ࡱ> TVOPQRS1 -bjbjRR .b0qh0qh3%%%%%%%%8%)T%(-p-(---.P)DXD`$${1z%d..dd%%--4/6ooodr%-%-odooL->,xfPre<2nn% ddodddddoddddddddddddddddX R$: Appendix G Terms & Conditions TERMS AND CONDITIONS OF CONTRACT FOR SERVICES TO BE PURCHASED BY THE VALE OF GLAMORGAN COUNCIL (1) VALE OF GLAMORGAN COUNCIL of Civic Offices, Holton Road, Barry, Vale of Glamorgan CF63 4RU (the Authority) (2) [FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] (the Supplier) BACKGROUND The Authority sought proposals for the provision of a regional advocacy service encompassing the Local Authority areas of the Vale of Glamorgan Council and the County Council of the City and County of Cardiff for children and young people by means of a public tender exercise. [The Authority placed a contract notice [REFERENCE] on [DATE] in the Official Journal of the European Union seeking expressions of interest from potential providers for the provision of a regional advocacy service for children and young people. The Authority has, through a competitive process, selected the Supplier to provide these services and the Supplier is willing and able to provide the services in accordance with the terms and conditions of this agreement. The Services are to be provided in accordance with the Service Specification across the geographical administrative areas of the Vale of Glamorgan Council and the County Council of the City and County of Cardiff (the Authorities). The regional advocacy service is partly funded by a Third Party Grant from Welsh Government made on an annual basis. AGREED TERMS 1. DEFINITIONS AND INTERPRETATION The definitions and rules of interpretation in this clause apply in the Agreement. Achieved KPIs: in respect of any Service in any measurement period, the standard of performance actually achieved by the Supplier in the provision of that Service in the measurement period in question (calculated and expressed in the same way as the KPI for that Service is calculated and expressed in Schedule 3). Applicable Law: Law as defined below and for the avoidance of doubt including Sections 178 and 181 of the Social Services and Well-being (Wales) Act 2014. Associated Company: any holding company from time to time of the Supplier and any subsidiary from time to time of the Supplier, or any subsidiary of any such holding company. Authorities: The Vale of Glamorgan Council and the County Council of the City & County of Cardiff. Authorised Representatives: the persons respectively designated as such by the Authority and the Supplier, the first such persons being set out in  HYPERLINK \l "co_anchor_a771634_1" Schedule 6. Best Practice: the standards which fall within the upper quartile in the relevant industry for the provision of comparable services which are substantially similar to the Services or the relevant part of them, having regard to factors such as the nature and size of the parties, the KPIs, the term, the pricing structure and any other relevant factors. Bribery Act: the Bribery Act 2010 and any subordinate legislation made under that Act from time to time together with any guidance or codes of practice issued by the relevant government department concerning the legislation. Cardiff Council: the County Council of the City and County of Cardiff Catastrophic Failure: any action by the Supplier, whether in relation to the Services and this agreement or otherwise, which in the reasonable opinion of the Authoritys Authorised Representative has or may cause significant harm to the reputation of the Authority or to the welfare or well-being of any Service Users. Change: any change to the Agreement including to any of the Services. Change Control Note: the written record of a Change agreed or to be agreed by the parties pursuant to the Change Control Procedure. Change Control Procedure: the procedure for changing the Agreement, as set out in Schedule 7. Charges: the charges which shall become due and payable by the Authority to the Supplier in respect of the Services in accordance with the provisions of the Agreement, as such charges are set out in Schedule 5. Commencement Date: 1st January 2023. Commercially Sensitive Information: the information listed in Schedule 11 comprising the information of a commercially sensitive nature relating to the Supplier, its intellectual property rights or its business or which the Supplier has indicated to the Authority that, if disclosed by the Authority, would cause the Supplier significant commercial disadvantage or material financial loss. Consistent Failure: shall have the meaning set out in Part 1 of Schedule 3. Contract Year: a period of 12 months, commencing on the Commencement Date. Crown: the government of the United Kingdom (including the Northern Ireland Assembly and Executive Committee, the Scottish Executive and the National Assembly for Wales) including, but not limited to, government ministers and government departments and particular bodies, persons and government agencies. Crown Body: any department, office or agency of the Crown. Data Processor: shall have the same meaning as set out in the Data Protection Act 2018. Data Protection Legislation: the Data Protection Act 2018 (DPA), 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, 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, including where applicable the guidance and codes of practice issued by the Information Commissioner. Default Notice: a notice in writing issued by the Authority setting out the details of the Suppliers default. Dispute Resolution Procedure: the procedure set out in Clause 18. EIRs: the Environmental Information Regulations 2004 (SI 2004/3391) together with any guidance and/or codes of practice issued by the Information Commissioner or relevant government department in relation to such regulations. Extension Period: a period or periods of up to four years. FOIA: the Freedom of Information Act 2000, and any subordinate legislation made under the Act from time to time, together with any guidance and/or codes of practice issued by the Information Commissioner or relevant government department in relation to such legislation. Force Majeure: any cause affecting the performance by a party of its obligations under the Agreement arising from acts, events, omissions or non-events beyond its reasonable control, including acts of God, riots, war, acts of terrorism, fire, flood, storm or earthquake and any disaster, but excluding any industrial dispute relating to the Supplier, the Suppliers Personnel or any other failure in the Suppliers supply chain. General Change in Law: a change in Law which comes into effect after the Commencement Date, where the change is of a general legislative nature (including taxation or duties of any sort affecting the Supplier) or which would affect or relate to a comparable supply of services of the same or a similar nature to the supply of the Services provided always that any Law put in place to effect the referendum decision of 23 June 2016, for the United Kingdom to leave the European Union, shall constitute a General Change in Law. Health and Safety Policy: the health and safety policy of the Authority [and/or other relevant Central Government Body] as provided to the Supplier on or before the Commencement Date and as subsequently provided to the Supplier from time to time except any provision of any such subsequently provided policy that cannot be reasonably reconciled to ensuring compliance with applicable Law regarding health and safety. Information: has the meaning given under section 84 of FOIA. Initial Term: the period commencing on the Commencement Date and ending on the fourth anniversary of the Commencement Date. Insolvency Event: where: the Supplier suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or [(being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 OR (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 OR (being a partnership) has any partner to whom any of the foregoing apply]; the Supplier commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors [other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of the Supplier with one or more other companies or the solvent reconstruction of that other party]; a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) [other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party]; an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Supplier (being a company); the holder of a qualifying floating charge over the assets of the Supplier (being a company) has become entitled to appoint or has appointed an administrative receiver; (i) a person becomes entitled to appoint a receiver over the assets of the Supplier or a receiver is appointed over the assets of the Supplier; a creditor or encumbrancer of the Supplier attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other partys assets and such attachment or process is not discharged within [14] days; any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in a) to f) (inclusive); the Supplier suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or the Supplier (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation. Intellectual Property: any and all intellectual property rights of any nature anywhere in the world whether registered, registerable or otherwise, including patents, utility models, trademarks, registered designs and domain names, applications for any of the foregoing, trade or business names, goodwill, copyright and rights in the nature of copyright, design rights, rights in databases, moral rights, know-how and any other intellectual property rights which subsist in computer software, computer programs, websites, documents, information, techniques, business methods, drawings, logos, instruction manuals, lists and procedures and particulars of customers, marketing methods and procedures and advertising literature, including the look and feel of any websites. KPIs: the key performance indicators set out in Schedule 3. Key Personnel: those personnel identified Schedule 6 for the roles attributed to such personnel, as modified pursuant to Clause 11. Law: any law, statute, subordinate legislation within the meaning of section 21(1) of the Interpretation Act 1978, bye-law, enforceable right within the meaning of section 2 of the European Communities Act 1972, regulation, order, mandatory guidance or code of practice, judgment of a relevant court of law, or directives or requirements of any regulatory body with which the Supplier is bound to comply; Management Reports: the reports to be prepared and presented by the Supplier in accordance with Clause 15 and Schedule 6 to include a comparison of Achieved KPIs with the Target KPIs in the measurement period in question and measures to be taken to remedy any deficiency in Achieved KPIs. Necessary Consents: all approvals, certificates, authorisations, permissions, licences, permits, regulations and consents necessary from time to time for the performance of the Service. Payment Plan: the plan for payment of the Charges as set out in Schedule 5. Personal Data: shall have the same meaning as set out in the Data Protection Act 2018. Prohibited Act: the following constitute Prohibited Acts: to defraud, attempt to defraud or conspire to defraud the Authority to directly or indirectly offer, promise or give any person working for or engaged by the Authority a financial or other advantage to: induce that person to perform improperly a relevant function or activity; or reward that person for improper performance of a relevant function or activity; under the Bribery Act; or legislation or common law concerning