dated 2013 bracknell forest borough council …€¦ · dated 2013 bracknell forest borough council...

S4185/00005/70669344 v.2

DATED 2013

BRACKNELL FOREST BOROUGH COUNCIL

and

RM EDUCATION LTD

FRAMEWORK AGREEMENT

relating to the provision of high bandwidth (Phase 4) services to the members of the South East Grid for Learning and others

Restricted commercial

Lacon House 84 Theobald's Road London WC1X 8RW

Tel: +44 (0)20 7524 6000

S4185/00005/70669344 v.2 i

CONTENTS

Clause Subject matter Page

1. DEFINITIONS ......................................................................................................................2 2. INTERPRETATION............................................................................................................14 3. COMMENCEMENT AND DURATION...............................................................................15 4. PHASE 4 SERVICES.........................................................................................................16 5. PROVISIONS RELATING TO THE FORMATION OF CALL-OFF CONTRACTS ............17 6. REQUIREMENTS FOR CALL-OFF CONTRACTS ...........................................................17 7. THE SEGFL CONSULTANCY...........................................................................................17 8. MINI-COMPETITION .........................................................................................................18 9. DIRECT AWARD ...............................................................................................................19 10. EFFECT OF CALL-OFF CONTRACTS .............................................................................20 11. LEGACY CALL-OFF CONTRACTS ..................................................................................20 12. EXCLUSIVITY AND COMPETITION.................................................................................20 13. RECORDS OF STATEMENTS OF SERVICE REQUIREMENTS AND CALL-OFF

CONTRACTS.....................................................................................................................21 14. SECURITY POLICY AND STANDARDS...........................................................................21 15. REPRESENTATIVES ........................................................................................................21 16. MEETING AND REPORTING............................................................................................23 17. CHANGES TO THE CUSTOMER .....................................................................................24 18. TECHNOLOGY APPRAISAL.............................................................................................25 19. INTELLECTUAL PROPERTY RIGHTS .............................................................................25 20. SEGFL DATA.....................................................................................................................27 21. CONFIDENTIALITY ...........................................................................................................28 22. DATA PROTECTION AND FREEDOM OF INFORMATION.............................................29 23. REGULATORY COMPLIANCE .........................................................................................29 24. WARRANTIES, UNDERTAKINGS AND INDEMNITIES ...................................................29 25. AUDITS..............................................................................................................................31 26. PAYMENT OF ANNUAL MANAGEMENT CHARGE.........................................................33 27. CHARGES .........................................................................................................................33 28. CHANGE CONTROL .........................................................................................................33 29. DISPUTE RESOLUTION...................................................................................................34 30. TERMINATION ..................................................................................................................35 31. CONSEQUENCES OF EXPIRY OR TERMINATION........................................................37 32. LIMITATION OF LIABILITY ...............................................................................................39 33. INSURANCES....................................................................................................................39 34. EMPLOYEES.....................................................................................................................40 35. CONFLICTING PROVISIONS ...........................................................................................41 36. ASSIGNMENT AND SUB-CONTRACTING ......................................................................41 37. VARIATIONS .....................................................................................................................42 38. NOTICES AND COMMUNICATIONS................................................................................42 39. WAIVER.............................................................................................................................43 40. NO AGENCY......................................................................................................................44 41. ENTIRE AGREEMENT......................................................................................................44 42. ANNOUNCEMENTS AND PUBLICITY .............................................................................44 43. SEVERABILITY .................................................................................................................44 44. COUNTERPARTS .............................................................................................................45

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45. COSTS AND EXPENSES..................................................................................................45 46. RIGHTS OF THIRD PARTIES...........................................................................................45 47. FURTHER ASSURANCE ..................................................................................................45 48. GOVERNING LAW AND JURISDICTION .........................................................................45 ANNEX 100

Template Call-off Contract and General Terms and Conditions ............................... 100 General Terms and Conditions for Call-off Contracts................................................ 117

1. DEFINITIONS ......................................................................................................................1 2. INTERPRETATION............................................................................................................14 3. APPLICABILITY.................................................................................................................15 4. COMMENCEMENT AND DURATION...............................................................................16 5. [DEED OF GUARANTEE...................................................................................................16 6. PROVISION OF THE SERVICES......................................................................................16 7. PROGRAMME OF WORKS ..............................................................................................16 8. CUSTOMER'S RESPONSIBILITIES .................................................................................16 9. SERVICE PERFORMANCE ..............................................................................................16 10. SECURITY.........................................................................................................................17 11. DISASTER RECOVERY AND BUSINESS CONTINUITY.................................................17 12. HARDWARE AND SOFTWARE........................................................................................18 13. QUALITY ASSURANCE AND BEST VALUE ....................................................................18 14. DESIGNATED REPRESENTATIVES................................................................................19 14A. SUPPLIER PERSONNEL..................................................................................................20 15. ASSIGNMENT AND SUB-CONTRACTING ......................................................................21 16. SITES.................................................................................................................................22 17. SUPPLIER EMPLOYEES..................................................................................................24 18. TECHNOLOGY APPRAISAL.............................................................................................25 19. EXISTING SERVICES AND PROVIDERS ........................................................................25 20. INTELLECTUAL PROPERTY............................................................................................26 21. PERFORMANCE MONITORING AND SERVICE DEDUCTIONS....................................30 22. ACCEPTANCE TESTING..................................................................................................32 23. VARIATIONS .....................................................................................................................35 24. EXTENSION OF TIME.......................................................................................................36 25. CHANGE CONTROL PROCEDURE.................................................................................37 26. PAYMENT..........................................................................................................................38 27. AUDITS, ACCESS TO RECORDS....................................................................................39 28. WARRANTIES, UNDERTAKINGS AND REPRESENTATIONS.......................................40 29. LIMITATION OF LIABILITY ...............................................................................................42 30. INSURANCES....................................................................................................................42 31. TRAINING..........................................................................................................................43 32. EMPLOYMENT..................................................................................................................43 33. CUSTOMER'S DATA.........................................................................................................44 34. CONFIDENTIALITY ...........................................................................................................45 35. DATA PROTECTION.........................................................................................................46 36. FREEDOM OF INFORMATION.........................................................................................47 37. REGULATORY COMPLIANCE .........................................................................................48 38. TERMINATION ..................................................................................................................48 39. CONSEQUENCES OF EXPIRY OR TERMINATION........................................................49 40. NOTICES AND COMMUNICATIONS................................................................................53

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41. DISPUTE RESOLUTION PROCEDURE...........................................................................53 42. FORCE MAJEURE ............................................................................................................55 43. NO VARIATION .................................................................................................................55 44. ENTIRE AGREEMENT......................................................................................................56 45. WAIVER.............................................................................................................................56 46. NO AGENCY......................................................................................................................56 47. ANNOUNCEMENTS AND PUBLICITY .............................................................................57 48. SEVERABILITY .................................................................................................................57 49. COUNTERPARTS .............................................................................................................57 50. COSTS AND EXPENSES..................................................................................................57 51. RIGHTS OF THIRD PARTIES...........................................................................................57 52. FURTHER ASSURANCE ..................................................................................................57 53. GOVERNING LAW AND JURISDICTION .........................................................................58

S4185/00005/70669344 v.2 CF/JSL/14 December 2012 1

FRAMEWORK AGREEMENT

DATE 2013

PARTIES

(1) BRACKNELL FOREST BOROUGH COUNCIL of Easthampstead House, Town Square, Bracknell RG12 1AQ (the "Council") acting for itself and on behalf of the other members of the South East Grid for Learning, an unincorporated association that is not a separate legal entity and whose address for correspondence is SEGfL Project Office, Easthampstead Park, Wokingham RG40 3DF ("SEGfL") and others; and

(2) RM EDUCATION LTD (a company incorporated and registered in England and Wales under company registration number 01148594) the registered office of which is at 183 Milton Park, Abingdon, Oxfordshire, OX14 4SE ("Supplier") including, where the context permits, the Supplier's successors and permitted assigns.

RECITALS

(A) The Council and various other local authorities in the South East of England entered into a joint agreement dated 20 November 2000 to establish and record the constitution of SEGfL (the "Joint Agreement").

(B) Pursuant to the Joint Agreement, the Council on behalf of:

(i) members of SEGfL from time to time (which as at the date of this Framework Agreement are the Council, Brighton and Hove City Council, Buckinghamshire County Council, East Sussex County Council, Hampshire County Council, Isle of Wight Council, Kent County Council, Medway Council, Portsmouth City Council, Reading Borough Council, Royal Borough of Windsor and Maidenhead, Slough Borough Council, Southampton City Council, Surrey County Council, West Berkshire Council, West Sussex County Council and Wokingham Borough Council) ("SEGfL Members"); and

(ii) associate members of SEGfL from time to time pursuant to the Joint Agreement ("Associate Members")

entered into certain agreements with suppliers for the provision of broadband telecommunications networks and related services.

(C) These agreements were superseded by framework agreements entered into in 2004 between the Council (on behalf of the SEGfL Members and Associate Members) and suppliers for the provision of broadband telecommunications networks and related services (the "Phase 2 Agreements") and subsequently by framework agreements entered into in 2009 between the Council (on behalf of the SEGfL Members and Associate Members) and suppliers for the provision of broadband telecommunications networks and related services (the "Phase 3 Agreements").


(D) The SEGfL Members and Associate Members require further similar services including services after expiry of the Phase 3 Agreements. The Council has agreed to enter into this Framework Agreement for broadband telecommunications networks and related services further described in this Framework Agreement for and on behalf of the following organisations in the South East region:

(i) SEGfL Members;

(ii) Associate Members; and

(iii) certain other bodies, namely:

i) Oxfordshire County Council;

ii) members of JNT Association;

iii) schools located within the areas of the SEGfL Members, Associate Members who are local authorities and Oxfordshire County Council including but without limitation maintained schools, academies, free schools and privately funded schools whether or not in existence at the date of this Framework Agreement

("Other Framework Users")

(together the "Customers" and "Customer" shall mean any one of them as the context requires).

(E) Accordingly the Council has conducted a procurement in accordance with the Public Contracts Regulations 2006 as a result of which this Framework Agreement was awarded to the Supplier.

(F) Pursuant to this Framework Agreement, the Customers may call off services by entering into call-off contracts with the Supplier.

1. DEFINITIONS

For the purpose of this Framework Agreement, except where the context requires to the contrary the words and phrases below shall have the following meanings:

"Annual Management Charge" means the aggregate sum payable in each Year to SEGfL (calculated as a fixed cost of £5,000 plus the Supplier's pro rata contribution to a total of £75,000, calculated in proportion to the volume of Charges levied by each Framework Holder under the Statement of Values) to cover the running costs of SEGfL associated with the co-ordination and management of the Project.

"Annual Management Charge Payment Date" means 30 April in each Year during the Term, the first such date being 30 April 2014, the second being 30 April 2015, the third being 30 April 2016 and the final such date being the 30 April 2017;

"Associate Members" has the meaning given to it in Recital (B)


"Background IPR" means Intellectual Property Rights owned by the Supplier or a Supplier Party before the start of the Project or created independently of the Project;

"Barred List" the barred lists provided for under the Safeguarding Vulnerable Groups Act 2006;

"Best Value Duty" means the duty imposed on local authorities by S.3 of the Local Government Act 1999 to secure continuous improvement in the way they carry out their functions and therefore to achieve either or both of the optimum combination of whole life cost and quality or fitness for purpose to meet the user's requirements and/or the optimum combination of economy, efficiency and effectiveness;

"Best Value" has the meaning given to it in Part 2A of Schedule 2;

"Best Value Solution" means that any Monitored Service Components are supplied at the optimum combination of economy, efficiency and effectiveness when compared to Equivalent Service Components;

"Business Day" means a day other than a Saturday or Sunday or bank holiday or public holiday in England;

"Call-off Contract" means each contract for Call-off Services entered into in accordance with clause 5.1.1;

"Call-off Period" means the period of five (5) years from the Effective Date during which Call-off Contracts may be entered into pursuant to this Framework Agreement;

"Call-off Services" means those Phase 4 Services required pursuant to an SSR and which are to be provided under a Call-off Contract;

"Cancellation Costs" means the direct cost incurred by the Supplier in terminating a sub-contract for a Monitored Service Component in order to implement a New Service Offering excluding Margin;


"Catalogue Services" means the Phase 4 Services within the categories described in Part 2B of Schedule 2 which are added to the SEGfL Catalogue and updated in accordance with Part 2A of Schedule 2;

"Catalogue Service Proposal" has the meaning given to it in Part 2A of Schedule 2;

"Change Control Procedure" means the procedure set out in Schedule 7;

"Change in Law" means the coming into effect or repeal in England of any legislation, or any amendment or variation to any legislation, any judgment or a relevant court of law which changes binding precedent in England and/or any Standards or Good Industry Practice in each case after the Effective Date;

"Change of Control" means that a person or group of connected persons who or which does not, at the Effective Date, have control of the relevant party (as the context requires) acquires control of that party. (For these purposes "control" has the meaning set out in section 450 and 451 and "connected persons" has the meaning set out in section 1122 and 1123 of the Corporation Tax Act 2010);

"Charges" means the charges to be paid by a Customer under a Call-off Contract;

"Charging Principles" means the tables, rates and charging methodologies set out in Schedule 6 from which the Charges that apply to a particular Call-off Contract are derived, as may be varied from time to time in accordance with clause 27;

"Commercially Sensitive Supplier Information" means information provided by the Supplier to a Customer which is commercial information (including but not limited to information relating to pricing or declared margin) or which relates to technical specifications;

"Confidential Information" means any and all:

(a) information that ought to be considered as confidential (however it is conveyed or on whatever media it is stored) and may include information whose disclosure would, or would be likely to, prejudice the commercial interests of any person, trade secrets, Intellectual Property Rights and know-how of either Party and all personal data and sensitive personal data within the meaning of the Data Protection; and

(b) Commercially Sensitive Supplier Information;


"Contract Number" means the unique number assigned to each Call-off Contract by the Supplier pursuant to clause 5.3;

"Conviction" means, other than for minor road traffic offences, any previous or pending prosecutions, convictions, cautions and binding-over orders (including any spent convictions as contemplated by section 1(1) of The Rehabilitation of Offenders Act 1974 by virtue of the exemptions specified in part II of Schedule 1 of the Rehabilitation of Offenders Act 1974 (Exemptions) Order 1975 (SI 1975/1023) or any replacement or amendment to that Order, or being placed on the Barred List kept pursuant to section 2 of the Safeguarding Vulnerable Groups Act 2006;

"Customers" has the meaning given to it in Recital (D)

"Data Protection Legislation" means the Data Protection Act 1998 and all other applicable Laws relating to processing of personal data and privacy;

"DfE" means the Department for Education (and any successor body performing substantially the same functions);

"Disclosing Party" has the meaning given to it in clause 21.1;

"Disclosure and Barring Scheme" the disclosure and barring scheme operated by the Disclosure and Barring Service;

"Disclosure and Barring Service" means the non-departmental public body established pursuant to the Protection of Freedoms Act 2012;

"Dispute" means any dispute, controversy or claim which arises or occurs between the parties in relation to any thing or matter arising out of or in connection with this Framework Agreement;

"Documentation" means operational and instruction manuals, user guides, reports, training materials, use policies, plans, maintenance handbooks and other documents relating to the Phase 4 Services supplied or developed by the Supplier or any Supplier Party for the effective provision, receipt and use of the Phase 4 Services or any equipment or software used in the performance of the Phase 4 Services;


"Effective Date" means the date of this Agreement;

"EIR" means the Environmental Information Regulations 2004 together with any guidance and/or codes of practice issued by the Information Commissioner or relevant government department in relation to such Regulations;

"Equivalent Service Components" means in relation to a Monitored Service Component that a service offered by a different provider is substantially equivalent in terms of specification and risk with due regard to the term of the contract for that service;

"FOIA" means the Freedom of Information Act 2000 and any subordinate legislation (as defined in section 84 of the Freedom of Information Act 2000) made under the Freedom of Information Act 2000 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 Act;

"Force Majeure Event" means an event beyond the reasonable control of a party (and in the case of the Supplier an event that is also beyond the reasonable control of the Supplier Parties) including acts of God, acts of terrorism or a public enemy, fires, floods, explosions or other catastrophes, epidemics, or strikes, slowdowns, lockouts or other labour stoppages affecting third parties (except that strikes, slowdowns, lockouts or other labour stoppages of any Supplier Party shall not constitute a Force Majeure Event);

"Framework Agreement" means this framework agreement;

"Framework Holders" means the Supplier and all other entities listed in Schedule 1;

"General Terms and Conditions" means the terms and conditions that apply to Call-off Contracts as set out in the Annex;

"Generic Change" means any variation, amendment, change, addition or deletion to this Framework Agreement, the General Terms and Conditions or any part of them, which:

(a) amends the description and/or application of the Phase 4 Services;

(b) impacts on the Service Levels;

(c) impacts on the Service Deductions;


(d) affects more than one Customer and/or more than one of the Framework Holders; or

(e) is a necessary result of a Change in Law;

"Generic Change Notice" has the meaning given to it in paragraph 1 of Schedule 7;

"Good Industry Practice" means using procedures, practices, methods and national and industry standards conforming to the Law and exercising that degree of skill and care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person engaged in a similar type of undertaking under the same or similar circumstances;

"Group" means the subsidiary undertakings and holding undertakings from time to time of a company (including its ultimate holding company) or subsidiary undertakings from time to time of a holding company (in each case within the meaning of section 1159 Companies Act 2006);

"Hardware" means the equipment to be used by the Supplier in the provision of Call-off Services as detailed in the Specification;

"Insolvency Event" means the Supplier, any holding or parent company of the Supplier at all levels up to and including the Supplier's ultimate parent company:

(a) being unable to pay its debts as they fall due within the meaning of section 123 Insolvency Act 1986; or

(b) failing to comply with a statutory demand; or

(c) being subject to enforcement of a judgement, or to distress, or a lien being enforced, executed or attached against the whole or any material part of the undertaking, assets, rights or revenues of the company; or

(d) entering into compulsory or voluntary liquidation or the appointment of a supervisor of a voluntary arrangement (other than for the purposes of effecting a solvent liquidation, reconstruction or amalgamation); or

(e) passing a resolution or taking any steps with a view to the passing of a resolution for its winding up (including, the convening of a meeting of the company's members at which such a resolution is due to be passed); or

(f) convening of a meeting of creditors for the approval of a compromise or arrangement between the company and its creditors; or

(g) giving or filing notice of intention to appoint an administrator, entering into administration, having a liquidator, receiver, manager, an administrative receiver or administrator appointed by (as appropriate) the company, its directors, the court or by the holder of a qualifying floating charge (as defined


in the Enterprise Act 2002) over the whole or any part of the company's undertaking, assets, rights or revenue; or

(h) being subject to an order for the winding up of the company by the court pursuant to a petition or the sanctioning of a compromise or arrangement by the court under Part 26 of the Companies Act 2006, or

(i) taking steps for the dissolution of the company or it ceasing or threatening to cease for any reason to carry on business; or

(j) taking any of the steps or suffering any circumstance or procedure in any jurisdiction which in the opinion of SEGfL is analogous to the events set out above;

"Intellectual Property Rights" means rights, title and interest in patents, trade marks, and trade and business names (including service marks), design rights, utility models, copyright (including copyright in computer programs), database rights, know-how, (including trade secrets and confidential business information) and in each case whether registered or unregistered, and including:

(a) any pending applications or rights to apply for registrations of any of these rights;

(b) any similar or analogous rights to any of these rights, whether arising or granted under the law of England or of any other jurisdiction; and

(c) any renewals, revivals and extensions of any of the foregoing;

"IPR Claim" means any claim, action or demand made (or litigation or other dispute resolution process commenced) due to any infringement or alleged infringement by SEGfL or any Customer or any other permitted user of the Phase 4 Services in accordance with or pursuant to this Framework Agreement, as the case may be, of any Intellectual Property Rights used to provide the Phase 4 Services excluding any Intellectual Property Rights developed, purchased or licensed by or on behalf of any Customer that were not supplied or made available by or on behalf of the Supplier;

"Joint Agreement" has the meaning given to it in Recital (A);

"Law" means:

(a) any applicable statute or any delegated or subordinate legislation;

(b) any enforceable community right within the meaning of section 2(1) European Communities Act 1972;

(c) any applicable guidance, direction, determination or regulations with which SEGfL and/or any Customer and/or the Supplier is bound to comply to the extent that the same are either published and publicly available or the existence or contents of them have been notified to the Supplier by or on behalf of SEGfL or that Customer; and


(d) any applicable judgement of a relevant court of law which creates a binding precedent in England;

"Legacy Call-off Contracts" means call-off contracts entered into under the terms of the Phase 3 Agreements;

"Legacy Framework Holders" means the suppliers under the Phase 3 Agreements;

"Legacy Management Services" means the Phase 4 Service for the management of Legacy Services;

"Legacy Services" means services required to be delivered under Legacy Call-off Contracts;

"Margin" means the margin payable by a Customer to the Supplier on Third Party Elements forming part of the Call-off Services as specified in the Pricing Template;

"Maximum Margin" means the level of Margin identified as the level of Margin not be exceeded as set out in Schedule 6;

"Minor Change" has the meaning given to it in clause 4.4.1;

"Monitored Service Components" means the Phase 4 Services listed in Part 2C of Schedule 2, as may be amended by the SEGfL Consultancy from time to time by notification to the Supplier;

"New Service Offering" has the meaning given to it in paragraph 5.1 of Schedule 8;

"Other Framework Users" has the meaning given to it in Recital (D);

"Owner" has the meaning given to it in clause 21.1;

"Overall Annual Charges" means the aggregate of the Charges payable under all Call-off Contracts in the relevant Year;

"Phase 2 Agreements" has the meaning given to it in Recital (C);


"Phase 3 Agreements" has the meaning given to it in Recital (C);

"Phase 3 Call-off Contracts" means the contracts for services called-off by SEGfL Members or Associate Members pursuant to the Phase 3 Agreements;

"Phase 3 Services" means the services provided under the Phase 3 Agreements;

"Phase 4 Services" means the services described in Schedule 2;

"Preferred Supplier" means a Framework Holder identified in the SEGfL Catalogue (including through the processes described in Part 2A of Schedule 2) as a preferred supplier of a Catalogue Service;

"Pricing Template" means the format set out in paragraph Error! Reference source not found. of Schedule 6 that the Supplier must include with each Proposed Solution to be completed in accordance with the Charging Principles;

"Programme of Works" means the programme for the installation, implementation and Acceptance Testing of the means of delivery of the Phase 4 Services required by the Customer in accordance with a Call-off Contract;

"Project" means the provision of Phase 4 Services to Customers in accordance with this Framework Agreement;

"Proposed Catalogue Service" has the meaning given to it in Part 2A of Schedule 2;

"Proposed Solution" means the solution proposed by the Supplier for the provision of Call-off Services;

"Quarter" means each of the three month periods commencing on 1 January, 1 April, 1 July and 1 October in any calendar year;

"Quarterly Meetings" has the meaning given to it in clause 16.1;


"Receiving Party" has the meaning given to it in paragraph 1 of Schedule 7;

"Register" means the register to be maintained and updated by the Supplier in accordance with and containing the information required by clause 13.1;

"Replacement Supplier" means any third party appointed by the Council to provide services in substitution for the Supplier in respect of the Phase 4 Services (or any part of them) following termination (however caused) or expiry of this Framework Agreement;

"Representative" means either the SEGfL Representative or the Supplier Representative as the context requires;

"Request for Information" means a request for information pursuant to the FOIA or the EIR;

"Requesting Party" has the meaning given to it in paragraph 1 of Schedule 7;

"Revised Supply Contract" has the meaning given to it in paragraph 6.3 of Schedule 8;

"Second Quote" means a revised Proposed Solution issued by the Supplier in response to a request made by or on behalf of a Customer in accordance with paragraph 4.3 of Schedule 8;

"SEGfL Consultancy" means the consultancy function established by SEGfL to provide advice and assistance to SEGfL Members and Associate Members during the Term and to act on their behalf;

"SEGfL Catalogue" means the list of, and specifications for, Catalogue Services from time to time setting out Preferred Suppliers and to be maintained and developed in accordance with Part 2A of Schedule 2;

"SEGfL Data" means information databases, text, drawings, diagrams, images or sounds in whatever form that data may exist:

(a) that are owned, originated by (or on behalf of) or relating to SEGfL which either is or may be used in connection with the Phase 4 Services; or


(b) which the Supplier or any Supplier Party is required to provide under or pursuant to this Framework Agreement (including the Register);

"SEGfL Members" has the meaning given to it in Recital (B);

"SEGfL Representative" means the representative appointed by SEGfL pursuant to clause 15.1;

"Sensitive Function" means in relation to Named Employees, those who:

(a) have contact with children and/or vulnerable adults; or

(b) have access to data systems containing information (including but not limited to Personal Data) about children and/or vulnerable adults;

"Service Deductions" means the deductions from the Charges which a Customer is entitled to make in accordance with the relevant Call-off Contract;

"Service Levels" mean the minimum standards for the performance, functionality and other requirements of the Call-off Services as described more particularly in the relevant Call-off Contract;

"Service Provider" means a public or private sector organisation providing, or capable of providing, one or more Monitored Service Components;

"Shortlisted Framework Holders" has the meaning given to it in clause 8.3.7;

"Site Representative" means the representative of the relevant Customer at the relevant Site as set out in the relevant Call-off Contract;

"Site(s)" means the locations at which a Customer requires Phase 4 Services (or any of them) to be provided as set out in the relevant Call-off Contract;

"Software" means all operating systems, computer programs, databases, ancillary software and associated documentation (including all new releases, enhancements and variations thereto) to be provided by the Supplier in the provision of Call-off Services and as detailed in the Specification;


"Specification" means the detailed description of the Hardware and Software to be used by the Supplier to provide Call-off Services, as set out in the relevant Call-off Contract;

"Standards" means the international, national and industry standards applicable to the Phase 4 Services (or any of them) including (in respect of information security) BS7799 and all guidance or standards issued by the DfE, the security requirements described in Schedule 2, the policies referred to in Schedule 3, and any guidance from the Information Commissioner from time to time;

"Statement of Service Requirements" or "SSR" means a description of requirements for Call-off Services;

"Statement of Value" means a statement certified by the Supplier's independent auditors or accountants as being a true, accurate and complete record of the information required in clause 25.2 calculated in accordance with generally accepted accounting principles and consistent with the Supplier's normal accounting policies;

"Sub-Contractor" means any person, firm or company to whom any part of this Framework Agreement or any Call-off Contract has been sub-contracted by the Supplier;

"Substitution Quote" has the meaning given to it in paragraph 5.3 of Schedule 8;

"Supplier Employees" means all people who are at any time employees of the Supplier or of any Supplier Party and who are wholly or for the majority of their time engaged in providing the Phase 4 Services;

"Supplier Party" means the Supplier Employees, the Supplier's agents, Group companies and contractors including each Sub-Contractor and its Group companies and sub-contractors of any tier and its or their employees, directors and officers and "Supplier Parties" shall be construed accordingly;

"Supplier Representative" means the representative appointed by the Supplier pursuant to clause 15.2;

"Supplier Solution Summary" means the document set out in Schedule 4 that illustrates in general terms the Supplier's solution(s) for delivery of the Phase 4 Services which will be used as a basis for detailed discussion of an SSR;


"Systems Integrator" means the Framework Holder engaged by a Customer to provide its requirement for Systems Integrator Services;

"Systems Integrator Services" means the Phase 4 Services described in Schedule 2 for the integration and management of all Call-off Services delivered to a Customer;

"Template Call-off Contract" means the template for a Call-off Contract set out in the Annex;

"Term" means the period commencing on the Effective Date and ending on the later of: (i) the date when all Call-off Contracts have expired or been terminated; or (ii) expiry of the Call-off Period;

"Third Party Element" means any Monitored Service Component provided by a Third Party Provider;

"Third Party Provider" means a service provider other than the Supplier;

"Transfer Regulations" means the Transfer of Undertakings (Protection of Employment) Regulations 1981 (as amended); and

"Year" means the 12 (twelve) month period from (and including) 1 April in each calendar year up to (and including) the 31 March in the following calendar year save that the first Year of the Framework Agreement, shall be the period from (and including) the Effective Date up to (and including) 31 March in the following calendar year.

2. INTERPRETATION

2.1 Except where the context expressly requires otherwise, references to clauses, sub-clauses, paragraphs, sub-paragraphs, parts, schedules and appendices (if any) are references to clauses, sub-clauses, paragraphs, sub-paragraphs, parts, schedules and appendices (if any) of or to this Framework Agreement.

2.2 References to any agreement or document (including this Framework Agreement) include (subject to all relevant approvals and any other provisions of this Framework Agreement concerning variations to agreements or documents) a reference to that agreement or document as varied, supplemented, substituted, novated or assigned.

2.3 References to a public organisation (other than SEGfL) shall be deemed to include a reference to any successor to such public organisation or any organisation or entity which


has taken over either or both the functions and responsibilities of such public organisation. References to other persons (other than SEGfL) shall include their successors and assigns.

2.4 Words in this Framework Agreement importing the singular only shall, where the context so requires, also include the plural and vice versa, words importing the masculine gender shall include feminine or neuter or vice versa and references to persons shall include firms, corporations, trusts, governmental bodies, authorities, agencies, unincorporated bodies of persons or associations and any organisations having legal capacity or partnership where the context requires.

2.5 References in this Framework Agreement to any Law are to be construed as references to that Law as amended, extended or re-enacted or to any legislation from time to time replacing, amending, extending or consolidating the same (either before or after the Effective Date) and shall also include reference to all statutory instruments and orders made pursuant to any such statutory provision, provided that the effect of any Change in Law occurring after the Effective Date shall be determined in accordance with clause 28.

2.6 The headings contained in this Framework Agreement are for convenience only and shall not influence the interpretation of this Framework Agreement.

2.7 Reference to "parties" means the parties to this Framework Agreement and references to "a party" mean one of the parties to this Framework Agreement.

2.8 In construing this Framework Agreement, general words followed by the words "include(s)", "including" or "in particular" or similar expressions shall not be given a restrictive meaning because they are followed by particular examples intended to fall within the meaning of the general words.

2.9 All of the Supplier's obligations, duties and responsibilities under this Framework Agreement shall be construed as separate obligations, duties and responsibilities and to be performed at the Supplier's own cost and expense.

2.10 Any reference to SEGfL taking or requiring any action or exercising any right shall be construed as a reference to the Council in its capacity as the lead SEGfL Member acting for an on behalf of SEGfL Members and Associate Members, and any duty, obligations or liability of the Supplier expressed to be owed to SEGfL shall be construed as being owed to the Council and the other SEGfL Members and Associate Members (unless the context requires otherwise).

3. COMMENCEMENT AND DURATION

3.1 This Framework Agreement shall commence on the Effective Date and shall continue, unless and until terminated in accordance with clause 30 until expiry of the Term.

3.2 Call-off Contracts may be entered into at any time during the Call-off Period.

3.3 At the end of the Call-off Period no further Call-off Contracts may be entered into, provided that in respect of Call-off Contracts continuing beyond the end of the Call-off Period the provisions of this Framework Agreement that apply to Call-off Contracts that have been entered into or are operational shall remain in force until the end of the Term or until such Call-off Contracts expire or are terminated.


4. PHASE 4 SERVICES

4.1 Nothing in this Framework Agreement provides, guarantees or otherwise implies that the Supplier will receive any guaranteed level of orders for the Phase 4 Services, or any of them.

4.2 The Supplier shall at all times from the Effective Date:

4.2.1 maintain the technical ability to provide the Phase 4 Services (and shall ensure that it is able to provide all Monitored Service Components from time to time) as and when required by Customers from time to time through entering into Call-off Contracts in accordance with the terms of this Framework Agreement; and

4.2.2 within reasonable limits, maintain levels of organisational resource to enable it to service the requirements of Customers.

4.3 Each Customer may appoint (by entering into a Call-off Contract for Systems Integrator Services) a Framework Holder to act as Systems Integrator for the Call-off Services delivered to pursuant to Call-off Contracts. The Supplier shall:

4.3.1 if it is appointed by a Customer as its Systems Integrator:

(a) provide Legacy Management Services (as required by the relevant Call-off Contract);

(b) ensure that the Call-off Services delivered to that Customer are managed and integrated so as to provide a seamless service to that Customer; and

(c) act as the single point of contact for that Customer in relation to all Call-off Services provided to that Customer (including by providing: (i) the Systems Integrator Services described in paragraph 1.1 of part 1 of Schedule 2, (i) the monitoring statistics and reporting service described in paragraph 2.5 of Part 1 of Schedule 2; and (ii) the helpdesk service described in paragraph 3.4 of Part 1 of Schedule 2); and

4.3.2 co-operate with other Systems Integrators under the Project, in particular where the Supplier acts as a Sub-Contractor to a Systems Integrator.

4.4 The parties agree that:

4.4.1 the Phase 4 Services and, in particular, the Monitored Service Components may need to be updated and supplemented with comparable or similar services from time to time ("Minor Changes");

4.4.2 Minor Changes shall not amount to a change in the scope or nature of the Phase 4 Services and, on this basis, will not be Generic Changes, provided that if the Supplier reasonably considers that a Minor Change should be treated as a Generic Change then it shall notify SEGfL and the parties shall meet within seven (7) days to agree how to proceed and, if the parties cannot agree how to proceed, then the matter shall be dealt with in accordance with clause 29; and

4.4.3 all Minor Changes shall be determined by SEGfL and notified to the Supplier and shall take effect on such notification.

4.5 Each Customer shall be entitled at any time during the Call-off Period to request that the Supplier provides any or all of the Phase 4 Services subject to following the procedures for the award of Call-off Contracts under clauses 5 to 10.


4.6 The Supplier shall not be entitled to charge a Margin on any Third Party Element that exceeds the applicable Maximum Margin.

5. PROVISIONS RELATING TO THE FORMATION OF CALL-OFF CONTRACTS

5.1 Each Call-off Contract:

5.1.1 shall be in the form of the Template Call-off Contract with such amendments as may be agreed between the relevant Customer and the Supplier in order to more precisely formulate the terms of that Call-off Contract and/or any matters affecting the Proposed Solution; and

5.1.2 shall incorporate the General Terms and Conditions.

5.2 The Supplier shall, with the assistance of the Customer or the SEGfL Consultancy (where appropriate), prepare a draft Call-off Contract which, once agreed, the relevant Customer and the Supplier shall execute.

5.3 The Supplier shall assign to each Call-off Contract a unique Contract Number.

6. REQUIREMENTS FOR CALL-OFF CONTRACTS

6.1 Where a Customer requires Phase 4 Services, it shall consider the most appropriate process for the award of a Call-off Contract for those Phase 4 Services depending on the nature and scope of its requirements.

6.2 Customers may order Call-off Services either:

6.2.1 from the Supplier as Preferred Supplier without re-opening competition; or

6.2.2 from the Supplier following a mini-competition.

