Terms and conditions - consultancy · PDF fileGeneral terms and conditions for Consultancy services 1 of 29 These conditions may only be varied with the written agreement of ... (within

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General terms and conditions for Consultancy services

General terms and conditions for Consultancy services 1 of 29

These conditions may only be varied with the written agreement of the Authority. No terms or conditions put forward at any time by the Consultant shall form any part of the Contract.

1. Definitions and interpretations

1.1 In this Contract unless there shall be something in the subject or context inconsistent therewith the following words and expressions shall have the meanings hereinafter mentioned:

a) 'Authority' means The Pensions Regulator of Napier House, Trafalgar Street, Brighton, BN1 4DW and shall include the Authority's legal personal representatives, successors and permitted assigns.

b) ‘Commencement date’ means …………. being the agreed date for Services to begin by the Consultant for the Authority.

c) ‘Consultant’ means the person, firm or company named as such in the Contract as responsible for carrying out the Services and shall include the Consultant's legal personal representatives, successors and permitted assigns.

d) ‘Contract’ shall mean the agreement between the Authority and the Consultant for the provision of the Services.

e) ’Contract period’ means the period of ………………..………….or until termination under this Contract.

f) ‘Payment rates’ means (……..…………per/day worked being the rate agreed by both parties in respect of the provision of the Services) (the payments for the Services calculated in accordance with the provisions of Clause 3) (such rate being inclusive of all expenses).

g) ‘Premises’ means any premises owned or occupied by the Authority.

h) ‘Programme of tasks’ means the timing and sequence of events set out in the project brief attached to this Contract and forming part of it.

i) ‘Project manager’ means the person or persons appointed by the Authority to manage the project;

j) ‘Services’ mean those services to be provided, including any goods and materials to be supplied by the Consultant as described in the Service Specification and which forms part of this Contract.

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k) ‘Data’ means information which:

• is being processed by means of equipment operating automatically in response to instructions given for that purpose;

• is recorded with the intention that it should be processed by means of such equipment;

• is recorded as part of a relevant filing system or with the intention that it should form part of a relevant filing system;

• forms part of an accessible record as defined by Section 68 of the Data Protection Act 1998

l) ’Personal data’ means:

• information about a living, identifiable individual;

• information that relates to that individual;

• information that is part of a health record created by a health professional and directly related to the treatment of an individual;

• information that is part of an education record relating to a school pupil or further education student and processed by an education authority;

• information that is part of a record held by Scottish Homes or a local authority regarding a tenant;

• information that is part of a social work case file;

• information that is held or intended to be held electronically;

• information that is held in an easily retrievable form ie an indexed folder which allows you to go straight to a particular piece of information;

• information that is semi-structured personal data ie it is organised but in a very basic way;

• information that is held by a university.

m) ‘Sensitive personal data’ shall mean personal data consisting of information as to:

• the racial or ethnic origin of the data subject;

• their political opinions;

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• their religious beliefs or other beliefs of a similar nature;

• whether they are a member of a trade union (within the meaning of the 1992 c. 52. Trade Union and Labour Relations (Consolidation) Act 1992);

• their physical or mental health condition;

• their sexual life;

• the commission or alleged commission by them of any offence;

• any proceedings for any offence committed or alleged to have been committed by them, the disposal of such proceedings or the sentence of any court in such proceedings.

n) ‘Confidential information’ any information, however it is conveyed, received by either party from the other that relates to the business, affairs, developments, trade secrets, Know-how, personnel and suppliers of either party, including Intellectual property rights, together with all information derived from the above, and any other information clearly designated as being confidential (whether or not it is marked as ‘Confidential’ or which ought to reasonably be considered to be Confidential.

o) ‘Authority data’ shall mean:

• any Authority data or information under the conditions of a Confidentiality agreement;

• any Authority data or information under the conditions of a Non disclosure agreement;

• any Authority data or information that is covered by a legally binding Agreement or agreement;

• any Authority data or information that is by its nature confidential or sensitive;

• any Authority data or information that has not been reduced to writing but that can be associated with a specific Authority project, business strategy or business operations.

p) ‘Commercially sensitive information’ shall mean any information (i) listed in the Commercially Sensitive Information Schedule; or, (ii) notified to the Authority in writing (prior to the commencement of this Agreement) which has been clearly marked as Commercially Sensitive Information: (a) which is provided by the Contractor to the Authority in confidence for the period set out in that Schedule or notification; and/or (b) which constitutes a trade secret.

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1.2 Interpretation:

a) Unless the context otherwise requires, the singular includes the plural and vice versa.

b) Headings and use of bold type face shall be ignored.

c) References to any enactment shall include references to such enactment as it may, after the date of this Contract, from time to time be amended, supplemented or re-enacted.

d) A reference to a clause, sub-clause, paragraph or sub-paragraph is, unless indicated to the contrary, a reference to a clause, sub-clause, paragraph or sub-paragraph of this Contract.

e) References to the word ‘include’ or ‘including’ are to be construed without limitation.

f) Any reference to the singular includes the plural where appropriate, and any reference to the masculine gender includes the feminine and neuter genders where appropriate.

2. Commencement and duration

2.1 The Consultant shall provide the Services to the Authority from the Commencement date, for the Contract period.

2.2 The number of hours worked by the Consultant shall be determined by the Project manager in consultation with the Consultant and shall reflect the overall timetable and detailed programme of tasks. Both the number of hours worked and programme of tasks shall be subject to review as necessary by the aforementioned parties.

3. Payment

3.1 The Authority shall pay the Consultant for the Services provided in accordance with the Payment rates. Payment shall be monthly in arrears within thirty (30) days of receipt of a correct invoice together with documentation supporting the (number of days worked) (the extent of the Services provided).

a) Payment will only be made in respect of Services approved in writing by the Authority from time to time which have been completed in accordance with this Contract and accepted by the Authority.

b) Payment will not be made in respect of any Services provided to the Authority until such Services have been provided to the Authority in accordance with this Contract and accepted by the Authority. In the event that the Authority disputes any part of an invoice, the Authority shall pay the undisputed amount. Both parties shall make every effort to resolve such disputes and to pay the balance as soon as practicably possible.

c) Value Added Tax (VAT), where applicable, shall be shown separately on all invoices as a strictly net extra charge.

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3.2 The Authority shall be entitled to deduct from any payment otherwise due to the Consultant any sum that is due to the Authority under this Contract.

3.3 The Consultant shall be entitled to submit an invoice for the Services upon completion of the Services. The Consultant has an obligation to submit clearly labelled Invoices with the relevant Purchase order reference, other relevant information and clearly addressed to the Finance team to aid the invoice matching and payment process. Failure to do so may result in late payment for which the Buyer will not be held liable.

