www.schoolsbuyingclub.com

Invitation to Tender

For

Security

REF: BCA00041

Contents

1. Important Notices

1.1 Confidentiality1.2 Accuracy of information and liability of the Trust and its advisers1.3 Canvassing1.4 Non-collusion1.5 The Trust’s right to reject Tenders1.6 Tender costs

2. Project Background & Services Required

2.1 Introduction2.2 Project background 2.3 Services required

3. Contract Conditions and Order for Services

4. General Matters and Timetable

4.1 Enquiries and communication4.2 Amendments to the ITT4.3 Procedure for the submission of Tenders4.4 Timetable

5. Tender Submission Requirements

5.1 General5.2 Content of Tenders

6. Evaluation of Tenders

6.1 Evaluation for compliance6.2 Evaluation criteria 6.3 Quality of submissions6.4 Price of submissions

Appendix 1 Form of Tender

Appendix 2 Form of Order

Appendix 3 Contract Conditions

Appendix 4 Scope Change Order

Appendix 5 Specification

Appendix 6 Tender Response Template

Important Notices

1.1 Confidentiality

Subject to the exceptions referred to below, the information in this Invitation to Tender (“ITT”) is made available by Big Creative Academy (“the Trust”) on condition that Suppliers shall:

1.1.1 at all times treat such information as confidential;

1.1.2 not disclose, copy, reproduce, distribute or pass the information to any other third person or allow any of these things to happen; and

1.1.3 not use the information for any purpose other than for the purpose of making (or deciding whether to make) a Tender for the Services (as described in further detail in section 2.3 below).

Notwithstanding the conditions referred to above, Suppliers may disclose, distribute or pass information to another person if:

1.1.4 done for the sole purpose of enabling a Tender to be made and the person receiving the information undertakes in writing to keep the information confidential on the same terms as set out in this ITT; or

1.1.5 the Trust gives its prior written consent in relation to such disclosure, distribution or passing of information.

The Trust may disclose any information relating to the Tenders to its directors, officers, employees, agents or advisers. The Trust also reserves the right to disseminate information that is materially relevant to the Services to all Suppliers, even if the information has only been requested by one Supplier.

1.2 Accuracy of information and liability of the Trust

1.2.1 The information contained in this ITT has been prepared by the Trust in good faith but does not purport to be comprehensive or to have been independently verified. The Trust does not accept any liability or responsibility for the adequacy, accuracy or completeness of, or makes any representation or warranty (express or implied) with respect to the information contained in the ITT or with respect to any written or oral information made or to be made available to any Supplier or its professional advisors and any liability therefore is hereby expressly disclaimed.

1.2.2 Suppliers considering entering into a contractual relationship with the Trust should make their own enquiries and investigations of the Trust's requirements. The subject matter of this ITT shall only have contractual effect when it is contained in the express terms of an executed agreement.

1.2.3 Nothing in this ITT is, or should be relied upon as a promise or representation as to the future and the Trust does not undertake to provide Suppliers with access to any additional information or to update the information in this ITT or to correct any inaccuracies that

may become apparent. The Trust reserves the right, without prior notice, to change the procedures outlined in this ITT or to terminate discussions and the delivery of information at any time before entering into a contract for the Services.

1.3 Canvassing

Any Supplier who, in connection with its Tender for the Services:

1.3.1 offers an inducement, fee or award to any representative of the Trust or any person acting as an adviser to the Trust in connection with the evaluation of Tenders for the Services; or

1.3.2 does anything which would constitute a breach of the Prevention of Corruption Acts 1889 to 1916 or the Bribery Act 2010, will be disqualified (without prejudice to any other civil remedies available to the Trust and without prejudice to any criminal liability that such conduct by a Supplier may attract) from further participation in the competition for the Services.

1.4 Non-collusion

Any Supplier who, in connection with its Tender for the Services:

1.4.1 fixes or adjusts its Tender by or in accordance with any agreement or arrangement with any other Supplier;

1.4.2 enters into any agreement or arrangement with any other Supplier to refrain from making a Tender or to alter, in any way the content of any Tender to be submitted;

1.4.3 causes or induces any person to enter into any such agreement as referred to in paragraph 1.4.1 or 1.4.2 above or to inform any other Supplier of the content of any other Tender for the Services;

1.4.4 offers or agrees to pay or give or does pay or give any sum of money, inducement or valuable consideration directly or indirectly to any persons for doing or having done or causing or having caused to be done any act or omission in relation to any other Tender or proposed Tender for the Services; or

1.4.5 communicates to any person (outside its consortium, its professional and financial advisers other than the Trust or any person duly appointed by the Trust) the content of its proposed Tender will be disqualified (without prejudice to any other civil remedies available to the Trust and without prejudice to any criminal liability that such conduct by a Supplier may attract) from further participation in the competition for the Services.

1.5 The Trust's right to reject Tenders

1.5.1 The issue of this ITT in no way commits the Trust to award any contract pursuant to this Tender process. The Trust is not bound to accept any Tender and reserves the right to accept any Tender either in whole or in part.

1.5.2 The Trust reserves the right to reject any or all of the responses received and discontinue the Tender process and/or reject any incomplete or incorrectly completed responses.

1.5.3 Tenders will be checked initially for compliance with the requirements of this ITT and for completeness. Clarification may be sought from Suppliers in order to determine if a Tender is complete and compliant. Tenders that are not substantially complete and/or compliant will the requirements of this ITT may be rejected.

1.6 Tender costs

Suppliers shall bear their own costs and in no circumstances whatsoever shall the Trust become liable for any Tendering costs, nor shall the Trust be liable for any loss of profits, loss of contracts or other costs or losses suffered or incurred by a Supplier as a result of that Supplier taking part in any way in this Tender process or not being awarded a contract pursuant to this Tender process.

2. Project Background & Services Required

2.1 Introduction

This ITT sets out the steps the Trust will take to obtain specific information from Suppliers to enable the Trust to select a Supplier to provide the Services it requires.

2.2 Project background

In Sep 2014 Big Creative Academy was opened in London, a 16-19 free school offering industry standard courses in Digital Media Production, Music Technology, Event Management, Performing Arts and Fashion and Design. The vision for the Big Creative Academy is to be a free school that will be regarded by young people, parents and employers as one of the leading schools in London for creative, music and media courses.

The target student demography for Big Creative Academy is 16-18 from London who are passionate, creative and determined to develop a career in the creative sector. The school welcomes applications from all young people with high potential in creative, music & media.

Big Creative Academy is driven by the involvement of high profile and cutting edge employers influencing and shaping the curriculum and offer. We work with employers to design programmes that produce young people with skills that are needed in today’s workplace.

The Big Creative Academy is seeking to appoint a service provider for the provision of Security Services over a one year period of the contract.

The contract is anticipated to commence upon 12th September 2017 and will continue for a period of one year.

2.3 Services required

In light of the above, the Trust wishes to appoint a Supplier to provide the Services set out in detail in the Specification in Appendix 5.

3. Contract Conditions and Order for Services

The Form of Order for Services that the Trust intends to issue and enter into with the successful Supplier is set out in Appendix 2 of this ITT. The Contract Conditions contained at Appendix 3 of this ITT shall apply to the provision of the Services by the Supplier under the Order for Services. Any changes to the original Form of Order or Order for Services will require a Scope Change Order as set out in in Appendix 4. All Tender responses should align to the Trust’s detailed Specification as set out in Appendix 5.

4. General Matters and Timetable

4.1 Enquiries and communication

4.1.1 any questions about the Project or Tender procedure should be submitted directly to clive.tshabalala@bigcreative.education stated below, all questions and requests for clarification or further information and the corresponding responses, will be circulated by the Trust to all suppliers.

4.1.2 When submitting a question or request for clarification or further information, Suppliers should indicate whether or not they believe the question or request for clarification or further information is commercially confidential to them and should not therefore be shared with other Suppliers. Any such question or request for clarification or further information should be marked ‘Confidential – not to be circulated to other Suppliers’.

4.1.3 If the Trust considers that, in the interests of open and fair competition, it is unable to respond to the question or request for clarification or further information on a confidential basis, it will inform the Supplier who has submitted it. The Supplier must as soon as practicable thereafter request that either the query be withdrawn or treated as not confidential.

4.1.4 All questions or requests for clarification or further information must be submitted in accordance with the procurement timetable as detailed in section 4.4 below. Requests / questions received after this time will not be responded to by the Trust.

4.2 Amendments to the ITT

The Trust reserves the right to issue amendments or modifications to this ITT during the ITT stage. Any such amendments or modifications will be notified to all Suppliers and Tenders will be assumed to take account of any such modifications and amendments.

4.3 Procedure for the submission of Tenders

Suppliers must submit their Tenders / responses to this ITT to the Trust at clive.tshabalala@bigcreative.education no later than 12pm on Friday 28th July 2017.

Late submissions will not be accepted.

Suppliers should only include those documents requested.