6.3 Mini-competitions shall be the preferred route for procuring Call-off Services that are not Catalogue Services.

6.4 The award of Call-off Services to a Preferred Supplier without re-opening competition shall be the preferred route for procuring Catalogue Services.

7. THE SEGFL CONSULTANCY

7.1 The parties acknowledge the role of the SEGfL Consultancy in respect of the assistance it can offer to SEGfL Members and Associate Members in assessing their requirements for Phase 4 Services and using effective processes for entering into Call-off Contracts, as set out in Schedule 8.

7.2 The Supplier further acknowledges that the SEGfL Consultancy may assist the SEGfL Member or Associate Member to run a mini-competition and to identify the capable Framework Holders to whom an SSR should be sent.


8. MINI-COMPETITION

8.1 Mini-competitions may be used to:

8.1.1 identify the most economically advantageous Call-off Services for a Customer where one or more Framework Holders are capable of providing a solution for an SSR; and

8.1.2 identify Best Value proposals for Call-off Services that may become Catalogue Services.

8.2 The process for running mini-competitions is set out in this clause 8. The SEGfL Consultancy may follow the process for running mini-competitions set out in this clause 8 and may also use the additional methods and processes set out in Schedule 8 to facilitate a mini-competition.

8.3 The process for running a mini-competition will normally follow four steps although the Customer may shorten this process if it considers it appropriate.

Step 1: Verification of scope and high-level solution

8.3.1 The Customer will issue an SSR to the Framework Holders.

8.3.2 The Framework Holders will have the opportunity to consult with the Customer and comment on the draft SSR.

Step 2: Expression of Interest

8.3.3 Each Framework Holder will be invited to confirm its interest in submitting a tender for the Call-off Services described in the SSR.

8.3.4 The Customer will assess all Framework Holders which have expressed an interest to ensure that only those Framework Holders which are capable of meeting the needs of the Customer are invited to tender for the required Call-off Services.

8.3.5 A Framework Holder may withdraw from the mini-competition at any time before the closing date stated in the SSR.

Step 3: Tenders

8.3.6 The Customer will notify those Framework Holders who have expressed an interest whether they have been assessed as capable of meeting the needs of the Customer.

8.3.7 The Customer will issue an invitation to tender to the Framework Holders who have been assessed as capable of meeting the needs of the Customer (the "Shortlisted Framework Holders").

8.3.8 Shortlisted Framework Holders may submit tenders by the date specified in the invitation.

Step 4: Evaluation of tenders and award decision

8.3.9 The Customer will evaluate tenders and select the winning tender either on the basis of the lowest price or the most economically advantageous tender, which shall be notified to Shortlisted Framework Holders in the invitation to submit a tender.

8.3.10 Where the award criterion is the most economically advantageous tender, tenders will be evaluated using following evaluation criteria (or more precisely formulated evaluation criteria notified to the Shortlisted Framework Holders in the invitation to submit a tender), together with weightings notified to Shortlisted Framework Holders in the invitation to submit a tender:


8.3.11 The Customer will notify Shortlisted Framework Holders of the name of the Shortlisted Framework Holder who has been evaluated as having submitted the lowest priced or most economically advantageous tender (as appropriate).

Timetable

8.3.12 The timetable for running a mini-competition will vary depending on the nature and complexity of the required Call-off Services, the time constraints on the Customer and the number of Shortlisted Framework Holders.

9. DIRECT AWARD

9.1 If a Customer requires Catalogue Services then it may send an SSR setting out details of the Catalogue Services it requires to the Supplier where the Supplier is the Preferred Supplier named in the SEGfL Catalogue.

9.2 If there is more than one Preferred Supplier of the required Catalogue Services named in the SEGfL Catalogue, then the Customer will use a mini-competition in accordance with clause 8 to determine which of the Preferred Suppliers it should use to meet its requirements.

9.3 Where a Customer sends an SSR for Catalogue Services to the Supplier then the Supplier shall provide a Proposed Solution which shall include:

9.3.1 where the implementation of the Catalogue Services requires access to Sites or systems before go-live, a Programme of Works;

9.3.2 the Charges and terms relating to the timing of invoicing of the Charges;

9.3.3 the terms relating to the treatment of title and risk in the Hardware and Software including any special arrangements for the insurance of Hardware located at the Sites;

9.3.4 the terms relating to any costed options for the Customer to extend an initial period of the Call-off Contract, subject always to clause 3; and

9.3.5 the terms, where applicable, on which Hardware and Software may be acquired by the Customer and/or transferred on expiry or termination of the Call-off Contract and the related Charges.

Evaluation Criteria

Criteria Weightings %

Evaluation Sub-criteria

Sub-criteria Weightings %

Quality 30 - 70

Price 30 - 70

100 100


10. EFFECT OF CALL-OFF CONTRACTS

10.1 The Supplier acknowledges and agrees that:

10.1.1 all obligations given or entered into (including all warranties and indemnities given) under this Framework Agreement and all liabilities incurred by the Supplier shall be given or entered into and incurred in favour of, and for the benefit of the Customers and each of them;

10.1.2 each Call-off Contract shall form a separate agreement between the relevant Customer and the Supplier in respect of the Call-off Services ordered under it; and

10.1.3 each Call-off Contract is made between the Customer contracting on its own behalf with the Supplier and sets out all the rights and obligations of the parties to it and no other Customer gives any warranties, indemnities or otherwise accepts any responsibility or liability under this Framework Agreement or any Call-off Contract for any obligation, debt or liability of, or incurred by, the Customer pursuant to a Call-off Contract.

11. LEGACY CALL-OFF CONTRACTS

11.1 The Customer and the Supplier acknowledge that it is in the interests of Customers and the Supplier that Legacy Services are migrated to Phase 4 Services wherever appropriate.

11.2 The Supplier shall actively seek opportunities to migrate to Phase 4 Services and shall make proposals to affected Customers and the SEGfL Consultancy.

11.3 The SEGfL Consultancy may carry out an audit of any Legacy Call-off Contract and make recommendations for the migration of the Legacy Services delivered under it to Phase 4 Services to SEGfL Members and Associate Members and the Supplier shall provide all reasonable assistance to the SEGfL Consultancy in carrying out such audit.

11.4 As part of the Legacy Management Service that the Supplier may provide to a Customer, the Supplier shall manage the Legacy Call-off Contracts of that Customer (but will not be responsible for the performance of the Legacy Services or incur any Service Deductions as defined under any Call-off Contract unless the Legacy Call-off Contract is with the Supplier) and integrate the Legacy Services delivered under them, including using reasonable endeavours to seek to vary the terms of Legacy Call-off Contracts to reflect the terms of the Call-off Contract and to seek to novate sub-contracts where appropriate.

12. EXCLUSIVITY AND COMPETITION

12.1 The Supplier acknowledges that it is not the exclusive supplier of the Phase 4 Services and that the Customer may have entered into similar agreements for similar services with other suppliers and that a Customer may obtain all or any of the Phase 4 Services from any other Framework Holder.

12.2 The Supplier shall not and shall procure that no Supplier Party within the same Group as the Supplier shall enter into any arrangements with any other Framework Holder which are, or could become, anti-competitive and/or restrict the ability of the Customers to run effective mini-competitions.


12.3 Nothing in clause 12.2 shall prohibit the Supplier or Supplier Parties from entering into agreements with other Framework Holders in response to specific requirements for Phase 4 Services with the consent of the relevant Customer.

13. RECORDS OF STATEMENTS OF SERVICE REQUIREMENTS AND CALL-OFF CONTRACTS

13.1 The Supplier shall keep throughout the Term, and shall retain for six (6) years after expiry or termination of this Framework Agreement, an up to date a record of all SSRs received and Call-off Contracts agreed during the Term (the "Register") comprising:

13.1.1 a list of the Phase 4 Services ordered by each Customer;

13.1.2 the Charges applicable to each of the Call-off Contracts;

13.1.3 a record of the start and end dates of each Call-off Contract;

13.1.4 the Supplier Representatives and Supplier Parties providing the required Phase 4 Services;

13.1.5 a list of the Sites together with contact details for the appropriate representative at such Sites; and

13.1.6 any other information regarding the Phase 4 Services required by the SEGfL Representative from time to time.

13.2 The Supplier shall at its own cost make the Register available to the Customer in accordance with clause 25.

14. SECURITY POLICY AND STANDARDS

The Supplier shall, at all times during the Term and at no cost to SEGfL or Customers (except under a Call-off Contract), comply with, and procure that each Supplier Party complies with, the security policies referred to in Schedule 3.

15. REPRESENTATIVES

15.1 SEGfL shall, within five (5) Business Days of the Effective Date, by giving written notice to the Supplier, appoint the SEGfL Representative who shall have the authority to act on behalf of SEGfL on the matters set out in, or in connection with this Framework Agreement. SEGfL may by further written notice or notices to the Supplier revoke or amend the authority of the SEGfL Representative or appoint a new SEGfL Representative.

15.2 The Supplier shall, within five (5) Business Days of the Effective Date, by giving written notice to the SEGfL, appoint a Supplier Representative who shall have the authority to act on behalf of the Supplier on all matters in connection with this Framework Agreement. The Supplier may by further written notice or notices to SEGfL revoke or amend the authority of the Supplier Representative or appoint a new Supplier Representative.

15.3 The respective Representatives of each of SEGfL and the Supplier shall be sufficiently senior within the relevant organisation, and granted sufficient authority by such organisation


over its management and (in the case of the Supplier Representative, the Supplier Parties) to ensure full cooperation in relation to the operation of this Framework Agreement.

15.4 SEGfL may notify the Supplier that it requires that the Supplier Representative be changed where SEGfL is at any time dissatisfied on reasonable grounds with the performance of the Supplier Representative or if the Supplier Representative becomes the subject of a Conviction and, within three (3) months of such notification, the Supplier will appoint a competent substitute at no additional cost to SEGfL or any Customers.

15A. SUPPLIER PERSONNEL

15A.1 The Supplier shall procure that, in respect of all staff or persons (including Sub-Contractors) who will be carrying out Call-Off Services (each a "Named Employee"), before a Named Employee begins to perform a Sensitive Function:

15A.1.1 each Named Employee is questioned as to whether he or she has any Convictions;

15A.1.2 the results are obtained of a check of the most extensive available kind made with the Disclosure and Barring Service in respect of each Named Employee;

15A.1.3 (to the extent required by the Disclosure and Barring Scheme) the results are obtained of a check of the most extensive available kind made with the Disclosure and Barring Service in respect of each Named Employee; and

15A.1.4 to the extent permitted by Law, a copy of the results of such checks as are referred to in clauses 15A.1.1 to 15A.1.3 are notified to SEGfL.

15A.2 The Supplier Representative shall procure that:

15A.2.1 (to the extent required by the Disclosure and Barring Scheme) all persons performing any Sensitive Function shall be registered with the Disclosure and Barring Service and that where registration is required no persons who are not registered with the Disclosure and Barring Service perform a Sensitive Function;

15A.2.2 no person who appears on a Barred List following the results of a Disclosure and Barring Service check shall be engaged in the performance of a Sensitive Function; and

15A.2.3 it shall and shall procure that all Sub-Contractors shall comply with all reporting requirements to the Disclosure and Barring Service.

15A.3 The Supplier Representative shall procure that no person who discloses any Convictions or who is found to have any Convictions, following the results of a Disclosure and Barring Service check, performs a Sensitive Function without SEGfL's prior written consent.

15A.4 In so far as permitted by Law, the Supplier Representative shall procure that SEGfL is kept advised at all times of any member of staff or any employee of any Sub-Contractor involved in the provision of the Phase 4 Services who:

15A.4.1 subsequent to his/her commencement of employment, receives a Conviction which becomes known to the Supplier or any Supplier Party or whose previous Convictions become known to the Supplier or any Supplier Party;

15A.4.2 in respect of whom information is referred by the Supplier or any Supplier Party to the Disclosure and Barring Service pursuant to the Disclosure and Barring Scheme; or

15A.4.3 the Disclosure and Barring Service is "minded to bar" or who is placed on a Barred List pursuant to the Disclosure and Barring Scheme which becomes known to the Supplier or any Supplier Party.


15A.4 In the event that any member of staff or any employee of any Sub-Contractor involved in the provision of the Phase 4 Services is subsequently added to a Barred List, the Supplier Representative shall procure that such member of staff or employee of a Sub-Contractor no longer performs any Sensitive Function.

16. MEETING AND REPORTING

Meetings with the SEGfL Representative

16.1 The Supplier Representative shall attend meetings with the SEGfL Representative within twenty (20) days of the end of each Quarter (the "Quarterly Meetings"). The time and date of the Quarterly Meetings shall be determined by the SEGfL Representative acting reasonably.

16.2 At each Quarterly Meeting, the Supplier Representative shall provide written reports setting out the following information in the format required by the SEGfL Representative:

16.2.1 details of new Catalogue Services offered by the Supplier;

16.2.2 records of SSRs received from and Call-off Contracts entered into with Customers;

16.2.3 progress made on each of the Call-off Contracts including the Call-off Services ordered and the number of Sites receiving the Call-off Services;

16.2.4 faults reported and resolved, fault resolution times and details of remedial actions undertaken to prevent any recurrence;

16.2.5 details of all of the Sites where Service Levels are not being (or have not been) met;

16.2.6 details of all of the Sites not receiving the Phase 4 Services (or any of them);

16.2.7 the aggregate of all Service Deductions incurred and an explanation of the circumstances surrounding such Service Deductions together with an indication of the remedies adopted or, in the case of those still outstanding, proposals for remedying such circumstances;

16.2.8 details of any security incidents;

16.2.9 a consolidated report prepared in accordance with each of the Call-off Contracts detailing actual overall performance of the Call-off Services generally and against the Service Levels and in particular identifying any difficulties or disputes between with Customers;

16.2.10 details of all changes agreed in relation to Call-off Contracts and all charges levied pursuant to such changes and details of outstanding changes not yet agreed;

16.2.11 any changes to any Supplier Party and the Supplier's proposal for replacing a Sub-Contractor or engaging a new Supplier Party;

16.2.12 proposals for improvements to the Phase 4 Services and the technology used to provide the Phase 4 Services;

16.2.13 a copy of any Certificates issued pursuant to the Call-off Contracts under the provisions of clause 25 of the General Terms and Conditions; and

16.2.14 details of Exit Managers appointed by the Supplier and Customers pursuant to Call-off Contracts and any changes to Exit Managers.


16.3 At each fourth Quarterly Meeting, the Supplier Representative shall include in the information listed in clause 16.2:

16.3.1 proposals for any possible improvement (from SEGfL's viewpoint) in the Charging Principles; and

16.3.2 an update on the exit plans produced for Customers pursuant to Call-off Contracts.

16.4 The reports presented to the SEGfL Representative in accordance with clauses 16.2 and 16.3 shall be in a printable "online" format, or in paper or Word or Excel format, as notified by the SEGfL Representative.

Meetings with Customers

16.5 The Supplier Representative shall attend meetings with the Customers and/or other Framework Holders at such times and dates as shall be advised by any Customer having given reasonable notice in writing of such meeting.

Service Website

16.6 The Supplier shall at all times throughout the Term and for twelve (12) months thereafter provide:

16.6.1 access to a private, secure website showing a graphic representation of the connectivity achieved to all the Sites pursuant to Call-off Contracts which shall also be accessible by the SEGfL Representative and all Customers but in respect of Sites relevant to them only; and

16.6.2 in a reasonable time and free of additional charges, such additional and/or ad hoc management information reports as may reasonably be requested by SEGfL or Customers.

16.7 In respect of the website referred to in clause 16.6, the Supplier:

16.7.1 shall ensure that each authorised user of the website has a secure user name and password allowing access at all times during the Term; and

16.7.2 shall grant (or procure the grant) to each Customer of an irrevocable, non-exclusive, royalty-free licence (including the right to sub-license) to use such website both during and for twelve (12) months after expiry of the Term.

17. CHANGES TO THE CUSTOMER

17.1 The Supplier acknowledges that the Customer may change over the Term by:

17.1.1 a change in the membership of SEGfL in accordance with the Joint Agreement by:

(a) the addition, removal or resignation of SEGfL Members; and/or

(b) the addition, removal or resignation of Associate Members;

17.1.2 a change in the membership of JNT Association by the addition, removal or resignation of members of JNT Association; and/or

17.1.3 the closure of schools or the opening of new schools located within the areas of the SEGfL Members, Associate Members who are local authorities and Oxfordshire County Council.


17.2 Any such change to the Customer shall take effect from (in the case of changes pursuant to clauses 17.1.1 and 17.1.2) the date of written notice by SEGfL to the Supplier regarding such change and (in the case of changes pursuant to clause 17.1.3) the date of the closure or opening of the relevant school and the Supplier shall:

17.2.1 treat additional Customers as Customers for the purposes of this Framework Agreement;

17.2.2 treat additional SEGfL Members or Associate Members as SEGfL Members or Associate Members for the purposes of this Framework Agreement; and

17.2.3 shall not enter into a Call-off Contract with any person who has ceased to be a Customer.

17.3 Where a Call-off Contract has already been entered into with a Customer who subsequently ceases to be a Customer the remaining period of that Call-off Contract shall not exceed three (3) years from the date on which the Customer ceases to be a Customer.

18. TECHNOLOGY APPRAISAL

18.1 The Supplier acknowledges and understands the necessity for SEGfL to always consider and evaluate any technological advancements and innovations in order to comply with the Best Value Duty.

18.2 The Supplier undertakes throughout the Term to monitor the telecommunications industry (nationally and internationally), for new technologies (including new hardware, software, new technology management and operational improvements and trends) that could be used in the provision or support of the Phase 4 Services (or any of them).

18.3 The Supplier Representative shall, at the Quarterly Meetings, update the SEGfL Representative regarding such new technologies and provide a written appraisal of the effect such new technologies may have on the Phase 4 Services, Service Levels and/or the Charging Principles.

18.4 The Supplier shall provide reasonable assistance to the SEGfL Representative to facilitate its evaluation of the relevance of new technologies (whether known to the SEGfL Representative or as a subject of the Supplier's appraisal pursuant to clause 18.3) with regard to the provision of the Phase 4 Services.

18.5 If the SEGfL Representative approves any new technologies, any decision regarding implementation shall be effected through the Change Control Procedure.

19. INTELLECTUAL PROPERTY RIGHTS

19.1 Ownership and licensing of Intellectual Property Rights

No Intellectual Property Rights in the trade marks or brands of SEGfL or any Customer shall be used by the Supplier or a Supplier Party without the prior written consent of the appropriate party.

19.2 Intellectual Property Rights indemnity

The Supplier shall be responsible for and shall on demand indemnify and keep SEGfL, each Customer and each permitted user of the Phase 4 Services provided by the Supplier,


indemnified at all times from and against any liability, action, demand or claim for infringement or alleged infringement of any Intellectual Property Rights used to deliver the Phase 4 Services (including Intellectual Property Rights in the Specially Written Software (if any)), except to the extent it:

19.2.1 arises as a direct result of the Supplier acting on the instructions of SEGfL or any Customer (other than where those instructions are expressly set out in this Framework Agreement); or

19.2.2 arises from the wilful misconduct of SEGfL or any Customer, its employees, agents or contractors including wilful breach of the terms of any licence of Intellectual Property Rights agreed by SEGfL or any Customer.

19.3 Each party shall promptly notify the other in writing when it becomes aware of any IPR Claim being brought or any losses arising.

19.4 Any IPR Claim brought shall be managed by the Supplier at its own expense and the Supplier shall keep SEGfL fully informed and consult with SEGfL with respect to any such IPR Claim.

19.5 The Supplier shall manage all IPR Claims with all due diligence.

19.6 SEGfL shall at the reasonable request of the Supplier provide reasonable assistance to the Supplier in the management of any IPR Claim and where SEGfL does so assist:

19.6.1 the Supplier shall reimburse SEGfL for any costs and expenses incurred in so doing including full legal costs and disbursements on a client paying basis (but subject always to clause 19.9); and

19.6.2 SEGfL shall not make any admissions which could be prejudicial to the defence or settlement of the IPR Claim, (or could increase direct or indirect losses arising from such IPR Claim) without the prior written consent of the Supplier (which the Supplier shall be free to give or withhold subject to its absolute discretion). The Supplier will have sole defence of all IPR claims.

19.7 Where any IPR Claim is brought, and is successful or is settled, the Supplier shall as soon as is reasonably practicable (at its own expense) and as required either:

19.7.1 modify the Phase 4 Services so as to avoid the infringement or the alleged infringement provided that:

(a) the performance and functionality of the modified Phase 4 Services shall be at least equivalent to the performance and functionality of the original Phase 4 Services;

(b) there is no adverse effect upon SEGfL or any Customer;

(c) there are no additional costs occasioned thereby which must be borne by SEGfL or any Customer; and

(d) the terms of this Framework Agreement shall apply to the modified Phase 4 Services as they applied to the original Phase 4 Services; or


19.7.2 procure a licence to enable the Supplier lawfully to deliver the Phase 4 Services without additional cost to SEGfL or any Customer,

and, in addition to its obligations under clauses 19.7.1 and 19.7.2 (or, where SEGfL agrees, as an alternative to its obligations under those clauses), the Supplier shall take such other action as the Supplier may propose (if any) and SEGfL agrees to in order to avoid or settle such IPR Claim.

19.8 Without prejudice to any other rights of SEGfL or any Customer under this Framework Agreement, if a modification in accordance with clause 19.7.1 is not possible so as to avoid the IPR Claim and any losses, or the Supplier has been unable to procure a licence in accordance with clause 19.7.2 or is otherwise unable to avoid or settle the IPR Claim and any losses in accordance with clause 19.7, the Supplier shall be liable for all costs of obtaining the Phase 4 Services from a Replacement Supplier pursuant to the terms of this Framework Agreement and Schedule 6 of the Call-off Contracts.

19.9 Clauses 19.2 to 19.8 shall not apply in respect of any IPR Claims or losses to the extent arising from:

19.9.1 any use by SEGfL or any Customer of the Phase 4 Services in combination with any item not supplied or approved by the Supplier (or otherwise provided for or anticipated by this Framework Agreement); or

19.9.2 any modification carried out by SEGfL or any Customer to any item supplied by the Supplier under this Framework Agreement where such modification is not authorised by the Supplier.

19.10 Domain names

The Supplier undertakes:

19.10.1 not at any time to register in connection with the provision of the Phase 4 Services any domain name containing the name of SEGfL or any Customer, any name similar to SEGfL or any Customer or any name comprising an abbreviation of the name of SEGfL or a Customer or of any name similar to SEGfL or any Customer without the prior permission of the SEGfL Representative or the Customer (as appropriate); and

19.10.2 where permission is granted pursuant to clause 19.10.1, the Supplier shall register the domain name in the name of the Council or the relevant Customer (as appropriate), provided that the Supplier shall be entitled to retain administrative control of the domain name.

20. SEGFL DATA

20.1 The Supplier acknowledges that it has no rights of ownership in the SEGfL Data or any Intellectual Property Rights subsisting therein, and it shall not use the SEGfL Data except in compliance with the express provisions of this Framework Agreement.

20.2 The Supplier shall comply with the provisions of clause 14 in such a manner as to preserve so far as possible the integrity and prevent any loss, disclosure, theft, manipulation or interception of the SEGfL Data and shall make secure back-up copies of the SEGfL Data at such regular intervals as may reasonably be specified by the SEGfL Representative from time to time.


20.3 Where the Supplier or a Supplier Party acquires by operation of Law, title to the Intellectual Property Rights in any of the SEGfL Data, the Supplier shall assign (or procure that the Supplier Party assigns) to SEGfL or a third party nominate by SEGfL on the written request of SEGfL (whenever made) those Intellectual Property Rights.

21. CONFIDENTIALITY

21.1 Neither party (the "Disclosing Party") shall disclose to any third party:

21.1.1 any Confidential Information of the other party (the "Owner");

21.1.2 the terms of this Framework Agreement or any part of it; or

21.1.3 any details of the Phase 4 Services (or any part of them),

21.1.4 without the prior written consent of the Owner except as may be expressly provided in this Framework Agreement or necessary for the performance of Call-off Contracts.

21.2 In particular (without limitation to the generality of clause 21.1) the Supplier shall keep confidential all information regarding the Customer, its operations or financial affairs or other information which comes to the Supplier's knowledge under or as a result of a Call-off Contract and shall not disclose it to any third party or use it other than for performance of the Phase 4 Services.

21.3 Clauses 21.1 and 21.2 shall not apply to the extent:

21.3.1 the Owner has given its prior written consent to such disclosure;

21.3.2 such disclosure is a requirement of Law;

21.3.3 such information is in the public domain otherwise than by failure of the Disclosing Party to comply with clause 21.1 and (where appropriate) clause 21.2;

21.3.4 such information was in the possession of the Disclosing Party before the Effective Date; or

21.3.5 such information is obtained from a third party who is free to divulge the same.

21.4 The Supplier shall only divulge Confidential Information regarding SEGfL or comprising any Intellectual Property Rights of SEGfL to those employees who are directly involved in the provision of the Phase 4 Services and shall ensure that such employees are aware of and comply with these obligations as to confidentiality.

21.5 The Supplier shall ensure that all Supplier Parties are bound by the requirements of clause 21.

21.6 The provisions of clause 21 shall continue in force notwithstanding the expiry or termination of this Framework Agreement.

21.7 Subject to clause 32, the Supplier indemnifies and keeps SEGfL indemnified from all loss and damage caused by or resulting from its breach of this clause 21.


22. DATA PROTECTION AND FREEDOM OF INFORMATION

22.1 The Supplier undertakes at all times throughout the Term to comply (and to procure the compliance of the Supplier Parties) with the Data Protection Legislation and shall, within ten (10) Business Days of a written request to do so, provide to the SEGfL Representative a written description of its technical and organisational measures implemented to comply with this clause 22.1 in sufficient detail to enable SEGfL to determine whether such measures are sufficient to ensure that SEGfL is complying with the Data Protection Legislation.

22.2 The Supplier undertakes that it and each Supplier Party shall:

22.2.1 do all such actions as are necessary to ensure that it has fulfilled, and will continue to fulfil, the obligations in clause 22.1; and

22.2.2 co-operate with SEGfL in respect of its compliance with the Data Protection Legislation in respect of its rights, benefits and/or obligations under this Framework Agreement and its rights and benefits (if any) under each Call-off Contract.

22.3 The Supplier shall, and shall procure that each Supplier Party shall:

22.3.1 comply with all reasonable requests by SEGfL; and

22.3.2 provide all such reasonable assistance as may be required by SEGfL,

to enable SEGfL to comply with its obligations under the FOIA and the EIR in respect of its rights, benefits and/or obligations under this Framework Agreement and its rights and benefits (if any) under each Call-off Contract.

22.4 The Supplier acknowledges that SEGfL shall be responsible for determining, in its absolute discretion and notwithstanding any other provision in this Framework Agreement or any other agreement, whether the Commercially Sensitive Supplier Information is exempt from disclosure in accordance with the provisions of FOIA or excepted from disclosure under the EIR.

22.5 The Supplier acknowledges that the Commercially Sensitive Supplier Information is of indicative value only and that SEGfL may be obliged to disclose it under FOIA or the EIR.

22.6 In no event shall the Supplier respond directly to a Request for Information unless expressly authorised to do so by the SEGfL Representative.

23. REGULATORY COMPLIANCE

In addition to any express provisions in this Framework Agreement, the Supplier shall observe and comply with all Laws, Standards and Good Industry Practice applicable to the Phase 4 Services.

24. WARRANTIES, UNDERTAKINGS AND INDEMNITIES

24.1 The Supplier warrants, undertakes and represents that:

24.1.1 this Framework Agreement is executed by a duly authorised representative of the Supplier;


24.1.2 the Phase 4 Services will be carried out with all due skill and care of a diligent provider of similar or identical services;

24.1.3 all staff, employees, and Supplier Parties assigned to the performance of the Phase 4 Services shall possess such skill, qualifications, knowledge and experience as is necessary for the proper performance of the Phase 4 Services;

24.1.4 any information relating to or supplied by the Supplier included or referred to in this Framework Agreement or supplied pursuant to the Change Control Procedure relating to a Generic Change is (or will be) true, accurate and complete and may be relied on by SEGfL and Customers;

24.1.5 it shall advise SEGfL on an ongoing basis of any material adverse change in the financial position of the Supplier since the date of the financial information provided to SEGfL with the Supplier's expression of interest in the Project;

24.1.6 without prejudice to its obligations in clause 28, the Phase 4 Services shall be provided in accordance with Good Industry Practice, all applicable Laws and regulations, and in accordance with any applicable standards or other compulsory guidelines, directives or requirements published by any regulatory or other authorised body;

24.1.7 it has identified, procured and maintained all the necessary consents, permissions, approvals, permits, licences and authorisations required to enter into and fulfil its obligations under this Framework Agreement and the General Terms and Conditions and to the best of the Supplier's knowledge and belief (having made reasonable enquiries) there are no circumstances which exist which could lead to any of such consents, permissions, approvals, permits, licences or authorisations being revoked or not being renewed in whole or in part;

24.1.8 the Phase 4 Services, Documentation and other Supplier materials required to be delivered to SEGfL and Customers do not infringe any patent, copyright, trade secret, trademark, invention, proprietary information, nondisclosure obligation, or other rights of any third party and the Supplier shall inform SEGfL and Customers if they are required to enter into any licences with any third party in order lawfully to receive the Phase 4 Services;

24.1.9 the software used in the performance of the Phase 4 Services shall be capable of managing and processing date data (including but not limited to calculating, comparing and sequencing) from, into and between centuries, including leap year calculations, and shall ensure that all third party products and services and each Customer's customised date data processing materials used in combination with the Phase 4 Services properly manage and process and exchange date data with the Phase 4 Services.

24.2 In respect of this Framework Agreement, the Council warrants, undertakes and represents that:

24.2.1 it is a duly authorised representative of SEGfL; and

24.2.2 it has full capacity and authority needed to enable it to enter into this Framework Agreement for the benefit of each Customer.

24.3 Except as expressly provided in this Framework Agreement, all warranties, whether express or implied, are hereby excluded to the extent permitted by Law.


24.4 Subject to clause 32 if the Supplier is required by SEGfL or a Customer to process any SEGfL Data (and for the avoidance of doubt merely facilitating the transmission of data on network infrastructure made available as part of the Phase 4 Services is not processing for these purposes), the Supplier shall on demand indemnify and keep SEGfL and each Customer jointly and severally indemnified at all times from and against all loss and damage arising from or as a result of:

24.4.1 any loss, destruction, corruption, degradation or inaccuracy of SEGfL Data arising by reason of any act or omission of the Supplier or any Supplier Party (including any breach by the Supplier of any of its obligations under this Framework Agreement, any tortious act or omission (including negligence) or otherwise);

24.4.2 its breach of clause 21 thereby caused; and

24.4.3 any breach by the Supplier or any Supplier Party of clause 22 thereby caused.

25. AUDITS

25.1 Access to records

25.1.1 The Supplier shall, during the Term and for a period of at least six (6) years after the Supplier's obligations under this Framework Agreement have come to an end, maintain (and shall procure that each Supplier Party maintains) complete and accurate documents and records relating to the supply of the Phase 4 Services including the information required pursuant to clause 13. The Supplier shall procure that all such records in the possession of a Supplier Party shall be available to it on a basis that permits the Supplier to disclose them to the Customers (or any of them) and the Supplier has included, or shall include, relevant terms in its contract with each Supplier Party to this effect.

25.1.2 Subject to clause 25.1.3, the Supplier grants to SEGfL and each Customer and their authorised agents and any statutory or regulatory auditors, a right of access to any of the Supplier premises, computer systems and any necessary records or documents relating to the Phase 4 Services in normal working hours (to be exercised upon reasonable advance written notice) not more than once during any Year, for the purpose of verifying that the Supplier is complying with the terms and conditions of this Framework Agreement.

25.1.3 If SEGfL or any Customer, acting reasonably, is aware of, or has reasonable grounds to suspect any material defect in the records maintained pursuant to clause 13, or fraud, or if the Supplier claims to be affected by a Force Majeure Event the Supplier shall ensure that SEGfL or that Customer, their authorised agents and any statutory or regulatory auditors shall be entitled to have access to the Supplier's premises, computer systems and all necessary records at any time and as required by SEGfL or that Customer from time to time to the extent necessary to investigate the matter.

25.2 Statement of Value

25.2.1 The Supplier shall provide to the SEGfL Representative a Statement of Value containing the annual figure that it has received under all Call-Off Contracts during the Year within ten (10) Business Days of the end of each Year.

25.2.2 If at any other time SEGfL, acting reasonably, is aware of, or has reasonable grounds to suspect fraud or a problem with the calculation of the Charges, the Supplier shall provide


a Statement of Value as soon as reasonably practicable after receiving a request from the SEGfL Representative. Any such request for a Statement of Value shall identify the period of time such Statement of Value is to relate to.

25.2.3 Following receipt of the Statement of Value, the Supplier shall provide to the SEGfL Representative such additional information as the SEGfL Representative may reasonably request so that SEfL can verify the accuracy of the Statement of Value.

25.2.4 Each Statement of Value shall be discussed between the parties at the next Quarterly Meeting following receipt by the SEGfL Representative.

25.2.5 Compliance with the provisions of this clause 25 shall require the Supplier and all Supplier Parties to keep books of account in accordance with best accountancy practice and the Supplier shall have (and procure that all the Supplier Parties shall have) the books of account available for inspection upon reasonable notice.

25.2.6 The Supplier shall permit records referred to in this clause 25 to be examined and copied by the SEGfL Representative, representatives of the Customers and any nominees of, or persons appointed by, any statutory body with the right to audit SEGfL or any Customer.

25.2.7 Upon expiry or termination (however caused) of this Framework Agreement and in the event that SEGfL wishes to enter into another contract for the operation and management of the Project the Supplier shall (and shall ensure that the Supplier Parties shall) comply on being given reasonable notice with all reasonable requests of the SEGfL Representative to provide information relating to the Supplier's costs of operating and maintaining the Project.

25.2.8 The cost and expense of any audit or inspection (apart from the Supplier's costs of the one allowed under clause 25.1.2) shall be borne by SEGfL unless either any material miscalculation of any part of the Charges is detected through such audit, or the Supplier fails to comply with any request for access to premises, records and other information which is made in accordance with this clause 25 or any Statement of Value is incomplete or inaccurate in any material respect, in which case the Supplier shall promptly refund to SEGfL:

(a) the full cost and expense of the such audit (including the auditor's or accountant's fees and/or expenses); and

(b) the full amount of any underpayment to SEGfL, together with interest on that amount calculated from day to day at a rate per annum equal to three per cent above the base rate of Barclays Bank PLC from the date of that underpayment to SEGfL, as the case may be, up to and including the date that the shortfall is paid in full by the Supplier.

