or agreeing to pay or give any sum of money or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused to be done in relation to any other Tender or proposed Tender for the said work any act or thing of the sort described above. We acknowledge that if we, or anyone who acts on our behalf, behaves improperly or commits an offence under the Prevention of Corruption Acts 1889-1916, Archway Learning Trust may cancel the contract and recover all costs and losses.
In this certificate, the word ‘person’ includes any persons or anybody or associated, corporate or unincorporated, and ‘any agreement or arrangement’ includes any such transaction, formal or informal, and whether legally binding or not.
Dated this ……………………………day of ……………………………..20…….
Signature …………………………………………………………………………..
For and on behalf of ………………………………………………………………
(Name of firm or Company)
Status of signatory…………………………………………………………………
(e.g. Partner or Director)
24
Contact Information
Name of person to whom any
queries relating to this enquiry
should be addressed
Telephone
Organisation Name
Address
25
New Supplier Information Form
To be completed by potential supplier
Name of Business
Nature of Business
All SuppliersSales/Order Contact Details
(Full Postal Address, Email, Telephone)
Finance Contact Details
(Full Postal Address, Email, Telephone)
Name of Bank
Name of Account
Bank Account Number
Sort Code
Trade References
We require full contact details of two trade referees
VAT Registered Yes/No
If Yes please state VAT Number
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For Limited Companies/PLC’s/CharitiesCompany Registration Number
(or Charity Registration Number)
Registered Office Address
Trading Address
(If Different)
Name(s) of Director(s)
How long has the company been trading?
For Sole Traders/PartnershipsFull Name
Full Names of Any Partners
Unique Tax Reference Number
How long have you been trading?
27
Conditions of Contract AcceptanceTHIS CONTRACT is made the day of 2019 between ARCHWAY LEARNING TRUST LIMITED whose address for the purposes of this contract is Aspley Lane, Nottingham, NG8 5GY (“the Academies Trust”) of the one part and [
] whose principal office is at [] of [ ] whose United Kingdom registration number is [] (“the Contractor”) of the other part.
WHEREAS1. The Academies Trust wishes to have provided the Goods and Services set out in the Contract
and has appointed the Contractor to supply the Goods and Services.2. The Contractor shall provide the Goods and Services in accordance with the provisions of the
Contract.
NOW IT IS AGREED between the Academies Trust and the Contractor as follows:1. The Contract constitutes the sole agreement between the Academies Trust and the
Contractor for the provision of Goods and Services.2. The Contractor shall provide the Goods and Services in accordance with the provisions of the
Contract and to the satisfaction of the Academies Trust for the Contract Period.
AS WITNESS the hands of the partiesSIGNED for and on behalf {of the Academies Trust {Name (Print) {Position {
In the presence ofSignature {Name (Print) {Position {Address {
SIGNED for and on behalfof the Contractor {Name (Print) {Position {
In the presence ofSignature {Name (Print) {Position {Address {
28
Date: ______________________________________
Contract for Provision of:
Bluecoat Primary Academy Playground Redevelopment 2019
Between
Archway Learning Trust
And
[INSERT COMPANY NAME]
CONTENTS
1. DEFINITIONS AND INTERPRETATION.............................................................................3
2. SUPPLY OF GOOD AND SERVICES....................................................................................8
3. TERM........................................................................................................................................9
4. ORDERS...................................................................................................................................9
5. [MANUFACTURE], QUALITY AND PACKAGING............................................................9
6. DELIVERY.............................................................................................................................10
7. ACCEPTANCE AND DEFECTIVE GOODS........................................................................10
8. TITLE AND RISK..................................................................................................................11
9. INSURANCE AND RECALL................................................................................................11
10. CHARGES AND PAYMENT................................................................................................11
11. TERMINATION.....................................................................................................................12
12. CONSEQUENCES OF TERMINATION...............................................................................12
13. DISPUTE RESOLUTION......................................................................................................13
14. CONFIDENTIALITY ............................................................................................................13
15. INTELLECTUAL PROPERTY RIGHTS..............................................................................13
16. FORCE MAJEURE.................................................................................................................14
17. SAFEGUARDING CHILDREN AND VULNERABLE ADULTS.......................................14
18. ANTI-DISCRIMINATION.....................................................................................................15
19. HEALTH AND SAFETY.......................................................................................................15
20. AUDIT.....................................................................................................................................15
21. DATA PROTECTION............................................................................................................15
22. FREEDOM OF INFORMATION...........................................................................................15
23. ASSIGNMENT AND SUBCONTRACTING........................................................................16
24. NOTICES................................................................................................................................16
25. FURTHER ASSURANCE......................................................................................................17
26. SEVERANCE.........................................................................................................................17
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27. THIRD PARTIES....................................................................................................................17
28. NO PARTNERSHIP OR AGENCY.......................................................................................17
29. WAIVER AND CUMULATIVE REMEDIES.......................................................................17
30. VARIATION...........................................................................................................................18
31. TRADE MARK LICENCE.....................................................................................................18
32. COUNTERPARTS..................................................................................................................18
33. COSTS.....................................................................................................................................18
34. ENTIRE AGREEMENT ........................................................................................................18
35. GOVERNING LAW AND JURISDICTION.........................................................................18
36. ANTI-BRIBERY.....................................................................................................................18
37. EMPLOYMENT.....................................................................................................................19
2
THIS AGREEMENT is made on 2014
BETWEEN:
(1) [INSERT NAME OF SUPPLIER] a company registered in England and Wales under number [insert number] whose
registered office is at [insert address] (“the Supplier”); and
(2) ARCHWAY LEARNING TRUST of Aspley Lane, Nottingham NG8 5GY (“the Academies Trust”) who may place
Orders with the Supplier from time to time pursuant to this Agreement.