3.4 Where either party fails to make payment on a due date the other party shall be entitled to charge interest on the late payment (except where part or the whole of the payment is withheld due to a bona fide dispute as to entitlement to payment) calculated daily at the rate of 2% above the LIBOR rate from the due date [whether before or after any judgement] until actual payment and it is agreed by the parties that this clause provides the parties with a substantial remedy pursuant to sections 8 and 9 of the Late Payment of Commercial Debts (Interest) Act 1998.

3.5 The Payment rate is inclusive of travel and related expenses.

3.6 The Authority will not be responsible for the payment of annual leave or sickness.

3.7 The Authority will not be responsible for the payment of National Insurance contributions or Income tax.

3.8 Payments will be made direct to a UK bank account using the banker’s automated clearing service (BACS) arrangements.

4. Performance

4.1 The Consultant shall provide the Authority with the Services as required under this Contract and shall exercise all reasonable skill care and diligence in the performance and discharge of the Services.

4.2 The Services shall be provided in accordance with the Programme of tasks subject to any reasonable variations to this as required by the Authority.

4.3 The Consultant shall provide all equipment and facilities necessary to perform such Services in accordance with the Contract.

4.4 Unless otherwise specified in the Contract, the Consultant shall use first class quality materials and workmanship of their respective kinds and undertakes that the design, workmanship and materials used will be fit to achieve the purpose for which the Services are required, either as specified by the Authority expressly in the Contract or as may be implied from the Contract, and the Consultant further acknowledges that in performing the Services the Authority is reliant upon the Consultant exercising all reasonable skill, care and diligence in the performance and discharge of the Services.

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4.5 The Consultant shall proceed with the carrying out of the Services regularly, diligently and in accordance with such programme as may be included in the Contract. If the Contract contains specific dates or periods by which any part of the Services is to be completed the Consultant shall complete that part by such date.

4.6 Unless otherwise provided for the Consultant shall not deliver any items to the Premises or remove any items belonging to the Authority from the Premises without having first obtained written permission from the Authority. The Consultant shall maintain written records of all items so delivered or removed.

4.7 The Consultant shall be deemed to have inspected the Premises and to have satisfied himself of the conditions and all circumstances affecting the Premises and the carrying out of the Services. Accordingly no claim by the Consultant for additional payment or extension of time will be allowed on the grounds of any matter relating to the Premises or as to the circumstances or conditions under which the Services are to be provided.

4.8 The Consultant shall employ sufficient staff to ensure the Services are provided as required under this Contract. The Consultant must employ sufficient staff to ensure that the Services are provided at all times and in all respects to the Service specification. The Consultant must ensure that a sufficient reserve of staff is available to provide the Services to the Service specification during holidays or absences.

4.9 The Consultant must employ for the purposes of this Contract only such persons as are careful, skilled and experienced in the duties required of them, and must ensure that every such person is properly and sufficiently trained and instructed and carries out the Services with regard to:

a) the task that person has to perform;

b) all relevant provisions of the Contract;

c) all relevant rules, policies, procedures and standards of the Authority;

d) fire risks and fire precautions;

e) the need to observe the highest standards of hygiene, courtesy and consideration;

f) the requirements of the Health and Safety at Work Act 1974 and other relevant legislation and codes of practice.

4.10 The Consultant must provide its employees with a form of identity acceptable to the Authority and must ensure that they display that identity on their clothing at all times when they are on the Authority’s premises.

4.11 The Consultant must ensure that its employees do not smoke on the Authority’s premises except where smoking is expressly permitted.

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4.12 The Authority shall be entitled, but not unreasonably or vexatiously, to require the Consultant, by notice in writing, to remove from the provision of the Services any employee of the Consultant specified in such notice. The Consultant shall forthwith remove such employee from the provision of the Services, and shall immediately provide a replacement if necessary

4.13 The Authority shall give the Consultant access to the Premises of the Authority for the purpose of carrying out the Services at such times as may be specified in the Contract or, if not so specified, as may reasonably be required by the Consultant to carry out the Services in accordance with the Contract.

4.14 While on the Premises the Consultant shall comply strictly with all applicable statutory enactments and regulations, the Authority’s works rules (a copy of which is available to the Consultant on request) and instructions from the Authority.

4.15 The Consultant shall be solely responsible for the suitability and safety of any equipment or tools used by him and shall not use any equipment or tools, which may be unsuitable, unsafe, or likely to cause damage. The Authority may inspect any such equipment or tools at any time and may require the Consultant to remove from the Premises, any which in the sole opinion of the Authority are unsuitable, unsafe, or likely to cause damage and replace the same, without incurring any responsibility to the Consultant for additional cost or time.

4.16 The Authority shall have the right to inspect and test the progress of the Services at any time whether on the Premises or in the works of the Consultant and to reject any aspect of the Services which is not in accordance with the Contract. The Consultant shall forthwith replace or re-execute any aspect of the Services so rejected. Any such inspection or testing shall not relieve the Consultant of any of his obligations under the Contract.

5. Assignment

5.1 Neither party shall assign pledge transfer or sub-let this Contract or any part thereof without the prior written consent of the other.

5.2 Not withstanding Clause 6.2, if:

a) a receiver, administrative receiver, administrator or similar officer is appointed over all or any part of the Equipment or undertaking of the Consultant and is not discharged within fifteen (15) days of such appointment;

b) the Consultant makes an assignment for the benefit of, or a composition with, its creditors or another arrangement of similar import; or

c) proceedings under any bankruptcy or insolvency law are commenced by the Consultant or are commenced against it;

d) the Authority shall be at liberty to give such receiver, liquidator or other relevant person the option of carrying out the agreement subject to his providing a guarantee for the due and faithful performance of the agreement up to an amount to be agreed.

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5.3 The exercise of rights under this Clause 5 shall not prejudice any existing right or obligations of either party.

6. Termination

6.1 Without prejudice to any other provisions of this Contract, this Contract may be terminated:

6.2 Forthwith by the Authority if the Consultant is in breach of this Contract and fails to remedy such breach within seven (7) days of receipt of notice thereof in writing or such longer period as may be reasonable in the circumstances.

6.3 Forthwith by either party if the other party becomes bankrupt or makes any composition or arrangement with his creditors or has a proposal in respect of his company for a voluntary arrangement for a composition of debts or scheme of arrangement approved in accordance with the Insolvency Act 1986 or has an application made under the Insolvency Act 1986 in respect of his company to the court for the appointment of an administrator or has a winding up order made or (except for the purposes of reconstruction) a resolution for voluntary winding up passed or a receiver or manager of his business or undertaking is duly appointed or has an administrative receiver, as defined in the Insolvency Act 1986 appointed or possession is taken by or on behalf of any creditor of any property the subject of a charge.