25.2.9 Following an audit the SEGfL Representative may discuss its findings with the Supplier and, if appropriate, but without prejudice to other rights and remedies of SEGfL and each Customer, the parties shall agree a plan (including a timetable to implement the plan) to address any concerns identified in an audit. If the parties fail to agree as to whether a plan is appropriate or fail to agree on the plan, the matter shall be dealt with in accordance with clause 29. If an audit demonstrates that the Supplier is materially failing to comply with any of its obligations under this Framework Agreement, then, without prejudice to other rights and remedies of SEGfL and each Customer, the SEGfL Representative may, by written notice to the Supplier terminate this Framework


Agreement immediately if such failure has not been remedied within twenty (20) Business Days of the date of such notice identifying the failure and requiring its remedy.

26. PAYMENT OF ANNUAL MANAGEMENT CHARGE

26.1 On the Annual Management Charge Payment Date the Supplier shall pay to SEGfL the Annual Management Charge.

26.2 The Supplier shall pay the Annual Management Charge in full without any set-off (subject to receipt of the appropriate invoice from SEGfL.

26.3 SEGfL shall be entitled, without prejudice to any other right or remedy, to charge interest on any payment of the Annual Management Charge made after the Annual Management Charge Payment Date at the rate of three per cent above the base rate from time to time of Barclays Bank PLC calculated from day to day from the day after the relevant Annual Management Charge Payment Date up to and including the date of payment.

27. CHARGES

27.1 Subject to clause 27.2, the Charges for each Call-off Contract shall be the aggregate Charges for the relevant Call-off Services and shall be consistent with the Charging Principles.

27.2 The Supplier shall provide such information and evidence to the SEGfL Representative as is reasonably necessary for the SEGfL Representative to reach an informed decision on the level of pricing appropriate to the Phase 4 Services.

27.3 The Supplier may request (and SEGfL shall not refuse unless the Supplier’s request is unreasonable in all circumstances) an increase to the Charges at any time during the Term provided that:

27.3.1 the increase is a direct result of an increase in the payments the Supplier is required to make for wholesale services that are price-regulated by Ofcom; and

27.3.2 such increase required by the Supplier is no greater than the increase in payments made by the Supplier, plus a corresponding profit margin, provided that the percentage level of profit margin shall not increase.

27.4 No change in the Charging Principles shall be effective unless agreed under clause 28.

28. CHANGE CONTROL

28.1 Unless otherwise expressly provided, all Generic Changes shall be dealt with in accordance with Schedule 7.

28.2 Any change that is not a Generic Change shall be dealt with in accordance with the appropriate provisions of the Call-off Contract.

28.3 The SEGfL Representative shall notify the Supplier, each Customer and all Framework Holders of agreed Generic Changes to the General Terms and Conditions.


29. DISPUTE RESOLUTION

29.1 Any Dispute between the parties shall be resolved in accordance with this clause 29 except where it has been excluded from this procedure by an express term of this Framework Agreement.

29.2 Nothing in this clause 29 shall prevent the parties from seeking from any court of competent jurisdiction an interim order restraining the other party from doing any act or compelling the other party to do any act.

29.3 Where a Dispute has arisen either the SEGfL Representative or the Supplier Representative may give written notice to the other and both parties shall consult in good faith in an attempt to come to an agreement in respect of the Dispute. The Representatives shall meet within five (5) Business Days of receipt of the notice and shall attempt to resolve the Dispute within five (5) Business Days of meeting. Such Representatives shall have either the authority to settle the Dispute on behalf of their party or be accompanied by an individual who is so authorised.

29.4 If the Dispute is not resolved between the Representatives within five (5) Business Days of the meeting of the SEGfL Representative and the Supplier Representative either Representative may refer the Dispute to the Chairman of the SEGfL Steering Group for SEGfL, and Alistair Goulden, Internet Hosting Manager for the Supplier for resolution, both of whom may bring a technical representative to the meeting. Those inidividuals shall meet for discussion within ten (10) Business Days of service of the referral notice pursuant to this clause 29.4 at a mutually agreed time and place or failing agreement within two (2) Business Days of the date of such referral notice at the time and place specified by the party serving notice provided such place is at a neutral location within England and that the meeting is to take place within normal business hours.

29.5 If the Dispute is not resolved between the parties through any of the applicable procedures provided for under clause 29.3 or 29.4, then the parties shall consider whether to refer the Dispute to a mediation and it shall be referred to mediation unless either:

29.5.1 SEGfL considers that the Dispute is not suitable for resolution by mediation; or

29.5.2 the Supplier does not agree to mediation.

29.6 The mediation shall be conducted in accordance with the Centre for Effective Dispute Resolution Model Mediation Procedure and the following shall prevail in the event of a conflict with that procedure:

29.6.1 the mediation shall be conducted by a single mediator who shall be appointed by agreement in writing between the parties or, if the parties are unable to agree on the identity of the mediator within ten (10) Business Days of the date of the request that the Dispute be determined by a mediator, or if the mediator appointed is unable or unwilling to act, shall be appointed by the Centre for Effective Dispute Resolution on the application of either party;

29.6.2 the mediation shall be conducted in London and in the English language;

29.6.3 the mediation shall be conducted in private and without prejudice to the rights of the parties in any future proceedings; and


29.6.4 the mediation shall be held as soon as practicable but in any event within twenty (20) Business Days of the appointment of the mediator pursuant to clause 29.6.1.

29.7 If the Dispute relates to any aspect of the technology underlying the Phase 4 Services or is otherwise of a scientifically technical nature and the Dispute has not resolved between the parties through any of the applicable procedures provided for under clauses 29.3 to 29.6 then either party may require by notice in writing to the other, that the Dispute be referred to an independent third party for determination. The independent third party shall be appointed by agreement in writing between the parties. If the parties fail to agree such appointment within five (5) Business Days of such notice or if the person appointed is unable or unwilling to act, the independent third party shall be appointed by the British Computer Society (or such association understood by the parties to have replaced it).

29.8 The independent third party appointed pursuant to clause 29.7:

29.8.1 shall act as an expert and not as an arbitrator and shall act fairly and impartially;

29.8.2 shall make a determination which shall (in the absence of a material failure to follow the correct procedures) be final and binding on the parties;

29.8.3 shall decide the procedure to be followed in the determination and shall be requested to make its determination in writing within thirty (30) days after his appointment or as soon as reasonably practicable thereafter and the parties shall assist and provide such documentation as the independent third party shall require for the purposes of the determination; and

29.8.4 shall determine by whom the costs of the determination, including the fees and expenses of the independent third party, are to be paid.

29.9 Any amount payable by one party to another as a result of the independent third party's determination shall be due and payable within seven (7) days of that determination being notified by the parties.

29.10 The appointment of the independent third party and the procedure decided upon in accordance with clause 29.8.3 shall be conducted in private and shall be confidential.

29.11 The time limits set out in this clause 29 may be extended or reduced with the prior approval of SEGfL (such approval not to be unreasonably withheld or delayed).

30. TERMINATION

Without prejudice to any of its remedies and/or rights of action which have or shall accrue:

30.1 this Framework Agreement shall terminate automatically without further action required by either party on the expiry of the Term;

30.2 SEGfL shall be entitled to terminate this Framework Agreement on the occurrence of any of the following:

30.2.1 Withdrawal of funding by the DfE

Receipt of notice by SEGfL or announcement by the DfE of a material withdrawal of funding for the Project for any cause (and in these circumstances SEGfL shall give the Supplier as much prior notice of termination as is reasonably practicable).


30.2.2 By notice

At any time and for any reason whatsoever by SEGfL giving not less than six (6) months' notice to the Supplier specifying the date from which termination shall be effective.

30.2.3 For material breach

Immediately by notice in writing to the Supplier if the Supplier commits a material breach of this Framework Agreement which in the case of a breach capable of remedy has not been remedied within twenty (20) Business Days of receipt by the Supplier of a notice (or such other longer period as SEGfL may indicate in such notice) identifying the breach and requiring its remedy, for the purposes of this clause 30.2.3, any of the following shall be a material breach but this in not intended to be an exhaustive list and material breach of an obligation described as a "warranty" may constitute grounds for termination:

(a) two (2) or more Call-off Contracts have been terminated for material breach;

(b) if the Supplier commits a series or number of breaches of this Framework Agreement which, when taken together, amount to a material breach;

(c) if the Supplier or any Supplier Party:

(i) has offered or given or agreed to give any person any gift or consideration of any kind as inducement or reward for doing or not doing, or for having done or not having done, any act in relation to the obtaining or performance of this Framework Agreement or any Call-off Contract;

(ii) shows favour or disfavour to any person in relation to this Framework Agreement and enters into this Framework Agreement in connection with which commission has been paid or has been agreed to be paid by the Supplier on its own behalf or to its knowledge unless before the Framework Agreement is entered into particulars of any such commission and of the terms and conditions of any such contract for the payment thereof have been disclosed in writing to SEGfL;

(iii) commits any offence under the Bribery Act 2010, under any law creating offences in respect of fraudulent act or at common law in respect of fraudulent acts in relation to this Framework Agreement, a Call-off Agreement or any other agreement or arrangement with the government; or

(iv) defrauds or attempts or conspires to defraud the Customer or the government.

30.2.4 For insolvency

If the Supplier, any parent or holding company of the Supplier (up to and including the Supplier's ultimate parent company) suffers an Insolvency Event.

30.2.5 For Change in Control

In the event of there being a Change of Control of the Supplier or (where the Supplier is a subsidiary company) its ultimate holding company save that where any such company is listed on a public stock exchange the right to terminate shall be restricted to circumstances where the party acquiring control of the relevant company is in SEGfL's reasonable opinion either likely materially to damage the reputation of SEGfL and/or is incompatible with acting as a supplier to a public body involved in the provision of educational services.


30.2.6 General

Where SEGfL has the express right to terminate under this Framework Agreement.

31. CONSEQUENCES OF EXPIRY OR TERMINATION

31.1 Within twenty (20) Business Days of expiry or termination of this Framework Agreement, however caused:

31.1.1 the Supplier shall deliver to the SEGfL Representative a list of Sites in accordance with clause 13.1.5 and shall pay any outstanding Annual Management Charge to the Council on behalf of SEGfL, such payment to made in accordance with clause 26; and

31.1.2 each party shall immediately return all of the other party's proprietary and confidential information to the extent that it is not required for current Call-off Contracts.

31.2 On expiry or termination (however caused) of this Framework Agreement the Supplier shall, if and to the extent requested by SEGfL:

31.2.1 provide to the SEGfL Representative the most up to date versions of the Register together with all such information regarding the Call-off Contracts including documenting the current work in progress in relation to each Call-off Contract, transferring all training materials and providing appropriate training to the Replacement Supplier to ensure a smooth handover of the Supplier's obligations (or such of them as may be appropriate) to the Replacement Supplier, providing any technical advice as may be required by the Replacement Supplier and answering all reasonable questions from the Council or the Replacement Supplier regarding the general nature of the Phase 4 Services;

31.2.2 co-operate fully with SEGfL if SEGfL wishes to conduct a competition prior to or after the date of expiry or termination (however caused) with a view to entering into an agreement that will replace this Framework Agreement, including by:

(a) providing any information that SEGfL reasonably requires to conduct such competition provided that for the avoidance of doubt, information which is commercially sensitive to the Supplier shall only be provided to SEGfL and no Customer shall pass such information to any competitor of the Supplier (and, for the purpose of this clause 31.2.2(a) commercially sensitive shall mean information which would if disclosed to a competitor of the Supplier give that competitor a competitive advantage over the Supplier and thereby prejudice the business of the Supplier); and

(b) assisting SEGfL by providing all (or any) participants in such competition process with access to the Sites;

31.2.3 co-operate fully with SEGfL and any Replacement Supplier in order to achieve a smooth transfer of the Phase 4 Services to the Replacement Supplier and to avoid or mitigate so far as reasonably possible any inconvenience or risk to SEGfL and Customers;

31.2.4 comply with the exit provisions in the Call-off Contracts; and

31.2.5 pass administrative control of any domain name registered by the Supplier to the Customer by providing user names and/or passwords, changing the administrative contact details or otherwise.


31.3 Subject to clause 31.4, early termination (however caused) of this Framework Agreement shall not affect any Call-off Contracts in effect as at that date and the obligations and rights of the Supplier, SEGfL and Customers in respect of such Call-off Contracts (including all relevant rights and obligations under the Framework Agreement) shall continue to apply to the relevant Call-off Contract until termination or expiry of each such Call-off Contract in accordance with their terms.

31.4 The parties agree that once the Supplier has been notified that this Framework Agreement is to be terminated the Supplier shall not, and shall procure that the Supplier Parties do not, without the prior consent of SEGfL:

31.4.1 vary or purport or promise to vary, the terms and conditions of employment of any Supplier Employee;

31.4.2 give notice to terminate or terminate the employment of any Supplier Employee;

31.4.3 recruit any Supplier Employee;

31.4.4 make any of its other employees Supplier Employees; or

31.4.5 remove any Supplier Employee.

31.5 Subject to clause 32 the Supplier undertakes to SEGfL that it shall fully indemnify and hold harmless and keep fully indemnified SEGfL and Customers jointly and severally in respect of each and every action, proceeding, liability, cost, claim, loss, expense (including legal expenses) and demand arising out of or in connection with any claim by any person:

31.5.1 which alleges, or is a consequence of, any act or omission by the Supplier on or before the termination or expiry of this Framework Agreement, whether such claim be in contract or in tort or under any Law or under a collective agreement for any remedy (including without limitation pursuant to the Transfer Regulations or the Employment Rights Act 1996 or for unfair dismissal, redundancy, statutory redundancy, unlawful deduction from wages, breach of contract, equal pay or sex, race or disability discrimination or pursuant to the Human Rights Act 1998); or

31.5.2 responsibility for which passes to the Replacement Supplier under the Transfer Regulations; or

31.5.3 which alleges that the Transfer Regulations apply to transfer any Supplier Employee's employment to the Replacement Supplier; or

31.5.4 which relates to the dismissal or termination of employment or any Supplier Employee.

31.6 Save as otherwise provided, expiry or termination (however caused) of this Framework Agreement shall be without prejudice to any accrued rights and obligations under or pursuant to this Framework Agreement as at the date of such expiry or termination, as appropriate.

31.7 Notwithstanding expiry or termination, the following clauses shall remain in full force and effect: clauses 1, 2, 10, 13, 19, 20, 24, 25, 31, 34, 35, 36, 38, 39, 40, 41, 42, 43, 44, 46, 47 and 48 or any other clause of this Framework Agreement which is expressed to survive expiry or termination (however caused) or which is required to give effect to such expiry or termination or the consequences of such expiry or termination.


32. LIMITATION OF LIABILITY

32.1 Notwithstanding any other provision of this Framework Agreement, neither party shall be entitled to recover compensation or make a claim under this Framework Agreement, or any other agreement in relation to this Framework Agreement in respect of any loss that it has incurred (or any failure of the other party) to the extent that it has already been compensated in respect of that loss or failure pursuant to this Framework Agreement, any Call-off Contract or otherwise.

32.2 Notwithstanding any other provision of this Framework Agreement, neither party limits or excludes its liability:

32.2.1 for fraud or fraudulent misrepresentation;

32.2.2 for death or personal injury caused by its negligence or in the case of SEGfL, the negligence of any Customer, and, in the case of the Supplier, of any Supplier Party; and

32.2.3 in respect of any implied conditions as to title.

32.3 The Supplier does not limit or exclude liability for direct losses which are subject to the indemnity under clause 19.2.

32.4 Subject to clauses 32.2 and 32.3, the aggregate liability of the Supplier in each Year whether arising from breach of contract, tort (including negligence), breach of statutory duty or otherwise under or in connection with this Framework Agreement shall in no event exceed five hundred thousand pounds (£500,000).

32.5 The aggregate liability of SEGfL in each Year, whether arising from tort (including negligence), breach of contract or otherwise under or in connection with this Framework Agreement (excluding for the avoidance of doubt liability arising under each Call-off Contract which shall be limited as set out in that Call-off Contract) shall in no event exceed one hundred thousand pounds (£100,000).

32.6 Subject to clause 32.2, in no event shall either party be liable to the other for:

32.6.1 indirect or consequential loss or damage; and/or

32.6.2 loss of profits, business, revenue, goodwill or anticipated savings.

32.7 The provisions of clause 32.6 shall not be taken as limiting the right of either party to claim from the other party for:

32.7.1 additional operational and administrative costs and expenses; and/or

32.7.2 any costs or expenses incurred that were wasted or rendered unnecessary,

resulting from the breach of contract or duty of the other party.

33. INSURANCES

The Supplier shall comply with the conditions and obligations in respect of insurances set out in the Call-off Contract save that the Supplier shall, in addition, provide the same information (with the same regularity) to the SEGfL Representative as it is required to provide to the Customer and shall indemnify SEGfL and each Customer jointly and severally under this Framework


Agreement in the same terms and to the same extent as it indemnifies the Customer under the Call-off Contract in respect of insurances.

34. EMPLOYEES

34.1 The parties do not intend there to be transfer of employment of any employees of the Customer at the Effective Date for the purposes of the Transfer Regulations.

34.2 Notwithstanding clause 34.1, the Supplier shall fully indemnify and keep indemnified SEGfL and each Customer jointly and severally against each and every action, proceeding, liability, costs, claims, loss, expense (including reasonable legal fees and disbursements) and demand arising out of or in connection with any claim by any persons engaged in the provision of the Phase 4 Services or any other persons employed or engaged by the Supplier, whether in contract or in tort or under any Law or otherwise for any remedy including, without limitation, claims for redundancy payments, unlawful deduction of wages, unfair, wrongful or constructive dismissal compensation, compensation for sex, race or disability discrimination, claims for equal pay, and compensation for less favourable treatment of part-time workers arising on or after the Effective Date.

34.3 The Supplier covenants that it will not for the duration of the Term and for a period of twelve (12) months after termination (however caused) or expiry of this Framework Agreement on behalf of itself or any other person directly or indirectly, entice or solicit away or endeavour to entice or solicit away any employee or independent contractor of SEGfL with whom the Supplier had dealings prior to such date of termination or expiry, as the case may be. Nothing in this clause 34.3 shall prevent any person from responding to bona fide public job advertisements.

34.4 Notwithstanding clause 34.1, if it is subsequently determined by a court or other tribunal of competent jurisdiction that the Transfer Regulations do apply on the Effective Date, or in the event that an employee of SEGfL or any Customer asserts that he or she is an employee of the Supplier, then:

34.4.1 the Supplier will, within ten (10) Business Days of becoming aware of that fact, give notice in writing to the SEGfL Representative;

34.4.2 the relevant Customer may offer employment to such person within twenty-one (21) days of the notification by the Supplier;

34.4.3 if such offer is accepted, the Supplier shall immediately release the person from his employment; and

34.4.4 if after that period has elapsed, no such offer of employment has been made or such offer has been made but not accepted, the Supplier may within fourteen (14) days give notice to terminate the employment of such person.

34.5 Subject to the Supplier acting in this way or in such other way as may be agreed between the Supplier and SEGfL, SEGfL will indemnify the Supplier against any liability, cost or loss incurred by the Supplier arising out of a claim by any persons engaged in the provision of the Phase 4 Services arising out of the termination of employment in relation to such person. If such person is neither re-employed by SEGfL or any Customer nor dismissed by the Supplier within the time scales set out in this clause 34, such person will be treated as being


an employee of the Supplier by virtue of Transfer Regulations and the Supplier shall have no further claim against SEGfL or the relevant Customer in respect of such person.

35. CONFLICTING PROVISIONS

35.1 In the event of any conflict between the terms of this Framework Agreement and any of its schedules or appendices, the terms of this Framework Agreement shall prevail.

35.2 In the event of any conflict between the terms of this Framework Agreement and any provision in a Call-off Contract, the terms of this Framework Agreement shall prevail, except in cases where the Supplier can demonstrate to the reasonable satisfaction of the SEGfL Representative:

35.2.1 that the conflicting provision in the Call-off Contract arises from a specific service requirement of the Customer;

35.2.2 that the conflicting provision in the Call-off Contract is not one of general application to all current or prospective Call-off Contracts; and

35.2.3 that the Supplier's obligations to SEGfL relating to the management and regulation of the Project and are not affected.

36. ASSIGNMENT AND SUB-CONTRACTING

36.1 Subject to clause 36.2, the Supplier shall not be entitled to assign, sub-license, transfer or otherwise dispose of any of its rights or obligations under this Framework Agreement in whole or in part or any benefit or interest therein.

36.2 Nothing in clause 36.1 shall prevent the Supplier from entering into Hardware leasing arrangements as may be agreed in a Call-off Contract.

36.3 The Supplier may employ those Sub-Contractors identified in Schedule 5 for the provision of the Phase 4 Services. The Supplier shall notify the SEGfL Representative in accordance with clause 16.2.11 before appointing any other Sub-Contractor which will be performing a significant element (in terms of business criticality and/or value) of the Phase 4 Services. Delegation by the Supplier to a Sub-Contractor pursuant to this clause 36.3 shall not relieve the Supplier from any liability or obligation under this Framework Agreement and the Supplier shall be responsible for the acts, omissions, defaults or negligence of all Supplier Parties as if they were its own.

36.4 The Council shall be entitled to assign, dispose of the benefit of or novate the whole or part of this Framework Agreement or any agreement or document in connection with this Framework Agreement to any person organisation or entity which has taken over either or both of the functions and responsibilities of SEGfL.

36.5 If any assignment, disposal or transfer is required pursuant to clause 36.4, the Supplier shall enter into such agreement(s) and/or deed(s) as the Council shall reasonably require so as to give effect to such assignment, disposal or novation.


37. VARIATIONS

37.1 This Framework Agreement shall not be varied or amended except by agreement in writing expressed to vary this Framework Agreement and signed by duly authorised representatives of the parties.

37.2 Generic Changes shall be processed in accordance with the Change Control Procedure.

38. NOTICES AND COMMUNICATIONS

38.1 All notices under this Framework Agreement shall be in writing and all certificates, notices or written instructions to be given under the terms of this Framework Agreement shall be served by sending the same by first class post, facsimile or by hand, leaving the same at:

38.1.1 if to the Supplier:

Phil Barham SEGfL Service Delivery Manager RM Education 140, Milton Park Abingdon Oxon OX14 4SE Phone: +44 (0)7790 395120 Email: [email protected]

Fax: +44(0) 8450 700400

38.1.2 if to the Council:

SEGfL Project Office Easthampstead Park, Wokingham RG40 3DF

Fax No: +44 (0)1189 773 979

Marked for attention of the SEGfL Representative (or his nominated representative as notified in writing to the Supplier from time to time).

Email address: [email protected]

38.2 Where any information or documentation is to be provided or submitted to the SEGfL Representative or the Supplier Representative it shall be provided or submitted by sending the same by first class post, facsimile, e-mail or by hand, leaving the same at:

38.2.1 if to the Supplier Representative:

Phil Barham SEGfL Service Delivery Manager RM Education 140, Milton Park Abingdon Oxon OX14 4SE


Phone: +44 (0)7790 395120 Email: [email protected]

Fax: +44(0) 8450 700400

38.2.2 if to the SEGfL Representative:

SEGfL Project Office Easthampstead Park, Wokingham RG40 3DF

Fax No: +44 (0)1189 773 979

E-mail address: [email protected].

38.3 Either party to this Framework Agreement (and either Representative) may change its nominated address, e-mail address or facsimile number by prior written notice to the other party.

38.4 Notices given by post shall be effective upon the earlier of:

38.4.1 actual receipt; and

38.4.2 three (3) Business Days after mailing.

38.5 Notices delivered by hand shall be effective upon delivery. Notices given by facsimile (or e-mail pursuant to clause 38.2) shall be deemed to have been received where there is confirmation of uninterrupted transmission by a transmission report and (in respect of a facsimile) where there has been no telephonic communication by the recipient to the senders (to be confirmed in writing) that the facsimile has not been received in legible form:

38.5.1 within two (2) hours after sending, if sent on a Business Day between the hours of 9 a.m. and 4 p.m.; or

38.5.2 by 11 a.m. on the next following Business Day, if sent on a day which is not a Business Day or if sent after 4 p.m., on a Business Day but before 9 a.m. on that next following Business Day.

39. WAIVER

39.1 Any relaxation, forbearance, indulgence or delay of any party in exercising any right shall not be construed as a waiver of the right and shall not affect the ability of that party subsequently to exercise that right or to pursue any remedy, nor shall any such matter constitute a waiver of any other right (whether against that party or any other person).

39.2 The rights of each party under this Framework Agreement:

39.2.1 may be exercised as often as necessary;

39.2.2 are cumulative and not exclusive of rights or remedies provided by Law; and

39.2.3 may be waived only in writing and specifically.


40. NO AGENCY

40.1 Nothing in this Framework Agreement shall be construed as creating a partnership or as a contract of employment between SEGfL and the Supplier.

40.2 Save as expressly provided otherwise in this Framework Agreement, the Supplier shall not be, or be deemed to be, an agent of SEGfL and the Supplier shall not hold itself out as having authority or power to bind SEGfL or any Customer in any way.

40.3 Without limitation to its actual knowledge, the Supplier shall for all purposes of this Framework Agreement, be deemed to have such knowledge in respect of the Project as is held (or ought reasonably to be held) by any Supplier Party.

41. ENTIRE AGREEMENT

41.1 This Framework Agreement together with the documents expressly referred to constitutes the entire agreement between the parties in connection with its subject matter and supersedes all prior representations, communications, negotiations and understandings concerning the subject matter of this Framework Agreement.

41.2 Each of the parties acknowledge that:

41.2.1 it does not enter into this Framework Agreement on the basis of and does not rely, and has not relied, upon any statement or representation (whether negligent or innocent) or warranty or other provision (in any case whether oral, written, express or implied) made or agreed to by any person (whether a party to this Framework Agreement or not) except those expressly repeated or referred to in this Framework Agreement and the only remedy or remedies available in respect of any misrepresentation or untrue statement made to it shall be any remedy available under this Framework Agreement; and

41.2.2 this clause 41.2 shall not apply to any statement, representation or warranty made fraudulently, or to any provision of this Framework Agreement which was induced by fraud, for which the remedies available shall be all those available under the law governing this Framework Agreement.

42. ANNOUNCEMENTS AND PUBLICITY

Unless otherwise required by any Law or any regulatory or governmental authority (but only to that extent), the Supplier shall not make or permit or procure to be made any public announcement or disclosure (whether for publication in the press, the radio, television or any other medium) of any Confidential Information or any matter concerning this Framework Agreement including its (or any Supplier Party's) interest in the Project or the existence of this Framework Agreement, in any such case, any matters relating thereto, without the prior written consent of SEGfL.

43. SEVERABILITY

If any provision of this Framework Agreement shall be declared invalid, unenforceable or illegal by the courts of any jurisdiction to which it is subject, such provision may be severed and such


invalidity, unenforceability or illegality shall not prejudice or affect the validity, enforceability and legality of the remaining provisions of this Framework Agreement.

44. COUNTERPARTS

44.1 This Framework Agreement may be executed in one or more counterparts and any party may enter into this Framework Agreement by executing a counterpart.

44.2 Any single counterpart or a set of counterparts executed, in either case, by all the parties shall constitute one and the same agreement and a full original of this Framework Agreement for all purposes.

45. COSTS AND EXPENSES

Each party shall be responsible for paying its own costs and expenses incurred in connection with the negotiation, preparation and execution of this Framework Agreement.

46. RIGHTS OF THIRD PARTIES

46.1 Subject to clause 46.2 and paragraph 2.5.2 of Schedule 9, for the purposes of the Contracts (Rights of Third Parties) Act 1999 this Framework Agreement is not intended to, and does not, give to any person who is not a party to this Framework Agreement any rights to enforce directly any provisions contained in this Framework Agreement except for any person to whom the benefit of this Framework Agreement is assigned or transferred in accordance with clause 36.

46.2 Notwithstanding clause 46.1, SEGfL may, as agent and trustee for each Customer, enforce on behalf of that Customer, as applicable, any term of this Framework Agreement which is expressly or implicitly intended to benefit such Customer.

46.3 No consent of any Customer is necessary for any variation (including any release or compromise in whole or in part of any liability) or termination of this Framework Agreement or any one or more clauses of it.

47. FURTHER ASSURANCE

Each party shall, at the request and cost of the other party, do all things and execute all further documents necessary to give full effect to this Framework Agreement.

48. GOVERNING LAW AND JURISDICTION

48.1 This Framework Agreement is governed by and shall be construed in accordance with the laws of England and Wales.

48.2 Subject to clause 29, both parties agree that the courts of England and Wales shall have exclusive jurisdiction to hear and settle any action, suit, proceeding or dispute in connection with this Framework Agreement and irrevocably submit to the exclusive jurisdiction of those courts.


The common seal of ) Bracknell Forest Borough Council ) was hereinto affixed in the presence of )

……………………………………. Mayor …………………………………….. Borough Solicitor

Executed as a Deed ) for and on behalf of ) RM Education Ltd ) acting by two directors ) or a director and the ) company secretary )

……………………………………... Director ……………………………………… Director/Secretary


Schedule 1

Framework Holders

Full name of organisation tendering Capita IT Services Limited

Company number SC045439

Full name of organisation tendering Easynet Global Services Limited

Company number 08458875

Full name of organisation tendering MDNX Managed Services Limited

Company number SC298935

Full name of organisation tendering Redcentric MS Ltd trading as Redcentric

Company number 04027996


Schedule 2

Part 1

Phase 4 Services Description

1. INTRODUCTION

1.1 The Phase 4 Services described in this Schedule are part of the South East Grid for Learning (SEGfL) network to Customers. As the DfE acknowledged in 2011, “A reliable and secure broadband service is essential to teaching, learning and management within schools particularly as schools take full advantage of new cloud and web-based services.” (DfE WebCustomer: Buying specific goods and services: Broadband). The parties acknowledge that educational institutions are increasingly dependent on reliable, high performance broadband connections and that these connections must be provided in as sustainable, consistent and cost-effective a way as possible.

1.2 The parties also agree that education broadband services will not work to their maximum effect if different purchasing and implementation decisions are made at regional, local and school level without a governing framework of standards and specifications. For this reason, the parties recognise the need to achieve interoperability between applications, services and content through using agreed standards. To achieve the necessary consistency of access and availability, an approach, governed by an appropriate policy and standards framework, is essential. This necessitates system-wide co-ordination and co-operation – at institutional, local, regional and national level, all within a governance framework that ensures interoperability, consistency, reliability and performance. At the same time, individual Customers will wish to access a range of information, services, resources and applications. The importance of appropriate local choice regarding decisions that are best made by schools must be recognised. This Framework Agreement provides the vehicle for such co-ordination and co-operation.

1.3 The tables listed below describe the requirements for Phase 4 Services, which cover connectivity, managed wide-area network, local area networks, IP voice services, and other managed IP services and Education ISP Services. The range of services to be delivered to a Customer will be specified in the Call-off Contract. Requirements are current at the Effective Date but should be constantly reviewed during the term of this Framework Agreement.

1.4 The Supplier’s ability to deliver each of these services is recorded in the tables below. The Supplier completed these tables as part of the tender process leading to award of this Framework Agreement.


2. STATEMENT OF SERVICE REQUIREMENTS

In the tables below, in the column entitled “SUP”:

“Y” means supplied as standard;

“O” means supplied as an option; and

“N” means not supplied.

In the column entitled “CAT”:

“Y” indicates the ability to supply as a separate Catalogue Service; and

“N” indicates the ability to supply as part of a complete solution.


1. SYSTEMS INTEGRATOR SERVICES

1.1. Regional Capabilities

Ref

Topic Requirement SUP CAT

Work with the SEGfL Consultancy to keep abreast of the policies and frameworks relevant to schools and learners.

Y

Work with SEGfL and Customers to ensure that the Phase 4 Services remain fit for purpose.

Y

Remain aware of services that are being offered through the SEGfL Catalogue.

Y

1.1.1. d System-wide co-ordination and co-operation

Continue to offer new services for inclusion on the SEGfL Catalogue.

Y

Act as the single point of contact for Customers in relation to all Phase Services provided to that Customer.

Y

Accept the responsibility and risk for services delivered by all sub-contractors engaged in the delivery of Phase 4 Services.

Y

Act as the Supplier’s representative for all sub-contractors employed in the delivery of Phase 4 Services.

Y

Where required, act as central billing and payment service for all sub-contractors employed in the delivery of Phase 4 Services.

Y

Represent all sub-contractors engaged in the delivery of Phase 4 Services at meetings with SEGfL.

Y

Act for sub-contractors engaged in the delivery of Phase 4 Services in the submission of suggested services for the SEGfL Catalogue.

Y

1.1.2. Prime Contractor Role

Ensure continuous improvement and value for money from all services supplied by sub-contractors including reviewing alternatives offered through the SEGfL Catalogue with the SEGfL Consultancy.

Y

1.1.3. Aggregated Contracts and Billing

Ability to manage contracts and accounts for aggregated schools sites (for example, from a local authority or Academies Trust) and to bill accordingly.

Y

1.2. Local Capabilities

Ability to survey local requirements and supply quotes and services.

Y Y 1.1.1 Local Advice and Sales

Respond to single Customer requirements. For example, schools seeking individual services will require local advice and sales support.

Y Y


1.1.2 Individual Contracts and Billing

Ability to manage contracts and accounts for many single schools sites and to bill schools directly.

Y Y

2. Wide Area Network

2.1. Design

Ref


2.1.1. General The whole SEGfL WAN infrastructure shall be considered as a single (virtual) network. Best practice management and security techniques, such as ITIL, should be used to ensure that information exchange across any points on the network is secure and predictable.

Y

2.1.2. Local Connectivity

Local bearer circuits at appropriate speeds. SEGfL recommends a minimum of 10 Mbps symmetrical to primary schools (or 10 Mbps download and 4 Mbps upload, where conditions dictate) and 100 Mbps symmetrical to secondary. Circuits should be upgradeable as required.

Y

2.1.3. Backhaul Connectivity

Connectivity at suitable speeds for the effective backhaul to ISP Services, JA.NET, the NEN and the internet.

Y

HTTP access to the Internet.

Preferred access through JA.NET

Y

The Internet service must support all current areas of internet functionality, including electronic mail, web browsing, file transfer, media streaming (audio and video), conferencing (audio and video) etc.

Y

Prevention of illegal material from being transported over its services.

Y

Internet availability 24 hours per day, 365 days per year, for all users.

Y

No restrictions on the amount of time spent accessing the Internet, or the amount of data downloaded from it.

Y

2.1.4. The Internet

No restrictions on the total data transferred over the provided network.

Y

2.1.5. Network interfaces

Customer-premises equipment and other network interfaces shall be of industry standard and supplied and supported as required.

Y

Industry standard protocols, logical interface and switching standards, supplied and supported as required.

Y

The IP of TCP/IP suite of protocols as standard. Y

2.1.6. Supported protocols, logical interfaces and switching standard Traffic segmentation as required, for example, MPLS. Y


2.1.7. Contention Ratios

Local connection should have no contention.