BACKGROUND
A. This Agreement sets out the terms on which the Academies Trust will purchase and the Supplier will supply the
goods and services specified in this Agreement.
B. The Supplier has agreed to provide, and the Academies Trust has agreed to accept the provision of the goods and
services on the following terms:
IT IS HEREBY AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1. In this Agreement the following words shall have the following meanings:1.1.
Act of Bribery means any activity, practice or conduct which would
constitute an offence under the Bribery Act 2010;
Associated Person means in relation to a company, any person (including but not limited to an employee, agent or subsidiary) who performs or has performed services for or on that company’s behalf;
Authorised Representative means a representative of the Academies Trust authorised to deal with the Supplier as is notified to the Supplier from time to time;
Charges means the charges set out in Schedule 4 which shall be exclusive of VAT;
Commencement Date means the date of this Agreement or the date of the first Order;
Confidential Information means all confidential information disclosed (whether in writing, orally or by another means and whether directly or indirectly) by either party (“Disclosing Party”) to the other party (“Receiving Party”) whether before or after the date of this Agreement including, but not limited to, information relating to the Disclosing Party's products, operations,
3
processes, plans or intentions, product information, know-how, design rights, trade secrets, market opportunities and business affairs;
Contract Year means the period between the contract signed and 12 months proceeding;
CPI means the consumer price index;
Data Protection Legislation means the Data Protection Act 1998 and such other applicable legislation from time to time in force;
Data Processor shall have the same meaning as set out in the Data Protection Act 1998;
Delivery means delivery and unloading of the Goods to the Site;
Delivery Note means a delivery note containing accurate details pertaining to (I) Delivery Date (ii) description of all Goods delivered (iii) quantity and Charges (iv) the Academies Trust Purchase Order Number and any such other information as the Academies Trust shall request from time to time;
Documentation means the operating manuals, user instruction manuals, technical literature and all other related materials in human-readable and/or machine readable forms supplied by the Supplier as specified in Part 3 of Schedule 1;
Environmental Information Regulations means the Environmental Information Regulations 2004 together with any guidance and/or codes of practice issued by the Information Commissioner;
Expiry Date means the [1st/2nd/3rd] anniversary of the Commencement Date;
FOIA means the Freedom of information Act 2000;
Force Majeure means any cause not within the reasonable control of a party and which that party cannot reasonably prevent or overcome and as a result of which such party is unable to perform its obligations under this Agreement, but shall exclude any delay or failure caused by any Supplier Personnel;
Goods means the Computer Hardware, Computer Software and Documentation more particularly described in Parts 1, 2 and 3 of Schedule 1 or as required and detailed in any subsequent Orders placed by the Academies Trust with the Supplier;
Hardware Delivery Date means the delivery date specified in the Order, by which the
4
Supplier will deliver the Computer Hardware to the Site;
Information shall have the meaning given under section 84 of FOIA;
Insolvency Event means, in relation to the Supplier: (A) where the Supplier ceases to pay its debts or suspends payments generally, or becomes unable or admits its inability to pay its debts as they fall due, or the value of its assets is or becomes less than its liabilities (taking into account contingent and prospective liabilities), or it becomes otherwise insolvent; (B) a proposal is made for a composition in satisfaction of its debts or a scheme or arrangement of its affairs including a voluntary arrangement within the meaning of Part I of the Insolvency Act 1986 (other than for the purpose of a bone fide amalgamation, refinancing or reconstruction); (C) the Supplier passes a resolution for voluntary winding up or a court of competent jurisdiction makes an order that the party be wound up (except for the purposes of bona fide reconstruction, amalgamation, or refinancing); (D) save in respect of an amalgamation, refinancing or reconstruction, a liquidator, receiver, administrative receiver, administrator, examiner, trustee, supervisor, compulsory or interim manager is appointed over the Supplier or any of its assets;
Installation Date means any date specified in the Order by which the Supplier shall complete installation of the equipment
Intellectual Property Rights shall mean patents, rights to inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database 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 (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world;
Invoice means the invoice setting out details of the Goods and/or Services supplied, quantity and the Charges, Academies Trust Purchase Order Number and such other information as the Academies Trust shall request from time to time
Invoice Address means Archway Learning Trust, Aspley Lane, Nottingham NG8 5GY;
Law includes: (A) any treaty, statute, regulation, by-law, ordinance or subordinate legislation in force from time to time (including European Community Regulations and Directives which have direct effect); (B) the common law and the law of equity; (C) any binding court order, judgment or decree; (D) any applicable industry code, policy or standard, in each case enforceable by law; and (E) any applicable direction, policy,
5
rule or order that is given in writing by a regulator, in each case enforceable by law;
License means that part of this Agreement consisting of the parties' obligations under the License Conditions;
License Conditions; means the provisions set out in Schedule 5 to this Agreement;
Materials means records, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements, software, and all other materials in whatever form, including but not limited to hard copy and electronic form;
Order means a formal order placed by the Academies Trust with the Supplier in accordance with clause 4 for the supply of Goods and/or the Services specified therein;
Packaging Requirements means packaging which shall be suitable having regard to the nature of the Goods in accordance with applicable legislation;