6.4 By the Authority giving to the Consultant at any time one (1) month’s written notice.

6.5 At any time by the Authority following an event described in Clause 20.3

7. Notices

7.1 Notices to be served on either party shall be in writing and addressed and served on the Corporate Secretariat, The Pensions Regulator, Napier House, Trafalgar Place, Brighton, BN1 4DW (in the case of the Authority) and the Consultant by recorded delivery, pre-paid post or delivered by hand and shall be deemed to have been served on the third working day after the postmark (if posted) or on receipt (if delivered) by hand.

8. Costs

8.1 Each party shall bear its own costs with regard to this Contract.

9. VAT

9.1 If appropriate, VAT shall be charged on the invoices for the Services and the amount thereof shall be charged upon and in addition to the payment to be made in respect of the charge for the Services. In such cases the Consultant will provide VAT invoices in respect thereof and in the case of rebate reduction or discount will provide credit notes containing such information as is stipulated by HM Customs and Excise.In the event that an alternative tax is substituted for value added tax the above provisions shall be applied thereto (mutatis mutandis) as far as material.

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10. Liability

10.1 The Consultant shall indemnify and keep indemnified the Authority against all actions, claims, demands, proceedings, damages, costs, charges and expenses whatsoever in respect of, or in any way arising out of the provision of the Services, in relation to the injury to, or death of, any person, and loss of, or damage to, any property including property belonging to the Authority except and to the extent that it may arise out of the acts, defaults or negligence of the Authority.

11. Insurance

11.1 Without prejudice to its liability to indemnify the Authority, the Consultant shall throughout the duration of this Contract maintain such insurance as is necessary to cover the liability of the Consultant. For all claims to which this clause applies the insurance cover shall be a sum not less than £10 million in respect of any one incident.

11.2 The Consultant shall throughout the duration of this Contract and six (6) years thereafter maintain a professional indemnity insurance policy under which the cover is not less than £500,000 in respect of a series of incidents in any one calendar year.

11.3 The Consultant shall upon request made from time to time produce to the Authority documentary evidence that the insurances required by Clauses 11.1 and 11.2 are properly maintained.

12. Amendments

12.1 Any amendments to this Contract shall be made in writing and signed by the parties hereto.

13. Official Secrets Act and confidentiality Official Secrets Acts 1911 to 1989, S182 of the Finance Act 1989

13.1 The Consultant shall comply with, and shall ensure that its Staff comply with, the provisions of:

a) the Official Secrets Acts 1911 to 1989; and

b) Section 182 of the Finance Act 1989.

13.2 In the event that the Consultant or its Staff fail to comply with this Clause, the Authority reserves the right to terminate the agreement by giving notice in writing to the Consultant.

14. Equality and diversity

14.1 The Consultant shall not unlawfully discriminate within the meaning and scope of the provisions of the Equality Ace 2010 or any statutory modification or re-enactment thereof relating to discrimination in employment. The Consultant shall take all reasonable steps to secure the observance of these provisions by all servants, employees or agents of the Consultant and all Sub-consultants employed in the execution of the Contract.

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14.2 The Consultant shall:

a) comply with and maintain policies to ensure that it and any Sub-consultants comply with their and the Authority’s statutory obligations under the Equality Act 2010, and to take all reasonable steps to secure that all servants, employees, or agents of the Consultant and its employees do not unlawfully discriminate against any person in decisions to recruit, train, promote, discipline, or dismiss in the carrying out of the Contract (whether in relation to marital status, colour, race, gender, religious belief, sexual orientation, nationality (including citizenship), on the grounds of their disability, age, or otherwise).

b) comply with the Authority’s reasonable requirements from time to time in relation to:

• the elimination of unlawful discrimination and promotion of equality, opportunity and good relations between persons of different racial groups to the extent necessary to ensure compliance with the provisions of the Equality Act 2010;

• the elimination of unlawful discrimination, the promotion of equality and opportunity, the elimination of harassment, the promotion of positive attitudes, the encouragement of participation in public life, in respect of disabled persons to the extent necessary to ensure the compliance with the Equality Act 2010; and

• the elimination of unlawful discrimination and harassment, and the promotion of equality of opportunity between men and women to the extent necessary to ensure compliance with the provisions of section 21A of the Equality Act 2010.

c) provide such information as the Authority may reasonably require for the purpose of assessing the Consultant’s compliance with this Clause 14 including, if requested, recruitment advertisements or other literature and details monitoring applicants and employees.

d) exercise its duty under the Equality Act 2010 to make reasonable adjustments as defined and described in this Act.

e) observe, as far as is reasonably practicable, the Equal Opportunities Commission’s Codes of Practice for employment and equal pay as issued in 1985 and 2003 respectively, the Disability Rights Commission’s Code of Practice on employment and occupation published in 2004, the Commission for Racial Equality’s code of practice in employment published in 2005 and the Department for Education and Employment’s code of practice for employment issued in 1996 (or any codes which replace these).

f) take all reasonable steps to procure the observance of the provisions of Clause 14 in the carrying out of this Contract by all servants, employees and agents of the Consultant.

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14.3 In the event of any finding of unlawful sex, sexual orientation, racial, disability, religion or belief, or age discrimination being made against the Consultant or its employees during the period of this Contract by any court or tribunal, or of an adverse finding in any formal investigation by the Equal Opportunities Commission, the Commission for Racial Equality, the Disability Rights Commission or the Commission for Equality and Human Rights over the same period, the Consultant shall inform the Authority of this finding forthwith and shall (but, in the event of an appeal, only after the final and unsuccessful outcome of the appellate process) take appropriate steps to the reasonable satisfaction of the Authority to prevent repetition of the unlawful discrimination.

15. Health and safety

15.1 The Consultant shall and will ensure that all employees shall, at all times comply with the requirements of the Health and Safety at Work Act 1974 and of any other Act, Regulations or Orders pertaining to the health and safety of employees and others who may be affected by the Consultant’s acts or omissions.

15.2 The Consultant shall provide its general statement of safety policy to the Authority within seven (7) days of the Commencement date. The Consultant shall forthwith nominate a person to be responsible for health and safety matters. Whilst on premises owned or occupied by the Authority, the Consultant shall ensure that its employees comply with (the Authority’s general statement of safety policy and with) the lawful requirements of the Authority.