Circuits between the core network and those of its required Internet gateway provider with typical contention ratios of not more than 4:1.

Potential congestion points monitored.

Exact design to be agreed in each Call-off Contract.

Y

2.1.8. Resilience Suitable resilience at core network points and at other points of the network as required.

Y

2.1.9. Flexible design Where larger groups of Customers are concerned, the Supplier must work with SEGfL and the Customers to offer flexibility and innovation of WAN design that could include, for example, shared sites, wireless networks, satellite, microwave, etc.

Y

2.1.10. Active Network Components

Components must be of business standard and must conform to required routing standards.

Y

2.2. Network Technical Standards

Ref


The provision of equipment, software, telecommunications services and any other associated services, shall comply with EU and relevant British standards, or equivalents.

Y

The Supplier shall ensure that as technical standards for the national education network in general, and regional broadband consortia in particular, develop and emerge, so supplies and services provided to SEGfL must be capable of future adjustment to meet such standards where necessary and reasonable.

Y

Services conform to information security standards (e.g. the ISO 27000 family).

Y

Information standards, including but not limited to the Data Protection Act 1998 and the Freedom of Information Act.

Y

2.2.1.

2.2.2.

2.2.3.

Standards

Services conform to web and domain name standards, including but not limited to Nominet.

Y

2.3. Public Services Network (PSN) Integration

Ref


2.3.1. Public Services Network

As a Public Services Network (PSN) Connectivity Provider, the Supplier can provide elements of the supplied network that are PSN compliant.

N N


Ref


By arrangement with a named sub-contractor and PSN Connectivity Provider, the Supplier can provide elements of the supplied network that are PSN compliant.

Y Y

As a PSN Services Provider, the Supplier can provide PSN compliant services and systems.

N N

By arrangement with a named sub contractor and PSN Services Provider, the Supplier can provide PSN compliant services and systems.

Y Y

2.4. Network management

Ref


2.4.1. Fault detection Network management facilities that detect and manage faults on the communications infrastructure, including circuits, active elements and server-based systems particularly with respect to partial failure and errors.

Y

Network monitoring that ensures that faults trigger multilevel events, alerts and alarms (prioritised) within its organisation.

Y

Faults diagnostics and management on all parts of the network.

Y

The production and management of a faults history database. Y

2.4.2. Fault triggers

Backup of device configuration and reconfiguration of installed devices.

Y

The configuration, management and maintenance of active devices within the network.

Y

The generation, management and maintenance of address and routing tables.

Y

2.4.3. Configuration

The maintenance of suitable inventories and backups to ensure accurate reinstallation and reconfiguration after failure.

Y

Security on active components.

Security policies shall be agreed in each Call-off Contract.

Options should be available to comply with current security standards (for example, GSX)

Y 2.4.4. Security

Intrusion detection and prevention services (IDS, IPS) Y

2.4.5. Firewall Firewall facilities to accepted industry standards. Y

2.4.6. Caching Bandwidth conservation and the delivery of media-rich digital content by provision of suitable caching at all required levels of the network.

Y

The supply and allocation of IP addresses and address ranges according to a defined schema.

Y 2.4.7. IP Addressing

IP schema records kept up-to-date and published to SEGfL on request.

Y


Ref


Suitable DNS and DHCP services to support the Customers serviced.

Y

2.5. Monitoring Statistics and Reporting

Ref


2.5.1. General Description

Monitoring equipment is expected to log a wide range of performance metrics. These should be available to be reported proactively to Customers at least quarterly and, in summary form, annually to SEGfL.

Y

Suppliers are required to report on the following, as a minimum:

Y

Availability of Internet connection. Y

• Average availability of core network including Domain Name Server and connectivity to area hub sites (if any).

Y

• Average availability of site connectivity. Y

• Average availability of cache server. Y

• Average availability of Firewall. Y

• Details of Customers operating outside of the agreed SLA during the previous reporting period.

Y

• Details of and service credits due during the previous reporting period.

Y

• Details of sites operating outside of the agreed operating limits. (e.g. Above 90% of capacity or below 10%).

Y

• Details of sites suffering from temporary outages or interruption of service they may not trigger SLA exceptions.

Y

• Summaries of fault logs and fixes achieved. Y

• Volume of traffic flowing to the Internet Y

• Volume of traffic flowing to the Interconnect Y

• Measurements of average packet latency at specified sites.

Y

• Helpdesk performance and call statistics. (Number of calls, average response time, average call closure time etc.).

Y

• Order processing and project rollout performance. Y

• Loading on the Network Y

• Supplier concerns with matters of resilience Y

2.5.2. Consolidated Reports for Aggregated Requirements

• Supplier concerns with matters of security Y


Ref


• A "top ten" of web sites visited by Customer both in number of "hits" and volume of traffic.

Y

• Supplier concerns with and security violations. Y

• Supplier concerns with virus or spam attacks. Y

• Supplier concerns with inappropriate web activities. Y

The Supplier shall report a site’s total availability per calendar month.

(It is assumed that the majority of site statistics will be uncomplicated to understand (substantially graphical in nature) and available via a web browser and online portal).

Y

• The Supplier shall report a Customer’s current availability status.

Y

• The Supplier shall report a Customer’s current inbound traffic volume.

Y

• The Supplier shall report a Customer’s current outbound traffic volume.

Y

• Upon request, the Supplier shall report number of hits by Web object or page per calendar month.

Y

• Upon request, the Supplier shall report round trip response times to a UK web site.

Y

• Upon request, the Supplier shall report packet loss during a five minute period.

Y

• Upon request, the Supplier shall report the number of hits on a Customer’s web Customer.

Y

• Upon request, the Supplier shall report the sources of hits on a Customer’s web site.

Y

• Upon request, the Supplier shall report the sources of, and reasons for, rejected Customer emails.

Y

2.5.3. Customer Reports

• Upon request, the Supplier shall report the sources of, and reasons for, rejected Customer URL requests.

Y

3. EDUCATION REQUIREMENTS

3.1. Filtering

Ref


Web filtering services such that some or all of the following is featured:

Y Y

• Access to specific sites can be allowed by their category. Y Y

3.1.1. Static filtering mechanisms

• Access to specific sites can be disallowed by their category. Y Y


Ref


• Access to specific sites can be allowed by their URL. (i.e. allow by White List or "Walled Garden").

Y Y

• Access to specific sites can be disallowed by their URL. (i.e. deny by Black List).

Y Y

• Access to specific sites can be disallowed if their URL contains words from a prescribed list (e.g. sex, racism).

Y Y

• Access to specific sites can be disallowed by fleshtone filtering

Y Y

• Allowed and disallowed sites (however defined) can be overlaid to provide multi-tiered protection (e.g. allow sports sites except football365.com)

Y Y

• Internet content blocking, in languages other than English, as required; by the use of keyword deny lists to block undesirable Internet content at the source.

Y Y

• Internet web filtering from Keyword lists, in languages other than English, as required, to be used on Web Address and web page body at the source.

Y Y

• Local allow and deny lists that are easy to construct with the facility to import URLs in bulk from a file.

Y Y

• Managed Blacklists and/or Keyword lists are updated at least once a week.

Y Y

• Filtering of Java/ActiveX on accessed Web pages Y Y

• Filtering individually customisable per WAN segment. Y Y

• Filtering individually customisable per site Y Y

• Filtering individually customisable per user or class of user. Y Y

3.1.2. Dynamic filtering mechanisms.

• Virus scanning on downloads/transfers from external/Internet Web sites

Y Y

Certain specified file types blocked. e.g. EXE, SCR Y Y 3.1.3. File Transfer Protocol (FTP)

The facility to prevent the use of FTP completely, at the request of a Site without affecting service to other customers.

Y Y

3.2. Email

Ref


An email relay service such that an institution with a local mail server can send and receive all email messages for the institution using the Supplier’s mail server.

Y Y

An email relay service which stores mail for at least 5 (five) days in the case of a local email server not being available, with the return of appropriate messages to the sender.

Y Y

3.2.1. Basic capability

A web based email service that is suitable for pupils. Y Y


Ref


Email Services such that institutions can access their email without the need for a local mail server.

Y Y

Email services that support the sending and receiving of attachments in recognised MIME formats.

Y Y

A unique email address to be allocated to every child, teacher and governor in the SEGfL region, including email addresses that protect the anonymity of the users.

Y Y

The Supplier shall make no attempt to determine the content of email sent or received via the email service, except as a necessary security precaution.

Y Y

3.2.2. Services

The Supplier shall ensure that it is easy for the Customer and Site Representatives to add delete and otherwise edit any allocated email address at any time.

Y Y

All attachments in incoming email destined for a SEGfL school must be scanned for viruses before being forwarded to the school.

Y

All attachments in outgoing email must be scanned for viruses before being forwarded to its intended destination.

Y

The subject and message body of incoming and outgoing email will be filtered using Keyword lists.

Y

Controls to prevent Sites from being subjected to spamming and/or any other such email-based attack methods.

Y

The facility to add legal disclaimers to all email received from schools.

Y

Flexibility in meeting the requirements of the Sites to support email attachments.

Y

Each user's e-mail account includes a mailbox that will store up to 10MB of incoming mail. Flexibility in meeting other requirements of the Site.

Y

The Email Service shall include the ability to create e-mail domain deny lists for outgoing e-mail.

Y

The Email Service shall include the ability to create e-mail domain deny lists for incoming e-mail.

Y

The Email Service shall include the ability to create email domain allow lists whereby email can only be sent to an email addresses whose domain is in the allow list.

Y

The Email Service shall provide the facility to filter email in foreign languages found in the subject line, where required.

Y

3.2.3. Security and filtering

The Email Service shall provide the facility to allow encrypted email to be both received and sent by any SEGfL Site. Responsibility for the content of any encrypted email shall lie solely with the Site. The Supplier shall make no attempt to decipher or otherwise determine the content of encrypted email.

Y


Ref


The Email Service shall provide the mechanisms to restrict (or block) access by subscribers to public-access browser email services such as those offered by Hotmail or Yahoo!

Y

The Email Service shall feature filtering individually customisable per Customer.

Y

The Email Service shall provide the facility for filtering to be individually customisable per site.

Y

The Email Service shall feature filtering individually customisable per user.

Y

3.2.4. Use of encryption

Encrypted email (e.g. for staff) must be allowed to be both received and sent by a Site. Responsibility for the content of any encrypted email lies solely with the Site. No attempt to be made to decipher or otherwise determine the content of encrypted email.

Y N

An authoritative DNS service for the network with low latency and the capacity to carry the traffic predicted.

Y

Support (and transfer as necessary) for any domain name and username allocation policy that is currently in use in any Site.

Y

Each Site will have its own unique domain name that is not connected with (or is a sub-domain of) the Internet access provider. This shall include the facility for a Site to use an existing Domain name with the service.

Y

Domain names will be made available for use via any other Internet service provider, and will be transferred free of charge if the Site should change their service provider.

Y

The Supplier must support (and transfer as necessary) any domain name and username allocation policy that is currently in use in any SEGfL school.

Y

3.2.5. Naming

Where a school has no existing domain name or username policy – or the domain name is to change (e.g. to conform with the Becta/Nominet standard) – the Supplier is free to suggest any appropriate convention(s) but must ultimately implement whatever is decided upon by the school.

Y

3.3. Virus Protection

Ref


The Supplier shall ensure that the security of customer equipment and data is not compromised by the Internet connection, and that the filtering mechanism shall allow for easy and rapid updates and be configurable to each customer’s requirements.

Y N

The Supplier shall ensure that all Internet services supplied are secure at the ISP’s end, including, without limitation, adequate protection against:

Y

3.3.1. Basic Requirements

• External malicious attacks Y


Ref


• Viruses and trojan horses Y

• Denial of service attacks Y

• Email bombs and spam Y

3.3.2. Software Anti-virus protection shall be updated when the Anti-virus vendor issues new definition files.

Y

3.3.3. Alerts Sites will be warned about new and potentially fatal computer viruses.

Y

All attachments in incoming email received by the Supplier and destined for a SEGfL Site are scanned for viruses before being forwarded to the Site.

Y 3.3.4. Attachments

All attachments in outgoing email received by the Supplier from a SEGfL Site are scanned for viruses before being forwarded to its intended destination.

Y

3.4. Help Desk

Ref


Help desks must provide technical support via telephone and e-mail for all aspects of the service provided.

Y

Telephone and Email support for the Internet service must be available during "Core" hours of 8:00 – 18:00, every working day (Monday to Friday excluding Public Holidays).

Y

Help desks must provide an integrated service that, for example, offers a single point of contact for service and support queries.

Y

Telephone support must be available at national call rates or lower.

Y

The Help Desk service must be available to school level, if required.

Y

The Help Desk service must be available to LEA/RBC staff only, if required.

Y

The Help Desk must provide a comprehensive, effective, documented escalation mechanism to ensure progression of incidents according to their severity.

Y

3.4.1. Help Desk

The Help Desk must provide a response to requests for support within 2 (two) core hours. This may take the form of a call reference number for telephone support and an automated response for email support.

Y


4. EDUCATION BROADBAND TO SINGLE SITES

4.1. Local Broadband Services – Advice and Supply

Ref


Advice and supply of the most appropriate, locally available connectivity to schools.

Y Y

Backhaul connectivity to education services. Y Y


Supply and installation of LAN cabling. Y Y

4.1.2. Supply of

Education Services

Advice and supply of the most appropriate range of services with respect to the school’s stated requirements.

Y Y

4.1.3. Wide Area Integrity

Through peering, use of the SEGfL Interconnect or use of Janet, the ability of schools across the region to communicate without accessing the public internet.

Y N

4.2. Education ISP Services

Ref


Advice and supply of the most appropriate, locally available connectivity.

Y Y

Backhaul connectivity to education services. Y Y



4.2.2. Supply of

Education Services

Advice and supply of the most appropriate range of services with respect to the schools stated requirements.

Y Y

4.2.3. Wide Area Integrity

Through peering, use of the SEGfL Interconnect or use of Janet, the ability of schools across the region to communicate without accessing the public internet.

Y N

4.3. Local Area Networks – Advice and Supply

Ref


Advice and supply of connection between an existing local area network and the active equipment of the installed wide area network.

Y Y

Advice and supply of local area connections, cabled and wireless and other appropriate solutions.

Y Y



• Supply of locally deployed active equipment. Y Y

• Supply of locally deployed file and print server devices. Y Y

4.3.2. Supply of

Local Equipment

• Supply of locally deployed desktop devices. Y Y


• Supply of locally deployed hand held devices. Y Y

• Supply of other locally deployed ICT equipment as required. Y Y

4.4. Local Area Networks – Maintenance and Support

Ref


Advice and maintenance of connection between an existing local area network and the active equipment of the installed wide area network.

Y Y Local Connectivity

Support and maintenance services for local area connections, cabled and wireless and other appropriate solutions.

Y Y

Telephone and onsite support of locally deployed LAN equipment, including servers and other devices.

Y Y

4.4.1.

Local Equipment

Telephone and onsite support of locally deployed networking software and services.

Y Y

4.4.2. Local Software Supply and support of software and services used in the management of networks.

Y Y

4.4.3. Learning Management Software

The supply and deployment of software used in the management of learning for students.

Y Y

4.4.4. BYOD Support schools in methods for identifying and authorising learners’ own equipment. ‘Bring Your Own Device’.

Y Y

5. ADDITIONAL DESIRABLE SERVICES

5.1. Additional IP Services

Ref


5.1.1. Streaming Media

Networks must support streaming media protocols and formats such as Windows Media, Advanced Streaming Format, NetShow, Real Video and QuickTime.

Y N

Networks must support traffic using H.323, video conferencing over IP.

Y Y 5.1.2. Video-conferencing

Networks must be able to support advance video-conferencing applications such as multi-point conferencing, deployment of secure gatekeepers and on-line booking facilities, as required.

Y N

5.1.3. IP Telephony Networks must be able to support IP Telephony as required. Y N

Support for mobile communications e.g. text messaging Y N 5.1.4. Mobile access

Network support for mobile and hand-held devices. (Bring Your Own Device).

Y Y

5.1.5. Secure information exchange

Networks shall enable secure electronic data exchange of a wide variety of files including Examination, Edexcel Vocational, PLASC, CBDS, Capita ES SIMS Data Manager and FMS files and Microsoft Office files like Word and Excel.

Y Y


Ref


Networks shall provide EDI facilities for secure transfer of data as required.

Y Y

Networks shall provide dynamic VPN support as required. Y Y

5.1.6. CCTV Networks allow CCTV data to be carried over the IP Network as required.

Y N

5.1.7. Network News Newsgroup services, with filtering, as required. Y Y

5.1.8. Internet chat Internet chat service, with filtering, as required. Y Y

Facilities for secure, remote access to education networks and resources from trusted sources and users. (Including 2-factor authentication for staff accessing sensitive data).

Y Y

Remote access to users to sources of their work. (Home Access).

Y Y

Remote access to students. (Anywhere, anytime learning). Y Y

5.1.9. Remote and Home Working

Home Working Connectivity Services (including)

• Local connectivity • Local provision and configuration of active equipment • Local provision and configuration of IP (including fixed IP) • Connection to proscribed WAN Centres and/or Portals

Y Y

5.2. Access and Information Management

Ref


5.2.1. Identity Provider Services

Identity management system that uses Shibboleth protocols to provide authorisation to learners.

Y Y

5.2.2. Simplified Sign-on

SSO service that provides access to resources, including those registers with the UK Access Management Federation.

Y Y

5.3. Learning Platform Services

Ref


5.3.1. MLE / VLE Online Learning Management Environments either self-supplied or through sub contractors or suppliers to the IMLS Framework.

Y Y

5.4. IP Voice

Ref


5.4.1. VOIP Delivery of voice communications and multimedia sessions over Internet Protocol (IP) networks.

Y Y

5.4.2. Internet telephony

Communications services — voice, fax, SMS, and voice-messaging applications — that are transported via the Internet.

Y Y


5.4.3. PSTN Linking or necessary maintenance of existing public switched telephone network (PSTN) implementations.

N N

5.5. Cloud Services

Ref


Service availability 24 hours per day, 365 days per year, for all users.

Y Y

No restrictions on the amount of time spent accessing the Service.

Y N

No restrictions on the total data transferred over the provided network.

Y N

5.5.1. Management

Authorised members of a Site to request additions to and/or removal from Web Address and Key word lists.

Y Y

Customer web site hosting for availability over the Web. Y Y

Customer content hosting for availability over the Web. Y Y

Customer file hosting (e.g. from a backup service). Y Y

Such Web content, except in the case of a clearly identifiable and definite security breach being detected or in order to comply with a legal directive issued by national law enforcement bodies, shall not be blocked or content removed without first of all informing the customer that such action is being considered, and why.

Y Y

Web site design and development. Ability to provide bespoke or template web sites to schools.

Y Y

Dedicated servers supplied as required. Y Y

Web hosting servers will be backed up daily and resilient, including power resilience.

Y Y

5.5.2. Content Hosting

At least one nominated individual per Site is allowed authenticated access to edit and amend the content on the Site’s Web space.

Y Y

Secure document hosting and collaboration services (Huddle – type).

Y Y

Secure email services (e.g. for staff). Y Y

5.5.3. Secure

Content Hosting

Secure data storage and data transfer. Y Y

5.5.4. Related Services

Support and development services that supplement Cloud Services, for example web site design, advice on backup.

Y Y

5.6. Educational Software

Ref


5.6.1. User Software The supply and deployment of commercial software such as office or administration products.

Y Y


5.6.2. Learner Software

The supply and deployment of software used by learners. Y Y

5.6.3. Learner Management Software

The supply and deployment of software used in the management of learners and schools.

Y Y

5.7. Universal and home access

Ref


5.7.1. Home Workers

Supply remote access systems from home broadband services to, for example, schools’ network servers or teachers’ files.

Y Y

5.7.2. Home Learners Supply remote access systems from home broadband services to learner user areas on school servers.

Y Y

5.7.3. Online educational services

Learners must be able to access a wide range of online learning resources.

Y Y

5.8. Additional Services

Ref


5.8.1 eBooks

Supply digital textbooks for use anywhere, anytime on any device

Y Y

5.8.2. Digital Content Supply application provisioning and single sign-on systems specifically designed for the education market.

Y Y


Part 2A

SEGfL Catalogue Maintenance and Development

1. THE SEGFL CATALOGUE

1.1 The aim of the SEGfL Catalogue is to provide a dynamic set of pre-specified Phase 4 Services to provide SEGfL with an expedited means of agreeing Call-off Contracts for economically advantageous services and solutions that provide an optimum combination of efficiency and quality ("Best Value").

1.2 The parties recognise that, under normal circumstances, the most appropriate means of procuring Call-off Services is by conducting a mini-competition with the assistance of the SEGfL Consultancy in accordance with Schedule 8. To avoid the need for mini-competitions for substantially similar requirements (and to avoid unnecessary duplication of effort) and to facilitate the achievement of Best Value, the parties and the other Framework Holders shall establish, maintain and develop the SEGfL Catalogue.

1.3 As at the Effective Date, the SEGfL Catalogue is formed of Catalogue Services that were proposed by Framework Holders as part of their response to the invitation to tender for this Framework Agreement that were evaluated and determined to offer Best Value. The SEGfL Catalogue shall be maintained and developed (through updating Catalogue Services and by adding new Catalogue Services) to reflect the Customers' on-going need to achieve Best Value. The parties agree that it is in the interests of both the Supplier and SEGfL and Customers to actively seek opportunities to maintain and develop the SEGfL Catalogue in accordance with the principles described in paragraph 2.

1.4 The SEGfL Consultancy shall have overall responsibility (in consultation with Customers and Framework Holders) for maintaining the SEGfL Catalogue and may delete a Catalogue Service (including where that Catalogue Service has been superseded, become obsolete or ceased to represent Best Value) or add a Catalogue Service as it considers necessary or expedient (always having regard to the provisions of Part 2A of this Schedule 2).

1.5 The SEGfL Consultancy may appoint one or more Framework Holders as a Preferred Supplier of a Catalogue Service and may nominate a Third Party Provider as the preferred supplier of a Monitored Service Component delivered as a Catalogue Service or as part of a Catalogue Service.

2. MAINTAINING AND UPDATING THE SEGFL CATALOGUE

2.1 The principles of maintaining and developing the SEGfL Catalogue are to:

2.2 provide a ready reference for Customers of Phase 4 Services that deliver Best Value Solutions;

2.2.1 give Framework Holders an opportunity to develop and enhance their service-offerings and increase awareness amongst the Customers;

2.2.2 promote innovation and creativity in the specification and delivery of Call-off Services;


2.2.3 identify opportunities to aggregate requirements for Call-off Services across the Customers;

2.2.4 incentivise Framework Holders to offer Best Value for Call-off Services.

2.3 The parties shall work together with the SEGfL Consultancy and Customers to achieve the overarching principles described in paragraph 2.1. The processes that will be followed in order to meet this aim are set out in paragraphs 3 to 5.

3. THE SUPPLIER'S PROPOSED CATALOGUE SERVICES

3.1 If the Supplier considers that it has a service offering or solution (or an update to an existing Catalogue Service) that would be a candidate to become a Catalogue Service (for example, it meets a service requirement within the high-level descriptions of Catalogue Service categories described in Part 2B of this Schedule 2) ("Proposed Catalogue Service"), then it may put that Proposed Catalogue Service forward to the SEGfL Consultancy for consideration. To put forward a Proposed Catalogue Service, the Supplier shall provide full written details to the SEGfL Consultancy including:

3.1.1 the actual or potential requirement that the Proposed Catalogue Service would meet, (this shall be in a similar form to an SSR identifying, in particular, any current requirements of Customers and opportunities for aggregation);

3.1.2 specifications for the Proposed Catalogue Service, this shall be in a similar form to a Proposed Solution; and

3.1.3 if applicable, the capabilities of the Supplier that mean that it is a candidate to be the Preferred Supplier of the Proposed Catalogue Service,

("Catalogue Service Proposal").

3.2 The SEGfL Consultancy shall evaluate each Catalogue Service Proposal to determine the suitability of the Proposed Catalogue Service to become a Catalogue Service. This evaluation shall include:

3.2.1 a consideration of the Catalogue Service Proposal against the evaluation criteria described in clause 8.3.10;

3.2.2 an assessment of the capability of the Supplier to provide the Proposed Catalogue Service and the capability of other Framework Holders to provide services that would meet the same or substantially similar requirements;

3.2.3 the requirements of Customers and the opportunity for aggregation of requirements presented by the Proposed Catalogue Service;

3.2.4 the Supplier's approach to providing any Monitored Service Components as part of the Proposed Catalogue Service (including use of Third Party Service Providers, where appropriate).

3.3 Following evaluation of the Catalogue Service Proposal, the SEGfL Consultancy may:

3.3.1 request further details and clarifications (which may include recommending modifications of the Catalogue Service Proposal for the Supplier to consider and amend the Catalogue Service Proposal accordingly) from the Supplier in relation to the Catalogue Service Proposal after which a re-evaluation may take place;


3.3.2 develop an SSR for the requirements identified in the Catalogue Service Proposal and conduct a Catalogue Service mini-competition in accordance with paragraph 4;

3.3.3 notify the Supplier that it is the Preferred Supplier for the Proposed Catalogue Service and add it to the Catalogue; or

3.3.4 notify the Supplier (providing reasons) that the Proposed Catalogue Service is not suitable for inclusion in the Catalogue.

4. MINI-COMPETITIONS FOR CATALOGUE SERVICES

4.1 If the SEGfL Consultancy (in consultation, as appropriate, with Customers and Framework Holders) identifies a requirement that it reasonably believes could be met by introducing a new Catalogue Service, then it may issue an SSR to capable Framework Holders and conduct a mini-competition (in accordance with clause 8).

4.2 As a result of a mini-competition for Catalogue Services the SEGfL Consultancy may add a new Catalogue Service to the SEAN Catalogue and appoint one or more of the Framework Holders as a Preferred Supplier of that Catalogue Service.

5. ADDING CATALOGUE SERVICES IDENTIFIED DURING ORDINARY MINI-COMPETITIONS

5.1 If the SEGfL Consultancy reasonably believes that:

5.1.1 a Call-off Service offered by the Supplier in response to an SSR for a mini-competition meets a requirement that could be common to other Customers; and

5.1.2 that the Call-off Service offered represents Best Value,

then the SEGfL Consultancy may agree with the Supplier that the service shall become a Catalogue Service and the Supplier shall be the Preferred Supplier of that Catalogue Service.

5.2 The process of adding Catalogue Services identified during ordinary mini-competitions is intended to assist in meeting the overarching principle (described in paragraph 2.1) of identifying opportunities to aggregate requirements for Call-off Services across Customers.


Part 2B

Catalogue Services

Service Requirement Schedule 2 Part 1

Reference

Local Capabilities 1.2

Public Services Network (PSN) Integration 2.3

Filtering 3.1

Email 3.2

Virus Protection 3.3

Local Broadband Services – Advice and Supply 4.1

Education ISP Services 4.2

Local Area Networks – Advice and Supply 4.3

Local Area Networks – Maintenance and Support 4.4

Additional IP Services 5.1

Access and Information Management 5.2

Learning Platform Services 5.3

IP Voice 5.4

Cloud Services 5.5

Educational Software 5.6

Universal and home access 5.7

Others may be added to the Catalogue in accordance with Part 2A of this Schedule 2


Part 2C

Monitored Service Components

Communications Infrastructure • Connectivity Services (wired and wireless)

Internet Services • Backhaul to Points of Presence • Internet transit

Portal Services • Access Management Services • Identity Management Services

ISP Services • Managed Internet Gateway • Filtering • Help Desk

IP Services • Cloud Services • Video-conferencing • IP Telephony • Mobile access • Secure information storage and exchange • CCTV • Remote and Home Working

Communications • Email • Secure file sharing and meeting technologies

Provision of Hardware • ICT equipment (portable devices and other computer and electronic

equipment)

Provision of Software • Education software • Commercial software

Local Area Networks • Supply of cabling and active equipment • Supply of hardware • Maintenance and Support


Schedule 3

Security policy Bracknell Forest Borough Council's Corporate ICT Policy (version 3.6 dated 30 August 2012), a copy of which has been provided to the Supplier on or before the Effective Date, and as may be updated from time to time by agreement between the Parties.

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Schedule 4

Supplier Solution Summary1 RM is a specialist in providing world class integration of best of breed products and services within the education market under standards such as ISO27001. We have a proven track record of successfully delivering similar projects across a wide range of clients from individual schools, PPP and PFI projects, BSF consortia, Local Authorities and Regional Broadband Consortia:

• “For the same cost we were paying for 2Mb Broadband, we’ve now signed up for the 20Mb service from RM, which is not only much better value but is designed for education and comes with the filtering and support that we need.” Mr P Hibbs, Head teacher, Wantage CE Primary School

• “We selected RM as our ICT partner almost two years before the new building was available for use and have worked in partnership with the company to define and redefine our ICT Solution. The main advantage of this partnership has been having the confidence to evolve in the way we wanted to, with the full support of RM, knowing they are always available and willing to try something new.“ Andy Puttock, Head Teacher at Queen Elizabeth School.

Working as a system integrator and prime contractor RM will be the prime contractor for all services within the SEGfL framework and act as a single point of contact for all key stakeholders, be they individual schools, school clusters or local authorities. In addition, we have sub‐contracts in place with all suppliers and accept responsibility for their services.

Our experience of working as a systems integrator over the last 10 years means that for the SEGfL Framework, we have integrated multiple suppliers, without increasing the management overhead. We believe this provides you with real savings, for example, taking advantage of the existing telecoms infrastructure within your geographic region.

• We have considerable experience in the role of prime contractor and system integrator, not least in our role as partner with Isle of Wight, Bracknell, East Sussex, Surrey and Wokingham under the current SEGfL framework. Under this framework we provide broadband services to over 700 schools.

• Within the South West we provide broadband services and a full range of integrated catalogue services to over 2,200 schools as part of a long running partnership with SWGfL that now extends to over 12 years.

In both of these partnerships, we are very aware that the integration of the right solution, from whichever source it may come, combined with the effective management of our supply chain and sub‐contractors, are key to delivering a successful outcome for all parties. Using this experience and agreed ways of working, we will work in partnership with the SEGfL stakeholders in order to deliver the following:

• Act as prime contractor for all services, having sub‐contracts in place with all suppliers and fully accept all responsibilities for their services;

• Benchmark all available suppliers in order to ensure that the technologies and services offered are fit for purpose, of high quality and offer value for money;

• Negotiate attractive pricing, commercial terms and service levels on your behalf by consolidating the power of multiple contracts nationally with our supply chain;

• Act as a single point of contact for ordering, billing and invoicing;

• An effective service management team that guarantees a single point of ownership for the whole service;

• Use our long established partnerships to ensure that high quality, secure, best value services are delivered, whilst still maintaining a single point of ownership across the entire service portfolio; and

DN: This schedule has been extracted from the ITT and supplier may wish to consider it

S4185/00005/70669344 v.2 71

• Build on and develop existing expertise, working in partnership with customers to share knowledge between organisations.

Managing a wide range of services and subcontractors Across many of our existing deployments such as SEGfL, SWGfL, Dudley Grid for Learning, Glow and South Lanarkshire, we have become expert in managing a wide range of products and services from a diverse range of subcontractors:

• Providing full systems integration working with multiple Telco providers and third‐party partners to seamlessly deliver a blended set of connectivity and services;

• All sub‐contractors are subject to critical review of public/ private sector capabilities with any existing contracts; a review of on‐site processes and documentation (including security, quality and operational process management such as ISO27001 and ITIL); health and safety process reviews; geographical relevance; and due diligence to ensure they are suitable for selection; and

• Supporting and developing a wide range of our own and third party catalogue products and services. These services continue to evolve over the course of the contracts as new products, technologies and suppliers become available, for example migrating 106 Dudley schools to Office 365 from Easymail using our migration and deployment services. Geoff Baker, DGfL Head of Service, Dudley Metropolitan Borough Council, says: “RM Education has proved it has expert knowledge of the Office 365 roadmap. We felt that this relationship would benefit us and help us make the right long‐term decisions about the future of cloud‐based services for our schools.”

Proactive product management As we develop new technologies and the market develops new ideas, we will ensure that SEGfL and customers are kept fully aware of all relevant technology. We will do this by sharing roadmaps and potential future developments, and how they might fit into the existing service. We can provide specific design consultancy to evaluate and integrate major new products or technology developments into the service.

Our diverse range of supplier relationships enable us to provide flexibility in our products and services, for example our filtering portfolio includes products from RM, Lightspeed and Smoothwall. Our experience of working with leading Telco providers, and our supplier neutral approach enables us to select a local supplier based on quality and value for money.

Extending network opportunities and facilitating shared services We have close working relationships with key PSN providers such as Kcom and Virgin Media and, as a long standing educational ISP, we understand the needs of education and how these needs relate to the PSN programme. We work with the biggest names in the industry to champion the development of education solutions and services, and will use this experience to extend provision and network opportunities for your benefit.

Our development of cloud propositions and solutions show that we have the right solutions and access to the right partners to make a difference ‐ for example being Microsoft’s chosen migration partner for the education migration to Office 365. RM have partnered with Kcom to provide Internet Services (Web Filtering, Email, DNS and Web Hosting) for educational establishments connected to the East Midlands PSN (emPSN).

A clear vision of partnership We have scalability to ensure we can engage and partner effectively with a range of customers, from individual schools through to local authorities. Our scalability and flexibility enables us to provide the right level of resource available to provide the valuable advice to customers. We have assembled a team of highly skilled and experienced individuals to work to exceed your objectives and work directly at all customer levels. The key roles are outlined in Appendix F ‐Team Organogram).

Key to the partnership will be the thought leadership that we provide through partners, seminars, national conferences and white papers. This will maintain all SEGfL stakeholders at the forefront of innovation and provide a guaranteed return on investment.