Persistent Service Level Breach means failure to meet the Service Levels during any three (3) months in any rolling twelve (12) month period during this Agreement or as defined in Part 2 of Schedule 2;
Personal Data shall have the same meaning as set out in the Data Protection Act 1998;
Quarter means a period of three (3) months ending on the last days of March, June, September and December in each year;
Relevant Authority means the relevant government authority which from time to time governs the standards in connection with the Goods and accepted by the industry;
Report means a report containing accurate information setting out the nature of the Goods provided, compliance with the Service Levels, recalls and complaints and such other information as the Academies Trust shall request, in a format as directed by the Academies Trust;
Representative means either the Academies Trust’s or Supplier’s representative where relevant;
Request for Information means a request for information or an apparent request under the Code of Practice on Access to Government
6
Information, FOIA or the Environmental Information Regulations;
School Holiday Period means the relevant school holiday period of the Academies Trust;
Services means the services as are more particularly described in Part 1 of Schedule 2, to be provided by the Supplier from time to time;
Service Credits means credits (if any) referred to in Part 3 of Schedule 2 which may become payable by the Supplier to the Academies Trust by way of a reduction in Charges pursuant to clause 10;
Service Levels means the service levels set out in Part 2 of Schedule 2;
Site means Archway Learning Trust, Aspley Lane, Nottingham NG8 5GY; Bluecoat Aspley Academy, Aspley Lane, Nottingham NG8 5GY; Bluecoat Wollaton Academy, Sutton Passkeys Crescent, Nottingham NG8 1EA; Bluecoat Beechdale Academy Harvey Road Bilborough Nottingham NG8 3PG; Nottingham Emmanuel School, Gresham Park Road, West Bridgeford, Nottingham, NG2 7YF
Standard means the UK, European or other standards to which the Goods shall comply in all respects;
Supplier's Equipment means all appliances or things of whatsoever nature required for the purpose of carrying out the Services including necessary lifting and access equipment;
Supplier Personnel means all persons engaged by the Supplier directly in the delivery of the Goods and/or Services, including employees, sub-Suppliers, agents, employees of sub-suppliers and agents, volunteers and all others reasonably considered to be engaged by the Supplier for that purpose;
Support Services means the services to be provided by the Supplier as set out in Part 1 of Schedule 2;
Third Party Software means the software programs proprietary to third parties, listed in Part 2 of Schedule 1, which are to be provided to the Academies Trust without modification;
Training means the training as specified in Part 1 of Schedule 2, to be provided by the Supplier as part of the Services;
VAT means value added tax at the appropriate rate and includes any substitute or similar tax; and
7
Working Day means any day from Monday to Friday (inclusive) which is not Christmas Day, Good Friday, a statutory holiday in England.
1.2.
1.2. In this Agreement (unless the context otherwise requires):
1.1.1.construction of this Agreement shall ignore the headings (all of which are for reference only);
1.1.2.any reference to any legislative provision shall be deemed to include any subsequent re-enactment
or amending provision;
1.1.3.reference to any agreement, contract, document or deed shall be construed as a reference to it as
varied, supplemented or novated;
1.1.4.obligations undertaken by a party which comprises more than one person shall be deemed to be
made by them jointly and severally;
1.1.5.words importing persons shall include firms, companies and bodies corporate and vice versa;
1.1.6.words importing the singular shall include the plural and vice versa;
1.1.7.words importing any one gender shall include either gender; and
1.1.8.references to a numbered clause or schedule are references to the clause or schedule of or to this
Agreement so numbered.
2. SUPPLY OF GOOD AND SERVICES1.1. In consideration of the mutual obligations set out in this Agreement the Supplier shall supply to the
Academies Trust and the Academies Trust shall purchase (on a non-exclusive basis), such quantities
of Goods and/or Services as the Academies Trust may require and order in accordance with clause 4
(Orders) and the terms and conditions set out in this Agreement and any other Standards specific to
the nature of the Goods and Services.
1.2. The Supplier expressly acknowledges and agrees that the Academies Trust is under no obligation to place
a minimum volume or value of Orders and the Supplier has no expectation of a minimum number of
Orders pursuant to this Agreement with the exception of that stated in schedule 3. There shall be no
minimum expectation of Order value pursuant to this Agreement. All Orders shall be placed as and
when required by the Academies Trust.
1.3. The Supplier warrants that:
1.1.1. the Goods shall be supplied and any Services performed in accordance with all applicable Laws;
1.1.2.it shall provide the Services to the Academies Trust using all reasonable skill and care ; and
1.1.3.it shall meet or exceed the Service Levels in relation to the delivery of the Goods and the Services.
1.4. The Supplier shall provide all labour and all Suppliers’ Equipment required for the carrying out of the
Services.
1.5. Time shall be of the essence in respect of the Supplier’s obligations under this Agreement.
3. TERM1.1. Unless terminated earlier in accordance with the provisions of this Agreement this Agreement shall come
into force on the Commencement Date and shall continue in full force and effect until the Expiry Date
whereupon this Agreement shall automatically expire without the requirement for either party to serve
notice.
1.2. Notwithstanding clause 3.1, this Agreement may be extended by the Parties beyond the Expiry Date by
mutual agreement in writing signed by an authorised signatory of each party.
8
4. ORDERS1.1. The Academies Trust's Authorised Representative may order such quantities of the Goods or such
Services as may be required by sending to the Supplier, by telephone, mail, hand or facsimile an
official Academies Trust purchase order.
1.2. Each Order shall:
1.1.1.specify the type and quantity of Goods ordered by the Site including details of any applicable product
codes; and
1.1.2.specify the type and nature of the Services required; and
1.1.3.the applicable Academies Trust purchase order number (“Academies Trust Order Number”). 1.3. The Supplier shall supply all Goods and/or Services strictly in accordance with the Orders with time of
delivery being of the essence.