fraudulent acts; Real Living Wage: the salary to be paid to the Suppliers Personnel to be calculated independently to not only comply with the Government minimum wage but to meet the cost of living; Regulated Activity: in relation to children shall have the same meaning as set out in Part 1 of Schedule 4 to the Safeguarding Vulnerable Groups Act 2006 and in relation to vulnerable adults shall have the same meaning as set out in Part 2 of Schedule 4 to the Safeguarding Vulnerable Groups Act 2006. Regulated Activity Provider: shall have the same meaning as set out in section 6 of the Safeguarding Vulnerable Groups Act 2006. Relevant Transfer: a relevant transfer for the purposes of TUPE. Replacement Services: any services that are identical or substantially similar to any of the Services and which the Authority receives in substitution for any of the Services following the termination or expiry of this Agreement, whether those services are provided by the Authority internally or by any Replacement Supplier. Replacement Supplier: any third-party supplier of Replacement Services appointed by the Authority from time to time. Request for Information: a request for information or an apparent request under the Code of Practice on Access to Government Information, FOIA or the EIRs. Service Specification: the documents attached to: Schedule 2(1) (Independent Professional Advocacy Service Specification); and Schedule 2(2) (Independent Visiting Service Specification). Service User: a child or young person who is entitled to receive services from the Supplier under the Agreement. Service Failure: a failure by the Supplier to provide the Services in accordance with any Target KPI. Specific Change in Law: a change in Law which comes into effect after the Commencement Date that relates specifically to the business of the Authority/Authorities, and which would not affect a comparable supply of services of the same or a similar nature to the supply of the Services provided always that any Law put in place to effect the referendum decision of 23 June 2016, for the United Kingdom to leave the European Union, shall not constitute a Specific Change in Law. Supplier Party: the Suppliers agents and contractors, including each Sub-Contractor. Suppliers Personnel: all employees, staff, other workers, agents and consultants of the Supplier and of any Sub-Contractors who are engaged in the provision of the Services from time to time. Suppliers Tender: the tender submitted by the Supplier and other associated documentation set out in Schedule 4. Services: the services to be delivered by or on behalf of the Supplier under the Agreement, as more particularly described in the Service Specifications Schedules 2(1) and 2(2). Staff: all persons employed by the Supplier to perform the Agreement together with the Suppliers servants, agents and sub-contractors used in the performance of the Agreement. Sub-Contract: any contract between the Supplier and a third party pursuant to which the Supplier agrees to source the provision of any of the Services from that third party. Sub-Contractor: the contractors or suppliers that enter into a Sub-Contract with the Supplier. Target KPI: the minimum level of performance for a KPI which is required by the Authority as set out against the relevant KPI in Schedule 3. Term: the period of the Initial Term as may be varied by: any extensions to the Agreement which are agreed pursuant to Clause 3; or the earlier termination of the Agreement in accordance with its terms. Termination Date: the date of expiry or termination of the Agreement. Termination Payment Default: as defined in Schedule 5. The 2012 Direction: means The Welsh Authorities Staff Transfers (Pensions) Direction 2012, as may be amended TUPE: the Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) (as amended). Working Day: Monday to Friday, excluding any public holidays in England and Wales. Clause, schedule and paragraph headings shall not affect the interpretation of the Agreement. 1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that persons legal and personal representatives, successors and permitted assigns. 1.4 The schedules form part of the Agreement and shall have effect as if set out in full in the body of the Agreement and any reference to the Agreement includes the schedules. 1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. 1.6 Words in the singular shall include the plural and vice versa. 1.7 A reference to one gender shall include a reference to the other genders. 1.8 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it. 1.9 A reference to writing or written includes faxes but not e-mail. 1.10 Any obligation in the Agreement on a person not to do something includes an obligation not to agree or allow that thing to be done. 1.11 A reference to a document is a reference to that document as varied or novated (in each case, other than in breach of the provisions of the Agreement) at any time. 1.12 References to clauses and schedules are to the clauses and schedules of the Agreement; references to paragraphs are to paragraphs of the relevant schedule. 1.13 Where there is any conflict or inconsistency between the provisions of the Agreement, such conflict or inconsistency shall be resolved according to the following order of priority: the clauses of the Agreement; schedules 2(1) and 2(2) to the Agreement; the remaining schedules to the Agreement other than Schedule 4; schedule 4 to the Agreement. COMMENCEMENT AND DURATION 2. TERM 2.1 This Agreement shall take effect on the Commencement Date and shall continue for the Term, subject to the provisions of Clause 2.2. 2.2 For the avoidance of doubt, the Supplier acknowledges that the Authority may terminate the Agreement upon notice in accordance with the provisions of Clause 28.1(f) (termination on reduction or cessation of the Welsh Governments grant funding) and on expiry of the Initial Term Clause 31 (Voluntary Termination). 3. EXTENDING THE INITIAL TERM 3.1 The Authority may extend the Agreement beyond the Initial Term by implementation of the Extension Period provided that it shall give the Supplier at least three months written notice of such intention before the expiry of the Initial Term and thereafter subsequent written notices of at least three months prior to the expiry of each Extension Period. 3.2 If the Authority gives such notice then the Term shall be extended by the period set out in the notice. 3.3 If the Authority does not wish to extend the Agreement beyond the Initial Term the Agreement shall expire by effluxion of time at the end of the Initial Term and the provisions of Clause 32 shall apply. 4. DUE DILIGENCE AND SUPPLIERS WARRANTY The Supplier acknowledges and confirms that: it has had an opportunity to carry out a thorough due diligence exercise in relation to the Services and has asked the Authority all the questions it considers to be relevant for the purpose of establishing whether it is able to provide the Services in accordance with the terms of the Agreement; it has received all information requested by it from the Authority pursuant to Clause 4.1(a) to enable it to determine whether it is able to provide the Services in accordance with the terms of the Agreement; it has made and shall make its own enquiries to satisfy itself as to the accuracy and adequacy of any information supplied to it by or on behalf of the Authority pursuant to Clause 4.1(b); it has raised all relevant due diligence questions with the Authority before the Commencement Date; and it has entered into this Agreement in reliance on its own due diligence. 4.2 Save as provided in the Agreement, no representations, warranties or conditions are given or assumed by the Authority in respect of any information which is provided to the Supplier by the Authority and any such representations, warranties or conditions are excluded, save to the extent that such exclusion is prohibited by law. 4.3 The Supplier: (a) as at the Commencement Date, warrants and represents that all information contained in the Suppliers Tender remains true, accurate and not misleading, save as may have been specifically disclosed in writing to the Authority prior to execution of the Agreement; and (b) shall promptly notify the Authority in writing if it becomes aware during the performance of the Agreement of any inaccuracies in any information provided to it by the Authority during such due diligence which materially and adversely affects its ability to perform the Services or meet any Target KPIs. 4.4 The Supplier shall not be entitled to recover any additional costs from the Authority which arise from, or be relieved from any of its obligations as a result of, any matters or inaccuracies notified to the Authority by the Supplier in accordance with Clause 4.3(b) save where such additional costs or adverse effect on performance have been caused by the Supplier having been provided with fundamentally misleading information by or on behalf of the Authority and the Supplier could not reasonably have known that the information was incorrect or misleading at the time such information was provided. If this exception applies, the Supplier shall be entitled to recover such reasonable additional costs from the Authority or shall be relieved from performance of certain obligations as shall be determined by the Change Control Procedure. 4.5 Nothing in this  HYPERLINK \l "co_anchor_a820874_1" Clause 4. shall limit or exclude the liability of the Authority for fraud or fraudulent misrepresentation. THE SERVICES 5. SUPPLY OF SERVICES 5.1 The Supplier shall provide the Services to the Authorities with effect from the Commencement Date and for the duration of the Agreement in accordance with the provisions of the Agreement and in particular in accordance with the Service Specifications (without prejudice to the generality of the foregoing) across the geographical administrative areas of the Authorities. 5.2 In the event that the Supplier does not comply with the provisions of Clause 5.1 in any way, the Authority may serve a Default Notice upon the Supplier. 5.3 In delivering the Services the Supplier shall comply with any grant conditions which may attach to the grant funding being made available by the Welsh Government to the Authorities in relation to the Services being provided under the Agreement. 6. KPIS 6.1 Where any Service is stated in Schedule 3 to be subject to a specific KPI, the Supplier shall provide that Service in such a manner as will ensure that the Achieved KPI in respect of that Service is equal to or higher than such specific Target KPI. 6.2 As existing Services are varied and new Services are added, Target KPIs for the same will be determined and included within Schedule 3. 6.3 The Supplier shall provide records of and Management Reports summarising the Achieved KPIs as provided for in Clause 16. 6.4 In the event that any Achieved KPI falls short of the relevant Target KPI, without prejudice to any other rights the Authority may have, the provisions of Clause 28 shall apply. 7. SERVICE STANDARDS Without prejudice to Clause 6, the Supplier shall provide the Services, or procure that they are provided: with reasonable skill and care and in accordance with the best practice prevailing in the industry from time to time; in all respects in accordance with the Authoritys policies set out in Schedule 2; and (c) in accordance with all Applicable Laws and any Welsh Government guidance in relation to the Services. 