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Schedule 5

Sub-Contractors

Subcontractor Address Areas

British Telecommunications Public Limited Company Company No. 01800000

British Telecommunications Plc 81 Newgate Street, London. E1A 7AJ www.btplc.com

Distribution, Local fibre

BT Global Services Limited Company No. 02410810

British Telecommunications Plc 81 Newgate Street, London. E1A 7AJ www.btplc.com

Backhaul, Distribution, Local fibre

Virgin Media Business Limited Company No. 01785381

Virgin Media Business Communications House Bartley Wood Business Park Bartley Way Hook RG27 9UP www.virginmediabusiness.co.uk


Opal Connect Ltd Company No. 05727462

TalkTalk Business Stanford House Garrett Field Birchwood Warrington WA3 7BH www.talktalkbusiness.co.uk

Distribution, Local Fibre, LLU

SSE Telecoms (Neos Networks Limited) Company No. 03477297

Neos Networks Limited 55 Vastern Road Reading Berkshire RG1 8BU www.ssetelecoms.com


Kcom Limited Company No. 03271933

KCOM Group plc) Melbourne House Brandy Carr Road Wrenthorpe Wakefield WF2 0UG www.kcom.com


Updata Limited Company No. 02095011

Updata Infrastructure UK Limited Park House 233 Roehampton Lane Roehampton London SW15 4LB www.updatanet.co.uk


Networks by Wireless Limited Company No. 04031289

Networks by Wireless Ltd Sheffield Airport Business Park

Licensed and un-licensed wireless solutions, Point to

S4185/00005/70669344 v.2 73

Europa Link Sheffield S9 1XU www.nbw.net

Point, Point to multi-point

JISC Collections and Janet Ltd Company No. 02881024

Janet (UK) (trading name for the JNT Association) Lumen House Library Avenue Harwell ScienceAnd Innovation Campus Didcot Oxon OX11 0SG www.ja.net

IP Transit

LINX Limited Company No. 04820223

London Internet Exchange Limited Geneva House 3 Park Road Peterborough Cambridgeshire PE1 2UX www.linx.net

IP Transit

Level 3 Limited Company No. 08475012

Level 3 Limited Geneva House 3 Park Road Peterborough Cambridgeshire PE1 2UX www.level3.com

IP Transit

Abovenet Limited Company No. 06166509

Abovenet Communications UK Limited 3rd Floor Centurion House 24 Monument Street London EC3R 8AJ www.abovenet.com

Core network infrastructure

EMC Computer Systems (UK) Limited Company No. 02051360

EMC Computer Systems (UK) Limited EMC Tower Great West Road Brentford TW8 9AN www.uk.emc.com

Core network storage

2e2 Limited Company No. 04501291

2e2 Limited The Mansion House Benham Valence Speen Newbury Berks RG20 8LU www.netstore.co.uk

Core network backup

Smoothwall Limited Company No. 04298247

Smoothwall Ltd 1 John Charles Way Leeds LS12 6QA www.smoothwall.net

Filtering and local firewall provision

Lightspeed Limited Company No. 04348298

Lightspeed Systems Whitegates Alexander Lane

Filtering solutions

S4185/00005/70669344 v.2 74

Shenfield Essex CM15 8QF www.lightspeedsystems.com

Redstor Limited Company No. 03556110

Redstor Limited St James’ Wharf 99-105 Kings Road Reading Berkshire RG1 3DD www.redstor.com

Remote backup and restoration services

e-Safe Systems Ltd Company No. 06169753

e-Safe Systems Ltd Evans Business Centre Manchester Road Bolton BL3 2NZ www.e-safesystems.co.uk

E-safety solutions and monitoring services

Wired For Sound (Studios) Ltd Company No. 02376848

Wired Broadcast Lee Valley Technopark Ashley Road London N17 9LN www.wiredboradcast.com

Bonded technologies for DSL/FTTC services

Cetec-ISC Ltd Company No. 04051725

Cetec-ISC Ltd Business Park 5 Cleeve Road Leatherhead Surrey KT22 7NB www.cetecisc.co.uk

On-site installation on-site technical services

Logistics International Public Limited Company Company No. 02562582

Logistics International PLC Unit 1140 Axis Centre Leatherhead Surrey KT22 7ND www.liplc.com

On-site installation on-site technical services

Logicalis Limited Company No. 05299733

Logicalis 110 Buckingham Avenue Slough Berkshire SL1 4PF www.uk.logicalis.com

Specialist data centre services, cloud services, managed services and Cisco warranty management.

S4185/00005/70669344 v.2 75

Schedule 6

Charging Principles and discount structures

1. CHARGING PRINCIPLES

1.1 The Supplier shall complete a Pricing Template in accordance with the Charging Principles set out in this Schedule 6 and shall provide a completed Pricing Template with each Proposed Solution.

1.2 Price pledge

The Supplier shall not supply the same, or materially the same, services to public sector bodies under equivalent terms at rates lower than it charges a Customer, unless it also offers the lower rates to all Customers.

1.3 Transparency of Pricing

The Supplier shall provide transparency in respect of Connectivity and Monitored Service Components, including accurate disclosure of actual costs and mark-up.

1.4 Substitution of alternatives

The Supplier shall substitute alternatives where these offer better value.

1.5 Maximum Margin for service components

The Maximum Margin for managed and unmanaged connectivity services is:

Subcontractor Set up Per cent

Annual Recurring Per cent

BT Openreach 2 2 BT Global Services 2 2 Virgin Media Business 2 2 TalkTalk Business 2 2 SSE Telecoms (Neos Networks Limited)

Not quoted

Kcom Not quoted Updata Not quoted Networks by Wireless 2 2 Wired Broadcast Not quoted

1.6 Maximum Margin for Sub Contracted service components

The Maximum Margin for service components provided by Sub-Contractors is JANET (UK) LINX Not quoted Level 3 Not quoted Abovenet Not quoted EMC Not quoted 2e2 Not quoted Smoothwall Not quoted

S4185/00005/70669344 v.2 76

Lightspeed Not quoted Redstor Not quoted e-Safe Not quoted Cetec Not quoted Logistics International Not quoted Logicalis Not quoted

1.7 Worked example and illustrative prices

Term of call-off Order 3 Years

All prices in this table in £ ex VAT Set up Annual recurring

Base charges: Total Price £77,163.95 £3,794.42

Connectivity Services Actual £55,923.00 £173,320.17

Markup Margin 2.00% 2.00%

Connectivity Services: Total Price £57,064.29 £176,857.32

Service Components

Sub-Contracted Service Components Unit Actual £0.00 £0.00

Markup 0.00% 0.00% Margin 0.00% 0.00%

Unit Total £0.00 £0.00 Sub Total £0.00 £0.00

Self Provided Service Components

Sub Total £9,291.42 £161,956.22

Service Components: Total Price £9,291.42 £161,956.22

Total ex VAT £143,519.66 £342,607.96

Year 2 Price ex VAT £342,607.96 Year 3 Price ex VAT £342,607.96 Total Price 3 year price (ex VAT) £143,519.66 £1,027,823.87

2. DISCOUNT STRUCTURES

The Supplier shall apply the discount structures set out in this schedule in conjunction with the Charging Principles set out above.

2.7 Telecommunications Discounts

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The Supplier shall pass on to Customers the full benefit of savings related to the telecommunications elements connecting Sites to concentrator sites. These discounts may be achieved by:

2.7.1 being eligible for term discounts;

2.7.2 pooling demand, where volume discounts may apply;

2.7.3 taking advantage of product features; or

2.7.4 the SEGfL Consultancy recommending a more cost-effective solution.

2.8 Term Discounts

The Supplier shall apply the term discounts referred to in this paragraph 2.2 to all charges payable under a Call-off Contract that are not subject to the telecommunications discounts referred to in paragraph 2.1.

A term discount will be available for entering into a long-term contract with options available for two (2), three (3) and five (5) years. The term discount will be applied to the full contract value, as follows:

Term Discount to Supplier’s Charges

2 years 2%

3 years 3%

5 years 4%

The annual recurring revenue net of term discount will qualify for Discount Regime 2 (aggregate discounts).

2.9 Discount Regime 2 - aggregate discounts

SEGfL also wishes Customers to benefit from regional aggregation regimes. Therefore, the Supplier shall also offer a volume-based discount, based upon the total annual value of all Customer contracts once the telecommunications charges have been deducted, in accordance with the table below. The Supplier shall apply aggregate discounts after (and in addition to) applying the term discounts referred to in paragraph 2.2.

*Total Aggregated Sum of all Recurring Charges for all live Call-Off Services per "CoV Period"

From To Discount

£1,000,000 £2,000,000 1%

£2,000,000 £4,000,000 2%

£4,000,000 £7,500,000 3%

£7,500,000 £10,000,000 4%

£10,000,000 Upwards 5%

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2.10 Worked discount structure example

For example, a contract for £90,000 over 3 (three) years, exclusive of telecommunications charges (£30,000 per annum), receives a 3% Term Discount, to give a net annual contract value of £29,100. If, when aggregated with other Customers, the total exceeds a published threshold (say, £2,000,000), this annual revenue of £29,100 qualifies for an additional Aggregated Discount of 2% (resulting in a discounted annual price of £28,518). See Table below:

Contract Value Term (Yrs)

Term Discount Annual Discount Net

£90,000 3 3% £30,000 £900 £29,100 Annual aggregated value with other Customers

Aggregate Discount Annual Discount Net

£2,400,000 2% £29,100 £582 £28,518

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3. PRICING TEMPLATE

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Schedule 7

Change Control Procedure

1. If either party (the "Requesting Party") wishes to make a Generic Change, that party shall serve notice (a "Generic Change Notice") on the other (the "Receiving Party") setting out the following:

1.1 the Generic Change proposed;

1.2 the Call-off Contracts and/or Customer(s) potentially affected; and

1.3 any other information relevant to the nature of the Generic Change.

2. Within ten (10) Business Days of the date of such Generic Change Notice the Supplier shall provide to the SEGfL Representative and each Customer with whom the Supplier has a Call-off Contract in place immediately affected a written appraisal setting out:

2.1 the effect such Generic Change would have on the Charges and/or Charging Principles;

2.2 the effect such Generic Change would have on the Call-off Contracts (or any of them);

2.3 whether in the Supplier's reasonable opinion such Generic Change would have a significant adverse effect on the provision of the Phase 4 Services (or any of them); and

2.4 any reasonably necessary amendment to the Supplier Solution Summary.

3. Upon receipt of the Supplier's appraisal in accordance with paragraph 2 the SEGfL Representative will meet with the Supplier Representative to discuss the proposed Generic Change and to reach agreement on whether to implement such Generic Change. On agreement to implement the Generic Change the parties shall agree a programme for implementation and responsibility for the costs involved. The implementation of any such Generic Change shall in all circumstances be subject to the written approval of the SEGfL Representative.

Change in Law or to Standards or Good Industry Practice

4. In respect of a Generic Change resulting from a Change in Law:

4.1 the Supplier may give written notice to the SEGfL Representative that it objects to such a Generic Change Notice only on the grounds that the implementation of the Generic Change would not give effect to or comply with the Change in Law and shall explain the reasons why it believes this to be the case;

4.2 on receipt of any notice pursuant to paragraph 4.1 the SEGfL Representative shall be entitled to issue a written confirmation of the Generic Change Notice in respect of the Generic Change confirming the requirement to implement the Generic Change; and

4.3 the Customers (as appropriate) shall be responsible for paying to the Supplier the extra costs incurred by the Supplier in implementing such Generic Change provided that there shall be no profit element to those costs unless the profit element is fully and transparently disclosed and approved by the Customers as reasonable (the Supplier to provide such proof thereof as the Customers shall reasonably require).

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5. In the event of any disagreement between the Representatives as to the implementation of a Generic Change the provisions of clause 29 shall apply.

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Schedule 8

The SEGfL Consultancy

1. INTRODUCTION

1.1 This Schedule 8 sets out processes to assist SEGfL Members and Associate Members to achieve the most economically advantageous solution to an SSR when procuring and receiving Call-off Services through the involvement of the SEGfL Consultancy.

1.2 The SEGfL Consultancy may use the methods and processes described in this Schedule 8 to facilitate mini-competitions for Call-off Services and Catalogue Services. The role of the SEGfL Consultancy in the procurement of Catalogue Services for inclusion in the SEGfL Catalogue is described in Schedule 2, Part 2A.

1.3 The SEGfL Consultancy's primary role is to assist SEGfL Members and Associate Members in the manner set out in paragraph 3 of this Schedule.

1.4 The Supplier shall co-operate with the SEGfL Consultancy including by providing adequate information in each Proposed Solution in accordance with paragraph 4.2 of this Schedule.

2. THIRD PARTY PROVIDERS

2.1 The Supplier acknowledges that it is the intention of the SEGfL Members to achieve Best Value Solutions through active involvement in the selection and ongoing monitoring of sub-contractors used in the provision of the Call-off Services.

2.2 The Supplier acknowledges that it may be required under this Schedule to quote prices for managing services provided by Third Party Providers which offer elements of a Best Value Solution even where the Supplier has no pre-existing relationship with that Third Party Provider.

2.3 Nothing in this paragraph 2 shall be interpreted as requiring the Supplier to enter into a contractual arrangement with a Third Party Provider if:

2.3.1 the provision of services by that Third Party Provider would have a material adverse effect on the Supplier's ability to comply with clause 19 of the Framework Agreement or to achieve the Service Levels;

2.3.2 the Supplier is unable to agree reasonable contractual terms with that New Provider (having regard to paragraph 2.4).

2.4 If the Supplier sub-contracts its obligations in relation to any Call-off Services, it shall ensure that its agreement with the sub-contractor does not contain any more onerous terms and conditions than are industry standard for those Call-off Services, except as provided in the Template Call-off Contract.

2.5 Subject to paragraph 2.6, the Supplier agrees that the SEGfL Consultancy may discuss any matter relating to the nature of the Call-off Services it provides or proposes to provide with Third Party Providers including the SEGfL Members’ and Associate Members' current and future requirements.

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2.6 The SEGfL Consultancy shall not disclose to Third Party Providers any information relating to the Supplier's charges or any other information that could damage the Supplier's competitive position if disclosed to a Third Party Provider.

3. ROLE OF THE SEGFL CONSULTANCY

3.1 A SEGfL Member of Associate Member may (but is not obliged to) send an SSR to the SEGfL Consultancy for consideration and advice.

3.2 The role of the SEGfL Consultancy shall be to:

3.2.1 act as a point of contact for SEGfL Members and Associate Members to facilitate communication in relation to Statements of Requirements and, where appropriate, the aggregation of demand from more than one SEGfL Member or Associate Member requiring similar Call-off Services;

3.2.2 assess proposed new Third Party Providers to verify whether they are capable of providing Monitored Service Components;

3.2.3 review Statements of Requirements sent to it by SEGfL Members and Assoicate Members and advise on possible Best Value Solutions;

3.2.4 advise SEGfL Members and Associate Members when a mini-competition may be appropriate;

3.2.5 review Proposed Solutions and advise SEGfL Members and Associate Members on whether they are Best Value Solutions; and

3.2.6 advise the SEGfL Members and Associate Members on Equivalent Service Component and when a Second Quote may be required to achieve the Best Value Solution.

4. SUBMISSION AND REVIEW OF PROPOSALS

4.1 If the Supplier wishes to respond to an SSR, it shall do so by submitting a Proposed Solution. Each Proposed Solution shall include a Pricing Template clearly identifying the Monitored Service Components forming part of it and including the required information for each of those Monitored Service Components.

4.2 The Supplier shall co-operate with the SEGfL Consultancy and shall provide such information as the SEGfL Consultancy may reasonably require in order for it to:

4.2.1 evaluate the Proposed Solution;

4.2.2 analyse market practice and conditions in relation to the Monitored Service Components to enable it to identify Equivalent Service Components; and

4.2.3 assess the Monitored Service Components against Equivalent Service Components.

4.3 If the SEGfL Consultancy considers that a Proposed Solution could be improved by using Equivalent Service Components instead of the quoted Monitored Service Components, then it shall advise SEGfL Member(s) and Associate Member(s) to request a Second Quote from the Supplier on that basis.

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4.4 The SEGfL Member(s) and Associate Member(s) shall, in their absolute discretion, decide whether to request a Second Quote or whether to place a Call-off Contract without obtaining a Second Quote.

4.5 If the Supplier receives a request for a Second Quote under this Schedule 8 and wishes to provide a Second Quote, then it shall either respond in writing to the SEGfL Consultancy:

4.5.1 within ten (10) Business Days with a revised Proposed Solution:

4.5.2 within five (5) Business Days stating that it does not wish to provide a revised Proposed Solution.

4.5.3 The revised Proposed Solution shall include a revised Pricing Template showing the impact of replacing a Monitored Service Component with an Equivalent Service Component.

4.6 Each Proposed Solution issued by the Supplier shall remain valid for thirty (30) days from the date of issue.

4.7 A SEGfL Member or Associate Member may accept a Proposed Solution at any time during that period by issuing a Call-off Contract.

5. CHANGES TO SERVICE COMPONENTS AND COMMUNICATIONS SERVICES

5.1 The SEGfL Consultancy may engage from time to time on behalf of the SEGfL Members and Associate Members with Third Party Providers to negotiate discounts, special prices or new Monitored Service Components ("New Service Offering").

5.2 The Supplier shall pass through to SEGfL Members and Associate Members all savings achieved as a result of using New Service Offerings, whether as part of existing or new Call-off Services.

5.3 The SEGfL Consultancy or a SEGfL Member or an Associate Member may request from the Supplier, at any time after an SSR has been issued, a quote ("Substitution Quote") for the substitution of a Monitored Service Component with a New Service Offering.

5.4 The Supplier shall provide Substitution Quotes within ten (10) Business Days and shall include the following details:

5.4.1 any Cancellation Costs that would be reasonably and unavoidably incurred by the Supplier; and

5.4.2 pricing information in the form of the Pricing Template.

5.5 Each Substitution Quote provided by the Supplier shall remain valid for thirty (30) days from the date of issue.

5.6 If the SEGfL Member or Associate Member accepts a Substitution Quote by notice in writing to the Supplier then the affected Call-off Contract shall be amended in accordance with the Change Control Procedure.

5.7 The Supplier shall schedule migration of any substituted Call–off Services so as to ensure continuity of service.

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6. REVIEWING CALL-OFF CONTRACTS AND AGGREGATION

6.1 The SEGfL Consultancy shall identify opportunities for improvement and aggregation by auditing Call-off Contracts (in particular communications infrastructure) in accordance with paragraph 3;

6.2 The SEGfL consultancy may review the Framework Holder's supply chain for Call-off Services to identify opportunities to achieve Best Value by, amongst other things:

6.2.1 changing the term of duration of a contract;

6.2.2 achieving volume savings by aggregating demand across a number of different SEGfL Members and/or Associate Members; and

6.2.3 assessing network design to determine whether services could be delivered more efficiently or cost-effectively based on an alternative design.

6.3 Following an audit under paragraph 3 the SEGfL Consultancy may make a recommendation to the Framework Holder that it seek to renegotiate a contract with a Third Party Service Provider or change its Third Party Service Provider ("Revised Supply Contract").

6.4 The SEGfL Consultancy shall provide appropriate assistance to the Supplier in negotiating the terms of any Revised Supply Contract.

6.5 If the expiry date of any Revised Supply Contract is later than the latest expiry date for a Call-off Contract which benefits from services supplied under that Revised Supply Contract, then the Supplier shall use all reasonable endeavours to ensure that the Revised Supply Contract contains a provision allowing that Revised Supply Contract to be assigned or novated to a SEGfL Member, Associate Member, another Framework Holder or a Replacement Supplier (as defined in the Call-off Contract).

6.6 Any savings achieved as a result of entering into a Revised Supply Contract shall be immediately passed through by the Supplier to the SEGfL Member(s) and Associate Member(s) less any Cancellation Costs.

Restricted Commercial

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Schedule 9

Framework Holder Co-operation

1. INTRODUCTION

1.1 The Supplier recognises that a Customer may enter into a Call-off Contract that requires Call off Services to be delivered under Systems Integrator Services provided by a different Framework Holder ("Integrated Call-off Services").

1.2 If a Customer has entered into a Call-off Contract with the Supplier for Systems Integrator Services, then the Supplier shall, subject to the parties agreeing any necessary changes to the relevant Call-off Contract in accordance with the Change Control Procedure, provide Systems Integrator Services for all Integrated Call-off Services.

2. CO-OPERATION

2.1 The Supplier acknowledges that the seamless delivery of Call-off Services is critical to Customers.

2.2 To facilitate the seamless delivery of Integrated Call-off Services, the Supplier shall co-operate with other Framework Holders in the provision of Integrated Call-off Services (both where it is a Systems Integrator and where it is a provider of Integrated Call-off Services) so as to ensure that seamless delivery and, in particular, in the following areas:

2.2.1 resolving incidents;

2.2.2 standards of service;

2.2.3 provision of information; and

2.2.4 business continuity, disaster recovery and exit planning.

2.3 Resolving incidents

2.3.1 The Supplier shall provide such assistance as another Framework Holder may reasonably require to resolve issues that arise in relation to the implementation and provision of Integrated Call-off Services.

2.4 Standards of service

2.4.1 The Supplier shall ensure that Integrated Call-off Services are provided to the technical standards agreed with the Systems Integrator from time to time provided that these are not more onerous than any standards agreed in the relevant Call-off Contract.

2.5 Provision of information


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2.5.1 The Supplier shall provide to the Systems Integrator or the provider of Integrated Call-off Services (as applicable) such information as that party may reasonably require to enable it to successfully provide the relevant Integrated Call-off Services or Systems Integrator Services (as applicable).

2.5.2 If a Call-off Contract requires co-operation between the Supplier and another Framework Holder (as envisaged in this Schedule), and any Confidential Information is disclosed by one party to the other, then each party shall owe the other a duty of confidentiality no less protective of Confidential Information than that set out in Clause 21 and, notwithstanding the provisions of Clause 46.1, each party may directly enforce these obligations of confidentiality against the other pursuant to the Contracts (Rights of Third Parties) Act 1999.

2.6 Business continuity, disaster recovery and exit planning

2.6.1 The Supplier shall co-operate with providers of Integrated Call-off Services or Systems Integrators (as applicable) to develop and maintain joint business continuity, disaster recovery and exit plans.

3. SYSTEMS INTEGRATOR AS AGENT

3.1 In respect of those Call-off Contracts under which the Supplier provides Integrated Call-off Services, the Supplier shall recognise the authority of the relevant Systems Integrator as agent for the Customer.


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ANNEX

Template Call-off Contract and General Terms and Conditions

Template Call-off Contract

Contract Number [Insert Contract Number]

THIS CALL-OFF CONTRACT is made on

BETWEEN:

(1) [Insert name of Customer] (the "Customer") and

(2) [Insert name of Supplier] (a company incorporated and registered in England and Wales under

company registration number [insert Supplier's company number]) whose registered office is

[insert Supplier's registered office] (the "Supplier").

BACKGROUND RECITALS

A The Customer is [a member of the South East Grid for Learning/an associate member of the

South East Grid for Learning/a member of JNT Association/a school located within [insert

area]] and, as such is entitled to enter into this Call-off Contract pursuant to the framework

agreement dated [insert date of Framework Agreement] made between Bracknell Forest

Borough Council (on behalf of itself and others) and the Supplier ("Framework Agreement").

B This document is based on a template call-off contract annexed to the Framework Agreement

(the "Template Call-off Contract").

1. DEFINITIONS

The defined terms used in this document are set out in the General Terms and Conditions.

2. INCORPORATION

2.1 This Call-off Contract incorporates:

1.1.1 the main body of this document and its Appendices; and

1.1.2 the General Terms and Conditions.


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1.2 If there is a conflict between the provisions of the General Terms and Conditions and the main body of this document, then the provisions of this document in so far as they correspond with the content prescribed by the Template Call-off Contract shall apply. If there is a conflict between the provisions of Appendix 1 and the provisions of Appendix 4, then the provisions of Appendix 1 shall prevail.

2. REQUIRED CALL-OFF SERVICES

3.2 The Supplier shall provide the Call-off Services described in Appendix 1 to the Customer from the Contract Commencement Date on the General Terms and Conditions as supplemented by the provisions of this document and its Appendices.

3.3 Without prejudice to clause 3.1, the Supplier shall provide the Call-off Services in accordance with their solution set out in Appendix 4.

3. SERVICE PERFORMANCE

3.1 The Supplier shall at all times provide the Call-off Services to meet or exceed the Service Levels set out in the General Terms and Conditions, unless otherwise specified in Appendix 2.

4. SERVICE DEDUCTIONS

4.1 If the Supplier fails to perform the Call-off Services in accordance with the Service Levels, Service Deductions shall be accrued to the Customer in accordance with the General Terms and Conditions, unless otherwise specified in Appendix 3.

5. CHARGES

5.1 The Charges for the Call-off Services shall be as set out in Appendix 5.

6. PAYMENT AND INVOICING

6.1 The payment and invoicing procedures for the Call-off Services shall be as set out in the General Terms and Conditions, unless otherwise specified in Appendix 6.

7. REPRESENTATIVES

7.1 The Supplier's Local Representative(s) shall be:

Name & Contact Details Area of Involvement

[Insert name and contact details] [Insert area of involvement]


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7.2 The Customer's Representative shall be:

Name & Contact Details Area of Involvement

[Insert name and contact details] [Insert area of involvement]

8. SITE(S) AND SITE REPRESENTATIVE

8.1 All the Call-off Services will be provided at the Site(s) listed in Appendix 8.

9. THE PROGRAMME OF WORKS

9.1 The Programme of Works in respect of the Call-off Services shall be as set out in Appendix 9.

10. SPECIFICATION

10.1 The Specification for the Call-off Services shall be as set out in Appendix 1.

11. ACCEPTANCE TESTING

11.1 The Supplier shall carry out Acceptance Testing for the Call-off Services in accordance with the General Terms and Conditions, unless otherwise specified in Appendix 9.

12. DELIVERY AND ACCEPTANCE

12.1 The Supplier shall comply with the provisions of Appendix 10 in relation to requirements for delivery of Hardware or Software.

13. CUSTOMER RESPONSIBILITIES

13.1 The Supplier shall comply with any additional Customer's Responsibilities set out in Appendix 7.

14. EXPIRY DATE

14.1 The Initial Term of this Call-off Contract shall expire on [insert date].

14.2 [The Customer shall have the option to extend the Initial Term on the basis of the costed option set out in Appendix 2.]


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15. EXIT PLAN

15.1 Appendix 11 sets out:

15.1.1 the minimum level of information that the Supplier must include in the Exit Plan; and

15.1.2 any additional obligations with which the Supplier shall comply for delivery and maintenance of an Exit Plan.

16. SUB-CONTRACTORS

16.1 Appendix 12 to this Call-off Contract sets out any Sub-Contractors that the Supplier intends to employ for the purposes of the Call-off Contract.

17. REQUIREMENT FOR MIGRATION OF EXISTING SERVICES

17.1 The Customer has identified the following services which it receives from another supplier and wishes to be managed/performed by the Supplier:

Service Existing Provider [Insert services] [Insert existing provider]

18. NOTICES

18.1 All notices under this Call-off Contract shall be in writing and all certificates, notices or written instructions to be given under the terms of this Call-off Contract shall be served by sending the same by first class post, facsimile or by hand, leaving the same at the addresses set out in the Call-off Contract.

If to the Supplier [insert address]

Fax No: [insert fax number]

If to the Customer [insert address]


marked for attention of the Customer's Representative (or his nominated representative as notified in writing to the Supplier from time to time).

18.2 Where any information or documentation is to be provided or submitted to the Customer's Representative or the Local Representative it shall be provided or submitted by sending the same by first class post, facsimile, e-mail or by hand, leaving the same at:

If to the Local Representative [insert address]


E-mail Address: [insert email address]


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If to the Customer's Representative [insert address]


E-mail Address: [insert email address]

Signed for and on behalf of:

Print Name:…………………………………

Signed for and on behalf of

Print Name:…………………………………


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APPENDIX 1

Call-off Services

SERVICE DESCRIPTION

[Insert the Service Description from the SSR]

REQUIRED CALL-OFF SERVICES

[Insert description of Call-off Services required by the Customer. If the Customer is unable to describe these in exact and sufficient detail then this may indicate that a mini-competition is appropriate or, if a SEGfL Member or Associate Member, that the SEGfL Member or Associate Member should discuss its requirements with the SEGfL Consultancy.]

START DATE FOR PROVISION OF CALL-OFF SERVICES

[Insert start date. Note that the Supplier should propose its Programme of Works to meet the required date.]

TERM FOR WHICH CALL-OFF SERVICES ARE REQUIRED

[Insert term.]

EXISTING SERVICES AFFECTED BY CALL-OFF SERVICES

[Insert any existing services that the Customer needs to be migrated or contracts that it may require the Supplier to manage.]

SPECIAL REQUIREMENTS FOR HARDWARE

[Insert requirements, if applicable]

TRAINING

[Insert requirements, if applicable]


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APPENDIX 2

Service Levels

[Insert Service Levels]


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APPENDIX 3

Service Deductions

[Insert Service Deductions.]


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APPENDIX 4

Supplier's Technical Solution

[Insert Supplier's completed technical solution.]


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APPENDIX 5

Charges

[Complete this Appendix based on the information in the pricing template.]

Charges

The Charges shall be consistent with the Charging Principles.

The Charges shall comprise:

Installation costs at a fixed fee of £[insert fixed fee] excluding VAT;

Variable charges are: [itemise variable charges]

The Charges cover all time spent by the Supplier in performing the Call-off Services at the Site(s).

The Charges are inclusive of expenses and disbursements including travel expenses and associated

subsistence allowances incurred by the Supplier.

The Charges (as adjusted by Service Deductions) shall become due in accordance with the Call-off

Contract.

On expiry or early termination of the Call-off Contract, the following provisions will apply with respect

to the acquisition of Hardware and Software.

[Set out where relevant any leasing arrangements and ensure there is clarity of any Customer

payment obligation on exit from the Call-off Contract.]

[Insert costed option for extension.]


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APPENDIX 6

Payment and invoicing

[Insert payment and invoicing provisions]


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APPENDIX 7

Customer's Responsibilities

[Insert Customer's responsibilities.]


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APPENDIX 8

Sites and Site Representatives

1. Sites

[Insert list of Sites.]

2. Site Representative [Insert name and contact details.]


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APPENDIX 9

Programme of Works

[Insert programme of works, including Acceptance Testing etc.]


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APPENDIX 10

Software, Hardware and delivery

1. Software Configurations

[Set out any custom configurations of standard applications.]

2. Hardware

[Set out details of hardware to be supplied.]

3. Delivery

[Set out any specific requirements for deemed delivery and acceptance of Software and Hardware.]


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APPENDIX 11

Exit Plan

[Set out any additional Exit Plan obligations beyond those set out in Schedule 6 of the General Terms and Conditions with which Supplier must comply]


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APPENDIX 12

Sub-Contractors

[Set out any Sub-Contractors that the Supplier intends to engage in addition to those listed in Schedule 5 to the Framework Agreement.]


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General Terms and Conditions for Call-off Contracts


S4185/00005/68432392 v.2

General Terms and Conditions

DATED 20[ ]

[CUSTOMER]

and

RM EDUCATION LTD

GENERAL TERMS AND CONDITIONS

applicable to call-off contracts relating to the provision of high bandwidth (Phase 4) services to the members

of the South East Grid for Learning and others

Restricted commercial

Lacon House 84 Theobald's Road London WC1X 8RW

Tel: +44 (0)20 7524 6000


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GENERAL TERMS AND CONDITIONS

DATE

PARTIES

(1) [Insert name of Customer] (the "Customer"); and

(2) RM EDUCATION LTD (a company incorporated and registered in England and Wales under company registration number 01148594) the registered office of which is at 183 Milton Park, Abingdon, Oxfordshire, OX14 4SE ("Supplier") including, where the context permits, the Supplier's successors and permitted assigns.

RECITALS

(A) The Customer is [a member of the South East Grid for Learning/an associate member of the South East Grid for Learning/a member of JNT Association/a school located within [insert area]] and, as such is entitled to enter into Call-off Contracts pursuant to the framework agreement dated [insert date of Framework Agreement] made between Bracknell Forest Borough Council (on behalf of itself and others) and the Supplier ("Framework Agreement").

(B) The parties agree that these General Terms and Conditions shall apply to all Call-off Contracts entered into between them pursuant to the Framework Agreement.