1.4. The Supplier shall acknowledge each Order within two (2) Working Days and shall assign the Academies
Trust Order Number to each Order received. Each party shall use the relevant Academies Trust Order
Number in all subsequent correspondence relating to the Order.
1.5. The Academies Trust may at any time and without liability to the Supplier amend or cancel an Order by
written notice to the Supplier.
1.6. If the Supplier is unable to deliver the Goods on the Delivery Date, the Supplier shall be liable to the
Academies Trust for the difference in price between the Goods and any substitute goods required to
be obtained from a third party required at very short notice or alternatives supplied by the Supplier.
1.7. The Supplier shall not be entitled to cancel or refuse to accept any Order placed by the Academies Trust at
any time without the prior written approval of the Academies Trust.
5. [MANUFACTURE], QUALITY AND PACKAGING1.1. The Supplier shall at all times maintain sufficient stocks, [manufacturing capacity and stocks of raw
materials] to enable it to meet the Orders.
1.2. The Supplier warrants that all Goods supplied to the Academies Trust by the Supplier under this
Agreement shall:
1.1.1.strictly comply with the descriptions and specifications contained in the Order;
1.1.2.be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for
purpose (including any purpose that the Academies Trust has made known to the
Supplier expressly or by implication);
1.1.3.be free from defects in design, material and workmanship;
1.1.4.match the quality of any sample or design approved by the Academies Trust; and
1.1.5.not in any way infringe the Intellectual Property Rights of any third party.
1.3. The Supplier shall ensure that the Goods are properly packed and secured in such manner as to enable
them to reach their destination in good condition.
1.4. The Supplier shall ensure all Goods designed exclusively for the Academies Trust are held and or stored
separately from any third party products.
6. DELIVERY1.1. The Supplier shall deliver each Order to the Site on the Delivery Date. The Supplier shall not deliver an
Order more than seven (7) days in advance of the Hardware and/or Software Delivery Date without the
prior written consent of the Academies Trust. The quantity and description of the Goods shall be as
specified in the Order.
1.2. Delivery of an Order shall be complete on the completion of unloading of the Order at the Site once the
Goods have been signed for by an Authorised Representative.
9
1.3. The Supplier shall not deliver Orders by instalments except with the prior written consent of the Academies
Trust.
1.4. If an Order is not delivered by the specified Hardware and/or Software Delivery Date, then, without limiting
any other right or remedy the Academies Trust may have then, the Academies Trust shall be entitled
to a credit in the sum equal to twenty percent (20%) of the value of the Order which is late. Such credit
will be recovered by the Academies Trust as a Service Credit against the next Invoice which is
submitted by the Supplier to the Academies Trust, or if no such Invoice is due, then as a debt due from
the Supplier within seven (7) days of such credit becoming payable.
1.5. Each Order shall be accompanied by a Delivery Note.
1.6. If the Supplier requires the Academies Trust to return any packaging materials to the Supplier, that fact
must be clearly stated on the Delivery Note accompanying the relevant Order, and any such returns
shall be at the Supplier's expense.
7. ACCEPTANCE AND DEFECTIVE GOODS1.1. The Academies Trust shall not be deemed to have accepted any Goods until it has had a reasonable time
(being not less than (thirty) (30) days) to inspect them following the Installation Date, or, in the case of
a latent defect in the Goods, until a reasonable time after the latent defect has become apparent.
1.2. If any Goods delivered to the Academies Trust do not comply with the warranties set out in clause 5
([Manufacture] Quality and Packaging) then without limiting any other right or remedy that the
Academies Trust may have, the Academies Trust may reject those Goods and:
1.1.1.require the Supplier to replace the rejected Goods at the Supplier’s risk and expense within five (5)
Working Days of being requested to do so; or
1.1.2.require the Supplier to repay the price of the rejected Goods in full.
1.3. The Academies Trust’s rights and remedies under this clause 7 are in addition to the rights and remedies
available to it in respect of the statutory conditions relating to description, quality, fitness for purpose
and correspondence with sample implied into this Agreement by the Sale of Goods Act 1979.
1.4. The terms of this Agreement shall apply to any replacement or substitute Goods supplied by the Supplier.
1.5. If the Supplier fails to promptly replace rejected Goods in accordance with clause 7.2.1, the Academies
Trust may, without prejudice to other rights and remedies available to the Academies Trust under the
terms of this Agreement or otherwise, obtain substitute products from a third party supplier, and the
Supplier shall reimburse the Academies Trust for the costs it incurs in doing so.
8. TITLE AND RISK1.3. Risk for and title to the Goods will pass to the Academies Trust immediately on the completion of the
installation process on the Installation Date.
9. INSURANCE AND RECALL1.1. The Supplier shall be liable for and shall fully indemnify and hold the Academies Trust harmless against
any liability, loss, claim or proceedings whatsoever arising under any statute or at common law in
respect of personal injury to or the death of any person whomsoever or damage to property arising out
of or caused by the Goods or in connection with this Agreement save to the extent that the same is
due to any negligence or default of the Academies Trust, its servants or agents, or of any person for
whom the Academies Trust is responsible.
1.2. The Supplier shall maintain the following insurance policies throughout the term of this Agreement:
1.1.1. public liability insurance for an amount not less than £5,000,000 (five million pounds) in
relation to any one event;
10
1.1.2. professional indemnity insurance for an amount not less £5,000,000 (five million pounds) in
relation to any one event;
1.1.3. product liability insurance for an amount not less than £5,000,000 (five million pounds) in
relation to any one event; and
1.1.4. employer’s liability insurance in the amount prescribed by Law.