15.3 The Authority shall be empowered to suspend the provision of the Services or part thereof in the event of non-compliance by the Consultant with Clause 15 in the provision of the Services. The Consultant shall not resume provision of the Services or such part until the Authority is satisfied that the non-compliance has been rectified. In respect of any such period of suspension the Consultant shall not be entitled to payment of the Services or part of the Services suspended and shall reimburse to the Authority any costs incurred by the Authority in provision of Services.

16. Human rights

16.1 The Consultant shall comply with the Human Rights Act 1998 and any regulations or code of practice made thereunder (‘the statutory provisions’) and in carrying out such obligations shall act as though the statutory provisions relating to public authorities applied to the Consultant and shall indemnify the Authority in respect of all actions, claims, liabilities and demands arising out of any breach by the Consultant.

17. Contracts (Rights of Third Parties) Act 1999

17.1 This Contract does not create any right enforceable by any person not a party to it except that a person who is the permitted successor to or assignee of the rights of a party is deemed to be a party to this Contract. This Contract may be rescinded or varied without the consent of or the need to give any notice to any person not a party to it.

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18. Vetting

18.1 Work within the Authority’s premises is regarded as exempt from the provisions of the Rehabilitation of Offenders Act 1974 Exemptions 1975. The Consultant must therefore disclose any information regarding any previous convictions, even if for other purposes those convictions are spent.

18.2 The Consultant shall provide to the Authority’s Project manager, prior to the commencement of the Services, the full name (including former or maiden names or any other names used), place and date of birth and current address to permit the Authority’s Representative to conduct checks on those persons. Where it is revealed that such persons may not be considered suitable for employment on the Authority’s Premises, the Authority reserves the right to reject such persons without disclosing reasons for doing so.

18.3 The Consultant shall be required to provide documentary evidence of their eligibility to work in the UK. The Authority will not be held responsible for securing work permits for applicants who come from overseas.

18.4 All appointments will be subject to satisfactory background checks including employment history and academic/professional qualification verification, credit check, electoral roll record check, health declaration, UK Directorship search and UK criminal check (Basic Disclosure).

19. Publicity

19.1 The Consultant shall not advertise or publicly announce that it is supplying goods or undertaking work for the Authority without the prior consent of the Authority, such consent not to be unreasonably withheld.

20. Conflict of interest

20.1 The Consultant shall disclose to the Authority’s representative any actual or potential conflict of interest arising from the Consultant’s provision of the Services as soon as is reasonably practical after becoming aware that such actual or potential conflict exists.

20.2 Should the parties be unable to either remove the conflict of interest and/or to alleviate its effect the Authority shall have the right to terminate the Assignment agreement in accordance with termination clause.

20.3 The Consultant shall immediately notify the Authority’s representative of any circumstances giving rise to or potentially giving rise to conflicts of interest relating to the Consultant (including without limitation its reputation and standing) and/or the Authority of which it is aware or anticipates may justify the Authority taking action to protect its interests.

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21. Corrupt gifts and payments of commission

21.1 The Consultant shall not:

a) offer or give or agree to give any person in Her Majesty’s Service any gift or consideration of any kind as an inducement or reward for doing, forbearing to do, or for having done or forborne to do any act in relation to the obtaining or execution of this agreement or any other agreement for Her Majesty’s Service or for showing favour or disfavour to any person in relation to this or any other agreement for Her Majesty’s Service;

b) enter into this agreement or any other agreement with Her Majesty’s Service in connection with which commission has been paid or agreed to be paid by him or on his behalf, or to his knowledge, unless before this agreement is made particulars of any such commission and of the terms and conditions of any agreement for the payment thereof have been disclosed in writing to the Authority.

c) Any breach of Clause by the Consultant or by anyone employed by him or acting on his behalf (whether with or without the knowledge of the Consultant) or the commission of any offence by the Consultant or by anyone employed by him or acting on his behalf under the Bribery Act 2010, in relation to this agreement or any other agreement with Her Majesty’s Service shall entitle the Authority to terminate this agreement and recover from the Consultant the amount of any loss resulting from such termination and/or to recover from the Consultant the amount or value of any such gift, consideration or commission.

d) Any dispute, difference or question arising in respect of the interpretation of this Clause, the right of the Authority to terminate this agreement or the amount or value of any such gift, consideration or commission shall be decided by the Authority, whose decision shall be final and conclusive.

22. Intellectual property rights

22.1 All Intellectual property rights in any guidance, specifications, instructions, toolkits, plans, data, drawings, databases, patents, patterns, processes, methodology, models, designs or other material (the ‘IP materials’):

a) furnished to or made available to the Consultant by or on behalf of the Authority shall remain the property of the Authority; and

b) prepared by or for the Consultant on behalf of the Authority for use, or intended use, in relation to the performance by the Consultant of its obligations under the Contract shall belong to the Authority; and

c) the Consultant shall not, and shall ensure that the Staff shall not, (except when necessary for the performance of the Contract) without prior Approval, use or disclose any Intellectual property rights in the IP materials.

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22.2 The Consultant hereby assigns to the Authority, with full title guarantee, all Intellectual property rights which may subsist in the IP materials prepared in accordance with clause 22.1(b). This assignment shall take effect on the date of the Contract or as a present assignment of future rights that will take effect immediately on the coming into existence of the Intellectual property rights produced by the Consultant. The Consultant shall execute all documentation necessary to execute this assignment.

22.3 The Consultant shall waive or procure a waiver of any moral rights subsisting in copyright produced by the Contract or the performance of the Contract.

22.4 The Consultant shall ensure that the third party owner of any Intellectual property rights that are or which may be used to perform the Contract grants to the Authority a non-exclusive licence or, if itself a licensee of those rights, shall grant to the Authority an authorised sub-licence, to use, reproduce, modify, develop and maintain the Intellectual property rights in the same. Such licence or sub-licence shall be non-exclusive, perpetual, royalty free and irrevocable and shall include the right for the Authority to sub-license, transfer, novate or assign to other contracting authorities, the Replacement consultant or to any other third party supplying services to the Authority.

22.5 The Consultant shall not infringe any Intellectual property rights of any third party in supplying the Services and the Consultant shall, during and after the Contract period, indemnify and keep indemnified and hold the Authority and the Crown harmless from and against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and other liabilities which the Authority or the Crown may suffer or incur as a result of or in connection with any breach of this clause, except where any such claim arises from:

a) items or materials based upon designs supplied by the Authority; or

b) the use of data supplied by the Authority which is not required to be verified by the Consultant under any provision of the Contract.