4.4 Timetable

The indicative timetable for this Tender process is as set out below:

Matter Date

Tender issued Friday 21st July 2017Deadlines for clarification questions Wednesday 26th July 2017Clarification questions answered Thursday 27th July 2017 Deadline for ITT to be submitted Friday 28th July 2017Compliance checks Monday 31st July 2017Tender Evaluation Monday 31st July 2017Award Decision Notification Monday 31st July 2017Contract signed Friday 4th August 2017

The Trust reserves the right to amend the above timetable by giving notice to Suppliers.

5. Tender Submission Requirements

5.1 General

This section provides Suppliers with details of the form and content of Tenders that are invited and sets out the procedural requirements with which Suppliers must comply when submitting Tenders in order for their Tenders to be considered by the Trust.

The Tender and any supporting documentation should be appropriately cross-referenced to this ITT. Tenders should be as clear and concise as possible, in order to enable the Trust to evaluate Tenders in accordance with this ITT. All Tenders shall be submitted in English.

Required Format of your submissionThe tenderer is required to submit their tender using the tender response template provided at Appendix 6. In addition to completing Section 1 and 2 the tenderer is also required to submit an initial project plan and pricing document as separate annexes.

Any proposal submitted that does not comply with the following instructions may be disqualified from the evaluation process:

A title page is allowed and will not be counted in the overall page limit providing it contains only the name of the organisation, contact details and the name of the project.

The main body of the submission must not exceed 30 sides of A4 (excluding CVs).

An initial project plan should be submitted in response as a separate file. This will form part of the 30 page limit outlined above.

Costing should be provided as an Excel file with clear reference to the Specification. This should be provided as a fixed cost for the duration of the one-year contract.

All costs must be inclusive of VAT. The main body of the submission, including CVs must be presented in

Arial 12 point with standard leading and kerning. NB, variants of Arial (e.g. Arial Narrow) will not be acceptable. We will accept variances to this on the project plan and costing.

No additional background information on your organisation is required nor should be submitted.

5.2 Content of Tenders

All Tenders must consist of the following items/documents:

5.2.1 A copy of the Form of Tender at Appendix 1 signed by the authorised signatory submitting the Tender on behalf of the Supplier.

5.2.2 The tenderer are required to complete the tender template provided at Appendix 6 setting out Supplier’s proposals for providing the range of services as set out in specification at Appendix 5. For tenderers submission to be fully compliant the tenderer must complete all of the questions.

5.2.3 Where a sub-contracting approach is proposed, all information requested should be given in respect of the prime contractor.

5.2.4 Where sub-contractors will play a significant role in the delivery of the services under any ensuing contract, please indicate in a separate annex (by inserting the relevant company/organisation name) the composition of the supply chain, indicating which member of the supply chain will be responsible for the elements of the requirement.

5.2.5 It is recognised that arrangements in relation to sub-contracting may be subject to future change. However, tenderers should be aware that where sub-contractors are to play a significant role, any changes to those sub-contracting arrangements may constitute a material change and therefore may affect the ability of the potential provider to proceed with the procurement process or to provide the services.

5.2.6 The following assessment criteria will be applied in accordance with the questions set out in Appendix 6. The evaluation team will score each of these questions on a scale of 0 to 5 by reference to the following scoring guide:

Score Description

5 - Excellent

Excellent response/project plan with an excellent level of overall detail demonstrating that the services to be provided, the tenderers approach and methodology meets the requirements set out in the specification. Excellent demonstration of how the proposed approach adds value. Excellent examples and/or supporting evidence provided. Excellent evidence of competency overall including all key points addressed with demonstrated strength, no errors, weaknesses or omission. Tender exceeds expectations in some or all respects.

4 - Good

Good response / project plan with a good level of overall detail demonstrating that the services to be provided, the tenderers approach and methodology meets the requirements set out in the specification. Good demonstration of how the proposed approach adds value. Good examples and/or supporting evidence provided. Good evidence of competency overall including all key points addressed with demonstrated strength, no errors, weaknesses or omission.

3 - Satisfactory

Satisfactory response/project plan with a basic level of overall detail demonstrating that the services to be provided, the tenderers approach and methodology meets the requirements set out in the specification. Satisfactory evidence of competency overall including the full satisfaction of all key points, or in the absence of this, if some key points have been addressed to a level of good or comprehensive detail this may be deemed capable of providing satisfactory evidence of competency overall. Relevant examples and/or supporting evidence provided. The standard of response meets expectations.

2 Partial

Partial response/project plan that contains some detail demonstrating that the services to be provided, the tenderers approach and methodology partially meets the requirements set out in the specification. Some evidence of competency overall including the satisfaction of some key points. Some relevant examples and/or supporting evidence provided.

1 - Poor

The response/project plan is deficient in certain areas where the details of relevant response require the reviewer to make assumptions. A project plan / response that contains insufficient detail and does not demonstrate that the service, approach and methodology does not sufficiently meet the requirements set out in the specification. Little evidence of competency with critical non-satisfaction of key points. Some examples and/or supporting evidence provided.

Suppliers who fail to meet a score of at least 2 in any of the questions set out in Appendix 6 below will have deemed to have not met the minimum standards and expectations of the Trust and will therefore not be awarded the requirement.

The score the Supplier achieves for each element will then be converted to give their percentage mark for that element. The maximum percentage or “weighting” the Trust has given to each element is set out below.

6. Evaluation of Tenders 6.1 Evaluation for compliance

Tenders will be checked initially for compliance with this ITT and for completeness. Clarification may be sought from Suppliers in order to determine if a Tender is complete and compliant. The Trust reserves the right to reject any Tenders that are not substantially complete and/or compliant with this ITT.

6.2 Evaluation criteria

Tenders for the Services will be evaluated on the basis of the criteria set out below. The Trust has allocated a maximum score or “weighting” for each area as follows:

Quality of service 60% Price 40%

6.3 Quality of submissions will be based on the following

Tenders for the Services will be evaluated on the basis of the criteria set out below. The scores available for each question are set out below:

  Criteria 1 - Experience and Capability Total Section Marks = 20Question 1 Relevant Experience 5Question 2 Risk Assessment/Method Statement 5Question 3 Qualifications and Experience 5Question 4 Security Service Excellence 5  Criteria 2 - Quality Total Section Marks = 10Question 1 Quality Management Strategy 5Question 2 Added value through community benefit 5  Criteria 3 - Contract Management Total Section Marks = 10Question 1 Contract Management 5Question 2 Customer Care 5

6.4 Price of submissions will be based on the following

The calculation will be carried out on the following basis. The lowest price bid will score 100% of available marks. All other bids will then score 100% of available marks less the percentage of available marks by which their price exceeds the lowest bid. All bids that are 100% or more in excess of the lowest bid shall score a zero for price.

For clarity, an example has been provided: Supplier Price Difference to

Lowest BidPercentage Score

Supplier A £100 0 100%

Supplier B £120 20 80%

Supplier C £150 50 50%

Supplier D £200 100 0%

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Appendix 1

Form of Tender

To: BIG CREATIVE Academy (the “Trust”)

Re: BIG CREATIVE Academy Security

Dear Sirs

1. Having examined the Invitation to Tender (“ITT”) and having satisfied ourselves as to all other matters relevant thereto, we confirm our Tender for the Services.

2. We enclose our Tender, and confirm that these comprise all of the documents required to be submitted in accordance with the matters set out in the ITT. We acknowledge that we are bound by the terms of the ITT and our proposals submitted pursuant to the ITT.

3. We hereby unconditionally and irrevocably offer to undertake the Services requested to be provided and performed under the ITT in accordance with the terms of the Form of Order for Services included at Appendix 2 of the ITT, the Contract Conditions contained at Appendix 3 of the ITT, the rates and prices stated in our Pricing Document and that our irrevocable offer to undertake the Services in full alignment with the Specification as detailed in Appendix 5 of the ITT.

4. We acknowledge that the Trust will not remove Services once they have been awarded and any changes to the Services is for an increase in scope only which will require a Scope Change Order to be completed and agreed as set out in Appendix 4.

5. We confirm that we are fully conversant with all the ITT documentation and that this Tender is submitted strictly in accordance with the ITT.

6. We agree that this Tender shall remain open to be accepted or not by the Trust and shall not be withdrawn for a period of 1 month from the deadline for receipt of Tenders as set out in the ITT, or such longer period as may be agreed with the Trust.

7. We undertake to execute the Order for Services for the proper and complete fulfilment of the Services or any part or parts thereof, as you may in your absolute discretion award to us.

8. We agree that we shall commence and undertake the Services when awarded and instructed to do so by the Trust pursuant to the terms of the Order for Services and Contract Conditions.

9. We certify that the details of this Tender and the ITT documentation have not been communicated to any other person or adjusted in accordance with any agreement or arrangement with any other person or organisation.

10. We acknowledge that the Trust is not bound to accept the lowest or any tender it may receive, and reserves the right at its absolute discretion to accept or not to accept any tender submitted prior to any award notice.

11. We certify that we have full power and authority to enter into the Order for Services and to undertake the Services, and that this is a bona fide Tender.

12. We confirm that in submitting our Tender, we have satisfied ourselves as to the accuracy and completeness of the information we require in order to do so (including that contained in the ITT).