1.3. As and when reasonably required to do so by the Academies Trust, the Supplier shall produce for
inspection documentary evidence that the insurances required by or referred to in this Agreement are
properly affected and maintained.
10. CHARGES AND PAYMENT1.1. The Charges for the Goods and Services to be paid by the Academies Trust to the Supplier shall be
calculated in accordance with the relevant Charges set out at Schedule 4. The Charges shall be fixed
for the duration of the Agreement unless the parties agree to an increase in the Charges in which
case, any increase shall be no more than by an amount equal to the then current CPI level.
1.2. All amounts payable under or in connection with this Agreement are exclusive of VAT and any other like
taxes, which, if applicable, shall be payable by the Academies Trust at the rate prevailing at the time.
1.3. The Supplier shall Invoice the Academies Trust on the date of despatch of the Goods detailed in an Order
for all Goods and Services delivered and shall include in such Invoice such information as may
reasonably be requested by the Academies Trust, including, but not limited to details of the Goods and
Services delivered at the Site, the volume of Goods ordered by product code and any such other
information as the Academies Trust may request from time to time. All Invoices shall be delivered to
the Invoice Address.
1.4. The Academies Trust shall make all payments due under this Agreement within sixty (60) days of the date
of the relevant Invoice. Payment shall be made to the bank account nominated in writing by the
Supplier.
1.5. If a party fails to make any payment due to the other under this Agreement by the due date for payment
(“Due Date”), then, without limiting the other party's remedies under this Agreement the defaulting
party shall pay interest on the overdue amount at the rate of three (3) % per annum above the Bank of
England'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 that the defaulting party disputes in good faith.
1.6. If the Academies Trust disputes any Invoice or other statement of monies due, the Academies Trust shall
promptly notify the Supplier in writing. The parties shall negotiate in good faith to attempt to resolve the
dispute promptly. The Supplier shall provide all such evidence as may be reasonably necessary to
verify the disputed Invoice or request for payment. If the parties have not resolved the dispute within
thirty (30) days of the Academies Trust giving notice to the Supplier, the dispute shall be resolved in
accordance with clause 13 (Dispute Resolution). Where only part of an invoice is disputed, the
undisputed amount shall be paid on the due date as set out in this clause 10. The Supplier’s
obligations to supply the Goods and Services shall not be affected by any payment dispute.
11. TERMINATION1.1. Either party may terminate this Agreement with immediate effect by written notice to the other party if:
1.1.1.the other party materially breaches any provision of this Agreement and in the case of breach which
is capable of remedy fails to remedy such breach within thirty (30) days of its receipt of a
notice requiring it to do so; or
1.1.2.entitled to do so pursuant to clause 16 (Force Majeure).
1.2. The Academies Trust shall be entitled to terminate this Agreement immediately in writing:
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1.1.1.if the Supplier is in Persistent or material breach of the Service Levels;
1.1.2.if in the Academies Trust’s reasonable opinion, any act or omission of the Supplier is likely to bring,
the Academies Trust or the Supplier into public disrepute, contempt, scandal or ridicule;
1.1.3.if the Supplier breaches any applicable Law;
1.1.4.if any Relevant Authority issues (or notifies or informs the Academies Trust that it is likely to issue) an
order or recommendation requiring or recommending the termination of this Agreement;
1.1.5.if in the Academies Trust’s reasonable opinion, the continuation of this Agreement will have a
detrimental impact on the ability of the Academies Trust to be qualified for or to hold or
maintain any software licence, permit or approval granted, or to be granted, by any
Relevant Authority or otherwise required by any applicable Law;
1.1.6.if the Supplier becomes subject to an Insolvency Event; and
1.1.7.if any Relevant Authority imposes (or if in the Supplier’s reasonable opinion intends to impose) a new
or varies any existing requirement, that in the Academies Trust’s reasonable opinion:
1.1.1.1. prevents, or substantially prevents, the Academies Trust from
continuing to exercise its rights or perform its obligations under
this Agreement in the manner originally contemplated by the
Academies Trust or this Agreement; or
1.1.1.2. is on terms or is subject to conditions or requirements that are not
acceptable to the Academies Trust.
1.3. The Academies Trust may terminate this Agreement for convenience at any time on giving not less than
three (3) months prior written notice to the Supplier.
12. CONSEQUENCES OF TERMINATION1.1. Upon termination of this Agreement all rights and obligations of the parties shall cease to have effect
immediately except that termination shall not affect accrued rights and obligations of the parties under
this Agreement at the date of termination or any express obligations in this Agreement of a continuing
nature.
1.2. Upon termination of this Agreement clauses 9.1, clause 9.6, clause 11.3, clause 12 (consequences of
termination), clause 14 (confidentiality), clause 15 (intellectual property rights), and clauses 14 – 37
will continue to apply to the parties.
13. DISPUTE RESOLUTION1.1. In the event of any dispute or difference arising between the parties in connection with this Agreement, the
parties shall attempt to resolve such dispute or difference in good faith and without recourse to legal
proceedings between the Representatives.
1.2. If the parties are unable to resolve such dispute or difference within five (5) Working Days of initial
discussions between the parties taking place, either party may request the other in writing that the
matter be referred to senior Representatives of the parties with authority to settle the dispute, who
shall attempt to resolve the dispute within ten (10) Working Days of the written request to do so.
1.3. If the dispute or difference is not resolved as a result of a meeting of the senior Representatives of the
parties pursuant to clause 13.2, or if no meeting of the senior Representatives occurs within the
prescribed time periods set out in that clause, either party may take action.