8. COMPLIANCE 8.1 The Supplier shall ensure that all Necessary Consents are in place to provide the Services and the Authority shall not (unless otherwise agreed) incur any additional costs associated with obtaining, maintaining or complying with the same. 8.2 Where there is any conflict or inconsistency between the provisions of the Agreement and the requirements of a Necessary Consent, then the latter shall prevail, provided that the Supplier has made all reasonable attempts to obtain a Necessary Consent in line with the requirements of the Services. 8.3 The Supplier shall perform its obligations under the Agreement (including those in relation to the Services) in accordance with: all applicable Law regarding health and safety; and the Health and Safety Policy whilst at the Authority Premises. 8.4 Each Party shall notify the other as soon as practicable of any health and safety incidents or material health and safety hazards at the Authority Premises of which it becomes aware and which relate to or arise in connection with the performance of the Agreement. The Supplier shall instruct the Suppliers Personnel to adopt any necessary associated safety measures in order to manage any such material health and safety hazards. 8.5 Without limiting the general obligation set out in Clause 7, the Supplier shall (and shall procure that the Suppliers Personnel shall): (a) perform its obligations under the Agreement (including those in relation to the Services) in accordance with: all applicable equality law (whether in relation to race, sex, gender reassignment, age, disability, sexual orientation, religion or belief, pregnancy, maternity or otherwise); (ii) the Authoritys equality and diversity policy as provided to the Supplier from time to time; and (iii) any other requirements and instructions which the Authority reasonably imposes in connection with any equality obligations imposed on the Authority at any time under applicable equality law; and (b) take all necessary steps, and inform the Authority of the steps taken, to prevent unlawful discrimination designated as such by any court or tribunal, or the Equality and Human Rights Commission or (any successor organisation). (c) at all times comply with the provisions of the Human Rights Act 1998 in the performance of the Agreement. The Supplier shall also undertake, or refrain from undertaking, such acts as the Authority requests so as to enable the Authority to comply with its obligations under the Human Rights Act 1998. CHARGES AND PAYMENT 9. PAYMENT 9.1 In consideration of the provision of the Services by the Supplier in accordance with the terms and conditions of the Agreement, the Authority shall pay the Charges to the Supplier in accordance with the Payment Plan. 9.2 The Supplier shall invoice the Authority for payment of the Charges at the time the Charges are expressed to be payable in accordance with the Payment Plan. All invoices shall be directed to the Authoritys Authorised Representative and shall set out the services provided and hours spent in provision of those Services. 9.3 Where the Supplier submits an invoice to the Authority in accordance with Clause 9.2, the Authority will consider and verify that invoice within 21 days. 9.4 The Authority shall pay the Supplier any sums due under such an invoice no later than a period of 30 days from the date on which the Authority has determined that the invoice is valid and undisputed. 9.5 Where the Authority fails to comply with Clause 9.3, the invoice shall be regarded as valid and undisputed [7] days after the date on which it is received by the Authority. 9.6 Where the Supplier enters into a Sub-Contract, the Supplier shall include in that Sub-Contract: provisions having the same effect as Clause 9.3 to Clause 9.5 of the Agreement; and (b) a provision requiring the counterparty to that Sub-Contract to include in any Sub-Contract which it awards provisions having the same effect as Clause 9.3 to Clause 9.5 of the Agreement. In this Clause 9.6, Sub-Contract means a contract between two or more suppliers, at any stage of remoteness from the Authority in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of the Agreement. 9.7 Where any party disputes any sum to be paid by it then a payment equal to the sum not in dispute shall be paid and the dispute as to the sum that remains unpaid shall be determined in accordance with Clause 18. Provided that the sum has been disputed in good faith, interest due on any sums in dispute shall not accrue until the earlier of 28 days after resolution of the dispute between the parties. 9.8 Subject to Clause 9.7, interest shall be payable on the late payment of any undisputed Charges properly invoiced under the Agreement in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. The Supplier shall not suspend the supply of the Services if any payment is overdue (unless it is entitled to terminate the Agreement under Clause 31.4 for failure to pay undisputed charges). 9.9 The Charges are stated exclusive of VAT, which shall be added at the prevailing rate as applicable and paid by the Authority following delivery of a valid VAT invoice. The Supplier shall indemnify the Authority against any liability (including any interest, penalties or costs incurred) which is levied, demanded or assessed on the Authority at any time in respect of the Suppliers failure to account for, or to pay, any VAT relating to payments made to the Supplier under the Agreement. 9.10 The Supplier shall maintain complete and accurate records of, and supporting documentation for, all amounts which may be chargeable to the Authority pursuant to the Agreement. Such records shall be retained for inspection by the Authority for 6 years from the end of the Contract Year to which the records relate. 9.11 The Authority may retain or set off any sums owed to it by the Supplier which have fallen due and payable against any sums due to the Supplier under the Agreement or any other agreement pursuant to which the Supplier or any Associated Company of the Supplier provides goods or services to the Authority. 9.12 If The Authority wishes to set off any amount owed by the Supplier to the Crown or any part of the Crown (including the Authority) against any amount due to the Supplier pursuant to Clause 9.11 it shall give notice to the Supplier within 30 days of receipt of the relevant invoice, setting out the Authoritys reasons for withholding or retaining the relevant Charges. 9.13 The Supplier shall make any payments due to the Authority without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise, unless the Supplier has a valid court order requiring an amount equal to such deduction to be paid by the Authority to the Supplier. 10. INTEREST 10.1 Each party shall pay interest on any sum due under the Agreement, calculated as follows: Rate: 4% a year above the Bank of Englands base rate from time to time, but at 4% a year for any period when that base rate is below 0%. Period: From when the overdue sum became due, until it is paid. STAFF 11. KEY PERSONNEL 11.1 Each party shall appoint the persons named as such in Schedule 6 as the individuals who shall be responsible for the matters allocated to such Key Personnel. The Key Personnel shall be those people who are identified by each party as being key to the success of the implementation and/or operation of the Services and who shall be retained on the implementation and/or operation of the Services for such time as a person is required to perform the role which has been allocated to the applicable Key Personnel. The Key Personnel shall have the authority to act on behalf of their respective party on the matters for which they are expressed to be responsible. 11.2 The Supplier shall not remove or replace any of the Key Personnel unless: requested to do so by the Authority; the person is on long-term sick leave; (c) the element of the Services in respect of which the individual was engaged has been completed to the Authoritys satisfaction; (d) the person resigns from their employment with the Supplier; or (e) the Supplier obtains the prior written consent of the Authority. 11.3 The Supplier shall inform the Authority of the identity and background of any replacements for any of the Key Personnel as soon as a suitable replacement has been identified. The Authority shall be entitled to interview any such person and may object to any such proposed appointment within 10 Working Days of being informed of or meeting any such replacement if, in its reasonable opinion, it considers the proposed replacement to be unsuitable for any reason. 11.4 Each party shall ensure that the role of each of its Key Personnel is not vacant (in terms of a permanent representative) for more than 20 Working Days. Any replacement shall be as, or more, qualified and experienced as the previous incumbent and fully competent to carry out the tasks assigned to the Key Personnel whom they have replaced. A temporary replacement shall be identified with immediate effect from the Supplier or the Authority becoming aware of the role becoming vacant. 11.5 The Authority may require the Supplier to remove, or procure the removal of, any of its Key Personnel whom it considers, in its reasonable opinion, to be unsatisfactory for any reason which has a material impact on such persons responsibilities. 11.6 If the Supplier replaces the Key Personnel as a consequence of this Clause 11, the cost of effecting such replacement shall be borne by the Supplier. 12. OTHER PERSONNEL USED TO PROVIDE THE SERVICES 12.1 At all times, the Supplier shall ensure that: each of the Suppliers Personnel is suitably qualified, adequately trained and capable of providing the applicable Services in respect of which they are engaged; there is an adequate number of Suppliers Personnel to provide the Services properly; only those people who are authorised by the Supplier (under the authorisation procedure to be agreed between the parties) are involved in providing the Services; and all of the Suppliers Personnel comply with all of the Authoritys policies including those that apply to persons who are allowed access to the applicable Authoritys Premises. 12.2 The Authority may refuse to grant access to, and remove, any of the Suppliers Personnel who do not comply with any such policies, or if they otherwise present a security threat. 12.3 The Supplier shall replace any of the Suppliers Personnel who the Authority reasonably decides have failed to carry out their duties with reasonable skill and care. Following the removal of any of the Suppliers Personnel for any reason, the Supplier shall ensure such person is replaced promptly with another person with the necessary training and skills to meet the requirements of the Services. 12.4 The Supplier shall maintain up-to-date personnel records on the Suppliers Personnel engaged in the provision of the Services and shall provide information to the Authority as the Authority reasonably requests on the Suppliers Personnel. The Supplier shall ensure at all times that it has the right to provide these records in compliance with the applicable Data Protection Legislation. 12.5 The Supplier shall use its best endeavours to ensure continuity of personnel and to ensure that the turnover rate of its staff engaged in the provision or management of the Services is at least as good at the prevailing industry norm for similar services, locations and environments. 13. SAFEGUARDING CHILDREN AND VULNERABLE ADULTS 13.1 The parties acknowledge that the Supplier is a Regulated Activity Provider with ultimate responsibility for the management and control of the Regulated Activity provided under the Agreement and for the purposes of the Safeguarding Vulnerable Groups Act 2006. 