Dated this [Day] day of [Date]

Signed for and on behalf of the Supplier by a duly authorised signatory of the Supplier:

Signed: ___________________________________

Position/Status: ___________________________________

Supplier’s Name: ___________________________________

Address: ___________________________________

___________________________________

Telephone: ___________________________________

Email: ___________________________________

Appendix 2

Form of Order

From: BIG CREATIVE Academy (the “Client”)

To: [Insert name and address of Supplier] (the “Supplier”)

Order Number: [Insert]

Date: [Insert]

The Contract Conditions contained at Appendix 3 of the Invitation to tender for the Services dated [insert date] shall apply to the supply of the Services by the Supplier under this Order.

1. Services to be supplied by the Supplier (the “Services”)

[Insert full list of Services to be provided by the Supplier under the Order – to be “lifted” from Appendix 5 (Specification) of the ITT.]

2. Supplier’s Representative

[Insert]

3. Client’s Representative

[Insert]

4. Project Details

[Insert brief details of the Project]

5. Timescales within which the Services must be supplied and Delivery Point

[Insert]

6. Price payable to the Supplier for the supply of the Services

The Price for the supply of the Services (together with any services necessary or reasonably incidental to such Services) is £ [insert] (exclusive of VAT).

Payment shall be made at the following intervals / milestones:

7. Insurance

[Any change to the £5 million level of professional indemnity insurance under clause 8.1 of the Contract Conditions should be noted here]

8. Limit on Liability

[Any change to the £5 million limit on liability under clause 2.4 of the Contract Conditions should be noted here]

9. Supplier’s Key Personnel

[Insert]

10. Supplier’s Rates

[Insert]

11. Conflicts of Interest

[Supplier to provide details of any conflict of interest in accordance with Clause 19.1 of the Contract Conditions]

12. Additional information

[Insert if relevant]

By signing and returning this Form of Order the Supplier agrees to enter a legally binding contract with the Client for the supply of the Services specified in this Order incorporating the rights and obligations in the Conditions of Contract contained in Appendix 3 of the Invitation to Tender for the Services dated [insert date].

EXECUTED AS A DEED on the day and year first before written

Executed as a Deed by BIG CREATIVE Academy acting by:

Director ……………………………………………

Director / Company Secretary ……………………………………………

Executed as a Deed by [Insert name of Supplier] acting by:

Director ……………………………………………

Director / Company Secretary ……………………………………………

Appendix 3

Contract Conditions

CONTRACT CONDITIONS

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In these Contract Conditions unless the context otherwise requires, the following expressions shall have the following meanings:-

“Free School” means all or any project for the establishment of schools forming part of the Department for Education’s Free School programmes;

“Client” has the meaning given to that term in the Order;

“Client Data” means any data (including in particular but without limitation personal data as defined in the Data Protection Act 1998) which is supplied to the Supplier by the Client or otherwise obtained by the Supplier in the course of performing its obligations under the Order and the supply of the Services;

“Data Protection Act” means the Data Protection Act 1998 as amended, updated or replaced from time to time and “DPA” should be construed accordingly;

“Default” means any breach of the obligations of the relevant Party (including but not limited to fundamental breach or breach of a fundamental term) or any other default, act, omission, negligence or negligent statement of the relevant Party in connection with or in relation to the subject-matter of these Contract Conditions and / or the Order;

“EIR” means the Environmental Information Regulations 2004 as amended, updated or replaced from time to time;

“Freedom of Information Act”

means the Freedom of Information Act 2000 as amended, updated or replaced from time to time and “FOIA” shall be construed accordingly;

(i)

“Intellectual Property” means intellectual property of whatever nature (including patents, trademarks, trade names, service marks, domain names, design rights, topography rights, database rights, present and future copyright, moral rights, know-how and any similar or analogous rights) existing anywhere in the world (whether registered or unregistered);

(ii)“

means any right, title and/or interest in Intellectual Property and, where the context so admits, includes applications for such rights;

“Key Performance means the key performance indicators for monitoring ongoing

Indicators” performance and delivery by the Supplier set out in Schedule 1 of these Contract Conditions; [Note: The KPI’s set out in Appendix 6 of the Invitation to Tender will be used for Schedule 1 of the contract when signed]

“Management Information”

means the information specified in paragraph 1 of Schedule 2 of these Contract Conditions and any other such information set out in the Order;

"Order" means the order for the supply of the Services issued by the Client to the Supplier and which together with these Contract Conditions forms a binding agreement between the Client and the Supplier for the supply of the Services;

“Price” means the price payable to the Supplier for the supply of the Services, as more particularly set out in the Order;

"Prohibited Act" means:

(a) offering, giving or agreeing to give to any servant of the Client any gift or consideration of any kind as an inducement or reward:

(i) for doing or not doing (or for having done or not having done) any act in relation to the obtaining or performance of the Order; or

(ii) for showing or not showing favour or disfavour to any person in relation to the Order;

(b) entering into the Order in connection with which commission has been paid or has been agreed to be paid by the Supplier or on its behalf, or to its knowledge, unless before the relevant contract is entered into particulars of any such commission and of the terms and conditions of any such contract for the payment thereof have been disclosed in writing to the Client and;

(c) committing any offence:

(i) under the Bribery Act 2010 or the Prevention of Corruption Acts 1889-1916;

(ii) under Legislation creating offences in respect of fraudulent acts; or

(iii) at common law in respect of fraudulent acts in relation to the Order; or

(d) defrauding or attempting to defraud or conspiring to defraud the Client or being an accessory to such fraud by another.

"Project" means the project in respect of which the Services are to be supplied by the Supplier as more particularly described in the Order;

“Regulatory Bodies” means those government departments and regulatory, statutory and other entities, committees and bodies which, whether under statute, rules, regulations, codes of practice or otherwise, are entitled to regulate, investigate, or influence the matters dealt with in these Contract Conditions or any other affairs of the Department for Education and "Regulatory Body" shall be construed accordingly;

“Scope Change Order”

means the document contained in Appendix 5 of the Client’s Invitation to Tender and as part of the overall Order;

"Services" means the services to be supplied by the Supplier to the Client as more particularly described in section 1 of the Order;

“Supplier” has the meaning given to that term in the Order;

“Supplier Data and Documents”

means any and all data, information and/or documents (whether in hard copy form or stored on electronic media) produced or procured by or on behalf of the Supplier and/or Supplier’s Personnel or Supplier’s Persons in connection with and/or pursuant to the Order including, without limitation: measurements, surveys, investigations, enquiries, studies, reports, sketches, drawings, plans, working drawings, calculations and/or specifications;

“Supplier’s Personnel”

means the individuals named in the Order or any replacements thereof appointed in accordance with Clause 3;

“Supplier’s Persons” means all employees, agents and contractors and sub-contractors of the Supplier;

“Supplier’s Representative”

means such person notified by the Supplier to the Client and approved by the Client as set out in the Order;

“Working Day” means any day other than a Saturday, Sunday or public holiday in England and Wales.

1.2 References to clauses and annexes are references to clauses and annexes to these Contract Conditions. The provisions of the clauses and annexes are incorporated in these Contract Conditions.

1.3 Unless stated otherwise reference to “Parties” in these Contract Conditions are references to the Supplier and the Client and “Party” shall be construed accordingly.

1.4 Where the Supplier comprises more than one person, references to "Supplier" shall include all persons comprising the Supplier and all obligations on the part of the Supplier under these Contract Conditions shall be deemed to be made and undertaken by such persons jointly and severally.

1.5 Reference to the singular includes the plural and vice versa and references to any gender includes both genders.

1.6 References to a person include any individual, firm, unincorporated association or body corporate.

1.7 The headings and sub-headings in these Contract Conditions are inserted for convenience only and shall not affect the interpretation of these Contract Conditions.

1.8 Any periods of time referred to in these Contract Conditions and expressed in days shall refer to calendar days unless stated otherwise.

1.9 Any reference to any statute or any section of any statute includes any statutory extension, amendment, modification, consultation or re-enactment and any statutory instrument, order or regulation made under any statute for the time being in force.

2. DUTIES OF CARE

2.1 Where an Order includes or is for the supply of Services the Supplier shall provide or execute the same using the level of skill, care and diligence as would be expected of a competent and appropriately qualified supplier experienced in performing services of a similar size, scope, nature and complexity to the Services.

2.2 The Supplier shall comply with any Act of Parliament, any instrument, rule or order made under any Act of Parliament and any regulation or bye-law of any local authority or any statutory undertaker or of any public or private utility or undertaking which has any jurisdiction with regard to the Services and without prejudice to the generality of this Clause 2, undertakes to carry out and fulfil in all respects any relevant duties required under the Construction (Design and Management) Regulations 2007.

2.3 The Supplier shall endeavour to have and adhere to an equal opportunities policy and equal opportunities legislation including but not limited to the Equality Act 2010 and all other relevant equal opportunities and non-discrimination legislation. The Supplier shall also not discriminate, contrary to the law, in its supply of the Services.