14. CONFIDENTIALITY 1.1. Subject to the provisions of clause 14.2, each party:
1.1.1.shall treat as strictly confidential and only use the other party’s Confidential Information solely for the
purposes contemplated by this Agreement; and
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1.1.2.shall not, without the prior written consent of the party from whom the Confidential Information was
obtained (which may be withheld in that party’s absolute discretion), publish, use or
otherwise disclose to any person the other party’s Confidential Information except for the
purposes contemplated by this Agreement.
1.2. Each party may disclose Confidential Information which would otherwise be subject to clause 14.1 if, but
only to the extent, it can demonstrate that:
1.1.1.such disclosure is required by applicable Law or by any securities exchange or regulatory or
governmental body having jurisdiction over it, wherever situated;
1.1.2.the Confidential Information was lawfully in its possession prior to its disclosure by the other party (as
evidenced by written records) and had not been obtained from the other party; or
1.1.3.the Confidential Information has come into the public domain other as a result of a breach of this
Agreement or any other obligation of confidence.
1.3. Each party warrants that it is properly notified under Data Protection Legislation to the extent required for
the processing of personal data required in the performance of this Agreement.
15. INTELLECTUAL PROPERTY RIGHTS1.1. The Supplier agrees to assign to the Academies Trust all right, title and interest in, and the Academies
Trust shall have the sole right to apply for patent rights or any other formal protection in respect of, any
Intellectual Property Rights in and relating to any Goods, Services or Materials or works originated or
developed specifically or principally for the Academies Trust as a result of and during the period of the
Agreement or as otherwise specifically agreed between the parties. In all other cases, the Academies
Trust shall have a worldwide, perpetual, non-exclusive, royalty free licence to use any such Intellectual
Property Rights.
1.2. The Supplier warrants and represents that (a) it is the sole beneficial owner of the Intellectual Property
Rights in, and to, any Intellectual Property Rights conceived, originated or made by the Supplier’s
Personnel as a result of this Agreement; (b) none of the works, Goods, Materials or Services provided
under this Agreement to the Academies Trust nor their use by the Academies Trust shall breach or
infringe nor cause the Academies Trust to breach or infringe the Intellectual Property Rights of any
third party.
1.3. The Supplier agrees to indemnify the Academies Trust against any and all liability, loss, damage, costs
claims and expenses which the Academies Trust may incur or suffer as a result of a breach by the
Supplier of the warranties set out in clause 15.2 and/or any breach of clause 2.
1.4. The Supplier shall not use or display the Academies Trust’s name without the express prior written consent
of the Academies Trust. The Supplier acknowledges the significant value to Academies Trust of the
other Intellectual Property Rights and reputation.
16. FORCE MAJEURE1.1. If a party ("Affected Party") is prevented, hindered or delayed from or in performing any of its obligations
under this Agreement by a Force Majeure Event:
1.1.1.the Affected Party's obligations under this Agreement are suspended while the Force Majeure Event
continues and to the extent that it is prevented, hindered or delayed;
1.1.2.as soon as reasonably possible after the start of the Force Majeure Event, the Affected Party shall
notify the other party ("Non-Affected Party") in writing of the Force Majeure Event, the
date on which the Force Majeure Event started and the effects of the Force Majeure
Event on its ability to perform its obligations under this Agreement;
1.1.3.the Affected Party shall make all reasonable efforts to mitigate the effects of the Force Majeure Event
on the performance of its obligations under this Agreement; and
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1.1.4.as soon as reasonably possible after the end of the Force Majeure Event, the Affected Party shall
notify the other party in writing that the Force Majeure Event has ended and resume
performance of its obligations under this Agreement.
1.2. If the Force Majeure Event continues for more than fourteen (14) days starting on the day the Force
Majeure Event starts, the Non-Affected Party may terminate this Agreement by giving notice in writing
to the Affected Party.
17. SAFEGUARDING CHILDREN AND VULNERABLE ADULTS1.1. The Supplier shall:
1.1.1.ensure that all Supplier Personnel engaged in the provision of the Goods and Services are subject to
a valid enhanced disclosure check undertaken through the Criminal Records Bureau
including a check against the adults' barred list or the children's barred list, as
appropriate; and
1.1.2.monitor the level and validity of the checks under this clause 17.1 for each member of staff.
1.2. The Supplier warrants that at all times for the purposes of this Agreement it has no reason to believe that
any member of Supplier Personnel is barred from the activity in accordance with the provisions of the
Safeguarding Vulnerable Groups Act 2006 ("SVGA 2006) and any regulations made thereunder, as
amended from time to time.
1.3. The Supplier shall immediately notify the Academies Trust of any information that reasonably requests to
enable it to be satisfied the obligations of this clause 17 have been met.
1.4. The Supplier shall refer information about any Supplier Personnel to the Independent Safeguarding
Authority where it removes permission for such person to carry out the Services or provide any Goods
(or would have, if such person had not otherwise ceased to carry out the Services or provide any
Goods) because, in its opinion such person has harmed or poses a risk of harm to students.
1.5. The Supplier shall not employ or use the services of any person who is barred from, or whose previous
conduct or records indicate that he or she would not be suitable to carry out the Services or provide
any Goods or who may otherwise present a risk to students.
18. ANTI-DISCRIMINATION1.1. The Supplier shall not unlawfully discriminate within the meaning and scope of any law, enactment, order,
or regulation relating to discrimination (whether in age, race, gender, religion, disability, sexual
orientation or otherwise) in employment.
1.2. The Supplier shall take all reasonable steps to secure the observance of clause 18.1 by all Supplier
Personnel employed in performance of this Agreement.