1. DEFINITIONS

1.1 For the purpose of the Call-off Contract, except where the context requires to the contrary, the words and phrases below shall have the following meanings:

"Acceptable Availability Level" has the meaning given to it in paragraph 1.1 of Appendix 1 of these General Terms and Conditions;

"Acceptance Testing" means the Installation Acceptance Tests and Completion Acceptance Tests (as applicable) to be carried out pursuant to clause 22 of these General Terms and Conditions;

"Affected Party" has the meaning given to it in clause 42.1 of these General Terms and Conditions;


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"Annual Charges"

means the aggregate amount of Charges in respect of a Year that are:

(a) already paid;

(b) are due for payment but unpaid; and

(c) would be payable under the Call-off Contract had both parties complied with their respective obligations under the Call-off Contract throughout that Year;

"Availability Percentage" has the meaning given to it in paragraph 4.1 of Appendix 1Error! Reference source not found. of these General Terms and Conditions;

"Barred List" the barred lists provided for under the Safeguarding Vulnerable Groups Act 2006;

"Best Value Duty" means the duty imposed on local authorities by S.3 of the Local Government Act 1999 to secure continuous improvement in the way they carry out their functions and therefore to achieve either or both of the optimum combination of whole life cost and quality or fitness for purpose to meet the user's requirements and/or the optimum combination of economy, efficiency and effectiveness;

"Call-off Contract" means a contract between the Customer and the Supplier for the Call-off Services entered into pursuant to the Framework Agreement and incorporating these General Terms and Conditions;

"Call-off Services" means those of the Phase 4 Services identified in the Call-off Contract as shall be provided by the Supplier in accordance with the Specification and the terms of the Call-off Contract;

"Change Control Procedure" means the procedure to be followed in proposing, agreeing and recording Variations as set out in clause 25 of these General Terms and Conditions;

"Change in Law" means the coming into effect or repeal in England and Wales of any legislation, or any amendment or variation to any legislation, any judgement of a relevant court of law which changes binding precedent in England and Wales and/or any Standards or Good Industry Practice in each case after the Contract Commencement Date;

"Change of Control" means that a person or group of connected persons who or which does not, at the Contract Commencement Date, have control of the relevant party (as the context requires) acquires control of that party and for these purposes "control" has the


S4185/00005/68432392 v.2 3

meaning set out in section 450 and 451 and "connected persons" has the meaning set out in section 1122 and 1123 of the Corporation Tax Act 2010;

"Charges" means the sums to be paid by the Customer to the Supplier as set out in the Call-off Contract and adjusted (where appropriate) to take into account any Service Deductions;

"Commercially Available Software" means software that is:

(a) generally available for licensing to any person on terms that would reasonably be regarded as industry standard commercial terms; and

(b) of a type such that competitor products providing broadly similar functionality exist and are also generally available;

"Commercially Sensitive Supplier Information" means information that is provided by the Supplier that relates to one of the categories of information set out below:

(a) any commercial information (i.e. information relating to pricing or declared margin); or

(b) technical specifications issued to SEGfL or the Customer;

"Completion Acceptance Tests" means those tests carried out by the Supplier in accordance with clause 22 of these General Terms and Conditions to demonstrate to the Customer's Representative that the Call-off Services:

(c) have been delivered to all Site(s) specified in the Programme of Works (or phase of Site(s) if appropriate); and

(d) are working at all Sites in accordance with the Service Levels;

"Completion Certificate" means the certificate in the form set out in Appendix 7 of these General Terms and Conditions issued by the Customer's Representative pursuant to clause 22.6 of these General Terms and Conditions;

"Confidential Information" means any and all:

(e) information, technical, commercial, financial or otherwise (including data, know-how, methodologies, formulae, processes, designs, photographs, drawings, specifications, samples, programmes, materials, records, business plans, consumer research, analysis or experience) that is confidential in nature or expressed in any way to be confidential by the party disclosing it (whether or not it is marked "confidential") and whether disclosed in writing, orally, pictorially, by demonstration, by viewing, in machine readable form or other means including on electromagnetic or CD media or via telephone


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lines or radio or microwave and whether stored electronically or otherwise relating to either party; and

(f) notes, reports, analysis and reviews of the information referred to in paragraph (e);

"Contract Commencement Date" means the date of the Call-off Contract;

"Conviction" means, other than for minor road traffic offences, any previous or pending prosecutions, convictions, cautions and binding-over orders (including any spent convictions as contemplated by section 1(1) of The Rehabilitation of Offenders Act 1974 by virtue of the exemptions specified in part II of Schedule 1 of the Rehabilitation of Offenders Act 1974 (Exemptions) Order 1975 (SI 1975/1023) or any replacement or amendment to that Order, or being placed on the Barred List kept pursuant to section 2 of the Safeguarding Vulnerable Groups Act 2006;

"Core Hours"

means the time between 8 a.m. and 6 p.m. on Business Days;

"Customer's Data" means any or all the Confidential Information, information databases, text, drawings, diagrams, images or sounds in whatever form that data may exist:

(g) that are owned, originated by (or on behalf of) or relating to the Customer which either is or may be used in connection with the Call-off Services; or

(h) which the Supplier or any Supplier Party is required to provide under or pursuant to this Call-off Contract;

"Customer Notice of Change" means the written notice served by the Customer on the Supplier to require the Supplier to comply with a Change in Law;

"Customer's Representative" means the representative appointed by the Customer and named in the Call-off Contract;

"Customer's Responsibilities" mean the responsibilities set out in Appendix 5 of these General Terms and Conditions;

"Data Controller" has the meaning given to it in the Data Protection Legislation;

"Data Processor" has the meaning given to it in the Data Protection Legislation;


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"Data Protection Legislation" means the Data Protection Act 1998 and all other applicable Laws relating to processing of personal data and privacy;

["Deed of Guarantee" means the deed of guarantee in the form set out in Appendix 3 of these General Terms and Conditions;]

"DfE" means the Department for Education (and any successor body performing substantially the same functions);

"Disaster Recovery and Business Continuity Plan" means the plans to be delivered to the Customer in accordance with clause 11 of these General Terms and Conditions;

"Disclosing Party" has the meaning given to it in clause 34.1 of these General Terms and Conditions;

"Disclosure and Barring Scheme" the disclosure and barring scheme operated by the Disclosure and Barring Service;

"Disclosure and Barring Service" means the non-departmental public body established pursuant to the Protection of Freedoms Act 2012;

"Dispute Resolution Procedure" means the procedure for resolution of disputes as set out in clause 41 of these General Terms and Conditions;

"Documentation" means operational and instruction manuals, user guides, reports, training materials, use policies, plans, maintenance handbooks and other documents relating to the Call-off Services developed by the Supplier or any Supplier Party for the effective provision, receipt and use of the Call-off Services, and/or any Hardware or Software used in the performance of the Call-off Services;

"EIR" means the Environmental Information Regulations 2004 together with any guidance and/or codes of practice issued by the Information Commissioner or relevant government department in relation to such Regulations;

"Exclusive Assets" means the assets owned or leased and used by the Supplier or a Supplier Party (where applicable) exclusively in the provision of the Call-off Services located at any Site or at any other premises serving the Site;


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"Existing Providers" means any providers of services similar or ancillary to the Call-off Services with whom the Customer has an agreement or arrangement at the Contract Commencement Date;

"Exit Manager" means the manager appointed by the Customer and the Supplier in accordance with clause 14.8 of these General Terms and Conditions and Appendix 6 of these General Terms and Conditions;

"Exit Plan" means the plan to be prepared by the Supplier in accordance with paragraph 1 of Appendix 6 of these General Terms and Conditions;

"Extension Event" means:

(i) failure by the Customer to comply with the Customer's Responsibilities (unless, and except to the extent, such failure is caused (or contributed to) by the Supplier or any Supplier Party); or

(j) any deliberate act or omission of the Customer or any failure by the Customer to take reasonable steps to carry out its activities in a manner which minimises undue interference with the Supplier's performance of the Call-off Services save:

(i) to the extent caused or contributed to by the Supplier or any Supplier Party;

(ii) where the Customer is acting in accordance with a recommendation or instruction of the Supplier or any Supplier Party (which shall not impose any obligation on the Customer to do so); and/or

(iii) to the extent the consequences of such interference would have been prevented by the proper performance of the Supplier's obligations;

"Final Certificate" means the certificate in the form set out in Appendix 7 of these General Terms and Conditions issued by the Customer's Representative pursuant to clause 22.7 of these General Terms and Conditions;

"FOIA" means the Freedom of Information Act 2000 and any subordinate legislation (as defined in section 84 of the Freedom of Information Act 2000) made under the Freedom of Information Act 2000 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 Act;

"Force Majeure Event" means an event beyond the reasonable control of a party (and in the case of the Supplier an event that is also beyond the reasonable control of the Supplier


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Parties) including acts of God, acts of terrorism or a public enemy, fires, floods, explosions or other catastrophes, epidemics or strikes, slowdowns, lockouts or other labour stoppages affecting third parties except that strikes, slowdowns, lockouts or other labour stoppages of any Supplier Party shall not constitute a Force Majeure Event;

"Framework Agreement" has the meaning given to it in Recital A;

"General Terms and Conditions" means these general terms and conditions;

"Good Industry Practice" means using procedures, practices, methods and national and industry standards conforming to the Law and exercising that degree of skill and care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person engaged in a similar type of undertaking under the same or similar circumstances;

"Group" means the subsidiary undertakings and holding undertakings from time to time of a company (including its ultimate holding company) or subsidiary undertakings from time to time of a holding company (in each case within the meaning of section 1159 Companies Act 2006);

["Guarantor" means [ ] (incorporated and registered in England and Wales under company registration number [ ]) the registered office of which is at [ ];]

"Hardware" means the equipment to be used by the Supplier in the provision of the Call-off Services as detailed in the Specification;

"Help Desk" means the Supplier's help desk and fault resolution services as described more particularly in the Phase 4 Services Description;

"Initial Contract Term" means in relation to each Call-off Contract, the period from and including the Contract Commencement Date to the expiry date specified in the Call-off Contract;

"Insolvency Event" means the Supplier, any holding or parent company of the Supplier at all levels up to and including the Supplier's ultimate parent company:

(k) being unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986;


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(l) failing to comply with a statutory demand;

(m) being subject to enforcement of a judgement, or to distress, or a lien being enforced, executed or attached against the whole or any material part of the undertaking, assets, rights or revenues of the company;

(n) entering into compulsory or voluntary liquidation or the appointment of a supervisor of a voluntary arrangement (other than for the purposes of effecting a solvent liquidation, reconstruction or amalgamation);

(o) passing a resolution or taking any steps with a view to the passing of a resolution for its winding up (including the convening of a meeting of the company's members at which such a resolution is due to be passed);

(p) convening of a meeting of creditors for the approval of a compromise or arrangement between the company and its creditors;

(q) giving or filing notice of intention to appoint an administrator, entering into administration, having a liquidator, receiver, manager, an administrative receiver or administrator appointed by (as appropriate) the company, its directors, the court or by the holder of a qualifying floating charge (as defined in the Enterprise Act 2002) over the whole or any part of the company's undertaking, assets, rights or revenue;

(r) being subject to an order for the winding up of the company by the court pursuant to a petition or the sanctioning of a compromise or arrangement by the court under Part 26 of the Companies Act 2006;

(s) taking steps for the dissolution of the company or it ceasing or threatening to cease for any reason to carry on business; or

(t) taking any of the steps or suffering any circumstance or procedure in any jurisdiction which in the opinion of the Customer is analogous to the events set out above;

"Installation Certificate" means the certificate in the form set out in Appendix 7 of these General Terms and Conditions to be provided by the Customer's Representative pursuant to clause 22.5 of these General Terms and Conditions;

"Installation Acceptance Tests" means those tests of the Call-off Services to be carried out by the Supplier pursuant to clause 22 of these General Terms and Conditions to demonstrate to the Site Representative that the Call-off Services have been delivered to the Site(s) and are working in accordance with the specifications detailed in the Programme of Works;

"Intellectual Property Rights" means rights, title and interest in patents, trade marks, and trade and business names (including service marks), design rights, utility models, copyright (including copyright in computer programs), database rights, know-how, (including trade secrets and confidential business information) and in each case whether registered or unregistered, and including:


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(a) any pending applications or rights to apply for registrations of any of these rights;

(b) any similar or analogous rights to any of these rights, whether arising or granted under the law of England or of any other jurisdiction; and

(c) any renewals, revivals and extensions of any of the foregoing;

"Interim Solution" means a temporary technical solution for the provision of the Call-off Services where for technical reasons such as the lack of installed telecommunications infrastructure components in the relevant geographical area, the Supplier is not able to provide the Call-off Services in accordance with the principles of the Supplier Solution Summary;

"IPR Claim" means any claim, action or demand made (or litigation or other dispute resolution process commenced) due to any infringement or alleged infringement by the Customer or any other permitted Users in accordance with or pursuant to the Call-off Contract of any Intellectual Property Rights used to provide the Call-off Services but excluding any Intellectual Property Rights developed, purchased or licensed by or on behalf of the Customer, that were not supplied or made available by or on behalf of the Supplier pursuant to the Call-off Contract;

"Law" means:

(u) any applicable statute or any delegated or subordinate legislation;

(v) any enforceable community right within the meaning of section 2(1) of the European Communities Act 1972;

(w) any applicable guidance, direction, determination or regulations with which the Customer and/or the Supplier is bound to comply to the extent that the same are either published and publicly available or the existence or contents of them have been notified to the Supplier by or on behalf of the Customer; and

(x) any applicable judgement of a relevant court of law which creates a binding precedent in England;

"Local Representative" means the person identified by the Supplier in the Call-off Contract to act as the Supplier's representative in relation to matters specific to the Call-off Contract;

"Minimum Term" means the period specified as such in the Call-off Contract which shall not in any event end later than the second occurrence of the date of 31 March to occur following the issue of the Final Certificate;


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"Named Employee" has the meaning given to it in clause 14A.1 of these General Terms and Conditions;

"Owner" has the meaning given to it in clause 34.2 of these General Terms and Conditions;

"Personal Data" means personal data as defined in the Data Protection Legislation which is supplied to the Supplier by the Customer or obtained by the Supplier in the course of performing the Call-off Contract;

"Phase 4 Services Description" means the description of the Phase 4 Services set out Schedule 2 of the Framework Agreement;

"Planned Completion Date" means the date specified in the Programme of Works for when the Call-off Services are due to be completed and available to all of the Users;

"Processing" and "Process" have the meaning given to them in the Data Protection Legislation;

"Programme of Works" means the programme for the installation, implementation, testing and completion of the means of delivery of the Call-off Services as set out in the Call-off Contract;

"Quarter" means each consecutive period of three (3) whole calendar months from the Contract Commencement Date;

"Remedial Plan" means the plan setting out the action(s) proposed by the Supplier to remedy the matters giving rise to a Warning Notice and a timetable for implementing such action(s);

"Replacement Call-off Services"

means the services to be provided by the Replacement Supplier in substitution for the Call-off Services (or any of them);

"Replacement Supplier" means any third party appointed pursuant to the Framework Agreement to provide Replacement Call-off Services;

"Request for Information" means a request for information pursuant to the FOIA or the EIR;


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"SEGfL" means the South East Grid for Learning, an unincorporated association that is not a separate legal entity and whose address for correspondence is SEGfL Project Office, Easthampstead Park, Wokingham RG40 3DF;

"SEGfL Representative"

shall be the person appointed by SEGfL from time to time to be its representative pursuant to the Framework Agreement;

"Sensitive Function" means in relation to Named Employees, those who:

(c) have contact with children and/or vulnerable adults; or

(d) have access to data systems containing information (including but not limited to Personal Data) about children and/or vulnerable adults;

"Service Acceptance" means the relevant Call-off Services have passed Acceptance Testing;

"Service Availability" has the meaning given to it in paragraph 4.1 of Appendix 1 of these General Terms and Conditions;

"Service Deductions" means the deductions from the Charges which the Customer is entitled to make in accordance with Appendix 2 of these General Terms and Conditions;

"Service Failure" shall mean each of the service failures identified as a Service Failure in Appendix 1 of these General Terms and Conditions;

"Service Level Exclusions" has the meaning given to it in paragraph 4.1 of Appendix 2 of these General Terms and Conditions;

"Service Levels" means the minimum standards for the performance, functionality and other requirements of the Call-off Services as set out in Appendix 1 of these General Terms and Conditions;

"Service Transfer" means any transfer of the Call-off Services (or any part of them), for whatever reason, from the Supplier or any Sub-Contractor to the Customer or a third party supplier including a Replacement Supplier;


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"Site(s)" means the locations at which the Call-off Services are to be provided as set out in the Call-off Contract;

"Site Representative" means the representative of the Customer at each Site as set out in the Call-off Contract;

"Site Requirements List" means the list of site-specific matters to be provided to the Customer's Representative in accordance with clause 16 of these General Terms and Conditions;

"Software" means all operating systems, computer programs, databases, ancillary software and associated documentation (including all new releases, enhancements and Variations thereto) to be provided by the Supplier to the Customer in the provision of the Call-off Services and as detailed in the Specification;

"Source Code" means software in eye-readable form and in such form that it can be compiled or interpreted into equivalent object code together with all technical information and documentation necessary for the use, reproduction, modification, enhancement and support of such software by a reasonably skilled engineer without recourse to any other document, materials or person;

"Specially Written Software" means any software code or programs specified in the Call-off Contract which are written by or on behalf of the Supplier or any Supplier Party to specifically provide the Call-off Services including any software the Supplier develops pursuant to a requirement of or an instruction issued by the Customer;

"Specification" means the detailed description of the Hardware and Software to be used by the Supplier to provide the Call-off Services set out in the Call-off Contract;

"Standards" means the international, national and industry standards applicable to the Phase 4 Services (or any of them) including (in respect of information security) BS7799 and all guidance or standards issued by the DfE, the security requirements described in Schedule 2 of the Framework Agreement, the security policies referred to in Schedule 3 of the Framework Agreement, and any guidance from the Information Commissioner from time to time;

"Sub-Contract" means each contract entered into between the Supplier and a Sub-Contractor for the provision of any element of the Call-off Services;


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"Sub-Contractor" means any person(s), firm or company to whom any part of a Call-off Contract has been sub-let by the Supplier;

"Supplier Employees" means all people who are at any time employees of the Supplier or of any Supplier Party and who are wholly or for the majority of their time engaged in providing the Call-off Services;

"Supplier Party" means the Supplier Employees, the Supplier's agents, Group companies and contractors including each Sub-Contractor and its Group companies and sub-contractors of any tier and its or their employees, directors and officers and "Supplier Parties" shall be construed accordingly;

"Supplier Representative" means the representative of the Supplier appointed by the Supplier under the Framework Agreement;

"Term" means the term of the Call-off Contract as set out in clause 4 of these General Terms and Conditions;

"Termination Payment" has the meaning given to it in clause 39.5 of these General Terms and Conditions;

"Transfer Regulations" means the Transfer of Undertakings (Protection of Employment) Regulations 2006 (as amended);

"Transferring Assets" means the Exclusive Assets of the Supplier or any Supplier Party identified by the Customer in the Transitional Assistance Notice that it requires to be transferred to the Customer or its nominee on expiry or termination (however caused) of a Call-off Contract in accordance with paragraph 11.1 of Appendix 6 of these General Terms and Conditions;

"Transferring Contracts" shall have the meaning set out in paragraph 11.1.4 of Appendix 6 of these General Terms and Conditions;

"Transitional Assistance" means those services (including any or all of the Call-off Services) to be provided by the Supplier upon expiry or termination (however caused) of the Call-off Contract for the purposes of enabling a smooth transition of the Call-off Services to a Replacement Supplier in accordance with the obligations as set out in Appendix 6 of these General Terms and Conditions;


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"Transitional Assistance Notice" means the notice given by the Customer pursuant to paragraph 5.1 of Appendix 6 of these General Terms and Conditions;

"Transitional Assistance Period" means the period specified in the Transitional Assistance Notice during which the Customer requires the provision of Transitional Assistance;

"Variation Notice" shall have the meaning set out in clause 25.3 of these General Terms and Conditions;

"Variations" means the addition to, deletion from or any other varying of the Call-off Services or Site(s) agreed by the parties in writing in accordance with the Change Control Procedure;

"Warning Notice" shall have the meaning given to it in clause 21.4 of these General Terms and Conditions;

"User" means any end user of the Call-off Services at the Site(s) and the Customer's Representative and the SEGfL Representative;

"VAT" means value added tax at the rate prevailing at the time of the relevant supply charged in accordance with the provisions of the Value Added Tax Act 1994; and

"Year" means the twelve (12) month period from and including 1 April in each calendar year up to and including 31 March in the following calendar year save that the first Year of the Call-off Contract, shall be the period from (and including) the Contract Commencement Date up to (and including) the 31 March in the following calendar year.

1.2 Any other capitalised words and phrases used in these General Terms and Conditions and a Call-off Contract and not defined in clause 1.1 of these General Terms and Conditions shall have the meaning given to them in the Framework Agreement.

2. INTERPRETATION

2.1 Except where the context expressly requires otherwise, references to clauses, sub-clauses, paragraphs, sub-paragraphs, parts, schedules and appendices (if any) are references to clauses, sub-clauses, paragraphs, sub-paragraphs, parts, schedules and appendices (if any) of or to Call-off Contracts.


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2.2 References to any agreement or document (including a Call-off Contract) include (subject to all relevant approvals and any other provisions of a Call-off Contract concerning variations to agreements or documents) a reference to that agreement or document as varied, supplemented, substituted, novated or assigned.

2.3 References to a public organisation (other than SEGfL) shall be deemed to include a reference to any successor to such public organisation or any organisation or entity which has taken over either or both the functions and responsibilities of such public organisation. References to other persons (other than SEGfL) shall include their successors and assigns.

2.4 Words in a Call-off Contract importing the singular only shall, where the context so requires, also include the plural and vice versa, words importing the masculine gender shall include feminine or neuter or vice versa and references to persons shall include firms, corporations, trusts, governmental bodies, authorities, agencies, unincorporated bodies of persons or associations and any organisations having legal capacity or partnership where the context requires.

2.5 References in a Call-off Contract to any Law are to be construed as references to that Law as amended, extended or re-enacted or to any legislation from time to time replacing, amending, extending or consolidating the same (either before or after a Contract Commencement Date) and shall also include reference to all statutory instruments and orders made pursuant to any such statutory provision, provided that the effect of any Change in Law occurring after the relevant Contract Commencement Date shall be determined in accordance with clause 23.

2.6 The headings contained in a Call-off Contract are for convenience only and shall not influence the interpretation of that Call-off Contract.

2.7 Reference to "parties" means the parties to a Call-off Contract and references to "a party" mean one of the parties to a Call-off Contract.

2.8 In construing a Call-off Contract, general words followed by the words "include(s)", "including" or "in particular" or similar expressions shall not be given a restrictive meaning because they are followed by particular examples intended to fall within the meaning of the general words.

2.9 All of the Supplier's obligations, duties and responsibilities under a Call-off Contract shall be construed as separate obligations, duties and responsibilities and to be performed at the Supplier's own cost and expense.

3. APPLICABILITY

3.1 These General Terms and Conditions are executed by the parties on the date of the first Call-off Contract.

3.2 By signing these General Terms and Conditions, the parties agree that the terms set out in these General Terms and Conditions shall apply to, and be incorporated in, all Call-off Contracts.


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4. COMMENCEMENT AND DURATION

4.1 The Call-off Contract shall be effective from the Contract Commencement Date and shall continue, unless and until terminated in accordance with clause 38 of these General Terms and Conditions, until the end the Initial Contract Term.

4.2 Where specified in the Call-off Contract, the Customer may, by giving the Supplier written notice before the end of the calendar year immediately preceding the year in which Initial Contract Term ends, extend the Term of the Call-off Contract beyond the end of the Initial Contract Term provided that no such extension may extend beyond [ ].

5. [DEED OF GUARANTEE

The Supplier shall on or prior to the Contract Commencement Date deliver to the Customer the Deed of Guarantee duly executed by the Guarantor.]

6. PROVISION OF THE SERVICES

The Supplier shall provide, integrate, manage and deliver the Call-off Services to the Customer in accordance with the Call-off Contract.

7. PROGRAMME OF WORKS

The Supplier shall carry out the Call-off Services in accordance with the specifications, timing and sequence of events set out in the Programme of Works.

8. CUSTOMER'S RESPONSIBILITIES

The Customer shall perform the Customer's Responsibilities.

9. SERVICE PERFORMANCE

9.1 The Supplier shall at all times provide the Call-off Services to meet or exceed the Service Levels, notwithstanding the involvement of the Customer in the procedures set out in clause 22 of these General Terms and Conditions nor the issue by the Customer of certificates under clause 22 of these General Terms and Conditions.

9.2 To the extent that the standard to which the Call-off Services are to be performed is not specified in Service Levels, the Supplier shall use good quality materials, appropriate applicable techniques and standards and execute the work with such care, skill and diligence as would be exercised by an experienced, careful and competent supplier performing services of a similar nature to the Call-off Services.


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10. SECURITY

10.1 The Supplier shall:

10.1.1 be responsible for the security of all goods and equipment and personal belongings used or owned by the Supplier or any Supplier Party and temporarily located at any Site when installing, maintaining or repairing any Hardware or Software;

10.1.2 at all times and at no cost to the Customer comply with, and procure that each Supplier Party complies with, the security requirements described in more detail in the Phase 4 Services Description or as may be introduced through the Change Control Procedure;

10.1.3 perform the Call-off Services so as to co-ordinate with the operations of the Customer and take all reasonable care to ensure that it does not interfere with the operations or activities of the Customer, its employees or other use of the Sites by or for the Customer;

10.1.4 ensure that the security and internet filters described in the Phase 4 Services Description are available, implemented and effective throughout the Term; and

10.1.5 comply with the Customer's security policy or policies notified by the Customer to the Supplier from time to time.

11. DISASTER RECOVERY AND BUSINESS CONTINUITY

11.1 The Supplier shall, within thirty (30) days of the Contract Commencement Date, deliver to the Customer the Disaster Recovery and Business Continuity Plan and the Supplier shall update such plan where required to reflect changes to the Call-off Services, but in any event at least once every Year and shall submit such updated plan to the Customer for approval.

11.2 The Supplier shall ensure that it is able to implement the Disaster Recovery and Business Continuity Plan at any time and shall implement the Disaster Recovery and Business Continuity Plan in accordance with its terms.

11.3 The Supplier shall test the Disaster Recovery and Business Continuity Plan and at regular intervals not exceeding six (6) calendar months and, where the Customer considers it necessary for there to be additional tests of the Disaster Recovery and Business Continuity Plan, including in circumstances where there has been any change to the Call-off Services or any underlying business processes or on the occurrence of any event which may increase the likelihood of the need to implement the Disaster Recovery and Business Continuity Plan, the Customer shall be entitled to require additional tests of the Disaster Recovery and Business Continuity Plan by notifying the Supplier to such effect in writing and the Supplier shall conduct such tests in accordance with the Customer's requirements.

11.4 Following each test of the Disaster Recovery and Business Continuity Plan, the Supplier shall send the Customer a written report summarising the results of the test and shall promptly implement any precautionary actions which the Customer considers, in its reasonable opinion, to be necessary as a result of the conduct of the test.

11.5 The Customer may undertake risk assessments in relation to the provision of the Call-off Services and shall provide the results of, and any recommendations in relation to, those risk assessments to the Customer promptly in writing following each review.


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11.6 The Supplier shall immediately effect any change in its practices or procedures highlighted as being necessary by any risk assessment, except to the extent that the change is a Variation, in which case the Supplier shall propose the Variation in accordance with the Change Control Procedure.

12. HARDWARE AND SOFTWARE

12.1 Save where expressly provided in Appendix 8 of the Call-off Contract, title in the Hardware and Software shall remain with the Supplier at all times during the Term.

12.2 Risk in the Hardware and Software located on a Site shall pass to and remain with the Customer for the Term once it has successfully passed the Acceptance Testing or been delivered in accordance with the terms specified in Appendix 8 of the Call-off Contract.

12.3 If no terms of delivery are specified in Appendix 8 of the Call-off Contract, risk in the Hardware and Software shall pass to the Customer on issue of an Installation Certificate.

12.4 If required in Appendix 8 of the Call-off Contract and at the Customer's cost, the Supplier shall take out and maintain appropriate insurance against loss, damage and theft of Hardware and Software.

12.5 If all or any part of the Hardware or Software is lost, damaged or stolen then the Supplier shall repair or replace the same as soon as is reasonably practicable by purchasing replacement items and shall ensure delivery of such replacement items in a timely manner and conduct Acceptance Testing on such replacement items.

12.6 The Supplier shall be responsible for the installation of all Hardware and Software and for its performance in accordance with the Service Levels and clause 13 of these General Terms and Conditions

12.7 The Supplier shall ensure that the Software is a currently supported version of that software.

12.8 The Supplier shall notify the Customer promptly in the event that any Hardware (or parts thereof) become or are likely to become obsolete.

12.9 No Hardware or Software shall be installed at the Site(s) without the prior permission of the Site Representative.

13. QUALITY ASSURANCE AND BEST VALUE

13.1 The Supplier acknowledges and agrees that it is a fundamental objective of the Customer to achieve value for money in respect of the Call-off Services and, in order to meet this objective the Supplier shall:

13.1.1 give full and proper consideration to the performance of its obligations under the Call-off Contract;

13.1.2 procure that all aspects of the Call-off Services are the subject of a quality management process which provides continuous quality assurance and quality improvement through, without limitation:


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(a) the identification and application of proven techniques and tools from other projects within its operations that would benefit the Customer either operationally and/or financially;

(b) the implementation of practices and measures designed at a minimum to ensure that the Call-off Services are performed in accordance with the Call-off Contract and to improve levels of performance; and

(c) the deployment of appropriately skilled, qualified and experienced management to take responsibility for quality assurance of the Call-off Services; and

13.1.3 provide such evidence of its compliance with this clause 13 of these General Terms and Conditions as may be required by the Customer.

13.2 The Supplier will provide all reasonable support and assistance to the Customer for the Customer to ensure that the supply of services pursuant to the Call-off Contract is in accordance with the Best Value Duty.

13.3 In the event that the Supplier shall assist the Customer to comply with Best Value Duty in accordance with clause 13.2 of these General Germs and Conditions, then the Supplier shall be entitled to be reimbursed with all expenses reasonably incurred in respect of such assistance provided that such expenses have been agreed with the Customer.

13.4 The Customer may carry out other periodic monitoring, spot checks and auditing of the Supplier's quality management systems and the other quality systems referred to in this clause 13 of these General Terms and Conditions.

14. DESIGNATED REPRESENTATIVES

14.1 The Customer's Representative shall have the authority to act on behalf of the Customer on all matters in connection with the Call-off Contract. The Customer may by further written notice or notices to the Supplier revoke or amend the authority of the Customer's Representative or nominate a new Customer's Representative.

14.2 The Site Representative shall have the specific authority to act on behalf of the Customer in relation to the Site(s).

14.3 The Supplier shall appoint a Local Representative who shall have the authority to act on behalf of the Supplier on all matters in connection with the Call-off Contract. The Supplier may by further written notice or notices to the Customer's Representative appoint a replacement Local Representative subject to the provision of the evidence required by clauses 14.5 and 17 of these General Terms and Conditions in relation to the replacement.

14.4 The Customer reserves the right to request that the Local Representative be changed should the Customer at any time be dissatisfied with the performance of the Local Representative and, in such circumstances, the Supplier will endeavour to provide a competent substitute within not more than three (3) Business Days (unless otherwise agreed between the parties) at no additional cost to the Customer.

14.5 The respective Representatives of each party shall be sufficiently senior within the organisation of his appointing party, and granted sufficient authority by such party over its management and (in the case of the Local Representative) the Supplier Parties to ensure full cooperation in relation to the operation of the Call-off Contract.


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14.6 The Local Representative shall attend (by telephone or in person at the Customer's premises) contract management meetings with the Customer's Representative when requested to do so by the Customer (provided that such meetings shall be no more frequently than once every calendar month) at such time and date as the Customer's Representative may reasonably require to:

14.6.1 review the Supplier's performance of the Call-off Services generally and in particular to identify any difficulties or disputes; and

14.6.2 consider proposals for improvements to the Call-off Services generally and/or to the Call-off Contract.

14.7 The parties acknowledge that the SEGfL Representative or his nominee shall be entitled (but not obliged) to attend and participate in any or all of the meetings referred to clause 14.6 of these General Terms and Conditions.

14.8 Each of the Supplier and the Customer will appoint an Exit Manager and provide written notification of such appointment to each other within twenty (20) Business Days of the Contract Commencement Date.

14.9 The Exit Managers of the Supplier and Customer shall each comply with the respective provisions in Appendix 6 of these General Terms and Conditions.

14.10 The parties acknowledge the role of the SEGfL Consultancy in relation to SEGfL Members and Associate Members, as set out in Schedule 8 of the Framework Agreement.

14A. SUPPLIER PERSONNEL

14A.1 The Supplier shall procure that, in respect of all staff or persons (including Sub-Contractors) who will be carrying out Call-Off Services (each a "Named Employee"), before a Named Employee begins to perform a Sensitive Function:

14A.1.1 each Named Employee is questioned as to whether he or she has any Convictions;

14A.1.2 the results are obtained of a check of the most extensive available kind made with the Disclosure and Barring Service in respect of each Named Employee;

14A.1.3 (to the extent required by the Disclosure and Barring Scheme) the results are obtained of a check of the most extensive available kind made with the Disclosure and Barring Service in respect of each Named Employee; and

14A.1.4 to the extent permitted by Law, a copy of the results of such checks as are referred to in clauses 14A.1.1 to 14A.1.3 are notified to the Customer.

14A.2 The Local Representative shall procure that:

14A.2.1 (to the extent required by the Disclosure and Barring Scheme) all persons performing any Sensitive Function shall be registered with the Disclosure and Barring Service and that where registration is required no persons who are not registered with the Disclosure and Barring Service perform a Sensitive Function;

14A.2.2 no person who appears on a Barred List following the results of a Disclosure and Barring Service check shall be engaged in the performance of a Sensitive Function; and


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14A.2.3 it shall and shall procure that all Sub-Contractors shall comply with all reporting requirements to the Disclosure and Barring Service.

14A.3 The Local Representative shall procure that no person who discloses any Convictions or who is found to have any Convictions, following the results of a Disclosure and Barring Service check, performs a Sensitive Function without the Customer's prior written consent.

14A.4 In so far as permitted by Law, the Local Representative shall procure that the Customer is kept advised at all times of any member of staff or any employee of any Sub-Contractor involved in the provision of the Call-off Services who:

14A.4.1 subsequent to his/her commencement of employment, receives a Conviction which becomes known to the Supplier or any Supplier Party or whose previous Convictions become known to the Supplier or any Supplier Party;

14A.4.2 in respect of whom information is referred by the Supplier or any Supplier Party to the Disclosure and Barring Service pursuant to the Disclosure and Barring Scheme; or

14A.4.3 the Disclosure and Barring Service is "minded to bar" or who is placed on a Barred List pursuant to the Disclosure and Barring Scheme which becomes known to the Supplier or any Supplier Party.

14A.5 In the event that any member of staff or any employee of any Sub-Contractor involved in the provision of the Call-off Services is subsequently added to a Barred List, the Supplier Representative shall procure that such member of staff or employee of a Sub-Contractor no longer performs any Sensitive Function.

15. ASSIGNMENT AND SUB-CONTRACTING

15.1 The Supplier shall not be entitled to assign, sub-licence, transfer or otherwise dispose of any of its rights or obligations under the Call-off Contract in whole or in part or any benefit or interest therein.

15.2 The Customer shall be entitled to assign, dispose of the benefit of or novate the whole or part of a Call-off Contract or any agreement or document in connection with a Call-off Contract to any person organisation or entity which has taken over either or both of the functions and responsibilities of the Customer.

15.3 If any assignment, disposal or transfer is required pursuant to clause 15.2 of these General Terms and Conditions, the Supplier shall enter into such agreement(s) and/or deed(s) as the Customer shall reasonably require to give effect to such assignment, disposal or novation.

15.4 The Supplier may engage those Sub-Contractors set out in Schedule 5 of the Framework Agreement or another Framework Holder recommended by the SEGfL Consultancy for the provision of the Call-off Services.

15.5 Additional or alternative Sub-Contractors (other than those engaged pursuant to clause 15.4 of these General Terms and Conditions) may only be employed if their names are set out in Appendix 13 of the Call-off Contract and the SEGfL Representative has been informed, where required by the Framework Agreement.

15.6 The appointment of Sub-Contractors shall not relieve the Supplier from any liability or obligation under the Call-off Contract and the Supplier shall at all times be primarily


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responsible for the acts, omissions, defaults or negligence of any Sub-Contractor its agents or servants as if they were its own.

15.7 The Supplier shall notify the Customer in writing of each Sub-Contract and shall deliver to the Customer on request, a copy of each sub-contract within ten (10) Business Days of the date of request, certified as a true copy by a director of the Supplier and with such supporting evidence as to the authority of such director as the Customer may require.

15.8 The Supplier shall act in good faith when engaging Sub-Contractors and shall comply with any requirements notified to it from time to time by the Customer in respect of entities with whom the Supplier is prohibited from contracting for the purposes of the Call-off Services.

15.9 The Supplier shall use reasonable endeavours to procure that any replacement of a Sub-Contractor approved by the Customer shall enter into a contract upon the same or substantially similar terms as the person so replaced.

16. SITES

16.1 General

16.1.1 The Customer shall, at all reasonable times within Core Hours, by prior notice and agreement allow the authorised personnel of the Supplier and any Supplier Party such access to the Site(s) as may be necessary for the performance of the Call-off Services.

16.1.2 The Site Representative shall have the right to refuse admittance to, or order the removal from, the Site(s) any person employed by or acting on behalf of the Supplier or Supplier Party who, in the opinion of the Site Representative is not a fit and proper person to be on the Site.

16.1.3 Action taken under this clause 16.1 of these General Terms and Conditions shall be confirmed in writing to the Supplier by the Customer's Representative and shall not relieve the Supplier of its obligations under the Call-off Contract except insofar as any unreasonable refusal by the Customer of access to the Site prevents or materially hinders the performance of the Call-off Contract by the Supplier, in which case the Supplier shall only be relieved of such obligations as may be affected by such unreasonable refusal of access and only where the Supplier has notified the Customer's Representative detailing the effect on those obligations.