13.2 The Supplier shall: ensure that all individuals engaged in Regulated Activity are subject to a valid enhanced disclosure check for regulated activity undertaken through the Disclosure and Barring Service (DBS); and monitor the level and validity of the checks under this Clause 13.2 for each member of staff; (c) not employ or use the services of any person who is barred from, or whose previous conduct or records indicate that he or she would not be suitable to carry out Regulated Activity or who may otherwise present a risk to Service Users. 13.3 The Supplier warrants that at all times for the purposes of the Agreement it has no reason to believe that any person who is or will be employed or engaged by the Supplier in the provision of the Services is barred from the activity in accordance with the provisions of the Safeguarding Vulnerable Groups Act 2006 and any regulations made thereunder, as amended from time to time. 13.4 The Supplier shall immediately notify the Authority of any information that it reasonably requests to enable it to be satisfied that the obligations of this Clause 13 have been met. 13.5 The Supplier shall refer information about any person carrying out the Services to the DBS where it removes permission for such person to carry out the Services (or would have, if such person had not otherwise ceased to carry out the Services) because, in its opinion, such person has harmed or poses a risk of harm to the Service Users or children or vulnerable adults. 14. TUPE AND THE 2012 DIRECTION 14.1 The parties agree to comply with the provisions of Schedule 9 in respect of TUPE and The 2012 Direction, should the same apply to the award or and/or upon termination of the Agreement. CONTRACT MANAGEMENT 15. REPORTING AND MEETINGS 15.1 The Supplier shall provide the management reports in the form and at the intervals set out in Schedule 6. 15.2 The Authorised Representatives and relevant Key Personnel shall meet in accordance with the details set out in Schedule 6 and the Supplier shall, at each meeting, present its previously circulated Management Reports and Financial Reports in the format set out in that Schedule. 16. MONITORING 16.1 The Authority shall monitor the performance of the Services by the Supplier as required within Schedules 2(1) and 2(2). 16.2 The Supplier shall co-operate, and shall procure that its Sub-Contractors co-operate, with the Authority in carrying out the monitoring referred to in Clause 16.1 at no additional charge to the Authority. 17. CHANGE CONTROL AND CONTINUOUS IMPROVEMENT 17.1 Any requirement for a Change shall be subject to the Change Control Procedure. 17.2 The Supplier shall have an on-going obligation throughout the Term to identify new or potential improvements to the Services. As part of this obligation the Supplier shall identify and report to the Authoritys Authorised Representative quarterly in the first Contract Year and once every six months for the remainder of the Term on: the emergence of new and evolving relevant technologies which could improve the Services; new or potential improvements to the Services including the quality, responsiveness, procedures, performance mechanisms and customer support services in relation to the Services; changes in ways of working that would enable the Services to be delivered at lower costs and/or bring greater benefits to the Authority. 17.3 Any potential Changes highlighted as a result of the Suppliers reporting in accordance with Clause 17.3 shall be addressed by the parties using the Change Control Procedure. 18. DISPUTE RESOLUTION 18.1 If a dispute arises out of or in connection with the Agreement or the performance, validity or enforceability of it (Dispute) then except as expressly provided in the Agreement, the parties shall follow the procedure set out in this clause: either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the Authorised Representatives shall attempt in good faith to resolve the Dispute; if the Authorised Representatives are for any reason unable to resolve the Dispute within [30] days of service of the Dispute Notice, the Dispute shall be referred to the Authoritys Head of Children and Young Peoples Services and the Suppliers Regional Director (or equivalent) who shall attempt in good faith to resolve it; and (c) if the Authoritys Head of Children and Young Peoples Services and the Suppliers Regional Director (or equivalent) are for any reason unable to resolve the Dispute within 30 days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR Solve. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, requesting mediation. A copy of the ADR notice should be sent to CEDR Solve. The mediation will start not later than28 days after the date of the ADR notice. 18.2 The commencement of mediation shall not prevent the parties commencing or continuing court or arbitration proceedings in relation to the Dispute under Clause 43, which clause shall apply at all times. 19. SUB-CONTRACTING AND ASSIGNMENT 19.1 Subject to Clause 19.3, the Supplier shall not assign, novate or otherwise dispose of any or all of its rights and obligations under the Agreement without the prior written consent of the Authority, neither may the Supplier sub-contract the whole or any part of its obligations under the Agreement except with the express prior written consent of the Authority. 19.2 In the event that the Supplier enters into any Sub-Contract in connection with the Agreement it shall: remain responsible to the Authority for the performance of its obligations under the Agreement notwithstanding the appointment of any Sub-Contractor and be responsible for the acts omissions and neglects of its Sub-Contractors; impose obligations on its Sub-Contractor in the same terms as those imposed on it pursuant to the Agreement and shall procure that the Sub-Contractor complies with such terms; and (c) provide a copy, at no charge to the Authority, of any such Sub-Contract on receipt of a request for such by the Authoritys Authorised Representative. 19.3 The Authority shall be entitled to novate the Agreement to any other body which substantially performs any of the functions that previously had been performed by the Authority. 19.4 Provided that the Authority has given prior written consent, the Supplier shall be entitled to novate the Agreement where: the specific change in contractor was provided for in the procurement process for the award of the Agreement; there has been a universal or partial succession into the position of the Supplier, following a corporate restructuring, including takeover, merger, acquisition or insolvency, by another economic operator that meets the criteria for qualitative selection applied in the procurement process for the award of the Agreement. LIABILITY 20. INDEMNITIES 20.1 The Supplier shall indemnify and keep indemnified the Vale of Glamorgan Council and Cardiff Council against all actions, proceedings, costs, claims, demands, liabilities, losses and expenses whatsoever whether arising in tort (including negligence) default or breach of the Agreement, to the extent that any such loss or claim is due to the breach of contract, negligence, wilful default or fraud of itself or of its employees or of any of its Representatives or sub-contractors save to the extent that the same is directly caused by or directly arises from the negligence, breach of the Agreement or applicable law by the Authority or its Representatives (excluding any Suppliers Personnel). 21. LIMITATION ON LIABILITY 21.1 Subject to Clause 21.3, neither party shall be liable to the other party (as far as permitted by law) for indirect special or consequential loss or damage in connection with the Agreement which shall include, without limitation, any loss of or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect. 21.2 Each party shall at all times take all reasonable steps to minimise and mitigate any loss or damage for which the relevant party is entitled to bring a claim against the other party pursuant to the Agreement. 21.3 Notwithstanding any other provision of the Agreement neither party limits or excludes its liability for: fraud or fraudulent misrepresentation; death or personal injury caused by its negligence; breach of any obligation as to title implied by statute; or any other act or omission, liability for which may not be limited under any applicable law. 22. INSURANCE 22.1 The Supplier shall at its own cost effect and maintain with a reputable insurance company a policy or policies of insurance providing as a minimum the following levels of cover: public liability insurance with a limit of indemnity of not less than 10,000,000 in relation to any one claim or series of claims; employers liability insurance with a limit of indemnity of not less than 5,000,000; professional indemnity insurance with a limit of indemnity of not less than 2,000,000 in relation to any one claim or series of claims and shall ensure that all professional consultants or Sub-Contractors involved in the provision of the Services hold and maintain appropriate cover; (the Required Insurances) The cover shall be in respect of all risks which may be incurred by the Supplier, arising out of the Suppliers performance of the Agreement, including death or personal injury, loss of or damage to property or any other loss. Such policies shall include cover in respect of any financial loss arising from any advice given or omitted to be given by the Supplier. 22.2 The Supplier shall give the Authority, on request, copies of all insurance policies referred to in this clause or a brokers verification of insurance to demonstrate that the Required Insurances are in place, together with receipts or other evidence of payment of the latest premiums due under those policies. 22.3 If, for whatever reason, the Supplier fails to give effect to and maintain the Required Insurances, the Authority may make alternative arrangements to protect its interests and may recover the costs of such arrangements from the Supplier. 22.4 The terms of any insurance or the amount of cover shall not relieve the Supplier of any liabilities under the Agreement. INFORMATION 23. FREEDOM OF INFORMATION 23.1 The Supplier acknowledges that the Authority is subject to the requirements of the FOIA and the EIRs. The Supplier shall: provide all necessary assistance and cooperation as reasonably requested by the Authority to enable the Authority to comply with its obligations under the FOIA and EIRs; transfer to the Authority all Requests for Information relating to the Agreement that it receives as soon as practicable and in any event within 2 Working Days of receipt; provide the Authority with a copy of all Information belonging to the Authority requested in the Request For Information which is in its possession or control in the form that the Authority requires within 5 Working Days (or such other period as the Authority may reasonably specify) of the Authoritys request for such Information; and not respond directly to a Request For Information unless authorised in writing to do so by the Authority. 