22.6 The Authority shall notify the Consultant in writing of any claim or demand brought against the Authority for infringement or alleged infringement of any Intellectual property right in materials supplied or licensed by the Consultant.

22.7 The Consultant shall at its own expense conduct all negotiations and any litigation arising in connection with any claim for breach of Intellectual property rights in materials supplied or licensed by the Consultant, provided always that the Consultant:

a) shall consult the Authority on all substantive issues which arise during the conduct of such litigation and negotiations;

b) shall take due and proper account of the interests of the Authority; and

c) shall not settle or compromise any claim without the Authority’s prior written consent (not to be unreasonably withheld or delayed).

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22.8 The Authority shall at the request of the Consultant afford to the Consultant all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the Authority or the Consultant by a third party for infringement or alleged infringement of any third party Intellectual property rights in connection with the performance of the Consultant’s obligations under the Contract and the Consultant shall indemnify the Authority for all costs and expenses (including, but not limited to, legal costs and disbursements) incurred in doing so. The Consultant shall not, however, be required to indemnify the Authority in relation to any costs and expenses incurred in relation to or arising out of a claim, demand or action which relates to the matters in Clause 22.5(a) or (b).

22.9 The Authority shall not make any admissions which may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right by the Authority or the Consultant in connection with the performance of its obligations under the Contract.

22.10 If a claim, demand or action for infringement or alleged infringement of any Intellectual property right is made in connection with the Contract or in the reasonable opinion of the Consultant is likely to be made, the Consultant shall notify the Authority and, at its own expense and subject to the consent of the Authority (not to be unreasonably withheld or delayed), use its best endeavours to:

a) modify any or all of the Services without reducing the performance or functionality of the same, or substitute alternative Services of equivalent performance and functionality, so as to avoid the infringement or the alleged infringement, provided that the provisions herein shall apply mutates mutandis to such modified Services or to the substitute Services; or

b) procure a licence to use and supply the Services, which are the subject of the alleged infringement, on terms which are acceptable to the Authority, and in the event that the Consultant is unable to comply with clauses 22.7(a) or (b) within twenty (20) Working days of receipt of the Consultant’s notification the Authority may terminate the Contract with immediate effect by notice in writing.

22.11 The Consultant grants to the Authority a royalty-free, irrevocable and non-exclusive licence (with a right to sub-licence) to use any Intellectual property rights that the Consultant owned or developed prior to the Commencement date and which the Authority reasonably requires in order exercise its rights and take the benefit of this Contract including the Services provided.

23. Data protection

23.1 Data protection requirements mean the Data Protection Act 1998, the EU Data Protection Directive 95/46/EC, the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Electronic Communications Data Protection Directive 2002/58/EC, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and all applicable laws and regulations relating to processing of personal data and privacy,

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including where applicable the guidance and codes of practice issued by the Information Commissioner.

23.2 The Consultant’s attention is hereby drawn to the Data protection requirements. The Authority and the Consultant shall observe their obligations under the Data protection requirements. Where the Consultant pursuant to its obligations under this agreement, undertakes the Processing of personal data on behalf of the Authority, it shall:

a) carry out the Processing of personal data only in accordance with instructions from the Authority (which may be specific instructions or instructions of a general nature as set out in this agreement or as otherwise notified by the Authority to the Consultant during the Term);

b) carry out the processing of Personal data only to the extent, and in such manner, as is necessary for the provision of the Ordered services or as is required by law or any regulatory body;

c) notify the Authority (within five (5) Working days) if it receives:

d) a request from a Data subject to have access to that person’s Personal data; or

e) a complaint or request relating to the Authority’s obligations under the Data Protection Requirements;

f) provide the Authority with full co-operation and assistance in relation to any complaint or request made, including by:

g) providing the Authority with full details of the complaint or request;

h) complying with a data access request within the relevant timescales set out in the Data protection Requirements and in accordance with the Authority’s instructions;

i) providing the Authority with any Personal data it holds in relation to a Data subject (within the timescales required by the Authority); and

j) providing the Authority with any information requested by the Authority;

k) permit the Authority or its representatives (subject to reasonable and appropriate confidentiality undertakings), to inspect and audit the Consultant’s data processing activities (and/or those of its agents, subsidiaries and Sub-consultants) and comply with all reasonable requests or directions by the Authority to enable the Authority to verify and/or procure that the Consultant is in full compliance with its obligations under this agreement;

l) provide a written description of the technical and organisational methods employed by the Consultant for Processing personal data (within the timescales required by the Authority); and

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m) not undertake the Processing of personal data outside the European economic area without the prior written consent of the Authority and, where the Authority consents to a transfer, to comply with:

n) the obligations of a Data controller under the Eighth Data Protection Principle set out in Schedule I of the Data Protection Act 1998 by providing an adequate level of protection to any Personal data that is transferred; and

o) any reasonable instructions notified to it by the Authority.

23.3 The Consultant shall comply at all times with the Data protection requirements and shall not perform its obligations under this agreement in such a way as to cause the Authority to breach any of its applicable obligations under the Data protection requirements.

23.4 The Authority may from time to time serve on the Consultant an information notice requiring the Consultant within such time and in such form as is specified in the information notice, to furnish to the Authority such information as the Authority may reasonably require relating to:

a) compliance by the Consultant with the Consultant’s obligations under this agreement in connection with the Processing of personal data; and/or

b) the rights of Data subjects, including but not limited to subject access rights.

23.5 The Consultant will allow its data processing facilities, procedures and documentation to be submitted for scrutiny by the Authority or its auditors in order to ascertain compliance with the relevant laws of the United Kingdom and the terms of this agreement.

23.6 With respect to the parties’ rights and obligations under this agreement, the parties acknowledge that, except where otherwise agreed, the Authority is the Data controller and the Consultant is the Data processor. Where the Consultant wishes to appoint a Sub-consultant to assist it in providing the Ordered services and such assistance includes the Processing of personal data on behalf of the Authority, then, subject always to compliance by the Consultant with the provisions to the appointment of Sub-consultants, the Authority hereby grants to the Consultant a delegated Authority to appoint on the Authority’s behalf such Sub-consultant to undertake the Processing of personal data provided that the Consultant shall notify the Authority in writing of such appointment and the identity and location of such Sub-consultant. The Consultant warrants that such appointment shall be on substantially the same terms with respect to Data protection requirements as are set out in this agreement

23.7 Save as set out in this Clause, any unauthorised processing, use or disclosure of personal data by the Consultant is strictly prohibited.