2.4 Unless otherwise stated in the Order, the liability of the Supplier under or in connection with the Order whether in contract, tort, negligence breach of statutory duty or otherwise shall not exceed £5 million for any occurrence or series of occurrences arising out of any one event, provided that nothing in these Contract Conditions shall limit or exclude the Supplier’s liability for:

2.4.1 death or personal injury resulting from negligence; or

2.4.2 fraud or fraudulent misrepresentation.

3. PERSONNEL

3.1 The Supplier shall not remove any of the Supplier's Personnel from such role without the prior written approval of the Client. If such approval is given the Supplier shall replace that person with a suitably qualified and competent replacement (unless and for so long as the Client agrees that a replacement is unnecessary).

3.2 The Client shall be entitled, after consultation with the Supplier, to require the replacement of any person employed by the Supplier in the performance of its obligations under the Order including any member of the Supplier's Personnel who, in the Client’s reasonable opinion, has failed to perform satisfactorily or who has mis-conducted him or herself in any way. The Supplier shall promptly replace such person with an appropriately qualified and experienced substitute at no additional cost to the Client.

4. USE OF PREMISES

4.1 Unless otherwise agreed, any land or premises made available to the Supplier by the Client in connection with the supply of the Services shall be made available to the Supplier free of charge and without exclusive possession and shall be used by the Supplier solely for the purpose of supplying the Services. The Supplier shall have the use of such land or premises as licensee and shall vacate the same on the expiry or other termination of the Order.

4.2 The Supplier shall ensure that in supplying the Services its employees co-operate as far as may be reasonably necessary with the Client’s employees. The Supplier shall further ensure that its employees carry out their duties and behave while on the Client’s premises in such a way as to cause no unreasonable or unnecessary disruption to the routine and procedures of the Client, its employees, visitors or other contractors.

4.3 The Supplier shall ensure that its employees comply with all rules and regulations from time to time issued by the Client relating to the use and/or security of the Client’s premises.

5. PAYMENT FOR SERVICES

5.1 The Supplier shall maintain accurate and detailed records of all time spent by the Supplier's Personnel in performing the Services. Such accounts shall be retained for at least 6 years after the end of the financial year in which the last payment was made under the Order. Input and output VAT shall be included as separate items in such accounts.

5.2 Subject to the remainder of this clause, the Client will pay the Price to the Supplier in the manner set out in the Order.

5.3 In addition to the Price the Client shall pay such value added tax in relation thereto as may from time to time be prescribed by English Law.

5.4 The Client shall be entitled to instruct lawful variations to the Services (including the addition, omission or change in nature of the Services set out in section 1 and 2 (respectively) of the Order). No variation shall invalidate the Order and the Client shall not be responsible for any loss of profits, loss of contracts or other similar indirect losses if the Services are varied, added, omitted or changed. If at the Client’s request the Supplier supplies any services additional to those covered by section 1 or 2 of the Order, or by reason of any programme delivery changes requested by the Client in accordance with Clause 7.2 or any other circumstances beyond the Supplier's control the Supplier is required to undertake extra work, provided the Supplier notifies the Client before undertaking such work that

the Supplier may require an additional fee, any additional fee will be payable in accordance with the rates contained in section 11 of the Order.

5.5 The Supplier shall have regard to the need for economy in all expenditure. Where any expenditure in an invoice, in the Client's reasonable opinion, is excessive having due regard to the purpose for which it was incurred, the Client shall only be liable to reimburse so much (if any) of the expenditure disallowed as, in the Client’s reasonable opinion after consultation with the Supplier, would reasonably have been required for that purpose.

5.6 The Supplier shall permit duly authorised staff or agents of the Client, the Department for Education or the National Audit Office (or any successor bodies) to examine the accounts at any reasonable time and shall furnish oral or written explanations of the account if required. The Client reserves the right to carry out or have such staff or agents of the Client or the Department for Education carry out examinations into the economy, efficiency and effectiveness with which the Supplier has used the Department for Education’s resources in the performance of the Order.

5.7 In consideration of the supply of the Services, the Client shall pay the Price to the Supplier in accordance with the following clauses:

5.7.1 invoices shall be prepared by the Supplier on the invoice dates specified in the Order (or, if none, one month after the completion of the Supply of the Services being invoiced for) in arrears and shall be detailed against the payment and milestone profile set out in the Order. The Supplier or the Supplier's Representative or accountant shall certify on the invoice that the amounts claimed were expended wholly and necessarily by the Supplier on the Services in accordance with the Order and that the invoice does not include any costs being claimed from any other body or individual or from the Client within the terms of another Order;

5.7.2 invoices shall be sent, within 14 days of the end of the relevant month to the Client at the address set out in the Order quoting the Order number. Subject to these Contract Conditions, the Client undertakes to pay correctly submitted invoices within 30 days of receipt. A correct invoice is one that: is delivered in timing in accordance with the contract; is for the correct sum; in respect of services supplied or delivered to the required quality (or are expected to be at the required quality); includes the date, supplier name, contact details and bank details; quotes the relevant order number and has been delivered to the nominated address.

5.7.3 the due date for payment of the amount claimed by the Supplier pursuant to Clause 5.7.1 shall be 30 days after receipt from the day of physical or electronic arrival at the nominated address of the Client of the Supplier's invoice in accordance with Clause 5.7.2 and the final date for payment of the same shall be 14 days thereafter;

5.7.4 the Client shall notify the Supplier in writing not later than 5 days after the due date for payment specifying the amount of the

payment and any additional sums (if any) which the Client has paid or proposes to pay by reference to the Supplier's invoice together with a statement of the basis on which such amount is calculated (if different from the amounts set out in the Supplier's invoice).

5.7.5 the Client shall notify the Supplier in writing not later than five days before the final date for payment specifying any amount which it intends to withhold from the Supplier's account, the grounds for withholding payment and, if there is more than one ground, each ground and the amount attributable to it.

5.8 If the Order is terminated by the Client due to the Supplier's insolvency or default in accordance with Clause 21 at any time before completion of the Order, the Client shall only be liable to reimburse eligible payments made by, or due to, the Supplier before the date of termination.

5.9 The Client shall not be obliged to pay the invoice until the Supplier has carried out the agreed elements of the Order and completed the milestone to which the invoice relates.

5.10 On completion or on termination of the Order, the Supplier shall promptly draw-up a final invoice, which shall cover all outstanding amounts incurred for the Services. The final invoice shall be submitted not later than 30 days after the date of completion or termination of the Order.

5.11 The Client shall not be obliged to pay (in accordance with the remaining Contract Conditions) the final invoice until the Supplier has achieved all the milestones specified in the Order.

5.12 It shall be the responsibility of the Supplier to ensure that the final invoice covers all outstanding amounts for which reimbursement may be claimed. Provided that all previous invoices have been duly paid, on due payment of the final invoice by the Client all amounts due to be reimbursed under the Order shall be deemed to have been paid and the Client shall have no further liability to make reimbursement of any kind.

6. PUBLICITY AND DISSEMINATION

The Supplier shall give at least 3 weeks advance notification of any material relating to the Services or the Project which is to be published during the term of the Order to the Client and give the Client the opportunity to comment or veto such publication.

7. CHANGES TO THE CLIENT’S REQUIREMENTS

7.1 The Client shall notify the Supplier of any material uplift to the Client’s requirements through a Scope Change Order as detailed in the Client’s ITT document.

7.2 If the Supplier will incur additional cost for the Scope Change Order then the Supplier shall be entitled to payment for any such additional material costs incurred as a result of any such changes with direct correlation to the Supplier’s original costs for such additional Services as detailed in the Supplier’s response the Client’s ITT. The amount of such additional costs

is to be agreed between the Client and the Supplier in writing and through a Scope Change Order to the Supplier undertaking any changes.

8. INSURANCE

8.1 Unless otherwise stated in the Order, the Supplier undertakes to:

8.1.1 maintain, at its own cost, public liability insurance for the amount of £5,000,000 (five million pounds) in respect of any one occurrence or series of occurrences arising out of one event; and

8.1.2 maintain, at its own cost, professional indemnity insurance for the amount of £5,000,000 (five million pounds) in respect of any one occurrence or series of occurrences arising out of one event to ensure that its activities under the Order are insured and remain insured under an annual professional indemnity policy or policies for a period of six (6) years from the carrying out of the Order.

8.2 As and when reasonably required so to do, the Supplier shall provide the Client with documentary evidence that the insurance required under Clause 8.1 above is in force and is being properly maintained.

8.3 The above obligations in respect of insurance shall continue notwithstanding termination of the Order by any reason whatsoever, including (without limitation) breach by the Client.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 All Intellectual Property Rights subsisting in the Supplier Data and Documents shall vest in and be the property of the Supplier.

9.2 The Supplier hereby grants to the Client a non-exclusive, irrevocable, royalty free worldwide licence (including any and all Intellectual Property Rights therein) to use and reproduce any and all of the Supplier Data and Documents (including the Intellectual Property Rights therein) for any and all purposes whatsoever connected with the Services. Such licence shall entitle the Client to grant sub-licences in the same terms as this licence. Provided always that the Supplier shall not be liable to the Client or any sub-licensee or permitted assignee of the Client for any use or reproduction of the Supplier Data and Documents for purposes other than those for which the same were originally prepared by or on behalf of the Supplier and/or the Supplier's Personnel.