16.1.4 Supplier Employees attending Site(s) shall as a minimum adhere to any Site instructions, requirements notified to it from time to time by the Site Representative and health and safety policies.

16.1.5 The Supplier shall by written notice to the Customer's Representative identify the necessary requirements of each Site in which the Call-off Services are to be performed, including power, connection, environmental, access or accommodation requirements and list them in the Site Requirements List to be included as part of the Programme of Works.

16.1.6 The Customer shall use reasonable endeavours to comply with the Site Requirements List and shall, within five (5) Business Days of receipt of the Site Requirements List, notify the Supplier of any items on the Site Requirements List which it is unable to meet.

16.1.7 If the Customer cannot fully comply with the Site Requirements List the Customer's Representative and the Supplier Representative shall meet (in person or by telephone)


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within two (2) Business Days of the date of notification by the Customer's Representative in accordance clause 16.1.5 of these General Terms and Conditions to agree an alternative solution to the Supplier's Site Requirements List and either Representative may refer the matter to be resolved in accordance with clause 41 of these General Terms and Conditions if agreement is not reached within five (5) Business Days of the date of such meeting.

16.2 Supplier's responsibilities on Site

16.2.1 The Supplier shall exercise care when entering and leaving the Site and shall take all adequate precautions to safeguard the occupants and the general public from injury by reason of his use of the Site. The Supplier shall take particular care of the works and his equipment on school premises and shall guard against interference by pupils at any time.

16.2.2 Where work is to be carried out in or adjacent to occupied premises, the Supplier shall report to the Site Representative before starting work. The Supplier shall take instructions from the Site Representative in respect of vehicular movements, deliveries, access and escape routes and response to fire or other emergency alarms.

16.2.3 The Supplier shall ensure that all work carried out under the Call-off Contract is carried out with due regard to convenience of the occupants of any Sites and their neighbours.

16.2.4 The Supplier will be held responsible for any damage to roads, paved areas, grassed areas, trees, fences and property which may be caused by the execution of the Call-off Services and will be required to make good any damage at its own expense and to the satisfaction of the Customer's Representative.

16.2.5 All works on the highway will be the subject of a licence, which shall be applied for by the Supplier from the Highway Authority.

16.2.6 The Supplier shall ensure that re-instatement of surfaces after cable-laying shall provide a firm and stable base and surface which will not compact in use and which will be at least as strong as the original base and surface. Should subsidence occur in any area, which the Supplier has re-instated, the Supplier shall be responsible for remedial works at his own expense to the satisfaction of the Customer's Representative.

16.2.7 The Supplier shall clear away surplus materials, rubbish and debris as it accumulates during the execution of the works to the satisfaction of the Customer's Representative.

16.2.8 The Supplier shall not allow his own or any Supplier Party's work people to smoke on the Sites. No alcohol will be permitted on site.

16.3 Health and safety

16.3.1 The Supplier shall in performing the Call-off Services adopt safe methods of work in order to protect the health and safety of the Supplier Employees, the employees of the Customer, pupils, children and all other persons including members of the public and shall comply with the requirement of the Health and Safety at Work Act 1974, the Management of Health and Safety Regulations 1999, the Control of Substances Hazardous to Health (COSHH) Regulations 2002, HSE guidance notes and approved codes of practice of any other Law directive pertaining to the health and safety of persons and shall have regard to the Customer's health and safety policy.

16.3.2 The Supplier shall, prior to the Contract Commencement Date, provide to the Customer a written copy of its health and safety working procedures relating to the Call-off Contract.


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The Supplier shall review its health and safety policy and safe working procedures as often as necessary and in the light of changing Law or working practices or the introduction of new work equipment and shall notify the Customer's Representative of such revisions. The Customer's Representative may require the Supplier to amend its Health and Safety policy and safe working procedure to comply with any change in legislation or working practices or required as a result of the introduction of new equipment.

16.3.3 The Supplier shall nominate or have nominated a person to be responsible for health and safety matters as required by Law. Whilst on the Customer's premises the Supplier shall require the Supplier Employees to comply with the lawful requirements of the Customer's Representative.

16.3.4 If at any time the Customer's Representative reasonably considers that the Health and Safety at Work Act 1974 is not being complied with he/she shall be entitled to do either or both of the following:

(a) to instruct the Supplier to cease to carry out the work (or a specified part thereof) either immediately or within a specified period or not later than a specified date or time; and/or

(b) to instruct the Supplier:

(i) to take specified steps to secure compliance with the Health and Safety at Work Act 1974; or

(ii) to comply with advice or requirements of the Health and Safety Executive or a proper officer thereof.

16.3.5 The Supplier shall inform the Customer's Representative forthwith upon complying with any such instruction and if the Customer's Representative subsequently confirms in writing that he/she is satisfied that the Supplier has so complied, the Supplier shall recommence to carry out the Call-off Services.

16.3.6 In the event that the Supplier has been in persistent breach of this clause 16 of these General Terms and Conditions, the Customer shall have the right to terminate the Call-off Contract if following prior written notice to the Supplier identifying such persistent breach, the Supplier has not introduced working practices that remedy such persistent breaches on an ongoing basis within twenty-eight (28) days of the receipt by the Supplier of such notice.

17. SUPPLIER EMPLOYEES

17.1 The Supplier shall provide a means of identification to its staff, in a form approved by the Customer's Representative and shall require its staff and all Supplier Parties to wear and keep visible such identification at all times whilst on Site.

17.2 All staff used by the Supplier shall carry the identification referred to in clause 17.1 of these General Terms and Conditions at all times and make it available for inspection on request by any officer(s) of the Customer.

17.3 Entry to Site buildings may be refused if the correct identification is not displayed and, in this event, the Supplier shall be fully responsible for resultant delays or difficulties in the provision of the Call-off Services.


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17.4 The Supplier shall:

17.4.1 use reasonable endeavours to procure that there are set up and maintained, by it and by all Supplier Parties, personnel policies and procedures covering all relevant matters (including discipline, grievance, equal opportunities and health and safety) for all persons involved in the provision of the Call-off Services; and

17.4.2 procure that the terms and the installation of such policies and procedures comply with Law and Good Industry Practice and that they are published in written form and that copies of them (and any revisions and amendments to them) are forthwith issued to the Customer.

17.5 If the Customer shall at any time be dissatisfied with or objects to any employee of the Supplier or employee of a Supplier Party, the Supplier shall forthwith remove such person(s) from the Call-off Contract, and such person(s) shall not be again engaged in the provision of the Call-off Services to the Customer.

17.6 Where clause 17.5 of these General Terms and Conditions applies, the Supplier shall at the request of the Customer and at no additional cost and expense to the Customer, take immediate steps to provide replacement personnel to be approved by the Customer.

18. TECHNOLOGY APPRAISAL

18.1 The Supplier acknowledges and understands the necessity for the Customer to always consider and evaluate any technological advancements and innovations in order to comply with the Best Value Duty.

18.2 The Supplier undertakes throughout the Term to monitor the telecommunications industry (nationally and internationally), for new technologies (including new hardware, software, new technology management and operational improvements and trends) that could be used in the provision or support of the Call-off Services (or any of them).

18.3 The Local Representative shall, at the meetings with the Customer's Representative, update the Local Representative regarding such new technologies and provide a written appraisal of the effect such new technologies may have on the Call-off Services, Service Levels and/or the Charges.

18.4 The Supplier shall provide reasonable assistance to the Customer's Representative to facilitate its evaluation of the relevance of new technologies (whether known to the Customer's Representative or as a subject of the Supplier's appraisal pursuant to clause 18.3 of these General Terms and Conditions) with regard to the provision of the Call-off Services.

18.5 If the Customer's Representative approves any new technologies, any decision regarding implementation shall be effected through the Change Control Procedure.

19. EXISTING SERVICES AND PROVIDERS

19.1 If the Call-off Contract requires the Supplier to migrate existing services then the Supplier shall:

19.1.1 monitor and report on the status and work in progress of Existing Providers;


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19.1.2 advise the Customer of the steps to be taken to avoid or mitigate any events which may materially adversely affect the performance of the Call-off Services;

19.1.3 provide such information as the Customer may reasonably require in order to identify which (if any) of the services from Existing Providers would be suitable to be integrated with the Call-off Services and/or which should be managed by the Supplier;

19.1.4 prepare a plan (including a methodology and timetable) for the management or integration with the Call-off Services of services (or any of them) that the Customer receives from Existing Providers;

19.1.5 propose a timetable for such integration of the services (or any of them) received by the Customer from the Existing Providers;

19.1.6 advise the Customer and keep the Customer up to date on any risks associated with the integration and/or management of Existing Providers (if any);

19.1.7 take all reasonable steps to mitigate the effect of any unavoidable disruption in the provision and delivery of Call-off Services as a result of any such migration of the services received from Existing Providers; and

19.1.8 liaise with Existing Providers regarding any such integration, migration or management.

19.2 The Customer shall supply to the Supplier all documentation reasonably necessary for the performance of its obligations in clause 19 of these General Terms and Conditions insofar as such documentation is within the possession or control of the Customer or can reasonably be obtained by the Customer.

19.3 The Supplier shall be entitled to charge for activities carried out under this clause 19.1 of these General Terms and Conditions on the basis set out in the Call-off Contract.

19.4 The Customer shall direct the Existing Providers to give their reasonable co-operation to the Supplier and the Supplier shall not be liable for any failure to perform its obligations under this clause 19.1 of these General Terms and Conditions to the extent that such failure is caused by the lack of co-operation from Existing Providers.

20. INTELLECTUAL PROPERTY

20.1 Ownership and Licensing of Intellectual Property Rights

20.1.1 During the Term and any Transitional Assistance Period:

(a) the Customer shall not acquire title to the Intellectual Property Rights in any software developed or purchased by or licensed to the Supplier or any Supplier Party used in the provision of the Call-off Services;

(b) neither the Supplier or any Supplier Party shall acquire rights in or title to the Intellectual Property Rights in any of the following:

(i) software developed or purchased by the Customer not supplied by the Supplier pursuant to the Call-off Contract;

(ii) the Customer's Data; and

(iii) any databases or registers compiled hereunder, including without limitation, records of Call-off Contracts.


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20.1.2 Where either party acquires, by operation of law, title to Intellectual Property Rights and such acquisition is inconsistent with the allocation of title set out in clause 20.1 of these General Terms and Conditions, that party shall assign (or, in respect of the Supplier, procure that the Supplier Party assigns) to the other party on the written request of the other party (whenever made) those Intellectual Property Rights.

20.1.3 All Intellectual Property Rights in any Customer's Data (if any are created by the Supplier) or items referred to in clause 20.1.1(b)(ii) of these General Terms and Conditions shall vest in the Customer on creation and the Supplier hereby assigns to the Customer all Intellectual Property Rights (whether existing as at the Contract Commencement Date or created thereafter) in such items.

20.1.4 Where any Intellectual Property Rights in or to such items are created after the Contract Commencement Date:

(a) the assignment pursuant to clause 20.1.2 of these General Terms and Conditions shall take effect as an assignment of future Intellectual Property Rights; and

(b) the Supplier shall execute, and shall ensure that each relevant Supplier Party executes, those documents and does those things which the Customer considers necessary to give effect to this clause 20 of these General Terms and Conditions.

20.1.5 Any assignment of Intellectual Property Rights pursuant to this clause 20 of these General Terms and Conditions shall be with full title guarantee, free from encumbrances and shall include the right to take action for any past, present and future damages and other remedies in respect of any infringement.

20.1.6 The Supplier hereby grants, and shall ensure that each of its relevant Supplier Parties grant to the Customer and the Users a non-exclusive, irrevocable licence to use the Software, and any Documentation during the Term for any purpose related to the interface with and/or the effective receipt by the User of the Call-off Services (including the right to grant sub-licences to any person) and any licences fees payable during the Term shall be included in the Charges.

20.1.7 The licence granted pursuant to clause 20.1.6 of these General Terms and Conditions shall extend after the Term on the same basis in cases where Exclusive Assets are transferred to the Customer and any licence fee payable by the Customer to the Supplier after the Term associated with the Exclusive Assets shall be as set out by the Supplier in the Call-off Contract.

20.1.8 If the Supplier wishes to use any third party software in the performance of the Call-off Services, it shall use, wherever reasonably practicable off-the-shelf packages and the Supplier shall grant to the Customer and the Users, or shall procure that the owner of the third party software directly grants to the Customer, a non-exclusive, irrevocable sub-licence to use any third party software by the Users for any purpose related to the interface with and/or the effective receipt by the Users of the Call-off Services on the same terms as the Software is licensed to the Customer (including the right for the Customer, or any User or person engaged by the Customer to use the third party software, but in respect of any off-the-shelf packages the licence shall be restricted to use for the purposes of receiving and interfacing with the Call-off Services and the sub-licence shall exclude the right to modify that software) and any royalties payable in obtaining such licence shall be paid by the Supplier during the Term.


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20.1.9 The sub-licence(s) referred to in clause 20.1.8 of these General Terms and Conditions shall extend after the Term on the same basis in cases where Exclusive Assets are transferred to the Customer and any licence fees payable by the Customer to a third party supplier after the Term associated with the Exclusive Assets shall be as set out by the Supplier in the Call-off Contract.

20.1.10 The parties agree to comply with the provisions (if any) set out in the Call-off Contract relating to Specially Written Software and/or Documentation specifically produced for the Call-off Contract.

20.1.11 No Intellectual Property Rights in the trade marks or brands of the Customer shall be used by the Supplier or a Supplier Party without the prior written consent of the Customer.

20.2 Intellectual Property Rights Indemnity

20.2.1 The Supplier shall be responsible for and shall on demand indemnify and keep the Customer and the Users and each person lawfully permitted to use the Call-off Services indemnified at all times from and against any liability, action, demand or claim for infringement or alleged infringement of Intellectual Property Rights used to deliver the Call-off Services (including Intellectual Property Rights in the Specially Written Software) except to the extent it:

(a) arises as a direct result of the Supplier acting on the instruction of the Customer (other than where those instructions are expressly set out in the Call-off Contract); or

(b) arises from the wilful misconduct of the Customer, its employees, agents or contractors including wilful breach of the terms of any licence of Intellectual Property Rights agreed by the Customer.

20.2.2 Each party shall promptly notify the other in writing when it becomes aware of any IPR Claim being brought or any direct or indirect losses arising.

20.2.3 Any IPR Claim brought shall be managed by the Supplier at its own expense and the Supplier shall keep the Customer fully informed and consult with the Customer with respect to any such IPR Claim.

20.2.4 The Supplier shall manage all IPR Claims with all due diligence.

20.2.5 The Customer shall at the reasonable request of the Supplier provide reasonable assistance to the Supplier in the management of any IPR Claim and where the Customer does so assist:

(a) the Supplier shall reimburse the Customer for any costs and expenses incurred in so doing including full legal costs and disbursements on a client paying basis; and

(b) the Customer shall not make any admissions which could be prejudicial to the defence or settlement of the IPR Claim, (or could increase direct or indirect losses arising from such IPR Claim) without the prior written consent of the Supplier (which the Supplier shall be free to give or withhold subject to its absolute discretion). The Supplier will have sole defence of all IPR claims.


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20.2.6 Where any IPR Claim is brought, and is successful or is settled, the Supplier shall as soon as is reasonably practicable (at its own expense) and as required either:

(a) modify the Call-off Services so as to avoid the infringement or the alleged infringement provided that:

(i) the performance and functionality of the modified Call-off Services shall be at least equivalent to the performance and functionality of the original Call-off Services;

(ii) there is no adverse effect upon the Customer;

(iii) there are no additional costs occasioned thereby which shall be borne by the Customer; and

(iv) the terms of the Call-off Contract shall apply to the modified Call-off Services as they applied to the original Call-off Services; or

(b) procure a licence to enable the Supplier lawfully to deliver the Call-off Services without increase to the Charges

and, in addition to its obligations under [clauses 20.2.5(b)(a)(iv) and 20.2.5(b)] and [ ] of these General Terms and Conditions (or, where the Customer agrees, as an alternative to its obligations under those clauses), the Supplier shall take such other action as the Supplier may propose (if any) and the Customer agrees to in order to avoid or settle such IPR Claim.

20.2.7 Without prejudice to any other rights of the Customer, if a modification in accordance with clause 20.2.6 of these General Terms and Conditions is not possible so as to avoid the IPR Claim and any losses, or the Supplier has been unable to procure a licence in accordance with clause 20.2.6(a)(iv) of these General Terms and Conditions or is otherwise unable to avoid or settle the IPR Claim and any losses in accordance with clause 20.2.5(b) of these General Terms and Conditions, the Supplier shall be liable for all additional costs of obtaining the Call-off Services from a Replacement Supplier pursuant to the terms of Appendix 6 of these General Terms and Conditions.

20.2.8 Clauses 20.2 to [0] of these General Terms and Conditions shall not apply in respect of any IPR Claims or losses to the extent arising from:

(a) any use by the Customer of the Call-off Services in combination with any item not supplied or approved by the Supplier (or otherwise provided for or anticipated by the Call-off Contract); or

(b) any modification carried out by the Customer to any item supplied by the Supplier where such modification is not authorised by the Supplier.

20.3 Source Code

20.3.1 The Supplier shall at its own cost no later than twenty (20) Business Days of the Contract Commencement Date or (as appropriate), within twenty (20) Business Days of the creation or development of any Specially Written Software:

(a) deliver to the Customer (or its nominee) a copy of the Source Codes (together with the associated Documentation) with respect to the Specially Written Software; and

(b) place, and procure that all Supplier Parties place, all Source Codes of any software that is not Commercially Available Software in escrow with NCC Escrow International Limited or such other reputable escrow agent as the Customer may approve on the basis of the appropriate standard agreement.


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20.3.2 The Supplier shall procure that the Customer shall have the right to use adapt, modify and enhance the Source Codes if they are released from escrow pursuant to the agreement referred to in clause 20.3.1(a) of these General Terms and Conditions.

20.3.3 The Supplier shall at all times during the Term keep the Source Codes (and associated Documentation) delivered to the Customer in accordance with clause 20.3.1 of these General Terms and Conditions and the Source Codes (and associated Documentation) placed in escrow in accordance with clause 20.3.1(a) of these General Terms and Conditions up to date.

20.4 Domain names

The Supplier undertakes:

20.4.1 not at any time to register in connection with the provision of the Call-off Services any domain name containing the name of the Customer, any name similar to the Customer or any name comprising an abbreviation of the name of the Customer or of any name similar to the Customer without the prior permission of the Customer; and

20.4.2 where permission is granted pursuant to clause 20.4.1, the Supplier shall register the domain name in the name of the Customer , provided that the Supplier shall be entitled to retain administrative control of the domain name.

21. PERFORMANCE MONITORING AND SERVICE DEDUCTIONS

21.1 Inspection by the Customer

21.1.1 Subject to giving the Supplier reasonable prior notice, the Customer shall at all reasonable times during the performance of the Call-off Services be entitled (but not obliged) to inspect the materials, techniques or workmanship of the Supplier, the quality control and monitoring procedures in place and the Call-off Services or any part thereof (including carrying out sample checks), provided that such inspection shall not release the Supplier from its obligations under the Call-off Contract.

21.1.2 Without prejudice to the Customer's other rights and remedies pursuant to the Call-off Contract, if, after carrying out any inspection under clause 21.1 of these General Terms and Conditions, the Customer determines that the Call-off Services or any part thereof are not in accordance with the Call-off Contract, the Customer shall give notice in writing to the Supplier within seven (7) days of such inspection to remedy the deficiency, provided that such notice of deficiency shall not relieve the Supplier of any of its obligations.

21.1.3 Without prejudice to clause 22 of these General Terms and Conditions, the Supplier shall:

(a) give the Customer not less than ten (10) Business Days prior notice of every test of the Call-off Services, specifying which part of the Call-off Services is to be tested, the nature of the test, the place where and the date and time when the test is to be carried out; and

(b) similarly notify the SEGfL Representative in respect of any tests which affect the Project as a whole.

21.1.4 The Supplier shall carry out such testing of the Call-off Services or any part thereof as would be carried out by an experienced, careful and competent contractor in order to


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verify that the Call-off Services or any part thereof comply with the Phase 4 Services Description.

21.1.5 The Supplier shall in respect of all tests of the Call-off Services:

(a) permit the Customer and the SEGfL Representative to attend such tests;

(b) procure permission for those persons detailed in clause 21.1.4 of these General Terms and Conditions to attend any tests that are carried out on the premises of any third party;

(c) within five (5) Business Days of the start of such tests provide a written report to the Customer setting out:

(i) particulars of the tests carried out and the results of such tests;

(ii) all aspects of its performance and/or the Call-off Services which fail to meet the requirements of the Call-off Contract;

(iii) the reasons why it failed the test, and

(iv) proposals for any redesigns, modifications, adjustments and carry out or provide such things as may be necessary to enable the test to be passed.

21.2 Reporting by the Supplier

The Supplier shall notify the Customer in writing as soon as reasonably practicable after it becomes aware of any event or circumstances which may adversely affect the performance of the Supplier's obligations under the Call-off Contract (including, but not limited to, its performance against the Service Levels).

21.3 Service Deductions

21.3.1 In the case of a failure by the Supplier to perform the Call-off Services in accordance with the Service Levels, in the circumstances and subject to the provisions set out in Appendix 2 of these General Terms and Conditions, the Customer shall be entitled to set-off the amount of any Service Deductions payable by the Supplier against the Charges, and in the absence of instructions to the contrary from the Customer, the Supplier shall deduct the relevant Service Deductions from its next invoice(s) for the Charges.

21.3.2 Without prejudice to clause 21.3.1 of these General Terms and Conditions, the Customer may require the Supplier, at no additional charge to the Customer, and as soon as practicable, to arrange all additional resources and take all such steps as necessary to ensure that the failure does not recur and to provide to the Customer a plan setting out how the Supplier intends to fulfil this obligation.

21.3.3 The Supplier shall in respect of every test failure bear all cost and expense resulting from the test failure, and (subject to clause 24 of these General Terms and Conditions) shall not be entitled to any extension of time in respect of delays resulting from test failure.

21.3.4 Except in the case of an Interim Solution, any change to the Service Levels or Service Deductions shall be effected by way of a Generic Change in accordance with the Framework Agreement.

21.4 Warning Notices and Increased Monitoring

21.4.1 Without prejudice to any other rights or remedies of the Customer, if the Customer wishes to initiate a process that may lead to termination of the Call-off Contract for poor performance as measured against the Service Levels, the Customer shall give written


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notice (a "Warning Notice") to the Supplier setting out the matter or matters giving rise to such notice; and containing a reminder to the Supplier of the implications of such notice. Any such notice shall state on its face that it is a Warning Notice.

21.4.2 The Customer may also invoke the Warning Notice procedure set out in this clause 21.4 of these General Terms and Conditions as an alternative to giving a fixed period of notice to remedy a breach under clause 38.4 of these General Terms and Conditions or to termination under clause 38.4.1 of these General Terms and Conditions in sufficient detail to enable the Customer to evaluate the Supplier's approach to remedying the matters identified in the Warning Notice.

21.4.3 Within five (5) Business Days of receipt of a Warning Notice the Supplier shall provide a Remedial Plan to the Customer in sufficient detail to enable the Customer to evaluate the Supplier's approach to remedying the matters identified in the Warning Notice.

21.4.4 The Customer shall notify the Supplier within five (5) Business Days of receipt of the Remedial Plan of any changes it requires to such Plan and, if any changes required by the Customer are not agreed in principle by the end of the following Business Day, either party may refer the matter to the Dispute Resolution Procedure.

21.4.5 Except where the Customer directs the Supplier not to implement the Remedial Plan, the Supplier shall develop the detail of the Remedial Plan and commence implementation of the Remedial Plan as soon as practicable on receipt of approval of the Remedial Plan by the Customer and shall keep the Customer informed on progress against the Remedial Plan as frequently as the Customer requires.

21.4.6 If the Supplier receives a Warning Notice the Customer may by written notice to the Supplier immediately increase the level of the Supplier's monitoring of its own performance and that of any Supplier Party and increase its monitoring and performance obligations under the Call-off Contract, in respect of the Call-off Services (or the relevant individual Call-off Service) until such time as the Supplier shall have demonstrated to the reasonable satisfaction of the Customer that it will perform (and is capable of performing) its obligations under the Call-off Contract, and the following provisions shall apply:

(a) any such notice to the Supplier shall specify in reasonable detail the additional measures to be taken by the Customer or by the Supplier (as the case may be) in monitoring the performance of the Supplier;

(b) if the Supplier (acting reasonably) objects to any of the specified measures on the grounds that they are excessive it shall notify the Customer in writing within two (2) Business Days of the receipt of the notice referred to in clause 21.4.2 of these General Terms and Conditions of the measures objected to (and of any changes necessary in order to prevent prejudice to the Supplier's performance of its obligations under the Call-off Contract);

(c) the measures to be taken by the Customer and/or the Supplier (as the case may be) shall be agreed between the parties or, in the absence of agreement, within three (3) Business Days of the Customer's receipt of the Supplier's objection, determined pursuant to the Dispute Resolution Procedure.

22. ACCEPTANCE TESTING

22.1 The applicable procedure for Acceptance Testing is determined by whether the Call-off Services set out in the related Programme of Works are being provided in respect of one


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Site only (in which case clause 22.2 of these General Terms and Conditions shall apply) or more than one Site (in which case clause 22.3 of these General Terms and Conditions shall apply).

22.2 Acceptance Testing for Call-off Services being provided at only one Site

22.2.1 If the Programme of Works specifies that the Call-off Services are to be provided at a single Site, Acceptance Testing of the Call-off Services shall be conducted in accordance with this clause 22.2 of these General Terms and Conditions.

22.2.2 For Call-off Services being provided at only one Site, the process for Acceptance Testing shall be sequenced as follows:

(a) the Supplier conducts Installation Acceptance Tests in accordance with the testing procedure set out in clause 22.4 of these General Terms and Conditions;

(b) the Customer issues an Installation Certificate in accordance with clause 22.5 of these General Terms and Conditions; and

(c) the Customer issues a Final Certificate in accordance with clause 22.7 of these General Terms and Conditions.

22.3 Acceptance Testing for Call-off Services being provided at more than one Site

22.3.1 If the Programme of Works specifies that the Call-off Services are to be provided in respect of more than one Site, then the Acceptance Testing of the Call-off Services shall be conducted in accordance with this clause 22.3 of these General Terms and Conditions.

22.3.2 For Call-Off Services being provided at more than one Site, the process for Acceptance Testing shall be sequenced as follows:

(a) the Supplier conducts Installation Acceptance Tests in accordance with the testing procedure set out in clause 22.4 of these General Terms and Conditions;

(b) the Customer issues an Installation Certificate in accordance with clause 22.5 of these General Terms and Conditions; and

(c) the Supplier conducts Completion Acceptance Tests in accordance with the testing procedure set out in clause 22.4 of these General Terms and Conditions;

(d) the Customer issues a Completion Certificate in accordance with clause 22.6 of these General Terms and Conditions; and

(e) the Customer issues a Final Certificate in accordance with clause 22.7 of these General Terms and Conditions.

22.4 Testing Procedure

22.4.1 The Supplier shall carry out Acceptance Testing in accordance with the timetables set out in the Programme of Works, and shall, in all cases, give at least ten (10) Business Days notice to the Customer Representative of the date of the Acceptance Testing so that the Customer may witness the Acceptance Testing if required.

22.4.2 The Customer shall (save to the extent compliance would or, in the Customer's opinion is likely to, cause disruption to the Customer's usual course of business) provide to the Supplier such facilities as are reasonably necessary to enable the Supplier to perform tests on all aspects of the Call-off Services to demonstrate to the Customer that the Call-


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off Services are connected and available at the Site(s) by the date specified in the Programme of Works.

22.4.3 All tests and re-tests of the Call-off Services shall be carried out at the Supplier's cost and expense save where a re-test is required as a direct result of a failure by the Customer to carry out the Customer's Responsibilities.

22.4.4 If, in the opinion of the Customer, the commencement or progress of tests is being unreasonably delayed, it may by notice in writing require the Supplier to commence or proceed with such tests on such date(s) (within the following seven (7) days) as the Supplier may determine and of which it shall give reasonable notice to the Customer.

22.4.5 If the Call-off Services or any part thereof fail to pass the tests, repeat tests shall be carried out within a reasonable time upon the same basis and:

(a) in the event that the repeat tests show that the Call-off Services or any part thereof have failed to satisfy the relevant tests then the Supplier shall at its own expense provide such additional resources so that those tests can be repeated again; or

(b) un the event that the repeat tests fail to show that the Call-off Services have satisfied the relevant tests then after such repeated tests have been carried out the Customer shall have the right (in its sole determination) to:

(i) require the Supplier to supply, free of charge, such additional work as may be necessary to enable the Call-off Services to pass the tests;

(ii) accept and retain such of the Call-off Services as the Customer may consider expedient at such reduced price as may be agreed between the Customer and the Supplier, with due consideration to the value of the Call-off Services as determined by the Charges;

(iii) make such Service Deductions as are applicable and in the absence of instructions to the contrary from the Customer, the Supplier shall deduct the relevant Service Deductions from its next invoice(s) for the Charges; or

(iv) terminate the Call-off Contract immediately on written notice to the Supplier.

22.5 Installation Certificate

22.5.1 When the Installation Acceptance Testing has demonstrated to the satisfaction of the Site Representative that:

(a) the Hardware and Software necessary for the provision of the Call-off Services have been connected and installed at the Site in accordance with the Programme of Works and, where applicable, the Service Levels; and

(b) the Supplier can demonstrate that the Call-off Services are connected and available to at least one User at the Site or connected and available as described in the SSR,

the Site Representative shall issue without undue delay an Installation Certificate for that Site which will state the date of completion of connection and availability of the Call-off Services in accordance with the Service Levels for at least one User.

22.5.2 The Installation Certificate will state any outstanding defects or omissions in the installation and availability of the Call-off Services which the Supplier is required to make good by the date specified in the Installation Certificate.


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22.5.3 The Supplier undertakes to rectify such outstanding defects or omissions without delay but in any event before such date specified in the Installation Certificate.

22.6 Completion Certificate

22.6.1 When the Customer has issued Installation Certificates in respect of each Site set out in the relevant Programme of Works, and the Supplier has rectified any outstanding defects or omissions detailed in those Installation Certificates (thereby demonstrating to the satisfaction of the Customer's Representative that the Call-off Services have been fully installed and are available to all Users at a Site in accordance with the Call-off Contract), the Customer's Representative shall issue, without undue delay, a Completion Certificate.

22.6.2 The Completion Certificate will state any outstanding defects or omissions to the Call-off Services which the Supplier is required by the Call-off Contract to make good by the date specified in the Completion Certificate.

22.6.3 The Supplier undertakes to rectify such outstanding defects or omissions without delay, but in any event before the date specified in the Completion Certificate.

22.7 Final Certificate

22.7.1 The Customer's Representative shall issue a Final Certificate:

(a) on confirmation that the Call-off Services have been fully installed and are available at all the Sites, and all outstanding defects or omissions detailed in the Installation Certificate(s) and Completion Certificate (as appropriate) have been satisfactorily remedied; and

(b) when statistical data has been received demonstrating that all Call-off Services are meeting or exceeding the Service Levels.

23. VARIATIONS

23.1 No proposed variation to the Call-off Contract shall relieve the Supplier from its obligation unless and until the variation is agreed in accordance with the Change Control Procedure.

23.2 Variations to the Call-off Contract

23.2.1 Neither the Customer nor the Supplier shall be entitled to propose, agree or effect any variation to the terms and conditions set out in the Call-off Contract save as provided in clauses 23.3 to 23.4 of these General Terms and Conditions.

23.3 Variations to the Sites, Call-off Services, Programme of Works, the Charges and/or Exit Plan

23.3.1 The Customer's Representative may at any time prior to the issue of the Final Certificate request the Supplier to undertake a variation in accordance with the Change Control Procedure including additions, omissions, substitutions or alterations to the Sites (or any of them), the Call-off Services, the Programme of Works, the Charges and/or the Exit Plan, or any part thereof.

23.4 Variations in response to a Change of Law

23.4.1 The Supplier shall take all steps necessary to ensure that the Call-off Services are performed in accordance with the terms of the Call-off Contract following any Change in


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Law and shall not be excused for non-performance of Service Levels to the extent that a Change in Law impacts upon the Supplier's ability to achieve such Service Levels.

23.4.2 Either party may give written notice to the other of any variation which is necessary to enable the Supplier and the Customer to comply with a Change in Law in which event the provisions of the Change Control Procedure shall apply.

24. EXTENSION OF TIME

24.1 If an Extension Event causes a material adverse interference with or material failure of the performance of the Call-off Services, the Supplier shall without delay notify the Customer in writing of the occurrence or likely occurrence of such Extension Event and its effect or anticipated effect upon the performance of the Call-off Services.

24.2 The Customer shall, if and where it is reasonably satisfied that an Extension Event has occurred, grant to the Supplier in writing such extension of time as may be reasonable insofar as the Planned Completion Date shall remain unaffected.

24.3 In the event that the Planned Completion Date may or will in the opinion of the Customer or the Supplier be affected the Supplier shall forthwith notify the SEGfL Representative of the occurrence of the Extension Event and provide details of its effect and the reason for it.

24.4 If the Supplier fails:

24.4.1 to notify the Customer of the occurrence of an Extension Event; or

24.4.2 to provide the Customer with such information as the Customer may reasonably request from the Supplier in order to substantiate the occurrence of an Extension Event and its effect or anticipated effect upon the performance of the Call-off Services; or

24.4.3 to notify the SEGfL Representative of an Extension Event which may or shall affect the Planned Completion Date,

the Customer shall not be required to grant an extension of time and any delays suffered by the Supplier during such period of failure shall be recovered by the Supplier at the Supplier's cost and expense.

24.5 The Supplier shall not be entitled to any extension of time to the extent that the delay to the performance of the Call-off Services or any part thereof has been caused by any act, omission or negligence of a Supplier Party or the Supplier.

24.6 The Supplier shall take all reasonable steps to mitigate the consequences of an Extension Event and to the extent that the Supplier does not take such steps it shall not be entitled to and shall not receive any extension of time.

24.7 The Supplier shall be entitled to reimbursement from the Customer of its reasonable additional costs flowing directly from an Extension Event provided such costs are approved by the Customer (acting reasonably) prior to being incurred and provided further that the Supplier provides evidence of such costs as the Customer may reasonably require.


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25. CHANGE CONTROL PROCEDURE

25.1 Unless otherwise expressly provided in the Call-off Contract and, subject to clause 23 of these General Terms and Conditions, all variations to the Call-off Contract shall be dealt with in accordance with this clause 25 of these General Terms and Conditions.

25.2 If either party wishes to make a change, amendment or variation to the terms and conditions of the Call-off Contract, the Service Levels, Phase 4 Services Description or Service Deductions that party shall notify the SEGfL Representative or the Supplier Representative as appropriate and such change shall be addressed through the procedure for Generic Changes under the Framework Agreement.