23.2 The Supplier acknowledges that the Authority may be required under the FOIA and EIRs to disclose Information (including Commercially Sensitive Information) without consulting or obtaining consent from the Supplier. The Authority shall take reasonable steps to notify the Supplier of a Request For Information (in accordance with the Secretary of States section 45 Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the FOIA) to the extent that it is permissible and reasonably practical for it to do so but (notwithstanding any other provision in the Agreement) the Authority shall be responsible for determining in its absolute discretion whether any Commercially Sensitive Information and/or any other information is exempt from disclosure in accordance with the FOIA and/or the EIRs. 24. DATA PROTECTION 24.1 The Supplier shall (and shall procure that any of its Suppliers Personnel involved in the provision of the Agreement shall) comply with any notification requirements under the DPA and both parties shall duly observe all their obligations under the DPA, which arise in connection with the Agreement. 24.2 Notwithstanding the general obligation in Clause 24.1, where the Supplier is processing Personal Data as a Data Processor for the Authority, the Supplier shall ensure that it has in place appropriate technical and contractual measures to ensure the security of the Personal Data (and to guard against unauthorised or unlawful processing of the Personal Data and against accidental loss or destruction of, or damage to, the Personal Data), as required under the Seventh Data Protection Principle in Schedule 1 to the DPA; and provide the Authority with such information as the Authority may reasonably require to satisfy itself that the Supplier is complying with its obligations under the DPA; promptly notify the Authority of any breach of the security measures required to be put in place pursuant to Clause 24.2; and ensure it does not knowingly or negligently do or omit to do anything which places the Authority in breach of the Authoritys obligations under the DPA. 24.3 The provisions of this clause shall apply during the continuance of the Agreement and indefinitely after its expiry or termination. 25. CONFIDENTIALITY 25.1 Subject to Clause 25.2, the parties shall keep confidential all matters relating to the Agreement and shall use all reasonable endeavours to prevent their Representatives from making any disclosure to any person of any matters relating hereto. 25.2 Clause 25.1 shall not apply to any disclosure of information: required by any applicable law, provided that Clause 23.2 shall apply to any disclosures required under the FOIA or the EIRs; that is reasonably required by persons engaged by a party in the performance of such partys obligations under the Agreement; where a party can demonstrate that such information is already generally available and in the public domain otherwise than as a result of a breach of Clause 25.1 by the Authority of any document to which it is a party and which the parties to the Agreement have agreed contains no commercially sensitive information; to enable a determination to be made under Clause 21; which is already lawfully in the possession of the receiving party, prior to its disclosure by the disclosing party; by the Authority to any other department, office or agency of the Government; and by the Authority relating to the Agreement and in respect of which the Supplier has given its prior written consent to disclosure. 25.3 On or before the Termination Date the Supplier shall ensure that all documents and/or computer records in its possession, custody or control which relate to personal information of the Authoritys employees, rate-payers or Service Users, are delivered up to the Authority or securely destroyed. 26. AUDIT 26.1 During the Term and for a period of 6 years after the Termination Date, the Authority may conduct or be subject to an audit for the following purposes: to verify the accuracy of Charges (and proposed or actual variations to them in accordance with the Agreement) and/or the costs of all suppliers (including Sub-Contractors) of the Services at the level of detail agreed in Schedule 5 (Charges and Payment); to review the integrity, confidentiality and security of any data relating to the Authority or any Service Users; to review the Suppliers compliance with the DPA, the FOIA, in accordance with Clause 24 (Data Protection) and  HYPERLINK \l "co_anchor_a80769_1" Clause 23 (Freedom of Information) and any other legislation applicable to the Services; to review any records created during the provision of the Services; to review any books of account kept by the Supplier in connection with the provision of the Services; to carry out the audit and certification of the Authoritys accounts; to carry out an examination pursuant to section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Authority has used its resources; to verify the accuracy and completeness of the Management Reports delivered or required by the Agreement. 26.2 Except where an audit is imposed on the Authority by a regulatory body, the Authority may not conduct an audit under this Clause 26 more than twice in any calendar year. 26.3 The Authority shall use its reasonable endeavours to ensure that the conduct of each audit does not unreasonably disrupt the Supplier or delay the provision of the Services. 26.4 Subject to the Authoritys obligations of confidentiality, the Supplier shall on demand provide the Authority and any relevant regulatory body (and/or their agents or representatives) with all reasonable co-operation and assistance in relation to each audit, including: all information requested by the above persons within the permitted scope of the audit; reasonable access to any sites controlled by the Supplier and to any equipment used (whether exclusively or non-exclusively) in the performance of the Services; and access to the Suppliers Personnel. 26.5 The Authority shall endeavour to (but is not obliged to) provide at least 15 days notice of its or, where possible, a regulatory bodys, intention to conduct an audit. 26.6 The parties agree that they shall bear their own respective costs and expenses incurred in respect of compliance with their obligations under this clause, unless the audit identifies a material failure to perform its obligations under the Agreement in any material manner by the Supplier in which case the Supplier shall reimburse the Authority for all the Authoritys reasonable costs incurred in the course of the audit. 26.7 If an audit identifies that: the Supplier has failed to perform its obligations under the Agreement in any material manner, the parties shall agree and implement a remedial plan. If the Suppliers failure relates to a failure to provide any information to the Authority about the Charges, proposed Charges or the Suppliers costs, then the remedial plan shall include a requirement for the provision of all such information; the Authority has overpaid any Charges, the Supplier shall pay to the Authority the amount overpaid within 20 days, provided that the Authority may deduct the relevant amount from the Charges if the Supplier fails to make this payment; and the Authority has underpaid any Charges, the Authority shall pay to the Supplier the amount of the under-payment, less the cost of audit incurred by the Authority if this was due to a default by the Supplier in relation to invoicing within [20] days. 27. INTELLECTUAL PROPERTY 27.1 In the absence of prior written agreement by the Authority to the contrary, all Intellectual Property created by the Supplier or any employee, agent or sub-contractor of the Supplier: in the course of performing the Services; or exclusively for the purpose of performing the Services, shall vest in the Authority on creation. 27.2 The Supplier shall indemnify the Authority against all claims, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages arising from or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the availability of the Services, except to the extent that they have been caused by or contributed to by the Authoritys acts or omissions. TERMINATION 28. TERMINATION FOR BREACH 28.1 The Authority may terminate the Agreement in whole or part with immediate effect by the service of written notice on the Supplier in the following circumstances: if the Supplier is in breach of any material obligation under the Agreement provided that if the breach is capable of remedy, the Authority may only terminate the Agreement under this Clause 28.1 if the Supplier has failed to remedy such breach within 28 days of receipt of notice from the Authority (a Remediation Notice) to do so; the Supplier repeatedly breaching any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement; if a Catastrophic Failure has occurred; if there is an Insolvency Event; if any of the provisions of Regulation 73(1) of the Public Contracts Regulations 2015 apply; or if the Welsh Government reduces or otherwise discontinues the grant funding to the Authority provided always that the Authority shall endeavour to give reasonable written notice wherever possible. 28.2 The Authority may terminate the Agreement in accordance with the provisions of Clause 30 (Prevention of Bribery). 28.3 If the Agreement is terminated by the Authority for cause such termination shall be at no loss or cost to the Authority and the Supplier hereby indemnifies the Authority and Cardiff Council against any such losses or costs which the Authority (and Cardiff Council, as appropriate) may suffer as a result of any such termination for cause. 28.4 The Supplier may terminate the Agreement in the event that the Authority commits a Termination Payment Default by giving 30 days written notice to the Authority. In the event that the Authority remedies the Termination Payment Default in the 30 day notice period, the Suppliers notice to terminate the Agreement shall be deemed to have been withdrawn. 29. FORCE MAJEURE 29.1 Subject to the remaining provisions of this Clause 29., neither party to the Agreement shall be liable to the other for any delay or non-performance of its obligations under the Agreement to the extent that such non-performance is due to a Force Majeure Event. 29.2 In the event that either party is delayed or prevented from performing its obligations under the Agreement by a Force Majeure Event, such party shall: give notice in writing of such delay or prevention to the other party as soon as reasonably possible, stating the commencement date and extent of such delay or prevention, the cause thereof and its estimated duration; use all reasonable endeavours to mitigate the effects of such delay or prevention on the performance of its obligations under the Agreement; and resume performance of its obligations as soon as reasonably possible after the removal of the cause of the delay or prevention. 29.3 A party cannot claim relief if the Force Majeure Event is attributable to that partys wilful act, neglect or failure to take reasonable precautions against the relevant Force Majeure Event. 29.4 The Supplier cannot claim relief if the Force Majeure Event is one where a reasonable supplier should have foreseen and provided for the cause in question. 29.5 As soon as practicable following the affected partys notification, the parties shall consult with each other in good faith and use all reasonable endeavours to agree appropriate terms to mitigate the effects of the Force Majeure Event and to facilitate the continued performance of the Agreement. Where the Supplier is the affected party, it shall take and/or procure the taking of all steps to overcome or minimise the consequences of the Force Majeure Event in accordance with Best Industry Practice. 29.6 The affected party shall notify the other party as soon as practicable after the Force Majeure Event ceases or no longer causes the affected party to be unable to comply with its obligations under the Agreement. Following such notification, the Agreement shall continue to be performed on the terms existing immediately before the occurrence of the Force Majeure Event unless agreed otherwise by the parties. 