23.8 The Consultant shall be liable for and shall indemnify (and keep indemnified) the Authority against each and every action, proceeding, liability, cost, claim, loss, expense (including reasonable legal fees and disbursements on a solicitor and Authority basis) and demands incurred by the Authority which arise directly or in connection with the Consultant’s data Processing activities under this agreement, including without limitation those arising out of any third party demand, claim or action, or any breach of agreement, negligence, fraud, wilful misconduct, breach of statutory duty or non-compliance with any part of the Data

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Protection Requirements by the Consultant or its employees, servants, agents or Sub-consultants.

24. Data security

24.1 Introduction:

a) This Schedule sets out the specific data security requirements for the Model agreement to be used by the Authority and Consultant.

24.2 Principles:

a) The Authority and the Consultant shall take appropriate technical and organisational measures as are necessary to comply with the Seventh Data Protection Principle as provided by Part 1 of the Data Protection Act 1998 to protect against unauthorised and unlawful processing of personal data (as defined in Section 1(1) of the Data Protection Act 1998) and against accidental loss of, or damage to, personal data.

24.3 Principles of security:

a) The Consultant acknowledges that the Authority places great emphasis on confidentiality, integrity and availability of information and consequently on the security of the Sites and the security for the Consultant’s System. The Consultant also acknowledges the confidentiality of Authority Data and shall ensure that no Authority data is copied to (including but not limited to) media, laptops, CD, DVD, USBs, external hard drives or email other than is necessary under agreement.

b) The Consultant shall at all times ensure that the level of security employed in the provision of the Services is appropriate to maintain the following at acceptable risk levels:

• loss of integrity of Authority data;

• loss of confidentiality of Authority data;

• unauthorised access to, use of, or interference with Authority data by any person or organisation;

• unauthorised access to remote access connections used by the Service provider in the provision of the Services;

• use of the Consultant services by any third party in order to gain unauthorised access to any computer resource or Authority data.

24.4 Authority data:

a) The Consultant shall not store, copy, disclose, or use the Authority data except as necessary for the performance by the Consultant of its obligations under this agreement or as otherwise expressly authorised in writing by the Authority.

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b) The Consultant will take all measures to avoid any and all data loss and data corruption during the provision of the Services in accordance with good industry practice.

c) If at any time the Consultant suspects or has reason to believe that Authority data has or may become corrupted, lost or sufficiently degraded in any way for any reason, then the Consultant shall notify the Authority immediately and where such corruption, loss or degradation is due to the failure of the Consultant to comply with Clause 24.4.2 inform the Authority of the remedial action the Consultant proposes to take.

24.5 Protection of Personal data:

a) With respect to the parties' rights and obligations under this agreement, the parties agree that the Authority is the Data controller and that the Consultant is the Data processor.

b) The Consultant shall:

• Process the Personal data only in accordance with instructions from the Authority (which may be specific instructions or instructions of a general nature as set out in this Schedule or as otherwise notified by the Authority to the Consultant during the Term);

• Process the Personal data only to the extent, and in such manner, as is necessary for the provision of the Services or as is required by law or any regulatory body;

• 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;

• take reasonable steps to ensure the reliability of any Consultant personnel who have access to the Personal data;

• obtain prior written consent from the Authority in order to transfer the Personal data to any Sub-consultant for the provision of the Services;

• ensure that all Consultant personnel required to access the Personal data are informed of the confidential nature of the Personal data;

• ensure that none of Consultant personnel publish, disclose or divulge any of the Personal data to any third party unless directed in writing to do so by the Authority;

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• not Process personal data outside the European economic area without the prior written consent of the Authority and, where the Authority consents to a transfer, to comply with:

• the obligations of a Data controller under the Eighth Data Protection Principle set out in Schedule 1 of the Data Protection Act 1998 by providing an adequate level of protection to any Personal data that is transferred; and

• any reasonable instructions notified to it by the Authority.

24.6 The Consultant shall comply at all times with the Data protection legislation and shall not perform its obligations under this agreement in such a way as to cause the Authority to breach any of its applicable obligations under the Data protection legislation.

24.7 Breach of security:

a) Either party shall notify the other immediately upon becoming aware of any breach of security including, but not limited to an actual, potential or attempted breach, or threat to, security.

b) Upon becoming aware of any of the circumstances referred to in paragraph 24.6 (a), the Consultant shall:

• immediately take all reasonable steps necessary to: prevent an equivalent breach in the future.

• Such steps shall include any action or changes reasonably required by the Authority. In the event that such action is taken in response to a breach that is determined by the Authority acting reasonably not to be covered by the obligations of the Consultant under this agreement, then the Consultant shall be entitled to refer the matter to a agreement Change procedure.

• as soon as reasonably practicable provide to the Authority full details (using such reporting mechanism as may be specified by the Authority from time to time) of such actual, potential or attempted breach and of the steps taken in respect thereof.

25. Confidentiality

25.1 Without prejudice to the application of the Official Secrets Acts 1911 to 1989 to any Confidential information, the Authority and the Consultant acknowledge that any Confidential information originating from:

a) the Authority, its servants or agents is the property of the Authority; and

b) the Consultant, its employees, servants or agents is the property of the Consultant.

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25.2 The Consultant and the Authority shall procure that:

a) any person employed or engaged by them (in connection with this agreement in the course of such employment or engagement) shall only use Confidential information for the purposes of this agreement;

b) any person employed or engaged by them in connection with this agreement shall not, in the course of such employment or engagement, disclose any Confidential information to any third party without the prior written consent of the other party;

c) they shall take all necessary precautions to ensure that all Confidential information is treated as confidential and not disclosed (save as aforesaid) or used other than for the purposes of this agreement by their employees, servants, agents or Sub-consultants; and

d) without prejudice to the generality of the foregoing neither the Authority nor the Consultant nor any person engaged by them whether as a servant or a Consultant or otherwise shall use the Confidential Information for the solicitation of business from the other or from any third party.

25.3 The provisions of this Clause shall not apply to any information which:

a) is or becomes public knowledge other than by breach of this Clause; or

b) is in the possession of the recipient without restriction in relation to disclosure before the date of receipt from the disclosing party; or

c) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; or

d) is independently developed without access to the Confidential information; or

e) must be disclosed pursuant to a statutory, legal or parliamentary obligation placed upon the party making the disclosure, including any requirements for disclosure under the Freedom of Information Act 2000 or the Environmental Information Regulations 2004.

f) is required to be disclosed by a competent regulatory Authority (including the Law Society or Solicitors Disciplinary Tribunal) or pursuant to any applicable rules of professional conduct.