19. HEALTH AND SAFETY1.1. The Supplier acknowledges that it has been supplied with a copy of the Academies Trust's rules regarding
health and safety. The Supplier agrees to comply with these rules and any additional rules made
known to the Supplier from time to time by the Academies Trust together with all applicable statutory
rules and regulations regarding these matters. The Academies Trust will be responsible for procuring
that its employees, agents and pupils also comply with these rules and regulations.
1.2. Either party shall notify the other as soon as practicable of any health and safety hazards at the Site of
which it becomes aware. The Supplier will draw these hazards to the attention of the Supplier
Personnel and will instruct persons in connection with any necessary associated safety measures.
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20. AUDIT1.1. The Supplier shall keep and maintain until [six (6)] years after the Agreement has been completed, or as
long a period as may be agreed between the parties, full and accurate records of the Agreement
including:
1.1.1.the Goods and Services provided under it;
1.1.2.the expenditure reimbursed by the Academies Trust; and
1.1.3.all payments made by the Academies Trust.
1.2. The Supplier shall request for the Academies Trust or the Academies Trust's Representatives such access
to those records as may be required in connection with the Agreement.
21. DATA PROTECTION1.1. The Supplier shall (and shall procure that all of the Supplier Personnel) comply with any notification
requirements under the Data Protection Legislation and both parties will duly observe all their
obligations under the Data Protection Legislation, which arise in connection with the Agreement.
1.2. Where the Supplier is processing Personal Data as a Data Processor for the Academies Trust, the Supplier
shall ensure that it has in place appropriate technical and contractual measures to ensure the security
of the Personal Data (and to guard against unauthorised or unlawful processing, accidental loss or
destruction of, or damage to, the Personal Data); and
1.1.1.provide the Academies Trust with such information as the Academies Trust may reasonably require
to satisfy itself that the Supplier is complying with its obligations under the Data protection
Legislation;
1.1.2.promptly notify the Academies Trust of any breach of the security measures required to be put in
place pursuant to clause 21.2.
1.3. The provisions of this clause shall apply during the continuance of the Agreement and indefinitely after its
expiry or termination.
22. FREEDOM OF INFORMATION1.1. The Supplier acknowledges that the Academies Trust is subject to the requirements of FOIA and the
Environmental Information Regulations and shall assist and co-operate with the Academies Trust (at
the Supplier's expense) to enable the Academies Trust to comply with these Information disclosure
requirements.
1.2. The Supplier shall and shall procure that its Supplier Personnel shall:
1.1.1.transfer the Request for Information to the Academies Trust as soon as practicable after receipt and
in any event within three (3) days of receiving a Request for Information;
1.1.2.provide the Academies Trust with a copy of all Information in its possession of power in the form that
the Academies Trust requires within seven (7) days (or such other period as the
Academies Trust may specify) the Academies Trust requesting that Information; and
1.1.3.provide all necessary assistance as reasonably requested by the Academies Trust to enable the
Academies Trust to respond to a Request for Information within the time for compliance
set out in section 10 of FOIA.
1.3. The Academies Trust shall be responsible for determining at its absolute discretion whether Confidential
Information and/or any other Information:
1.1.1.is exempt from disclosure in accordance with the provisions of FOIA or the Environmental Information
Regulations;
1.1.2.is to be disclosed in response to a Request for Information, and in no event shall the Supplier
respond directly to a Request Information unless expressly authorised to do so by the
Academies Trust.
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1.4. In no event shall the Supplier respond directly to Request for Information unless expressly authorised to do
so by the Academies Trust.
1.5. The Supplier acknowledges that the Academies Trust maybe obliged under FOIA or the Environmental
Information Regulations to disclose information:
1.1.1.without consulting with the Supplier, or
1.1.2.following consultation with the Supplier and having taken its views into account,
1.4. provided always that where this clause applies the Academies Trust shall take reasonable steps,
where appropriate, to give the Supplier advanced notice, or failing that, to draw the disclosure to the
Supplier's attention after any such disclosure.
1.6. The Supplier shall ensure that all Information produced in the course of the Agreement or relating to the
Agreement is retained for disclosure and shall permit the Academies Trust to inspect such records as
requested from time to time.
1.7. The Supplier acknowledges that any lists or schedules provided by outlining Confidential Information are of
indicative value only and that the Academies Trust may nevertheless be obliged to disclose
Confidential Information in accordance with clause 22.5.
23. ASSIGNMENT AND SUBCONTRACTING1.1. The Supplier may not assign, transfer, subcontract or otherwise deal in any way with all or any part of the
benefit of, or its rights or benefits under this Agreement without the prior written consent of the
Academies Trust.
1.2. Each party is entering into this Agreement for its benefit and not for the benefit of another person.
24. NOTICES1.5. Any notice given by one party to the other under this Agreement must be in writing and may be
delivered personally or by pre-paid first class post and in the case of post will be deemed to have been given two (2)
Working Days after the date of posting. Notices shall be delivered or sent to the addresses of the parties on the first
page of this Agreement or to any other address notified in writing by one party to the other for the purpose of receiving
notices after the date of this Agreement. Each party may specify by notice to the other a particular individual or office
holder to whom any notices served on it are to be addressed, in which case a notice shall not be validly given unless so
addressed. In the case of the Academies Trust all notices should be addressed to Maria Lysenko, Archway Learning
Trust, Aspley Lane, Nottingham, NG8 5GY with a copy addressed to Sian Hampton, Archway Learning Trust, Aspley
Lane, Nottingham, NG8 5GY.
25. FURTHER ASSURANCE
At any time after the date hereof each of the parties shall, at the request and cost of the requesting party, execute or procure the execution of such documents and do or procure the doing of such acts and things as the party so requiring may reasonably require for the purpose of giving to the party so requiring the full benefit of all the provisions of this Agreement.