29.7. The Authority may, during the continuance of any Force Majeure Event, terminate the Agreement by written notice to the Supplier if a Force Majeure Event occurs that affects all or a substantial part of the Services and which continues for more than 28 Working Days. 30. PREVENTION OF BRIBERY 30.1 The Supplier represents and warrants that neither it, nor to the best of its knowledge any Suppliers Personnel, have at any time prior to the Commencement Date: committed a Prohibited Act or been formally notified that it is subject to an investigation or prosecution which relates to an alleged Prohibited Act; and/or been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act. 30.2 The Supplier shall not during the term of the Agreement: commit a Prohibited Act; and/or do or suffer anything to be done which would cause the Authority or any of the Authoritys employees, consultants, contractors, sub-contractors or agents to contravene any of the Bribery Act or otherwise incur any liability in relation to the Bribery Act. 30.3 The Supplier shall during the term of the Agreement: establish, maintain and enforce, and require that its Sub-contractors establish, maintain and enforce, policies and procedures which are adequate to ensure compliance with the Bribery Act and prevent the occurrence of a Prohibited Act; and keep appropriate records of its compliance with its obligations under Clause 30.3(a) and make such records available to the Authority on request. 30.4 The Supplier shall immediately notify the Authority in writing if it becomes aware of any breach of Clause 30.1 and/or Clause 30.2, or has reason to believe that it has or any of the Suppliers Personnel have: been subject to an investigation or prosecution which relates to an alleged Prohibited Act; been listed by any government department or agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or contracts on the grounds of a Prohibited Act; and/or received a request or demand for any undue financial or other advantage of any kind in connection with the performance of the Agreement or otherwise suspects that any person or Party directly or indirectly connected with the Agreement has committed or attempted to commit a Prohibited Act. 30.5 If the Supplier makes a notification to the Authority pursuant to Clause 30.4, the Supplier shall respond promptly to the Authoritys enquiries, co-operate with any investigation, and allow the Authority to audit any books, records and/or any other relevant documentation in accordance with Clause 26 (Audit). 30.6 If the Supplier is in Default under Clause 30.1 and/or Clause 30.2, the Authority may by notice: require the Supplier to remove from performance of the Agreement any Suppliers Personnel whose acts or omissions have caused the Default; or immediately terminate the Agreement. 30.7 Any notice served by the Authority under Clause 30.6 shall specify the nature of the Prohibited Act, the identity of the party who the Authority believes has committed the Prohibited Act and the action that the Authority has elected to take (including, where relevant, the date on which the Agreement shall terminate). 31. VOLUNTARY TERMINATION 31.1 The Authority shall have the right to terminate the Agreement or to terminate any provision of any part of the Agreement at any time subsequent to the expiry of the Initial Term by giving 6 months written notice to the Supplier. 31.2 During the period of notice both parties shall co-operate to ensure that the interests of the Service Users may be met under whatever new arrangements may be proposed. 32. CONSEQUENCES OF TERMINATION 32.1 On the expiry of the Term or if the Agreement is terminated in whole or in part for any reason the provisions of the Exit Management Plan shall come into effect and the Supplier shall co-operate fully with the Authority to ensure an orderly migration of the Services to the Authority or, at the Authoritys request, a Replacement Supplier. 32.2 On termination of the Agreement the Supplier shall procure that all data and other material belonging to the Authority (and all media of any nature containing information and data belonging to the Authority or relating to the Services), shall be delivered to the Authority forthwith and the Suppliers Authorised Representative shall certify full compliance with this clause. 32.3 The provisions of Clause 6.3 (provision of records), Clause 20 (Indemnities), Clause 22 (Insurance), Clause 23 (Freedom of Information), Clause 24 (Data Protection), Clause 26 (Audit), Clause 28 (Termination for Breach) Clause 31 (Voluntary Termination) and this Clause 32 (Consequences of Termination) shall survive termination on expiry of the Agreement. GENERAL PROVISIONS 33. WAIVER 33.1 No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. 34. RIGHTS AND REMEDIES 34.1 The rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law. 35. SEVERABILITY 35.1 If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement. 35.2 If one party gives notice to the other of the possibility that any provision or part-provision of the Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision. 36. PARTNERSHIP OR AGENCY 36.1 Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. 36.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person. 37. WELSH LANGUAGE and WELSH LANGUAGE MEASURE 37.1 The Supplier must accommodate the Service Users choice in the use of the Welsh language, in compliance with all legislation in relation to the Welsh language from time to time in force. 37.2 During the Term of the Agreement the Supplier shall comply with the requirements of: The Welsh Language (Wales) Measure 2011; and The Welsh language standards issued to the City of Cardiff Council (Compliance Notice Section 44 Welsh Language (Wales) Measure 2011) insofar as it relates to the provision of the Services. 37.3 A copy of the Welsh language standards is available from:  HYPERLINK "http://www.cardiff.gov.uk/bilingualcardiff" www.cardiff.gov.uk/bilingualcardiff 38. THIRD PARTY RIGHTS 38. Save for the provisions of paragraph 2.4 of Schedule 9 and save for the Vale of Glamorgan Council, Cardiff Council, and their successors and permitted assignees, no one other than a party to the Agreement, shall have any right to enforce any of its terms. 39. PUBLICITY 39.1 The Supplier shall not: make any press announcements or publicise the Agreement or its contents in any way; or use the Authorities names or logos in any promotion or marketing or announcement of orders, except as required by law, any government or regulatory authority, any court or other authority of competent jurisdiction, without the prior written consent of the Authority. 40. NOTICES 40.1 Any notice or other communication given to a party under or in connection with the Agreement shall be in writing marked for the attention of the partys Authorised Representative and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case). 40.2 Any notice or communication shall be deemed to have been received: if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; or if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Working Day after posting or at the time recorded by the delivery service. 40.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, writing shall not include e-mail. 41. ENTIRE AGREEMENT 41.1 The Agreement, the schedules and the documents annexed to it or otherwise referred to in it constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. 41.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement. 42. COUNTERPARTS 42.1 The Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of the Agreement, but all the counterparts shall together constitute the same Agreement. 43. GOVERNING LAW 43.1 The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. 44. JURISDICTION 44.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims). 44.2 The parties agree that proceedings issued out of the said courts may without prejudice to the rules of service of such courts be served by delivering such proceedings in an envelope addressed to the party to be served at the address for such party set out in the Agreement 45. CHANGE OF LAW 45.1 The Supplier shall neither be relieved of its obligations to perform the Services in accordance with the terms of the Agreement nor be entitled to an increase in the Charges and/or any charges payable by the Supplier as the result of: a General Change in Law; or a Specific Change in Law where the effect of that Specific Change in Law on the Services is known at the Commencement Date whether by publication of a Bill, as part of a Government Departmental Consultation paper, a draft Statutory Instrument, a proposal in the Official Journal of the European Union or otherwise. 45.2 If a Specific Change in Law occurs or will occur during the Term (other than those referred to in Clause 45.1) the Supplier shall notify the Authority of the likely effects of that change, including: whether any change is required to the Services, the Charges or the Agreement; and whether any relief from compliance with the Suppliers obligations is required, including any obligation to achieve any milestones or to meet any service level requirements at any time. 45.3 As soon as practicable after any notification in accordance with Clause 45.2 the parties shall discuss and agree the matters referred to in that clause and any ways in which the Supplier can mitigate the effect of the Specific Change of Law, including: (a) providing evidence that the Supplier has minimised any increase in costs or maximised any reduction in costs, including in respect of the costs of its sub-contractors; (b) demonstrating that a foreseeable Specific Change in Law had been taken into account by the Supplier before it occurred; (c) giving evidence as to how the Specific Change in Law has affected the cost of providing the Services; and (d) demonstrating that any expenditure that has been avoided has been taken into account in amending the Charges. 