25.4 Nothing in this Clause shall be deemed or construed to prevent the Authority from disclosing any Confidential information obtained from the Consultant:

a) to any other department, office or agency of Her Majesty’s Government (‘Crown Bodies’), provided that the Authority has required that such information is treated as confidential by such Crown Bodies and their servants, including requiring servants to enter into a confidentiality agreement prior to disclosure of the Confidential information whereupon the Authority shall have no further liability for breach of confidentiality in respect of the departments, offices and agencies. All Crown Bodies in receipt of such

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Confidential information shall be considered as parties to this agreement within Section 10 of the agreements (Rights of Third Parties) Act 1999 for the purpose only of being entitled to further disclose the Confidential information to other Crown Bodies on such terms; and

b) to any consultant or other person engaged by the Authority in connection herewith, provided that the Authority shall have required that such information be treated as confidential by such consultant or other person, together with their servants, including requiring servants to enter into a confidentiality agreement prior to disclosure of the Confidential information whereupon the Authority shall have no further liability for breach of confidentiality in respect of consultants or other people.

c) Nothing in this Clause shall prevent the Consultant or the Authority from using data processing techniques, ideas and Know-how gained during the performance of this agreement in the furtherance of its normal business, to the extent that this does not relate to a disclosure of Confidential information or an infringement by the Authority or the Consultant of any Intellectual property rights.

26. Freedom of Information Act 2000 (FoIA)

26.1 The Consultant acknowledges that the Authority is subject to the requirements of the FoIA and the Environmental Information Regulations and shall assist and cooperate with the Authority (at the Consultant’s expense) to enable the Authority to comply with these Information disclosure requirements.

26.2 The Consultant shall and shall procure that its Sub-consultants shall:

a) transfer all Requests for information to the Authority as soon as practicable after receipt and in any event within two (2) Working days of receiving a Request for information;

b) provide the Authority with a copy of all Information in its possession or power in the form that the Authority requires within five (5) Working days (or such other period as the other Party may specify) of the other Party requesting that Information; and

c) provide all necessary assistance as reasonably requested by the other Party to enable the other Party to respond to a Request for information within the time for compliance set out in Section 10 of the FoIA or Regulation 5 of the Environmental Information Regulations.

26.3 The Authority shall be responsible for determining at its absolute discretion whether the Commercially sensitive information and/or other Information:

a) is exempt from disclosure in accordance with the provisions of the FoIA or the Environmental Information Regulations;

b) is to be disclosed in response to a Request for information, and

c) in no event shall the Consultant respond directly to a Request for information unless expressly authorised to do so by the Authority.

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26.4 The Consultant acknowledges that the Authority may, acting in accordance with the Department for Constitutional Affairs’ code of practice on the Discharge of Functions of Public Authorities under Part I of the Freedom of Information Act 2000, be obliged under the FoIA or the Environmental Information Regulations to disclose Information:

a) without consulting with the Consultant; or

b) following consultation with the Consultant and having taken its views into account.

26.5 The Consultant shall ensure that all information produced in the course of this agreement or relating to this agreement is retained for disclosure and shall permit the Authority to inspect such records as requested from time to time.

26.6 The Consultant acknowledges that any lists or schedules provided by it outlining confidential information are of indicative value only and that the Authority may nevertheless be obliged to disclose confidential information in accordance with Clause 25.

27. Variations

27.1 In the event that the Authority shall require any reasonable alteration or addition to or omission from the Services or any part thereof (hereinafter referred to as a variation), the Consultant shall state in writing the effect such variation shall have on the services and what adjustment, if any, will be required to the contract price. The Consultant shall furnish such details within fourteen (14) days of receipt of the Authority’s written request or such other period as may be agreed.

27.2 A variation under Clause 27.1 shall not invalidate this Contract but if such variation involves an increase or decrease in the cost to the Consultant of providing the services an adjustment to the contract price shall be made with effect from the date of implementation of the Variation. The Consultant shall satisfy the Authority as to the reasonableness of the extra costs or savings resulting from Variations under this Clause.

27.3 The Consultant shall not vary the services in any respect unless instructed in writing to do so by the Authority.

28. Entire agreement

28.1 This agreement contains all the terms agreed between the parties regarding its subject matter and supersedes and excludes any prior agreement, understanding or arrangement between the parties, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to this agreement except as expressly stated in this agreement. Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into this agreement (unless such untrue statement was made fraudulently or was as to a matter fundamental to a party’s ability to perform this agreement) and that party’s only remedies shall be for breach of contract as provided in this agreement.

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29. Agency

29.1 The Consultant is not and shall in no circumstances hold itself out as being the agent of the Authority, otherwise than in circumstances expressly permitted by the Contract if any.

30. Force Majeure

30.1 Neither party shall be liable to the other for any failure to perform its obligations under the Contract for so long as and to the extent that such performance is rendered impossible by circumstances beyond its control, provided that

a) nothing in this condition shall limit the obligations of the Consultant to use its best endeavours to fulfil its obligations under the Contract and

b) the party affected by the Force Majeure shall as soon as reasonably practicable serve notice on the other party specifying the circumstances of the force majeure event.

30.2 If the force majeure event is such as to prevent or substantially delay the future performance of the Contract the Authority may terminate the Contract by written notice to the Consultant but shall pay the Consultant such reasonable sum as may be agreed between the parties in respect only of the expenditure actually incurred and commitments entered into by the Consultant in the performance of the Contract up to the date of the force majeure event which have not been covered by the payments already made to the Consultant.

31. Severance of terms

31.1 If any provision contained in this Contract is held by any competent Authority to be invalid or unenforceable in whole or in part the validity of the other provisions contained in this Contract and the remainder of the provision in question shall not be affected thereby.

32. Law

32.1 This agreement shall be governed by and construed in accordance with English law and without prejudice to the dispute resolution procedure each party agrees to submit to the exclusive jurisdiction of the courts of England and Wales

33. Tax indemnity

33.1 The Consultant agrees to indemnify the Authority on a continuing basis against any income tax, national insurance, VAT and all other liabilities, charges and duties arising out of any payment made to the Consultant under this Contract.

33.2 The Consultant agrees to indemnify the Authority on a continuing basis against any income tax, national insurance, VAT or any other tax liability including any interest, penalties or costs incurred in connection with the same which may at any time be levied, demanded or assessed on the Authority by any statutory Authority in respect of payments made to the Consultant under this Contract. Any amounts due under this clause shall be paid in cleared

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funds by the Consultant to the Authority on or before the fifth working day before the date upon which the tax or other liability is payable by the Authority.

33.3 The Consultant agrees that any amount due and outstanding in respect of the indemnity contained in this clause may be deducted from any future payments due to the Consultant under this Contract and that any amount outstanding after such deduction (if any) shall be recoverable from the Consultant by the Authority as a debt.