10. INDEMNITY

10.1 Subject to clause 2.4 and save that such indemnities require the Client to first mitigate its loss and do not prevent the Supplier from running any defences that would otherwise be available under English common law, the Supplier shall keep the Client indemnified in full against all direct, indirect or consequential liabilities (all three of which terms include, without limitation, loss of profit, loss of business, depletion of goodwill and like loss), loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by the Client as a result of or in connection with:

10.1.1 defective workmanship, quality or materials; and

10.1.2 any claim made against the Client in respect of any liability, loss, damage, injury, cost or expense sustained by the Client’s employees or agents or by any customer or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the Services as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of the terms of the Order by the Supplier.

10.2 Subject to clause 2.4, the Supplier shall be liable for and shall indemnify and keep indemnified the Client against any and all expenses, liabilities, losses, claims or proceedings the Client may incur in the event:

10.2.1 that the rights granted by the Supplier pursuant to Clause 9.2 above are found to be invalid, ineffective or impaired in any way; and/or

10.2.2 of any claim by any third party (whether upheld or not) that the exercise of the rights granted by the Supplier pursuant Clause 9.2 above infringe the rights of such third party.

10.3 The Supplier hereby grants to the Client an irrevocable, non-exclusive, royalty free, perpetual licence (with rights to grant sub-licences) of the Supplier’s IPR to the extent necessary to exploit fully the Intellectual Property Rights assigned or licensed to the Client under Clause 9, provided always that the Supplier shall not be liable to the Client or any sub licensee or permitted assignee of the Client for any use or reproduction of the Supplier’s IPR for purposes other than those for which the same were originally prepared by or on behalf of the Supplier and/or the Supplier’s personnel.

11. INFORMATION AND CONFIDENTIALITY

11.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in the Contract Conditions, each Party shall:

11.1.1 treat the other Party's confidential information as confidential and safeguard it accordingly; and

11.1.2 not disclose the other Party's confidential information to any other person without such Party’s prior written consent.

11.2 Clause 11 shall not apply to the extent that:

11.2.1 such disclosure is a requirement of law placed upon the Party making the disclosure, including any requirements for disclosure under the FOIA or the EIR pursuant to Clause 12;

11.2.2 such information was in the possession of the Party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner;

11.2.3 such information was obtained from a third party without obligation of confidentiality;

11.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of these Contract Conditions; or

11.2.5 such information is independently developed without access to the other Party's confidential information.

11.3 The Supplier may only disclose the Client’s confidential information to the Supplier’s Persons who are directly involved in the supply of the Services and who need to know the confidential information, and shall ensure that such Supplier’s Persons are aware of and shall comply with these obligations as to confidentiality.

11.4 The Supplier shall not, and shall procure that the Supplier’s Persons do not, use any of the Client’s confidential information received otherwise than for the purposes of these Contract Conditions.

11.5 The Supplier shall ensure that the Supplier’s Persons are aware of the Supplier’s obligations under these Contract Conditions.

11.6 Nothing in these Contract Conditions shall prevent the Client from disclosing the Supplier’s confidential information:

11.6.1 to any crown body or any other contracting authorities. All crown bodies or contracting authorities receiving such confidential information shall be entitled to further disclose the confidential information to other crown bodies or other contracting authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any crown body or any contracting authority;

11.6.2 to any Supplier, contractor or other person engaged by the Client or any person conducting an Office of Government Commerce gateway review;

11.6.3 for the purpose of the examination and certification of the Client’s accounts; or

11.6.4 for any examination pursuant to Section 6(1) of the National Audit Act 1983 (and any successor and/or supplementary legislation) of the economy, efficiency and effectiveness with which the Client has used its resources.

11.7 The Client shall use all reasonable endeavours to ensure that any government department, contracting authority, employee, third party or sub-contractor to whom the Supplier’s confidential information is disclosed pursuant to clause 12 is made aware of the Client’s obligations of confidentiality.

11.8 Nothing in this clause 11 shall prevent either party from using any techniques, ideas or know-how gained during the performance of these Contract Conditions in the course of its normal business to the extent that

this use does not result in a disclosure of the other Party's confidential information or an infringement of Intellectual Property Rights.

11.9 The Supplier shall not, without the prior written consent of the Client, publish alone or in conjunction with any other person any articles, research, papers, drawings, illustrations, photographs or videos relating to the Services.

11.10 Save:

11.10.1 as may be strictly necessary for the proper carrying out of any of its obligations under the Order; or

11.10.2 as the Client is entitled pursuant to any other provision of these Contract Conditions; or

11.10.3 as required by law, including, for the avoidance of doubt, the FOIA and similar legislation or equivalent codes with which the Client is bound to comply;

the Client shall not disclose to any person any confidential or proprietary information provided to it by the Supplier.

11.11 The Supplier undertakes to make no reference in any advertising or other promotional material to the Order without the prior written consent of the Client.

11.12 Where relevant and applicable, the Supplier undertakes to abide and procure that its employees abide by the provisions of the Official Secrets Acts 1911 and 1989.

12. FREEDOM OF INFORMATION ACT 2000 (“FOIA”)

12.1 The Supplier recognises that the Client is subject to legal duties which may require the release of information under FOIA, EIR or similar legislation or equivalent codes and that the Client will be/is under an obligation to provide information on request. Such information may include matters relating to, arising under or out of the supply of the Services in any way.

12.2 The Supplier recognises that each request for information must be considered individually and that any decision to disclose information will be the decision of the Client.

12.3 In any event, the Client shall not be responsible to the Supplier for any loss, damage, harm or other detriment, however caused, arising from the disclosure of any information under FOIA or other similar legislation or code.

12.4 The Supplier will provide such assistance to the Client as the Client requires to enable it to comply with its obligations under FOIA, EIR or similar legislation or equivalent codes. In particular the Supplier acknowledges that the Client is entitled to access any and all information relating to the supply of the Services and the Supplier shall grant such access.

12.5 The Supplier shall and shall procure that the Supplier’s Persons shall:

12.5.1 transfer to the Client all requests for information that it receives as soon as practicable and in any event within two Working Days of receiving a request for information;

12.5.2 provide the Client with a copy of all information in its possession or power in the form that the Client requires within five Working Days (or such other period as the Client may specify) of the Client’s request; and

12.5.3 provide all necessary assistance as reasonably requested by the Client to enable the Client to respond to the request for information within the time for compliance set out in section 10 of FOIA or regulation 5 of EIR.

12.6 The Client shall be responsible for determining in its absolute discretion and notwithstanding any other provision in these Contract Conditions or any other agreement whether any information is exempt from disclosure in accordance with the provisions of FOIA or EIR.

12.7 In no event shall the Supplier respond directly to a request for information unless expressly authorised to do so by the Client.

12.8 The Supplier acknowledges that (notwithstanding the provisions of Clause 13) the Client may, acting in accordance with the Ministry of Justice’s Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of FOIA (“the Code”), be obliged under FOIA, or EIR, to disclose information concerning the Supplier or the Project:

12.8.1 in certain circumstances without consulting the Supplier; or

12.8.2 following consultation with the Supplier and having taken its views into account;

provided always that where 12.8.1 applies the Client shall, in accordance with any recommendations of the Code, 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.

12.9 The Supplier shall ensure that all information is retained for disclosure and shall permit the Client to inspect such records as requested from time to time.

13. DATA

13.1 With respect to the Parties’ rights and obligations under these Contract Conditions the Parties agree that the Client is a Data Controller and the Supplier is the Data Processor. For the purposes of this clause 13 the terms “Data”, “Data Controller”, “Data Processor”, Data Subject”, Data Subject Request”, “Personal Data”, “Process” and “Processing” shall have the meaning prescribed under the DPA.

13.2 The Supplier shall not acquire any right in, or title to, any part of the Client Data whether existing prior to the date of the Order, or created after such date.

13.3 The Supplier shall not:

13.3.1 disclose, use, modify or adapt the Client Data;

13.3.2 merge or combine the Client Data with any other data;

13.3.3 store, copy, disclose or use the Client Data; or

13.3.4 reproduce the Client Data in whole or in part in any form

except as may be expressly required by, or necessary for, performance by the Supplier of its obligations under these Contract Conditions.