45.4 Any increase in the Charges or relief from the Suppliers obligations agreed by the parties pursuant to this Clause 45 shall be implemented in accordance with Clause 17. SCHEDULE 1 KEY INFORMATION SUPPLIER:Xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx 1. Service Description:Independent Professional Advocacy Service and Independent Visiting Service.2. Address for Service Provision:xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx3. Contract Price:As per pricing schedules within Appendices E(i) and E(ii) of the Invitation to Tender (ITT).7. Contract Price Increase Formula:Any Contract Price Increase will be based on the Authoritys budget setting process and would be applied from 1st April 2024. This will not apply to the Welsh Government funded element of the Service.8. Commencement Date:1st January 20239. Contract Period:Four (4) years with an option to extend up to 48 months.10. Payment Details:Xxxxxxxxxxxxxxxxxxxxxx11. Period of Notice Required:Six (6) months.12. Frequency of Review Meetings:See below.13. List of Service Review Dates:Monthly basis for first six months of the Contract and quarterly thereafter.14. Information Required on Invoices:Contract number and Supplier details; breakdown of charge by Client. DETAILS OF NOMINATED REPRESENTATIVES FOR CONTRACT Nominated Representative Vale of Glamorgan CouncilNominated Represenative XxxxxxxxxxxxxxxxxxxxxxGaynor Jones Operational Manager Vale of Glamorgan Council Dock Office, Subway Road, Barry, Vale of Glamorgan CF63 4RT Telephone: (01446) 704759 Email:  HYPERLINK "mailto:gmjones@valeofglamorgan.gov.uk" gmjones@valeofglamorgan.gov.uk Natalie Eddins Contracts Officer Vale of Glamorgan Council Dock Office, Subway Road, Barry, Vale of Glamorgan CF63 4RT Telephone: 01446 706126 Email:  HYPERLINK "mailto:neddins@valeofglamorgan.gov.uk" neddins@valeofglamorgan.gov.ukxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxxxx SCHEDULE 2 SERVICE SPECIFICATION (TO BE INSERTED AFTER CONTRACT AWARD) SCHEDULE 3 PERFORMANCE REGIME Part 1 KPIs 1. The KPIs The KPIs which the parties shall use to measure the performance of the Services by the Supplier will be agreed following the award of the Contract. They will be based on Results Based Accountability (RBA) templates. The Supplier shall monitor its performance against each Target KPI and shall send the Authority a report detailing the Achieved KPIs in accordance with Schedule 6. Part 2 Consistent Failure 1. In this Agreement, Consistent Failure shall mean: A failure to meet: (i) 75% or more target KPIs in a rolling 12 month period [AND/OR] The Supplier repeatedly breaching any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement. SCHEDULE 4 ITT AND SUPPLIERS TENDER PART A INVITATION TO TENDER (TO BE INSERTED AFTER CONTRACT AWARD) PART B SUPPLIERS TENDER (TO BE INSERTED AFTER CONTRACT AWARD) SCHEDULE 5 CHARGES AND PAYMENT 1. CALCULATION OF THE CHARGES The Charges shall be calculated on the basis of the rates and prices set out in Appendices E(i) and E(ii) of the Invitation to Tender (ITT). 2. CHARGES BASED ON A FIXED PRICE See Schedule 1. 3. PAYMENT PLAN Weekly in arrears. 4. TERMINATION PAYMENT DEFAULT In the event that at any time undisputed Charges of 2 quarters have been overdue for payment for a period of 60 days or more, the Authority will have committed a Termination Payment Default. SCHEDULE 6 CONTRACT MANAGEMENT 1. NOMINATED REPRESENTATIVES 1.1 The Authoritys initial Nominated Representatives: Gaynor Jones/Natalie Eddins 1.2 The Suppliers initial Nominated Representative: xxxxxxxxxxxxxxxxxxx: 2. KEY PERSONNEL 2.1 Authority Gaynor Jones, Operational Manager Natalie Eddins, Contracts Manager 2.2 Supplier xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx 3. MEETINGS 3.1 Contract and Management Meetings. 3.2 The Authority and the Supplier must be represented in order for the meeting to be quorate. 3.3 Meetings will take place bi-annually. 3.4 Agenda to be agreed prior to every meeting. 4. REPORTS 4.1 Annual Report: There should be a brief report on the previous twelve months, due in May of each year. 4.2 Circulation list- to be agreed following the award of Contract. SCHEDULE 7 CHANGE CONTROL General Principles 1.1 Where the Authority or the Supplier sees a need to change this Agreement, the Authority may at any time request, and the Supplier may at any time recommend, such Change only in accordance with the Change Control Procedure set out in Paragraph 2 of this Schedule 7. 1.2 Until such time as a Change is made in accordance with the Change Control Procedure, the Authority and the Supplier shall, unless otherwise agreed in writing, continue to perform this Agreement in compliance with its terms before such Change. 1.3 Any discussions which may take place between the Authority and the Supplier in connection with a request or recommendation before the authorisation of a resultant Change shall be without prejudice to the rights of either party. 1.4 Any work undertaken by the Supplier and the Suppliers Personnel which has not been authorised in advance by a Change, and which has not been otherwise agreed in accordance with the provisions of this Schedule 7, shall be undertaken entirely at the expense and liability of the Supplier. 2. Procedure 2.1 Discussion between the Authority and the Supplier concerning a Change shall result in any one of the following: No further action being taken; or a request to change this Agreement by the Authority; or (c) a recommendation to change this Agreement by the Supplier. 2.2 Where a written request for an amendment is received from the Authority, the Supplier shall, unless otherwise agreed, submit two copies of a Change Control Note signed by the Supplier to the Authority within three weeks of the date of the request. 2.3 A recommendation to amend this Agreement by the Supplier shall be submitted directly to the Authority in the form of two copies of a Change Control Note signed by the Supplier at the time of such recommendation. The Authority shall give its response to the Change Control Note within three weeks. 2.4 Each Change Control Note shall contain: the title of the Change; the originator and date of the request or recommendation for the Change; the reason for the Change; full details of the Change, including any specifications; the price, if any, of the Change; a timetable for implementation, together with any proposals for acceptance of the Change; a schedule of payments, if appropriate; details of the likely impact, if any, of the Change on other aspects of this Agreement, including: the timetable for the provision of the Change; (ii) the personnel to be provided; (iii) the Charges; (iv) the documentation to be provided; (v) the training to be provided; (vi) working arrangements; (vii) other contractual issues; (i) the date of expiry of validity of the Change Control Note; provision for signature by the Authority and the Supplier. 2.5 For each Change Control Note submitted by the Supplier the Authority shall, within the period of the validity of the Change Control Note: allocate a sequential number to the Change Control Note, and (b) evaluate the Change Control Note and, as appropriate: (i) request further information; (ii) accept the Change Control Note by arranging for two copies of the Change Control Note to be signed by or on behalf of the Authority and return one of the copies to the Supplier; or (iii) notify the Supplier of the rejection of the Change Control Note. 2.6 A Change Control Note signed by the Authority and by the Supplier shall constitute an amendment to this Agreement. SCHEDULE 8 EXIT MANAGEMENT PLAN The processes set out below shall comprise the Exit Management Plan to be followed to enable the management of the exit of the Supplier from performing the Services. The Exit Management Plan shall be developed in accordance with the terms of the Contract as a minimum and will come into effect upon the issuing of notice to cease the Service by the Authority. The issuing of notice to cease the Service will result in the formation of a joint exit group comprising staff of both parties to manage all activities in order to ensure a smooth culmination of the Contract or a transition to a new supplier, where appropriate. Areas for considerationDetails of tasks to be undertakenTimescalesResponsible leadClientsUp-to-date information for all Clients; referrals and transfer of care; prescriptions; test results; Client related communicationsStaff Consideration of staffing issues if Contract ceasing, the responsibility regarding the staff would normally sit with the Supplier. If the Service is to transfer to a new provider, TUPE may applyDocumentation and records All relevant documentation and records will be transferred to the relevant organisation or the new supplier, whichever is applicable. See note below The transfer of records must be conducted in accordance with Authority security requirements.IM&T All relevant electronic documentation and records held by the Supplier are to be transferred in a recognised industry-standard computer format to the relevant primary care support services organisation or the new provider whichever is applicable See note below The transfer of records must be conducted in accordance with Authority security requirements. Licences should be transferred where possible Premises Consideration of whether the Premises will cease to be used or whether arrangements could be negotiated with the new supplier. An inspection of the Premises must be conducted to ensure that no records or equipment are left behind.Equipment Consideration of any IT hardware or other equipment held by the Supplier that requires return to the relevant owner. Full stock list should be compiled defining which items will be remaining. The transfer or disposal of equipment must be conducted in accordance with Authority security requirements.Facilities Consideration of any existing facilities contracts and whether these will cease or transfer to a new supplier.Client and Public involvementConsideration of the needs to engage and inform throughout.Other As required. SCHEDULE 9 TUPE Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) and the Welsh Authority Staff Transfers (Pensions) Direction 2012 (the 2012 Direction) TUPE 1.1 The Supplier recognises that the Transfer of Undertakings (Protection of Employment) Regulations 2006, as amended, (TUPE) do not apply in respect of this Agreement and any future letting of the Service. The Supplier agrees: 1.1.1 to comply with the TUPE should the same apply to the award of this Agreement; 1.1.2 that the Price shall be deemed to include all costs and expenses incurred by the Supplier in fulfilling its obligations under TUPE should TUPE apply to the award of this Agreement; and 1.1.3 to indemnify the Authority fully and to hold them harmless at all times from and against all actions, proceedings, claims, expenses, awards and costs and all other liabilities arising from the Suppliers failure to comply with its obligations under TUPE should TUPE apply to the award of this Agreement. 1.2 In the following circumstances: 1.2.1 the giving of notice by the Authority to terminate the Agreement; or 1.2.2 the cessation of trading by the Supplier; or 1.2.3 the entering into of the nine-month period preceding the expiry of the Agreement within 10 working days of being so requested by the Authority, the Supplier shall fully and accurately disclose to the Authority for the purposes of TUPE all information relating to its employees engaged in providing the Service under this Agreement, in particular, but not necessarily restricted to, the following: (a) the total number of staff engaged in providing the Service; (b) the age, gender and details of salary for each person and pay settlements covering that person which relate to future dates but which have already been agreed and their redundancy entitlements (the name of individual members of employed staff do not have to be given); (c) full information about the other terms and conditions on which the affected staff are employed (including but not limited to their work arrangements), or about where that information can be found; (d) details of pension entitlements, if any; (e) job titles of the members of staff affected and the qualifications required for each position; and (f) relevant collective agreements. 1.3 The Supplier shall permit the Authority to use the above information for the purposes of TUPE and of re-tendering. The Supplier will co-operate with the re-tendering of this Agreement by allowing, upon practical and reasonable notice, any new service supplier to communicate with and meet the affected employees and/or their representatives. 1.4 At the Authoritys request, at least 28 days prior to the expiry of this Agreement, the Supplier shall give all relevant employee liability information to the Authority and/or future service supplier in accordance with Regulation 11 of TUPE. 1.5 The Supplier agrees to indemnify the Authority fully and to hold them harmless at all times from and against all actions, proceedings, claims, expenses, awards, costs and all other liabilities whatsoever in any way connected with or arising from or relating to the provision of inaccurate or incomplete information or the provision of information under paragraphs 1.2 and 1.4. 