34. Disputes resolution

34.1 The parties will use their best endeavours in good faith to resolve by agreement any dispute between them arising out of or relating to this Contract. Such endeavours should include negotiation and, if appropriate, conciliation by an independent person to be agreed between the parties, or in the case of failure to agree, by a representative of a professional body appropriate in the circumstances of the case. Such an independent person shall be given all information and assistance by the parties in carrying out his duties, and may be given by agreement between the parties the duty to recommend or approve terms of settlement between the parties.

34.2 If there is any dispute between the parties which cannot be resolved by negotiation or conciliation the parties shall attempt to settle it by mediation in accordance with the centre for dispute resolution (CEDR) model mediation procedure.

35. Environmental impact

35.1 The Consultant shall comply in all material respects with all applicable environmental laws and regulations in force from time to time in relation to the Services. Without prejudice to the generality of the foregoing, the Consultant shall promptly provide all such information regarding the environmental impact of the Services as may reasonably be requested by the Authority.

35.2 The Consultant shall meet all reasonable requests by the Authority for information evidencing compliance with the provisions of this clause by the Consultant.

36. Waiver

36.1 No delay, neglect or forbearance on the part of either party in enforcing against the other party any term or condition of the Contract shall either be or be deemed to be a waiver or in any way prejudice any right of that party under the Contract.

36.2 A waiver of any default shall not constitute a waiver of any subsequent default

37. Audit access

37.1 The Consultant shall keep or cause to be kept full and accurate records of the services performed under the Contract for seven (7) years after completion of the services.

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37.2 The Consultant shall grant to the Authority, any statutory auditors of the Authority and their respective authorised agents the right of reasonable access to the records referred to in Clause 38.1 and shall provide all reasonable assistance at all times during the currency of this Contract for the purposes of carrying out an audit of the Consultant’s compliance with this Contract including all activities, charges, performance, security and integrity in connection therewith. The Consultant shall be repaid any reasonable expenses incurred in giving any such reasonable assistance pursuant to Clause 37.2.

38. Data quality

38.1 The Consultant shall ensure the information it provides to the Authority from its own sources is accurate and shall use all reasonable endeavours to ensure the information it provides to the Authority from third parties is accurate.

39. Whistle-blowing

39.1 The Consultant confirms that the clerk to the Authority is authorised as a person to whom the Consultant’s staff may make a qualifying disclosure under the Public Interest Disclosure Act 1998 and declare that any of its staff making a protected disclosure (as defined by the said Act) shall not be subjected to any detriment. The Consultant further declares that any provision in an agreement purporting to preclude a member of its staff from making a protected disclosure is void.

40. Virus protection

40.1 Consultants are required to have in place fully operational, effective, appropriate and up-to-date virus protection measures to minimise the risk of infections, loss or damage to any of the Authority’s data. They must also minimise the risks of propagation and onward transmission of any virus. The measures must include regular and appropriate awareness programmes for staff on virus protection measures. Consultants must describe the virus protection measures in place. Consultants must notify the Authority immediately of:

a) any virus infections that occur in any locations where the Authority's data is processed/stored;

b) the damage caused to the Authority's data; and

c) the actions that have been taken to eradicate the virus.

d) Consultants must describe the arrangements by which they will provide this information.

41. Liquidated damages

41.1 Should the Consultant, continually fail to provide the services at the level of quality/quantity or in the time scales set forth in the service specification or as subsequently amended in writing, then an agreed amount payable to the Authority by the Consultant shall be made, the scale of which to be agreed by both parties prior to the commencement of the services but may incorporate the costs associated with providing Services from an alternative

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supplier and additional administration and miscellaneous charges. Consistent non-performance will result in termination of the Contract in accordance with Clause 6.

42. Expenses

42.1 Claims for expenses should be shown where applicable as a separate item as part of the invoice submitted to the Authority for payment within 6 months of the date of the receipt. A detailed breakdown of all actual expenses claimed must be included. Estimates will not be paid, supporting documentation (including receipts) will be required.

42.2 All expenses claimed must be actual and charged at cost. Standard class rail travel only is chargeable. First class travel for either rail or air will require prior approval and will only be agreed in exceptional circumstances. Mileage is chargeable at 40p per mile. In the unlikely event of accommodation being required, the Authority will pay the nightly rate of £80.00 bed and breakfast for an outer London hotel and £115.00 for London hotels.

43. The Pensions Act 2004– Section 82 82 Restricted information

43.1 Restricted information must not be disclosed-

a) by the regulator, or

b) by any person who receives the information directly or indirectly from the regulator.

43.2 Subsection (1) is subject to–

a) subsection (3), and

b) sections 71(9), 83 to 88 and 235.

43.3 Subject to section 88(4), restricted information may be disclosed with the consent of the person to whom it relates and (if different) the person from whom the regulator obtained it.

43.4 For the purposes of this section and sections 83 to 87, ‘restricted information’ means any information obtained by the regulator in the exercise of its functions which relates to the business or other affairs of any person, except for information:

a) which at the time of the disclosure is or has already been made available to the public from other sources, or

b) which is in the form of a summary or collection of information so framed as not to enable information relating to any particular person to be ascertained from it.

43.5 Any person who discloses information in contravention of this section is guilty of an offence and liable-

a) on summary conviction, to a fine not exceeding the statutory maximum;

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b) on conviction on indictment, to a fine or imprisonment for a term not exceeding two (2) years, or both.

44. Transparency

44.1 The parties acknowledge that, except for any information which is exempt from disclosure in accordance with the provisions for the FOIA, the content of the Contract is not Confidential Information. The Authority shall be responsible for determining in its absolute discretion whether any of the content of the Contract is exempt from disclosure in accordance with the provisions of the FOIA. Notwithstanding any other term of this Contract, the Contractor hereby gives his consent for the Authority to publish the Contract in its entirety, (but with any information which is exempt from disclosure in accordance with the provisions of the FOIA redacted) including from time to time agreed changes to the contract, to the general public.

44.2 The Authority may consult with the Contractor to inform its decision regarding any exemptions and redactions but the Authority shall have the final decision in its absolute discretion.

44.3 The Contractor shall assist and cooperate with the Authority to enable the Authority to publish this agreement.

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The Parties have indicated their acceptance of this agreement by executing it below.

EXECUTION:

Signed for and on behalf of The Pensions Regulator:

Signature:

Print name:

Position:

Date:

Signed for and on behalf of …………………………………………..………….. :

Signature:

Print name:

Position:

Date:

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