13.4 The Supplier shall:

13.4.1 process the Personal Data only in accordance with instructions from the Client (which may be specific instructions or instructions of a general nature as set out in these Contract Conditions or as otherwise notified by the Client to the Supplier during the period of these Contract Conditions);

13.4.2 process the Personal Data to the extent, and in such manner, as is necessary for the supply of the Services or as is required by law or any Regulatory Body;

13.4.3 implement appropriate technical and organisational measures to protect the Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration, or disclosure. These measures shall be appropriate to the harm which might result from any unauthorised or unlawful Processing, accidental loss, destruction or damage to the Personal Data and having regard to the nature of the Personal Data which is to be protected;

13.4.4 take reasonable steps to ensure the reliability of any Supplier Persons who have access to the Personal Data;

13.4.5 obtain prior written consent from the Client in order to transfer the Personal Data to any Supplier Persons for the supply of the Services;

13.4.6 ensure that all Supplier’s Persons required to access the Personal Data are informed of the confidential nature of the Personal Data and comply with the obligations set out in this clause 13;

13.4.7 ensure that none of Supplier’s Persons publish, disclose or divulge any of the Personal Data to any third party unless directed in writing to do so by the Client;

13.4.8 notify the Client within five Working Days if it receives:

(i) a request from a Data Subject to have access to that person's Personal Data; or

(ii) a complaint or request relating to the Client’s obligations under the Data Protection Act;

13.4.9 provide the Client with full cooperation and assistance in relation to any complaint or request made, including by:

(i) providing the Client with full details of the complaint or request;

(ii) complying with a Data Subject Request within the relevant timescales set out in the DPA and in accordance with the Client’s instructions;

(iii) providing the Client with any Personal Data it holds in relation to a Data Subject (within the timescales required by the Client); and

(iv) providing the Client with any information requested by the Client.

13.4.10 permit the Client or the Client’s representative (subject to reasonable and appropriate confidentiality undertakings) to inspect and audit the Supplier’s Data Processing activities (and/or those of the Supplier’s Persons) and comply with all reasonable requests or directions by the Department of Education to enable it to verify and/or procure that the Supplier is in full compliance with its obligations under these Contract Conditions;

13.4.11 provide a written description of the technical and organisational methods employed by the Supplier for processing Personal Data (within the timescales required by the Client);

13.4.12 not process Personal Data outside the European Economic Area without the prior written consent of the Client and, where the Client consents to a transfer, to comply with:

(i) the obligations of a Data Controller under the Eighth Data Protection Principle set out in Schedule 1 of the DPA by providing an adequate level of protection to any Personal Data that is transferred; and

(ii) any reasonable instructions notified to it by the Client; and13.4.13 on request by the Client, promptly provide information which the

Client requires in order to comply with:

(i) Data Subject Requests; and

(ii) requests from the Information Commissioner.

13.5 The Supplier warrants that it has appropriate operational and technological processes and procedures in place to safeguard against any unauthorised or unlawful access, loss, destruction, theft, use or disclosure of Personal Data.

13.6 The Supplier shall indemnify and shall keep indemnified the Client against all liabilities, losses, demands, damages, costs, claims, expenses and interest suffered by the Client, including payment of compensation to a third party and the Client's expenses in settling such third party claim, as a result of any failure by the Supplier to comply with its obligations in accordance with any part of this Clause 13.

13.7 The Supplier shall comply at all times with the DPA and shall not perform its obligations under these Contract Conditions in such a way as to cause the Client to breach any of its applicable obligations under the DPA.

13.8 The Supplier shall employ appropriate organisational, operational and technological processes and procedures to keep the Client’s Data safe from unauthorised use or access or disclosure, loss, destruction, theft, misuse interception or corruption. The organisational, operational and technological processes and procedures adopted are required to comply with the requirements of ISO/IEC 27001 as appropriate to the services being supplied to the Client.

13.9 The Supplier shall not delete or remove any proprietary or copyright notices contained within or relating to the Client’s Data.

13.10 The Supplier shall not store, copy, disclose, or use the Client’s Data except as necessary for the performance by the Supplier of its obligations under these Contract Conditions or as otherwise expressly authorised in writing by the Client.

13.11 To the extent that the Client’s Data is held and/or processed by the Supplier, the Supplier shall supply immediately on request the Client’s Data to the Client as requested by the Client in the format specified by the Client.

13.12 The Supplier shall take responsibility for preserving the integrity of the Client’s Data and preventing the corruption or loss of the Client’s Data.

13.13 The Supplier shall ensure that any files containing the Client’s Data are stored on the Supplier’s secure servers and/or secured IT equipment. The Supplier shall ensure that the Client’s Data relating to the project is segregated from other data on their IT systems.

13.14 The Supplier shall not keep the Client’s Data on any laptop or other removable drive or device unless that laptop, other removable drive or device is protected by being fully encrypted and password protected, and the use of the device or laptop is necessary for the supply of the Services set out in these Contract Conditions. Laptops should have full disk encryption using either a CESG (communications electronic security group) CAPS approved product or alternatively a product that complies with the FIPS 140-2 Standard. USB devices used for transferring the Client’s Data should be encrypted to the FIPS 140-2 Standard.

13.15 The Supplier shall keep an audit trail of where the Client’s Data is held, including hardware, laptops, drives and devices and disclose such trail upon request.

13.16 The Supplier shall ensure that the Client’s Data is stored in locked cabinets.

13.17 The Supplier shall ensure that the Client’s Data is securely removed from its systems and any printed copies securely destroyed at the end of this work, or on termination of these Contract Conditions. In complying with this clause, electronic copies of the Client’s Data shall be securely destroyed by either physical destruction of the storage media or secure deletion using appropriate electronic shredding software, using a minimum setting of US DOD overwriting standard (7 passes). Any hard copy shall be destroyed by crosscut shredding and secure re-cycling of the resulting paper waste.

13.18 The Supplier shall perform secure back-ups of all the Client’s Data and shall ensure that up-to-date back-ups are stored off-site. The Supplier shall ensure that such back-ups are available to the Client at all times upon request.

13.19 The Supplier shall ensure that any of the Client’s Data to be sent between the Supplier’s offices/staff, and/or the sub-contractors, and/or any other third party are sent by CD or DVD and are fully encrypted and password protected. The Supplier shall ensure that the password for files is sent separately from the data to the named recipient of the data. The Client’s Data shall be transferred by a secure courier or registered postal service (special delivery) and not by e-mail or on USB pens.

13.20 If the Client’s Data is corrupted, lost or sufficiently degraded as a result of the Supplier’s breach of these Contract Conditions so as to be unusable, the Client may:

13.20.1 require the Supplier at the Supplier’s expense to restore or procure the restoration of the Client’s Data and the Supplier shall do so as soon as practicable and/or

13.20.2 itself restore or procure the restoration of the Client Data, and shall be repaid by the Supplier any reasonable expenses incurred in doing so.

13.21 If at any time the Supplier suspects or has reason to believe that the Client’s Data has or may become corrupted, lost or sufficiently degraded in any way for any reason, then the Supplier shall notify the Client immediately and inform the Client of the remedial action the Supplier proposes to take.

14. ACCESS AND INFORMATION

The Supplier shall provide access at all reasonable times to the Client’s internal auditors or other duly authorised staff or agents to inspect such documents as the Client considers necessary in connection with the Order and where appropriate speak to the Supplier's employees.

15. MONITORING PERFORMANCE AND MANAGEMENT INFORMATION

15.1 The performance of the Supplier in relation to the supply of the Services shall be monitored by the Client against Key Performance Indicators and

if in the opinion of the Client’s representative the Supplier has failed to achieve such Key Performance Indicators the Client shall be entitled to withhold reasonable payment under Clause 5.7.5.

15.2 The Supplier shall meet and continue to meet the Management Information obligations set out in Schedule 2 of these Contract Conditions and any other such obligations set out in the Order.

16. CONTINUOUS IMPROVEMENT, CO-OPERATION AND REPORTING

16.1 During the term of the Order the Supplier shall look for and seek to achieve continuous improvement in the supply of the Services.

16.2 The Supplier shall (at the request of the Client) participate in meetings with the Client in relation to the Project.

16.3 Monthly or at Project end, whichever is the earlier, the Supplier shall provide to the Client a written report in such form and details as the Client shall prescribe, reporting as to all matters within the Supplier's responsibility under the Order. On a three monthly basis the Supplier will rate its own performance against the relevant Key Performance Indicators in relation to the specification. The Client’s representative will also rate the performance of the Supplier against the Key Performance Indicators.

16.4 Notwithstanding the obligations in Clause 16.3 the Supplier shall send to the Client as and when requested to do so by the Client copies of all correspondence and documents sent or received by the Supplier, and of all minutes of meetings relating to the Order and the Project.

16.5 the Supplier shall provide termly reviews and provide information detailing:

16.5.1 the Services supplied;

16.5.2 emerging best practice;

16.5.3 details of how the appointment and partnership methods are working; and

16.5.4 any recommendations for continuous improvement in the supply of the Services.

17. ASSIGNMENT AND SUBCONTRACTING BY THE SUPPLIER

The Supplier shall not be entitled to assign an Order either in whole or in part without the prior written consent of the Client. Where such consent is given, this may be subject to conditions at the discretion of the Client.

18. CORPORATE GOVERNANCE AND CORRUPTION

The Supplier warrants that in entering into the Order it has not and will not (and shall procure that anyone employed or acting on behalf of it or any of its agents will not) commit any Prohibited Act.

19. CONFLICT OF INTEREST

19.1 The Supplier shall take appropriate steps to ensure that neither the Supplier nor any employee, agent or supplier is placed in a position where there is or may be an actual conflict, or a potential conflict between the pecuniary or personal interests of the Supplier or such persons and the duties owed to the Client under the provisions of the Order. The Supplier will disclose to the Client full particulars of any such conflict of interest, which may arise. The provisions of this condition shall apply during the continuance of this Order and indefinitely after termination.