1.6 After any information referred to under paragraphs 1.2 and 1.4 has been passed to the Authority following the giving of notice by the Authority to terminate the Agreement or the cessation of trading by the Supplier or during the period of nine months preceding the expiry of the Agreement, the Supplier shall not and shall procure that any sub-contractor shall not: (a) materially amend the rates and remuneration or hours to be worked by, or the terms and conditions of employment of any staff (save where such amendments arise in the ordinary course of a business) or (b) replace, dismiss (other than for serious misconduct, poor performance or incapacity) or redeploy any staff, or deploy any person who is not staff to provide the Service under this Agreement or materially increase the number of staff without the prior written consent of the Authority, such consent not to be unreasonably withheld or delayed. 1.7 The Supplier agrees to indemnify the Authority from and against all actions, proceedings, claims, expenses, awards and all other liabilities (including legal fees) in connection with or as a result of any claim or demand by any employee of the Supplier or other employee or person claiming to be an employee of the Supplier on any date upon which the Agreement is terminated and/or transferred to any third party (Relevant Transfer) arising out of their employment by the Supplier or its termination whether such claim or claims arise before or after the date of the Relevant Transfer. 1.8 In the event that the information provided by the Supplier in accordance with paragraphs 1.2 and 1.4 above becomes inaccurate, whether due to changes to the employment and personnel details of the affected employees made subsequent to the original provision of such information or by reason of the Supplier becoming aware that the information originally given was inaccurate, the Supplier shall notify the Authority of the inaccuracies and provide the amended information. Paragraphs 1.1 to 1.8 shall apply during the continuance of this Agreement and indefinitely after its termination. 2. The 2012 Direction 2.1 In this paragraph 2 the following definitions and rules of interpretation shall apply: Admission Agreement means the agreement to be entered into in accordance with regulation 6 of the Local Government Pension Scheme (Administration) Regulations 2008, as amended, by the Authority and the Supplier or Sub-Contractor, as appropriate. Appropriate Pension Provision means in respect of Eligible Employees, either: (a) membership, continued membership or continued eligibility for membership of the pension scheme of which they were members, or were eligible to be members, or were in a waiting period to become a member of, prior to the Relevant Transfer: or (b) pension scheme, which is certified by the Government Actuarys Department (GAD) as being broadly comparable to the terms of the pension scheme of which they were, or were eligible to be, members. Bond means the bond to be executed in the relevant Authoritys standard form. Effective Date means the date upon which the Services (or any part of the Services) transfer from the Authority as appropriate) (or any Third Party Employer) to the Supplier or Sub-Contractor, and a reference to the Effective Date shall be deemed to be the date on which the employees in question transferred or will transfer to the Supplier or Sub-Contractor. Eligible Employees means the Transferring Employees (or employees of Third Party Employers) who are active members of (or are eligible to join) the LGPS on the date of a Relevant Transfer including the Effective Date. LGPS means Local Government Pension Scheme. LGPS Regulations means: (a) the Local Government Pension Scheme (Administration) Regulations 2008; (b) the Local Government Pension Scheme (Benefits, Membership and Contributions) Regulations 2007; (c) the Local Government Pension Scheme (Transitional Provisions) Regulations 2008; and (d) the Local Government Pension Scheme Regulations 1997 as may be amended and/or replaced from time to time. Relevant Transfer means a relevant transfer for the purposes of TUPE. Replacement Contractor means any third-party supplier of Replacement Services appointed by the Authority from time to time. Replacement Services means any services that are identical or substantially similar to any of the Services and which the Authority receive in substitution for any of the Services following termination or expiry of this Agreement, whether those services are provided by the Authority internally or by any Replacement Contractor. Sub-Contractor means the contractors or service suppliers engaged by the Supplier to provide the goods, services or works, for or on behalf of the Supplier for the purposes of providing the Services to the Authority. Third Party Employer means a contractor(s) engaged by the Authority to provide part of all of the Services to the Authority and whose employers will transfer to the Supplier on the Effective Date. Transferring Employees means employees of the Authority whose contracts of employment transfer with effect from the Effective Date to the Supplier by virtue of the application of TUPE. TUPE means the Transfer of Undertakings (Protection of Employment) Regulations 2006, as amended. 2.2 Should the award of this Agreement result in an Eligible Employee of the Authority transferring under TUPE to the Supplier or any relevant Sub-Contractor then the following provisions set out in this paragraph 2 shall apply. 2.3 The Supplier shall or shall procure that any relevant Sub-Contractor shall ensure that all Eligible Employees are offered Appropriate Pension Provision with effect from the Effective Date up to and including the date of the termination or expiry of this Agreement. 2.4 The provisions of paragraph 2 shall be directly enforceable by an affected employee against the Supplier or any relevant Sub-Contractor. 2.5 Where the Supplier or Sub-Contractor wishes to offer the Eligible Employees membership of the LGPS, the Supplier shall or shall procure that it and/or each relevant Sub-Contractor shall enter into an Admission Agreement to have effect from and including the Effective Date or, if the Relevant Transfer occurs after the Effective Date, from and including the date of that Relevant Transfer. The Supplier or Sub-Contractor will bear the cost of any actuarial assessment required in order to assess the employer's contribution rate and, if applicable, bond rate, in respect of any Eligible Employee who elects to join the LGPS on or after the Effective Date. 2.6 The Supplier shall indemnify and keep indemnified the Authority and/or any Replacement Contractor and, in each case, their contractors, from and against all direct losses suffered or incurred by it or them, which arise from any breach by the Supplier or Sub-Contractor of the terms of the Admission Agreement, to the extent that such liability arises before or as a result of the termination or expiry of this Agreement. 2.7 The Supplier shall and shall procure that it and any Sub-Contractor shall prior to the Effective Date or, if the Relevant Transfer occurs after the Effective Date, from and including the date of that Relevant Transfer, obtain any indemnity or Bond required in accordance with the Admission Agreement. 2.8 The Supplier shall and shall procure that any relevant Sub-Contractor shall award benefits (where permitted) to the Eligible Employees under the LGPS Regulations in circumstances where the Eligible Employees would have received such benefits had they still been employed by the Authority. The Supplier shall be responsible for meeting all costs associated with the award of such benefits. 2.9 Where the Supplier or Sub-Contractor does not wish to or is otherwise prevented from offering the Eligible Employees membership or continued membership of the LGPS or such other broadly comparable scheme, the Supplier shall or shall procure that any relevant Sub-Contractor shall offer the Eligible Employees membership of an occupational pension scheme with effect from the Effective Date or, if the Relevant Transfer occurs after the Effective Date, from and including the date of that Relevant Transfer. Such an occupational pension scheme must be: (a) established no later than three months prior to the date of the Relevant Transfer; and (b) certified by the GAD as providing benefits that are broadly comparable to those provided by the LGPS. and the Supplier shall produce evidence of compliance with this paragraph 2.9 to the Authority prior to the date of the Relevant Transfer. 2.10 The Authoritys actuary shall determine the terms for bulk transfers from the LGPS to the Supplier's scheme following the Effective Date and any subsequent bulk transfers on termination or expiry of this Agreement. SCHEDULE 10 DATA PROCESSING 1. The Supplier shall comply with any further written instructions in respect of processing by the Authority. 2. Any such further instructions shall be incorporated into this Schedule. 3. PROCESSING BY THE SUPPLIER 3.1 Scope For the purposes of processing data, the Processor may only process personal data in accordance with the written instructions of the Authority (included when making an international transfer of personal data) unless required to do so by law. In such circumstances, the Processor will inform the Authority of what the law requires of it prior to any transfer of information (unless the law prevents the Authority from being told for reasons of public interest). The Authority retains control as to what will happen with the personal data. The Processor will obtain a commitment of confidentiality from anyone it allows to process the personal data, unless they are already under such a duty by law. This applies to permanent, temporary and agency workers. The Processor will not use Sub-Processors without the agreement of the Authority. 3.2 Nature Information will be provided to the Supplier from the Authority in respect of the Clients and their families that they are supporting within the Services set out in this Contract. The Processor will adopt security measures to ensure resilience of processing systems and back up personal data in order to reinstate the system should this be required. The Processor will provide all data required by the Authority in order to meet audit and inspection requirements. 3.3 Purpose of Processing The information provided for processing by the Supplier will allow it to identify the service area in which it will be supported, level of need, and assist in the matching of staff to individuals. 3.4 Duration of Processing The processing will be for the period from receipt of referral until such time as the Contract is terminated. At the end of the Contract period the Authority will inform the Processer as to whether the data is to be deleted or returned to the Authority. 3.5 Types of Personal Data The Supplier will be processing the following information: Name Date of birth Address Details of parents (in the case of a child or young person) Marital status Legal Status Details of siblings or other children in the family Reasons for referral Required outcome Review notes Outcomes achieved (This list is not necessarily exhaustive) 3.6 Categories of Data Subject Clients and their families known to the Social Services Department of the Authority. 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