26. SEVERANCE1.1. If any provision of this Agreement is found by any court or administrative body of competent jurisdiction to
be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of
this Agreement which shall remain in full force and effect.
1.2. If any provision of this Agreement is so found to be invalid or unenforceable but would cease to be invalid
or unenforceable if some part of the provision were deleted, the provision in question shall apply with
such modification as may be necessary to make it valid and enforceable.
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27. THIRD PARTIES1.1. The terms of this Agreement or any of them may be varied, amended or modified or this Agreement may
be suspended, cancelled, rescinded or terminated by agreement in writing between the parties without
the consent of any such third party.
1.2. A person who is not party to this Agreement shall have no rights under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this Agreement. This clause does not affect any right or remedy
of any person which exists or is available otherwise than pursuant to that Act.
28. NO PARTNERSHIP OR AGENCY1.1. Nothing in this Agreement shall constitute, or be deemed to constitute a partnership between the parties or,
subject to any express provisions to the contrary, shall it constitute, or be deemed to constitute, any
party the agent of any other party for any purpose.
1.2. Subject to any express provisions to the contrary, neither party shall have any right or authority to and shall
not do any act, enter into any contract, make any representation, give any warranty, incur any liability,
assume any obligation, whether express or implied, of any kind on behalf of the other party or bind the
other party in any way.
29. WAIVER AND CUMULATIVE REMEDIES1.1. The rights, powers, privileges and remedies provided under any provision of this Agreement are cumulative
and are not exclusive of any rights, powers, privileges or remedies provided under any other provision
of this Agreement or by applicable Law or otherwise.
1.2. No failure to exercise nor any delay in exercising by any party to this Agreement of any right, power,
privilege or remedy under this Agreement shall impair or operate as a waiver thereof in whole or in
part.
1.3. No single or partial exercise of any right, power privilege or remedy under this Agreement shall prevent any
further or other exercise thereof or the exercise of any other right, powers, privilege or remedy.
30. VARIATIONNo variation or alteration of any of the provisions of this Agreement shall be effective unless it is in writing and signed
by or on behalf of each party.
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31. TRADE MARK LICENCE
No trademark licence is granted hereunder, and except as otherwise provided for expressly in this Agreement, and neither party shall without the prior written approval of the other, use or display any name, trade name or trade mark of the other party on or in association with the provision of services under this Agreement or in any other manner, including but not limited to branding, labelling, advertising or promotions.
32. COUNTERPARTS
This Agreement may be executed in any number of counterparts each of which when executed by one or more of the parties hereto shall constitute an original but all of which shall constitute one and the same instrument.
33. COSTS
Subject to any express provisions to the contrary, each party to this Agreement shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of this Agreement.
34. ENTIRE AGREEMENT 1.1. This Agreement, together with any documents referred to in it, constitutes the whole agreement between
the parties relating to its subject matter and supersedes and extinguishes any prior drafts, agreements,
undertakings, representations, warranties and arrangements of any nature, whether in writing or oral,
relating to such subject matter.
1.2. Each party acknowledges that it has not been induced to enter into this Agreement by any representation
or warranty other than those contained in this Agreement and, having negotiated and freely entered
into this Agreement, agrees that it shall have no remedy in respect of any other such representation or
warranty except in the case of fraud. Each party acknowledges that its legal advisers have explained
to it the effect of this clause 34.
35. GOVERNING LAW AND JURISDICTION1.1. This Agreement and any matter arising from or in connection with it shall be governed by and construed in
accordance with English law.
1.2. Each party irrevocably agrees to submit to the exclusive jurisdiction of the English courts over any claim or
matter arising from or in connection with this Agreement or the legal relationships established by or in
connection with this Agreement.
36. ANTI-BRIBERY1.1. The Supplier confirms that it has not offered or given or agreed to give to any person employed by or
connected with it any gift or any consideration of any kind as an inducement or aware to doing or
forbearing to do any action in relation to the entry of the Supplier into this Agreement.
1.2. The Supplier undertakes to the Academies Trust that:
1.1.1.it will comply with applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-
corruption including but not limited to the Bribery Act 2010 (“Anti-Bribery Law”);
1.1.2.it will not engage in any Act of Bribery;
1.1.3.it will procure that all Associated Persons who are performing services in connection with this
Agreement comply with this clause 36;
1.1.4.it has and will maintain in place adequate procedures designed to prevent any Associated Person
from undertaking any conduct that would give rise to an offence under Anti-Bribery Law;
1.1.5.it has and will maintain in place effective accounting procedures and internal controls necessary to
record all expenditure in connection with the Agreement;
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1.1.6.from time to time, at the reasonable request of the other party, it will confirm in writing that it has
complied with its undertakings under clause 36.2.1 to 36.1.5 and will provide any
information reasonably requested by the Academies Trust in support of such compliance;
and
1.1.7.it shall notify the Academies Trust as soon as practicable of any breach of any of the undertakings
contained within this clause of which it becomes aware.
1.3. Breach of any of the undertakings in this clause shall be deemed to be a material breach of this agreement
for the purpose of clause 11 (Termination) and shall not be capable of being remedied.
37. EMPLOYMENT1.1. All Supplier Personnel will remain at all times the responsibility of the Supplier and any costs, liabilities or
expenses incurred by the Supplier as employer during or at the expiry of this Agreement shall be the
sole responsibility of the Supplier.
1.6.
IN WITNESS whereof the parties have executed this Agreement the day and year first above written.
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