19.2 In the event that the Supplier procures goods and services including equipment from third parties on behalf of the Client then it shall at all times do so in accordance with the provisions of the Public Contracts Regulations 2006 (or any successor and/or related legislation) as though the Supplier were a contracting authority within the meaning of the Regulations.

20. INTERFACE

The Supplier undertakes to co-operate, liaise and assist with the Client in relation to any obligations and services the Client may have under a separate agreement with the Department for Education in relation to services for the Project, provided that the Supplier shall not be required to act in breach of its obligations under these Contract Conditions. For the avoidance of doubt the Supplier shall not be responsible for carrying out the Client's obligations under the Client’s agreement with the Department for Education.

21. SUSPENSION AND TERMINATION

21.1 The Client may terminate these Contract Conditions at any time upon seven days notice in writing to the Supplier if.

21.1.1 there is a change of Government policy which materially affects the Client’s ability to comply with these Contract Conditions; or

21.1.2 the Supplier commits a Default, and

(a) the Supplier has not remedied the Default to the satisfaction of the Client within 25 working days, or such other period as may be specified by the Client, after issue of a written notice specifying the Default and requesting it to be remedied;

(b) the Default is not, in the opinion of the Client, capable of remedy; or

(c) the Default is a material breach of contract.

21.2 In the event that either Party becomes aware that it was induced to enter into an Order as a result of a material misrepresentation of fact by the other, the innocent Party may terminate the Order with immediate effect by notice in writing (without prejudice to any other remedy that Party may have against the other).

21.3 These Contract Conditions (and all obligations and liabilities upon the Client arising from them) may be terminated by the Client with immediate effect by notice in writing if at any time:-

21.3.1 the Supplier passes a resolution that it be wound-up or that an application be made for an administration order or the Supplier applies to enter into a voluntary arrangement with its creditors;

21.3.2 a receiver, liquidator, administrator, supervisor or administrative receiver be appointed in respect of the Supplier or any member of the Supplier’s property, assets or any part thereof;

21.3.3 the court orders that the Supplier be wound-up or a receiver of all or any part of the Supplier’s assets be appointed;

21.3.4 the Supplier is unable to pay its debts in accordance with section 123 of the Insolvency Act 1986;

21.3.5 the Supplier fails to meet the Key Performance Indicators for a three month period or the Client’s representative has serious concerns about the Supplier’s performance;

21.3.6 in the event that, as a result of the appointment of a Principal designate to the proposed Free School, which is the subject matter of this Order in advance of the Schools opening, the Services are no longer required.

21.4 The Supplier may terminate these Contract Conditions if the Client shall be in material and persistent breach of its obligations (including without limitation the non payment of fees) and shall fail to remedy the same after receiving a 21 day written notice from the Supplier specifying the breach and requiring its remedy in accordance with this Clause 21.

21.5 The termination of these Contract Conditions, howsoever arising, shall be without prejudice to the rights and remedies of either party in relation to any omission or default of the other prior to such termination.

22. TRANSFER OF RESPONSIBILITY ON TERMINATION OR EXPIRY OF THE ORDER

22.1 The Supplier shall, at no cost to the Client, promptly provide such assistance and comply with such timetable as the Client may reasonably require for the purpose of ensuring an orderly transfer of responsibility upon the expiry or other termination of the Order. The Client shall be entitled to require the provision of such assistance both prior to and for a reasonable period of time after the expiry or other termination of the Order.

22.2 Such assistance may include (without limitation) the delivery of documents and data including working information in relation to deliverables in the possession or control of the Supplier, which relate to the Order.

22.3 The Supplier undertakes that it shall not knowingly do or omit to do anything which may adversely affect the ability of the Client to ensure an

orderly transfer of responsibility and, for the avoidance of doubt, it is agreed that any breach of this clause 22, without limitation, shall be a material breach.

23. WAIVER

Failure by either party at any time to enforce any provision of the Order against the other shall not be construed as a waiver of such entitlement and shall not affect the validity of these Contract Conditions or any part or parts hereof or the right of the relevant Party to enforce any provision in accordance with its terms. The rights and/or remedies of either Party may only be waived by formal written waiver which is signed by a duly authorised representative of the Party waiving its rights and which makes express and unequivocal reference to the waiver being made pursuant to this Clause 23.

24. AMENDMENTS

No variation to this Agreement shall be effective unless in writing and signed by both Parties. The Supplier shall comply with any formal procedures for amending or varying contracts which the Client may have in place from time to time.

25. DISPUTE RESOLUTION

25.1 If any dispute arises under or in connection with an Order or these Contract Conditions (a "Dispute") the Parties may agree that the Dispute shall be referred by the Parties, at the request of either Party, to the Supplier's Representative and the Client’s representative for resolution.

25.2 If any Dispute cannot be resolved by the Parties' representatives nominated under Clause 25.1 above within fourteen days after a Party has requested it to be referred to them, that Dispute shall be referred by the Parties at the request of either Party to such other persons (who shall be in the employ of the Client and Supplier, respectively) as the Client and the Supplier shall select for resolution.

25.3 If the Dispute cannot be resolved by the Parties' representatives nominated under Clause 25.2 above within fourteen days after a Party has requested it to be referred to them then either Party may give notice to the other, copied to the Centre for Effective Dispute Resolution ("CeDR"), requesting a mediation in accordance with the CeDR Model Mediation Procedure. The mediation shall start within 28 days after the service of such a notice and the Parties shall act in good faith and attempt to settle the Dispute by this mediation. Neither Party may terminate the mediation until each Party has made its opening presentation and the mediator has met each Party separately for 2 hours.

25.4 No Party may commence any court proceedings in relation to any Dispute in relation to the Order until they have attempted to settle the Dispute by mediation in accordance with Clause 25.3.

26. NOTICES

26.1 Any notice under or in connection with the Order shall be in writing and shall be delivered by hand or recorded delivery or sent by prepaid first class post or by facsimile to the Client’s representative (in the case of the

Client) and to the Supplier Representative (in the case of the Supplier) at the addresses specified in the Order.

26.2 Subject to Clause 26.3:

26.2.1 a notice or other communication delivered by hand shall be deemed to have been served on the date on which it is delivered to the designated addressee;

26.2.2 a notice or other communication sent by first class pre-paid post shall be deemed to have been served on the second working day after it is put in the post to the designated addressee; and

26.2.3 a notice or other communication sent by facsimile transmission shall be deemed to have been served on the date on which the transmission was completed to the designated addressee.

26.3 A notice or other communication that is received by the designated addressee on a day, which is not a working day, or after 5pm on a working day shall be deemed to have been served on the next working day.

27. STATUS OF SUPPLIER

27.1 Notwithstanding any provision of these Contract Conditions to the contrary, it is not the intention of the parties that these Contract Conditions should be construed as or are creating a partnership, joint venture arrangement, consortium or employer/employee arrangement and neither Party shall be or shall be deemed to be an agent of the other. Save as expressly provided otherwise, the Parties do not intend to create any fiduciary obligations.

28. ENVIRONMENTAL REQUIREMENTS

28.1 The Supplier shall perform the Order in accordance with any environmental policy of the Department of Education which is to conserve energy, water, wood, paper and other resources, reduce waste and phase out the use of ozone depleting substances and minimise the release of greenhouse gases, volatile organic compounds and other substances damaging to health and the environment.

28.2 The Supplier shall ensure that all paper used in the production of reports, documents and other materials arising out of the performance by the Supplier of their duties under these Contract Conditions consists of a minimum of 60% recycled content of which 75% is post-consumer waste.

29. APPLICABLE LAW AND JURISDICTION

These Contract Conditions shall be governed by English law and the parties submit to the jurisdiction of the English courts.

30. THIRD PARTY RIGHTS

Save for any right conferred by these Contract Conditions and any Order on the Department for Education the provisions of the Contracts (Rights of Third

Parties) Act 1999 shall not apply to these Contract Conditions and any Order and accordingly the Parties do not intend any third party (other than the Department for Education) to have any right in respect of the Contract Conditions and any Order by virtue of that Act.

31. SEVERANCE

31.1 Any clause or provision of these Contract Conditions which is held to be unlawful or unenforceable (in whole or in part) under any enactment or rule of law shall no longer form part of these Contract Conditions.

31.2 In the event that a clause or provision (or part of a clause or part of a provision) is excluded under Clause 32.1 above the validity and enforceability of the remainder of these Contract Conditions shall not be affected.

Appendix 4

Scope Change Order

Client: Name of School/Trust Date: Date of request

Requestor: Person requesting the change

Supplier ref:

Supplier reference

E-mail: Enter e-mail address Phone:

Type: Security Services Reason: Reason for change

Priority: High, Medium or Low Required: Required by

Change Description (detailed description of the change including any documents)

Description:

Justification:

Impact if not implemented:

Alternatives considered:

Impact Analysis (describe how the change will impact the project in the following areas)

Scope:

Risk:

Delivery:

Budget:

Approval

Approved: Yes or No

Contract variation:

Has a contract variation document been executed by both parties?

Signature: Authorised signatory on behalf of the School/Trust requesting the change

Date: Date approved.

Appendix 5

Specification

1. Background

The BIG CREATIVE Academy is a state of the art creative space, hosting up to 300 students. It comprises both classrooms and specialist spaces that support our curriculum offer and provide a range of breakout spaces to encourage creativity and student collaboration.

2. Pupil Numbers

We expect to host up to 300 learners and 30 staff members for the school year 2017/18. It is worth noting our learners are largely from a poor or disadvantaged background but nevertheless, highly ambitious.

3. School Day

The day will run from 8am-6pm with some evening and weekend work as required due to extra curricular activities.

4. Service Requirements

The Big Creative Academy is looking to procure for a Security service where the provider will supply SIA-licensed, DBS-cleared security personnel during term time only to help manage behaviour in and around the Big Creative Academy campus on Clifton Avenue, Walthamstow.

There will be one security personnel on site per given time and therefore any shift patterns will need to take this into account.

For the sake of continuity, we will require the same security personnel except in cases of illness, holidays or leavers. However, the cover security should consistently be the same personnel. It is the responsibility of the security supplier to induct any cover security as appropriate.

The Security contractor will appoint an account manager who will be liaising with the Building Services Manager.

Please provide your standard service specification if available.

The Security service we are looking for is as follows:

5. Details

The security working hours will correspond with the building opening times, such that if the building opens at 8am and closes at 8pm, full coverage will be required between these times.

In certain circumstances, the academy reserves the right to amend the number of security personnel required on a given day and the academy will endeavour to give the Security provider at least 48 hours notice.

If the school half term ends on any day other than a Friday, security will be required up to that day.

The Security provider will always adhere to stipulated working hours and no overtime is to be incurred without written authorisation from the Building Services Manager.

In the event of security personnel failing to turn up for their shift, the security provider will provide a replacement within 2 hours at the most and may be liable for any eventuality as a result of a lack of security on site.

If security personnel are entitled to a paid lunch break, it is expected they will stay on site during said break. Where this is not acceptable to the security supplier, the Academy will expect cover to be provided during the lunch break.

The Academy sometimes hosts events away from our regular site and will require a security presence if the alternate venue doesn’t provide any.

The school is based in a residential area. It will be expected that security will work with the school to establish a rapport with the neighbours and also patrol the area immediately in front of the school to ensure learners are not disturbing the peace.

It will be expected that security will carry out bag searches, both random and scheduled. This will be within the framework of our Search and Confiscation policy.

The academy will provide the service provider with its Search and Confiscation policy for reference and guidance.

Changes to services will be communicated by email between the supplier account manager and the building services manager at the academy.

Monthly meetings will take place with both parties to monitor the SLA.

The academy will provide the service provider with its complaints policy to follow in the event of a complaint or dispute.

The security personnel will be expect to follow Academy disciplinary procedure when handling any incidents involving learners.

The academy will provide the service provider with its learners disciplinary policy for reference and guidance.

Any issues regarding performance of the service the BSM will email or call account manager to file a formal complaint and the supplier has to respond within 4 hours and resolve the issue and arrange to meet and discuss to resolve the issue.

The school will be invoiced on a monthly basis in arrears on the first of the month

The academy will pay the supplier within 30 days of the invoice.

Variations in service volume and charging will be negotiated by both parties on an termly basis, or sooner if required.

If a dispute arises every effort should be made by the supplier to resolve this with the Building Services Manager. If this is unsuccessful, then disputes will be referred progressively through senior levels of management with recourse to the academy’s grievance policy as needed.

SLA will incorporates an initial 3 month break clause, review date 11-12-2017.

Contract can be cancelled by either side immediately after the break clause period.

Outside of the period, SLA can be cancelled with 3 months notice from either party.

SLA will be rendered void if the academy determines that the service level provider has committed a gross offence as outlined in the school’s disciplinary policy, such as:

Contravention of a legal requirement. Bringing the school into disrepute. This includes any actions outside of

work hours that could affect the school reputation by association. Gross misconduct. The service provider is found to be in breach of regulatory law. Poor quality of service Poor quality of performance Student forum feedback is unsatisfactory Actions of personnel result in injury or death of learners or staff members

or the visiting public on school premises;

The service provider does not adhere to the terms of this agreement.

The service provider will meet the building services manager on a termly basis.

The supplier will be expected to perform their duties Private Security Industry Act (PSIA) 2001. The school security policy provides framework but doesn’t supersede governmental laws.

The security supplier is obliged to inform the Academy of any pending or ongoing investigation and / or subsequent sanctions and statutory or non-statutory disposal of offences as a result of breach of the PSIA or SIA ACS terms.

6. Materials and Consumables

Security will provide own radios for communication on site and wear own uniforms or appropriate smart clothing (black pants and white shirts recommended). The Academy will provide staff identification lanyards, which personnel should adorn at all times when on school premises.

7. Security and Environment

It is expected that the security supplier will carry out its own security risk assessment of the school and will be proactive in ensuring a secure, safe, risk-free and friendly environment for staff, learners and visitors.

8. Company Profile

We are interested in security contractors who have a proven track record in delivering security services in a similar building environment. Providers that can add value through industry sector knowledge, innovation and expertise.

9. Staff Profile

Please provide details of your risk assessment and risk management and details of health and safety training of your front line staff. Provide a copy of your training policy and whether you would have an account manager for the contract.

10. Quality Control

Please provide details of quality control, quality checks i.e. self –checking of service levels. What on-site management arrangements will you have in place for supervising quality and performance? Please attach a copy of Approved Contractor Scheme accreditation and Investors in People accreditation. Where the provider has systems in place of documenting and retaining customer satisfaction surveys, please provide this information.

11. Terms of Contract

A one-year contract subject to an agreed service specification by both parties and a notice period by either party of three months during the term of the contract. Where the provider continuously fails to meet the quality standard of service provision according to the service specification and expectation of Big Creative Academy, the academy will terminate the contract by giving one months notice. A 10% retention will be withheld if the quality standard of above specification is not met during the term of the contract. Retention funds will be released as soon as the quality and standard has improved. Please provide details of at least three referees. BIG CREATIVE will only engage into a contract upon satisfactory written and telephone references. The service specification can be amended during the term of the contract as the needs of the academy change this will be discussed with the account manager.

Appendix 6Tender Response Template

Please complete the following Sections A to G, below:

Section A - Company Information

A1 Company name(Information only)

A2 Address (for correspondence)

(Information only)

A3(Where a limited company) Date of registration and registration number (under Companies Act, 1985) (Information only)

A4 Registered office (if different)

(Information only)

A5Company representative(This individual will be sent all future documentation regarding this matter) (Information only)

A6 Position (Information only)

A7Telephone /Fax /E-mail addressWeb Address URL (Information only)

A8 VAT Registration Number (Information only)

A9What is your organisation (please tick one)

(i) Public Limited Company (Information only)

(ii) Private Limited Company (Information only)

(iii) Limited Liability Partnership (Information only)

(iv) Partnership (Information only)

(v) Sole Trader (Information only)

(vi) Charity (Information only)

(vii) Other (please specify) (Information only)

A10(i)

Please indicate which option applies to your intended type of arrangement

(i) Your organisation is tendering to provide the services required itself.

(Information only)

(ii) Your organisation is tendering in the role of Lead Contractor and intends to use third parties such as sub-contractors.

(Information only)

(iii) A consortium is being proposed in the form of a Joint Venture Agreement.

(Information only)

(iv) Other (please specify). (Information only)

A10(ii)

Please expand on the type of arrangement proposed in a separate Annex attachment: Name of Lead organisation(s). Where Joint Venture

(Information only)

is intended, provide details relating to each of the parties who will share joint and several liability. Explain any other type of arrangement being proposed.

Section B – Tender Questions

Criteria 1 Experience and Capability

Question 1 – Relevant ExperiencePlease provide details of previous experience of Security Service (provide at least 2 references), which should be relevant to education

Question 2 – Risk Assessment/Method StatementPlease provide a method statement setting out your approach to deliver the core requirements set out in the specification.

Question 3 – Qualifications and ExperiencePlease provide certificates where applicable of relevant qualifications and CVs of staff your proposed team

Question 4 – Security Service ExcellenceExplain how the team will provide high quality customer focused service for security. What quality control mechanisms and continuous improvement systems do you have in place to ensure 100% customer satisfaction.

Criteria 2 - Quality

Question 1 – Quality Management StrategyPlease set out your approach to quality management and how you measure the quality of the building management service you provide.

Question 2 – Added value through community benefitPlease explain below how you are able to add any add value if successful in this contract.

Criteria 3 – Contract Management

Question 1 – Contract ManagementPlease provide details of the specific strategies, processes and procedures you would put in place to ensure the effective management of external contracts. You should provide examples of formulating SLA's and delivering on agreed targets.

Question 2 – Customer CarePlease set out your approach to customer care and dealing with complaints.