25.3 If the Customer wishes to:

25.3.1 increase or decrease the number or change any details regarding any of the Sites;

25.3.2 increase or decrease the number of Call-off Services, it requires; or

25.3.3 make any changes to the Programme of Works,

the Customer shall give notice (a "Variation Notice") to the Supplier.

25.4 The Variation Notice shall set out the following information:

25.4.1 the variation proposed;

25.4.2 the Site(s) potentially affected; and

25.4.3 any other information relevant to the nature of the variation.

25.5 Within ten (10) Business Days of the date of such Variation Notice the Supplier shall provide to the Customer a written appraisal setting out:

25.5.1 the effect such variation would have on the Charges;

25.5.2 whether in the Supplier's reasonable opinion such variation would have a significant adverse effect on the provision of the Call-off Services; and

25.5.3 any reasonably necessary consequential amendment to the Programme of Works.

25.6 Within five 5 (five) Business Days of receipt of the Supplier's appraisal in accordance with clause 25.5 of these General Terms and Conditions the Customer's Representative and the Local Representative shall then negotiate in good faith in relation to implementing the proposed variation and the timescale and costs involved with a view to reaching agreement as soon as practicable, provided that the implementation of any such variation shall in all circumstances be subject to the written approval of the Customer.

25.7 In the event of any disagreement between the Representatives as to the implementation of a variation the Dispute Resolution Procedure shall apply.

25.8 Where the implementation of a variation requires the Supplier to incur expenditure, the Supplier shall implement such variation at the best price reasonably obtainable (which shall previously have been agreed with the Customer in writing) and the Charges payable by the Customer shall be decreased or increased accordingly.

25.9 Variations in Response to a Change in Law

25.9.1 Following written notice pursuant to clause 25.4 of these General Terms and Conditions:


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(a) the parties shall meet within twenty (20) Business Days of the date of such notice to consult in respect of the effect of the Change in Law and any variation required as a consequence; and

(b) within twenty (20) Business Days of the meeting referred to in clause 25.9.1 of these General Terms and Conditions the Customer's Representative shall, if a variation is required in order to comply with the Change in Law, issue Customer's Notice of Change and the relevant provisions of this clause 25 of these General Terms and Conditions shall apply except that:

(i) the Supplier may give written notice to the Customer's Representative that it objects to such a Customer Notice of Change only on the grounds that the installation of the variation would not give effect to or comply with the Change in Law;

(ii) the Customer shall issue a written confirmation of the Change Control Note in respect of the variation in accordance with the relevant provisions of clause 25 of these General Terms and Conditions; and

(iii) the Customer will be responsible for paying to the Supplier the extra costs incurred by the Supplier provided that there shall be no profit element to those costs unless the profit element is fully and transparently disclosed and approved by the Customer as reasonable.

26. PAYMENT

26.1 Unless otherwise expressly provided in the Call-off Contract, the Supplier shall submit a detailed invoice in the form set out in Appendix 7 of these General Terms and Conditions on issue of a Final Certificate pursuant to clause 22.7 of these General Terms and Conditions and the Customer shall pay the Charges less any Service Deductions within thirty (30) days of receipt of such invoice.

26.2 All payments under this any Call-off Contract do not include VAT, which where relevant shall be paid additionally by the Customer.

26.3 The Customer reserves the right to withhold payment against any invoice which is not submitted in accordance with the Call-off Contract, or which covers or purports to relate to Call-off Services which have not been provided in accordance with the Call-off Contract and shall notify the Supplier accordingly in writing within seven (7) days of receipt of the invoice.

26.4 In the event that the Customer fails to make payment of an undisputed invoice in accordance with clause 26.1 of these General Terms and Conditions the Supplier reserves the right to charge the Customer interest on any late payment under the Call-off Contract in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

26.5 If any invoice is disputed then any undisputed element of that amount shall be paid and the disputed element shall be dealt with in accordance with the Dispute Resolution Procedure.

26.6 The Customer's Representative and the Local Representative shall meet at least twenty (20) Business Days prior to the date of each anniversary of the Contract Commencement Date to discuss and evaluate any possible decrease in the Charges and the Supplier shall provide such information and evidence to the Customer's Representative as is reasonably necessary


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for the Customer's Representative to reach an informed decision on pricing appropriate to the Call-off Services.

26.7 In the event that the Customer's Representative and the Supplier Representative do not reach agreement pursuant to clause 26.6 of these General Terms and Conditions on a change to the Charges before the date of the appropriate anniversary of the Contract Commencement Date, the Charges effective at that time shall continue to apply and either Representative may refer the matter to be resolved in accordance with the Dispute Resolution Procedure.

26.8 Notwithstanding clause 26.5 of these General Terms and Conditions, the Supplier may request an increase to the Charges at any time during the Term provided that:

26.8.1 the Supplier is able to demonstrate to the satisfaction of the Customer that such increase is a direct result of an increase in the payments the Supplier is required to make to the Sub-Contractor for services and/or components which are not available at a cheaper cost (having regard to the quality of such services and/or components) from a third party and which are fundamental to the Call-off Services; and

26.8.2 such increase required by the Supplier is no greater than the increase in such Sub-Contractor's from time to time.

27. AUDITS, ACCESS TO RECORDS

27.1 The Supplier shall, during the Term and for a period of at least six (6) years after the Supplier's obligations under the Call-off Contract have come to an end:

27.1.1 maintain (and shall procure that each Supplier Party maintains) complete and accurate documents and records relating to the supply of Call-off Services including information relating to the Charges and the Supplier's invoices pursuant to clause 26 of these General Terms and Conditions; and

27.1.2 procure that all such records in the possession of a Supplier Party shall be available to it on a basis that permits the Supplier to disclose them to the Customer and the Supplier has included, or shall include, relevant terms in its contract with each Supplier Party to this effect.

27.2 Subject to clause 27.3 of these General Terms and Conditions, the Supplier grants to the Customer and its authorised agents and any statutory or regulatory auditors, a right of access to any of the Supplier premises, computer systems and any necessary records or documents relating to the Call-off Services in normal working hours (to be exercised upon reasonable advance written notice) not more than once during any Year for the purpose of verifying that the Supplier is complying with the terms and conditions of the Call-off Contract.

27.3 If the Customer, acting reasonably, is aware of, or has reasonable grounds to suspect fraud or if the Supplier claims to be affected by a Force Majeure Event the Supplier shall ensure that the Customer, its authorised agents and any statutory or regulatory auditors shall be entitled to have access to the Supplier's premises, computer systems and all necessary records at any time and as required by the Customer from time to time.


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27.4 The Supplier shall permit records referred to in this clause 27 of these General Terms and Conditions to be examined and copied by the Customer, its representatives and any public sector bodies who have the right to audit the Customer.

27.5 Upon expiry or termination (however caused) of the Call-off Contract and in the event that the Customer wishes to enter into another contract for the operation and management of the Call-off Services the Supplier shall (and shall ensure that the Supplier Parties shall) on being given reasonable notice, comply with all reasonable requests of the Customer to provide information relating to the Supplier's costs of operating and maintaining the Call-off Services.

27.6 The cost and expense of any audit or inspection apart from the Supplier's costs of the one allowed under clause 27.1.2 of these General Terms and Conditions shall be borne by the Customer unless any material miscalculation of any part of the payment provisions set out in clause 26 of these General Terms and Conditions is detected through such audit, the Supplier delays or does not comply with any request for access to premises, records and other information as set out in this clause 27 of these General Terms and Conditions, in which case the Supplier shall promptly refund to the Customer:

27.6.1 the full cost and expense of such audit (including auditor's or accountant's fees and/or expenses; and

27.6.2 the full amount of any over payment by the Customer, together with interest on that amount calculated from day to day at a rate per annum equal to 3% above the base rate of Barclays Bank plc from the date of that over payment by the Customer, as the case may be, up to and including the date that the shortfall is paid in full by the Supplier.

27.7 Following an audit the Customer may discuss its findings with the Supplier and, if appropriate, but without prejudice to other rights and remedies of the Customer, the parties shall agree a plan (including a timetable to implement the plan) to address any concerns identified in an audit. If the parties fail to agree as to whether a plan is appropriate or fail to agree on the plan, the matter shall be dealt with in accordance with the Dispute Resolution Procedure.

27.8 If an audit demonstrates that the Supplier is in material breach of the Call-off Contract, then, without prejudice to other rights and remedies of the Customer the Customer may, by written notice to the Supplier terminate the Call-off Contract in accordance with clause 38.4 of these General Terms and Conditions.

28. WARRANTIES, UNDERTAKINGS AND REPRESENTATIONS

28.1 The Supplier warrants undertakes and represents that:

28.1.1 the Call-off Contract is executed by a duly authorised representative of the Supplier;

28.1.2 the Call-off Services shall be carried out with all due skill and care of a diligent provider of similar or identical services;

28.1.3 all staff, employees, and Supplier Parties assigned to the performance of the Call-off Services shall possess such skill, qualifications, knowledge and experience as is necessary for the proper performance of the Call-off Services;

28.1.4 any information relating to or provided by the Supplier (or at the Supplier's direction) and included or referred to in the Call-off Contract is true, accurate and complete and may be


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relied on by the Customer and insofar as such information is not true, accurate and complete and thereby delays, prevents or materially hinders the implementation and provision of the Call-off Services, the Supplier shall be liable to compensate the Customer for all of its reasonable losses, extra costs and extra expenses thereby incurred;

28.1.5 information supplied by the Supplier as part of a Variation or Exit Plan shall be subject to clause 28.1.3 of these General Terms and Conditions;

28.1.6 all Hardware and Software shall comply with the Specification and be free from significant errors and from defects in design, workmanship, and materials and the Supplier shall promptly remedy such defects at no additional expense to the Customer except where the right to make a charge is expressly agreed in the Call-off Contract;

28.1.7 without prejudice to its obligations in clause 23.4 of these General Terms and Conditions, the Call-off Services comply and shall be provided in accordance with all applicable Laws, regulations or similar legal instruments, and in accordance with Standards, and any applicable guidelines, directives or requirements published by any regulatory or other authorised body;

28.1.8 it has identified, procured and maintained all the necessary consents, permissions, approvals, permits, licences and authorisations required to enter into, perform the Call-off Services and fulfil its obligations under the Call-off Contract and to the best of the Supplier's knowledge and belief (having made reasonable enquiries) there are no circumstances which exist which could lead to any of such consents, permissions, approvals, permits, licences or authorisations being revoked or not being renewed in whole or in part;

28.1.9 the Call-off Services, Hardware and Software, Documentation and other Supplier materials required to be delivered to the Customer do not infringe upon or violate any patent, copyright, trade secret, trademark, invention, proprietary information, nondisclosure, or other rights of any third party and the Supplier warrants that it has and will continue to disclose to the Customer any licences, which shall be entered into by the Customer, with any appropriate third party; and

28.1.10 the software used in performance of the Call-off Services shall be capable of managing and processing date data (including but not limited to calculating, comparing and sequencing) from, into and between centuries, including leap year calculations, and shall ensure that all third party products and services and Customer's customised date data processing materials used in combination with the Call-off Services properly manage and process and exchange date data with the Call-off Services.

28.2 The Customer warrants undertakes and represents that:

28.2.1 Call-off Contracts shall be executed by a duly authorised representative of the Customer; and

28.2.2 the Customer has full capacity and authority needed to enable it to enter into and perform its obligations under each Call-off Contract.

28.3 Subject to clause 29 of these General Terms and Conditions, the Supplier shall, on demand, indemnify and keep the Customer indemnified at all times from and against all loss and damage arising from or as a result of any breach of the warranties undertakings and representations set out in this clause 28 of these General Terms and Conditions.


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29. LIMITATION OF LIABILITY

29.1 Notwithstanding any other provision of the Call-off Contract, neither party limits or excludes its liability:

29.1.1 for fraud or fraudulent misrepresentation;

29.1.2 for death or personal injury caused by its negligence or in the case of the Supplier the negligence of any Supplier Party; or

29.1.3 in respect of any implied conditions and warranties as to title.

29.2 The Supplier does not limit or exclude liability for direct losses which are subject to the indemnity under clause 20.2 of these General Terms and Conditions.

29.3 Subject to clauses 29.1 and 29.2 of these General Terms and Conditions, the aggregate liability of the Supplier whether arising from breach of contract, tort (including negligence), breach of statutory duty or otherwise under or in connection with each Call-off Contract shall in no event exceed

a) 125 per cent of the Annual Charges for the Year in which the relevant breach first came to the attention of the Customer (or if such breach came to the attention of the Customer after the Term, the Annual Charges for last complete Year of the Term); or

b) subject always to an overall aggregate cap on the liability of the Supplier under each Call-off Contract of two million pounds (£2,000,000);

whichever is the lower.

29.4 The aggregate liability of the Customer in each Year, whether arising from breach of contract, tort (including negligence), or otherwise under or in connection with each Call-off Contract shall in no event exceed the aggregate of 125 per cent of the Annual Charges paid or payable in the Year in which the relevant breach first came to the attention of the Supplier (or if such breach came to the attention of the Supplier after the Term, the Annual Charges for last complete Year of the Term).

29.5 Subject to clauses 29 to 29.3 of these General Terms and Conditions, in no event shall either party be liable to the other for:

29.5.1 indirect or consequential loss or damage; and/or

29.5.2 loss of profits, business, revenue, goodwill or anticipated savings.

29.6 Clause 29.4 of these General Terms and Conditions shall not be taken as limiting the right of either party to claim from the other party for:

29.6.1 additional operational and administrative costs and expenses; and/or

29.6.2 any costs or expenses incurred that were wasted or rendered unnecessary,

resulting from the breach of contract or duty of the other party.

30. INSURANCES

30.1 The Supplier shall comply with the conditions and obligations in respect of insurances set out Appendix 4 of these General Terms and Conditions.


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30.2 The Supplier shall, prior to the Contract Commencement Date and thereafter at such other times as the Customer's Representative may require, supply the Customer's Representative with copies of all insurance certificates cover notes and such evidence which demonstrates compliance with clause 30.1 of these General Terms and Conditions.

30.3 The insurance in respect of claims for personal injury to or the death of any person under a contract of service or apprenticeship with the Supplier and arising out of and in the course of such person's employment shall comply with the Employer's Liability (Compulsory Insurance) Act 1969 and any statutory orders made thereunder.

30.4 The Supplier shall immediately notify the Customer of (and shall comply with the requirements of the Supplier's insurers in respect of) any happening or event which may give rise to a claim, demand, proceeding, damage, cost or charge whatsoever arising out of a Call-off Contract, and the Supplier shall indemnify the Customer against any loss whatsoever which may be occasioned to the Customer by the Supplier's failure to give such notification.

31. TRAINING

31.1 The Supplier shall provide instruction in the use of the Call-off Services and any Software and Hardware for the Customer's personnel as specified in Appendix 1Error! Reference source not found. of the Call-off Contract.

31.2 Unless otherwise specified in the Call-off Contract, no charge shall be made for the instruction referred to in clause 31.1 of these General Terms and Conditions, but the Customer shall be responsible for paying any travel or living expenses necessarily incurred by the Customer's personnel attending any such instruction.

31.3 The times and location of the instruction referred to in clause 31.1 of these General Terms and Conditions shall be agreed by the Customer's Representative and the Supplier Representative.

32. EMPLOYMENT

32.1 The parties do not intend that the Transfer Regulations will apply to the commencement of the Call-off Contract or the provision of the Call-off Services.

32.2 Notwithstanding clause 32 of these General Terms and Conditions, the Supplier shall fully indemnify and keep indemnified the Customer against each and every action, proceeding, liability, costs, claims, loss, expense (including reasonable legal fees and disbursements) and demand arising out of or in connection with any claim by any persons engaged in the provision of the Call-off Services or any other persons employed or engaged by the Supplier or any Supplier Party (other than any employee(s) of the Customer), whether in contract or in tort or under Law or otherwise for any remedy including, without limitation, claims for redundancy payments, unlawful deduction of wages, unfair, wrongful or constructive dismissal compensation, compensation for sex, race or disability discrimination, claims for equal pay, compensation for less favourable treatment of part-time workers arising on or after the Contract Commencement Date.

32.3 The Supplier covenants that it will not for the duration of the Term and for a period of 12 (twelve) months after termination (however caused) or expiry of the Call-off Contract on


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behalf of itself or any other person directly or indirectly, entice or solicit away or endeavour to entice or solicit away any employee or independent contractor of the Customer with whom the Supplier had dealings prior to such date of termination or expiry, as the case may be, provided that nothing in this clause 32.2 of these General Terms and Conditions shall prevent any person from responding to bona fide public job advertisements.

33. CUSTOMER'S DATA

33.1 The Supplier:

33.1.1 acknowledges that it has no rights of ownership in the Customer's Data;

33.1.2 shall not delete or remove any copyright notices or other notices contained within the Customer's Data;

33.1.3 shall not use the Customer's Data, except in compliance with the provisions of clause 34 of these General Terms and Conditions and otherwise in accordance with the provisions of the Call-off Contract;

33.1.4 shall undertake the obligations set out in clause 10 of these General Terms and Conditions in such a manner as to preserve so far as possible the integrity and prevent any loss, disclosure, theft, manipulation or interception of the Customer's Data; and

33.1.5 shall make secure back-up copies of the Customer's Data on such regular basis as is reasonable for the particular data concerned or as otherwise instructed by the Customer.

33.2 The Supplier acknowledges the special status of the Customer's Data given the sensitive nature of its Users, and accordingly agrees to comply with the Standards from time to time.

33.3 If the Supplier is required by the Customer to process any Customer's Data (and for the avoidance of doubt merely facilitating the transmission of data on network infrastructure made available as part of the Call-off Services is not processing for these purposes) and in the event that that Customer's Data is corrupted, lost, destroyed, degraded or rendered inaccurate as a result of the Supplier's failure to fulfil its obligations with respect to that Customer's Data (or otherwise due to any act or omission of the Supplier or any Supplier Party) then, subject to clause 29 of these General Terms and Conditions:

33.3.1 the Supplier shall notify the Customer as soon as reasonably practicable after the event that gives rise to the corruption, loss, destruction, degradation or inaccuracy, and any failure to do so shall be a material breach of the Call-off Contract;

33.3.2 the Supplier shall promptly, without prejudice to the Customer's other rights or remedies, at its own expense restore (or procure the restoration of) the Customer's Data to a fully operational state using the back-up copy made in accordance with clause 11 of these General Terms and Conditions or otherwise; and

33.3.3 where the Supplier fails (or is unable) to restore the Customer's Data from the back-up copy or otherwise, the Customer may itself, without prejudice to the Customer's other rights or remedies, restore (or procure restoration of) the Customer's Data in any manner reasonably available to it (at the expense of the Supplier) and the Supplier at its own expense shall provide to the Customer such assistance as the Customer reasonably requires for that purpose.


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33.4 Subject to clause 29 of these General Terms and Conditions, the Supplier shall indemnify and keep indemnified the Customer from and against all loss and damage suffered as a result of the loss, destruction, corruption, degradation or inaccuracy of Customer's Data where this arises by reason of any act or omission of the Supplier or any Supplier Party (including any breach by the Supplier of its obligations under the Call-off Contract, any tortious act or omission (including negligence) or otherwise).

34. CONFIDENTIALITY

34.1 For the avoidance of doubt, none of SEGfL, the Council or any SEGfL Members shall be a "third party" for the purposes of this clause 34 of these General Terms and Conditions.

34.2 Neither party (the "Disclosing Party") shall disclose to any third party:

34.2.1 any Confidential Information of the other party (the "Owner");

34.2.2 the terms of the Call-off Contract or any part of it; or

34.2.3 any details of the Call-off Services (or any part of them),

without the prior written consent of the Owner except as may be expressly provided in the Call-off Contract.

34.3 In particular the Supplier shall keep confidential all information regarding or comprising the Customer's Data and any information connected with the Customer, its operations or financial affairs or other information which comes to the Supplier's knowledge under or as a result of the Call-off Contract and shall not disclose it to any third party or use it other than for performance of the Call-off Services.

34.4 Clauses 34.2 and 34.3 of these General Terms and Conditions shall not apply to the extent:

34.4.1 the Owner has given its prior written consent;

34.4.2 such disclosure is a requirement of Law;

34.4.3 such information is in the public domain otherwise than by failure of the Disclosing Party to comply with this clause 34 of these General Terms and Conditions;

34.4.4 such information was in the possession of the Disclosing Party before the Contract Commencement Date; or

34.4.5 such information is obtained from a third party who is free to divulge the same.

34.5 The Supplier shall only divulge information regarding or comprising the assets owned, leased or otherwise used by the Customer to those employees who are directly involved in the Call-off Contract or provision of the Call-off Services and shall ensure that such employees are aware of and comply with these obligations as to confidentiality.

34.6 The Supplier shall use all reasonable endeavours to ensure that all Supplier Parties are bound by confidentiality obligations equivalent to the requirements of clause 34 of these General Terms and Conditions.

34.7 The provisions of the clause 34 of these General Terms and Conditions shall continue in force notwithstanding the expiry or termination of the Call-off Contract.


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34.8 Subject to clause 29 of these General Terms and Conditions, the Supplier indemnifies and keeps the Customer indemnified from all loss and damage caused by or resulting from its breach of this clause 34 of these General Terms and Conditions.

35. DATA PROTECTION

35.1 The Customer shall be the Data Controller and the Supplier shall be the Data Processor of all Personal Data:

35.1.1 made available by the Customer to the Supplier; or

35.1.2 generated or obtained by the Supplier as a consequence of its performance of the Call-off Contract.

35.2 The Supplier shall take all measures as are necessary to ensure that in performing its obligations under the Call-off Contract that it does not commit any breach of the Data Protection Legislation or the Computer Misuse Act 1990 nor cause any breach on the part of the Customer and in particular:

35.2.1 the Supplier shall take all appropriate technical and organisational measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data as would be necessary to comply with the obligations of the seventh data protection principle if it were the Data Controller and taking into account:

(a) the state of technological development from time to time;

(b) the cost of implementing measures;

(c) the harm that might result; and

(d) the nature of the data in question;

35.2.2 in Processing any Personal Data it shall act on behalf of, and only on the instructions of, the Customer (whether in the form of specific instructions from time to time or as set out in the Call-off Contract (as applicable)) and shall at all times comply with the Customer's policies relating to the Personal Data;

35.2.3 the Supplier shall Process the Personal Data solely for the purpose of performing its obligations under the Call-off Contract (as applicable);

35.2.4 the Supplier shall appoint a data protection officer who shall be responsible for all matters relating to the Personal Data; and

35.2.5 the Supplier shall not transfer any of Personal Data to a country which would put the Customer in breach of clause 35 of these General Terms and Conditions.

35.3 Without prejudice to the generality of clause 35.2 of these General Terms and Conditions, the technical and organisational measures to be taken by the Supplier against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data shall include the following:

35.3.1 the Supplier shall have in place and comply with security policies and standards which comply with the following: Good Industry Practice; the security policies and standards of the Data Controller; and ISO/IEC 27001 and ISO/IEC 27002;

35.3.2 Personal Data being held where access is limited to authorised staff only;


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35.3.3 all IT systems on which Personal Data is held being backed up regularly so as to ensure recovery in the event of media or system failure;

35.3.4 all work stations with electronic access to Personal Data being password protected and having password protected workstation locking after a pre-determined idle interval;

35.3.5 all raw data files containing Personal Data being transported via the internet, CD/DVD or stored on laptops or other portable devices or storage media to be zipped and protected by encryption software, with special delivery postal service used as the standard form of carriage for media containing Personal Data;

35.3.6 Personal Data, when it is no longer required and, in any event, on termination or expiry of the Call-off Contract (as applicable), being deleted and purged from the Supplier's or any Sub-contractor's IT systems and all hard copies being securely disposed of, either by shredding or by some other appropriate method of destruction or in the manner required by the Customer;

35.3.7 Personal Data supplied on physical media including paper copies being returned to the Customer when it is no longer required and, in any event, on termination or expiry of the Call-off Contract (as applicable) and without avoidable delay; and

35.3.8 all Supplier Employees who handle any Personal Data attending suitable training on data protection issues, being given instructions on handling of Personal Data and being supervised in respect of the Processing of Personal Data they carry out.

35.4 The Supplier shall promptly provide the Customer with such access as the Customer may require to the Personal Data.

35.5 The Supplier shall allow the Customer (either itself or through its duly appointed agent approved by the Supplier, such approval not to be unreasonably withheld or delayed), on reasonable prior notice to audit the Supplier's compliance with its obligations under this clause 35 of these General Terms and Conditions.

35.6 The Supplier shall co-operate with the Customer and take such action as the Customer reasonably requires to enable the Customer to comply with its obligations under the Data Protection Legislation and the Supplier shall notify the Customer whenever:

35.6.1 it believes there may have been any breach of security in relation to Personal Data; and/or

35.6.2 it receives any subject access request in relation to Personal Data.

36. FREEDOM OF INFORMATION

36.1 The Supplier shall, and shall procure that each Supplier Party shall:

36.1.1 comply with all reasonable requests by the Customer; and

36.1.2 provide all such reasonable assistance as may be required by the Customer,

to enable the Customer to comply with its obligations under the FOIA and the EIR in respect of its rights, benefits and/or obligations under the Call-off Contract.

36.2 The Supplier acknowledges that the Customer shall be responsible for determining, in its absolute discretion and notwithstanding any other provision in the Call-off Contract or any


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other agreement, whether the Commercially Sensitive Supplier Information is exempt from disclosure in accordance with the provisions of FOIA or excepted from disclosure under the EIR.

36.3 The Supplier acknowledges that the Commercially Sensitive Supplier Information is of indicative value only and that the Customer may be obliged to disclose it under FOIA.

36.4 In no event shall the Supplier respond directly to a Request for Information unless expressly authorised to do so by the Customer.

37. REGULATORY COMPLIANCE

In addition to any express provisions in the Call-off Contract, the Supplier shall observe and comply with all Laws, Standards and Good Industry Practice applicable to the Call-off Services at the Contract Commencement Date.

38. TERMINATION

38.1 Without prejudice to any remedies and/or rights of action which have accrued or shall accrue, the Call-off Contract shall terminate automatically without further action required by either party on the date of expiry of the Initial Contract Term subject to any option to extend set out in the Call-off Contract (but which shall be limited as described in clause 5.2 of these General Terms and Conditions).

38.2 Termination on Notice

The Customer shall be entitled to terminate the Call-off Contract at any time by giving not less than six (6) months notice to the Supplier specifying the date from which termination shall be effective subject (if applicable) to making the Termination Payment calculated in accordance with clause 39.2.2(b) of these General Terms and Conditions.

38.3 Termination for breach

The Customer shall be entitled to terminate the Call-off Contract immediately on notice:

38.3.1 if the Supplier is in breach of or breaches the Intellectual Property Rights of a third party in the provision of the Call-off Services;

38.3.2 in accordance with clause 22, clause 27.6.2 or clause 16.3.5 of these General Terms and Conditions;

38.3.3 if the Supplier is in breach of clause 10, clause 14.9, clause 28.2.2, clauses 30 or 30.1, clause 34, or clause 37 of these General Terms and Conditions; or

38.3.4 if the Supplier or any Supplier Party:

(a) has offered or given or agreed to give any person any gift or consideration of any kind as inducement or reward for doing or not doing, or for having done or not having done, any act in relation to the obtaining or performance of the Call-off Contract;

(b) shows favour or disfavour to any person in relation to the Call-off Contract and enters into the Call-off Contract in connection with which commission has been paid or has been agreed to be paid by the Supplier on its own behalf or to its


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knowledge unless before the Call-off Contract is entered into particulars of any such commission and of the terms and conditions of any such Contract for the payment thereof have been disclosed in writing to the Customer;

(c) commits any offence under the Bribery Act 2010, under any law creating offences in respect of fraudulent act or at common law in respect of fraudulent acts in relation to the Call-off Contract or any other agreement or arrangement with the Council or the Government; or

(d) defrauding or attempting or conspiring to defraud the Customer or the Government (where applicable);

38.3.5 if the Supplier abandons the Call-off Contract or the provision of any of the Call-off Services.

38.4 The Customer shall be entitled to terminate the Call-off Contract in whole or in part (including for the avoidance of doubt, terminate any one or more of the Call-off Services or the provision of any Call-off Service(s) at any Site(s)) immediately on notice:

38.4.1 if the Supplier commits a material breach of the Call-off Contract which in the case of a breach capable of remedy has not been remedied within twenty (20) Business Days of receipt by the Supplier of a notice (or such other longer period as the Customer may indicate in such notice) identifying the breach and requiring its remedy;

38.4.2 if the Supplier commits a series of breaches of the Call-off Contract which, when taken together, amount to a material breach of the Call-off Contract;

38.4.3 if the Supplier either does not provide or does not implement the Remedial Plan in accordance with clause 21.4.2 of these General Terms and Conditions;

38.4.4 [if the Guarantor (where applicable) purports to withdraw or terminate the Deed of Guarantee and it is not replaced by a guarantee acceptable to the Customer;]

38.4.5 if the Supplier, any parent or holding company of the Supplier up to and including the Supplier's ultimate parent company [or the Guarantor] suffers an Insolvency Event;

38.4.6 in the event of there being a Change in Control of the Supplier or (where the Supplier is a subsidiary company) its ultimate holding company [or the Guarantor] save that where any such company is listed on a public stock exchange the right to terminate shall be restricted to circumstances where the party acquiring control of the relevant company is in the Customer's reasonable opinion either likely materially to damage the reputation of the Customer and/or has a position in the marketplace that would reasonably be regarded as incompatible with acting as a supplier to a public body involved in the provision of educational services; and

38.4.7 in accordance with clause 42.3 of these General Terms and Conditions.

39. CONSEQUENCES OF EXPIRY OR TERMINATION

39.1 Within twenty (20) Business Days of expiry or termination of the Call-off Contract, however caused, each party shall immediately return all of the other party's proprietary and confidential information save to the extent such information is required by the Supplier during the Transitional Assistance Period in which case this obligation shall apply from the date of expiry or termination (however caused) of the Transitional Assistance Period.


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39.2 In respect of termination pursuant to clauses [ ] and 38.3.5 of these General Terms and Conditions the Customer shall be entitled to:

39.2.1 suspend payment of any moneys due to the Supplier (provided that the balance (if any) of such moneys is paid to the Supplier following settlement or other resolution of any claims of the Customer against the Supplier); and

39.2.2 recover from the Supplier its costs and expenses (including without limitation administration costs) arising from such termination either:

(a) by deduction from any sum which would (but for the Customer ceasing to be under an obligation to make further payments) have been due to the Supplier from the Customer under the Call-off Contract; or

(b) as a debt due.

39.3 If the Customer terminates the Call-off Contract pursuant to clause 38.1 of these General Terms and Conditions and the specified termination date falls within the Minimum Term (if applicable) the Customer shall pay to the Supplier the Charges that the Supplier would (but for the termination) have recovered (including reasonable margin) during the remainder of the Minimum Term after the termination date subject to a reasonable discount for accelerated receipt.

39.4 In respect of any fixed period that the Customer has committed to in the Call-off Contract that extends beyond the Minimum Term then the Customer shall pay to the Supplier:

39.4.1 the sum of the Supplier's un-amortised costs (if any) incurred as at the date of termination that would (but for the termination) have been recoverable in the period following the Minimum Term through the Charges excluding the Supplier's margin on such costs; and

39.4.2 the cost of terminating its agreements with Sub-Contractors (including lessors of Exclusive Assets) at the end of the Minimum Term if the Supplier had at the Contract Commencement Date committed to a longer period than the Minimum Term.

39.5 The Supplier shall take all reasonable steps to mitigate the amount payable by the Customer under clauses 39.2.2(b) and/or 39.3 of these General Terms and Conditions (together the ("Termination Payment") and the Supplier shall provide such evidence of costs and profit margin that make up the Termination Payment as the Customer may reasonably require.

39.6 The rights of the Customer under this clause 39 of these General Terms and Conditions are in addition and without prejudice to any other right the Customer may have to claim the amount of any loss or damage suffered by the Customer on account of the acts or omissions or failures of the Supplier.

39.7 Save as otherwise provided in the Call-off Contract expiry or termination (however caused) of the Call-off Contract:

39.7.1 shall be without prejudice to any accrued rights and obligations under or pursuant to the Call-off Contract as at the date of such expiry or termination, as appropriate;

39.7.2 shall not affect the continuing rights and obligations of the Supplier and the Customer under clauses 3, 9, 10, 11, 15, 20, 27, 28, 29, 30, 32.2, 33, 34, 39; 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 51, 52 and 53.

39.8 Exit Plan


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39.8.1 The Supplier shall, within sixty (60) days of the Contract Commencement Date, deliver an Exit Plan containing the information and on the basis set out in Appendix 6 of these General Terms and Conditions to the Customer's Representative.

39.8.2 The Supplier shall update the Exit Plan not less than once in every Year to reflect any changes to the Call-off Services, Sites and Service Levels and shall keep the Exit Plan under continuous review submitting all revisions of the Exit Plan to the Customer's Representative for approval.

39.8.3 The Customer's Representative shall, within twenty (20) Business Days of receipt of the Exit Plan and each revision of the Exit Plan, meet with the Local Representative to agree the contents to the Exit Plan and, if the parties are unable to agree such contents within that period, either party may refer the matter to the Dispute Resolution Procedure.

39.8.4 The Supplier shall ensure that it is able to implement the Exit Plan (as revised from time to time in accordance with this clause 39 of these General Terms and Conditions) at any time.

39.8.5 Six (6) months prior to the expiry of the Term, or as soon as reasonably practicable and in any event not later than ten (10) Business Days from the date of any notice to terminate the Call-off Contract in accordance with clause 38 of these General Terms and Conditions, the Supplier shall submit to the Customer's Representative a revised Exit Plan that could, if approved by the Customer's Representative, be implemented immediately.

39.8.6 The Customer's Representative and the Local Representative shall meet within ten (10) Business Days of the date of receipt of a revised Exit Plan pursuant to clause 39.8.5 of these General Terms and Conditions to agree the Exit Plan, and the Supplier shall make such changes to the content of the Exit Plan as the Customer may reasonably require.

39.8.7 Upon receipt of a Transitional Services Notice and approval of the Exit Plan (either by the Customer's Representative or through the Dispute Resolution Procedure) the Supplier shall implement the Exit Plan and provide the Transitional Services for the Transitional Services Period.

39.8.8 Until approval of the Exit Plan in accordance with clause 39.8.2 of these General Terms and Conditions, the Supplier shall, in good faith, provide the Transitional Services in accordance with Appendix 6 of these General Terms and Conditions and the last approved version of the Exit Plan.

39.9 Transitional Arrangements

39.9.1 The Supplier shall, if requested by the Customer, have the following duties:

(a) to co-operate fully with the Customer and any Replacement Supplier in order to achieve a smooth transfer of the Call-off Services to the Replacement Supplier and to avoid or mitigate so far as reasonably possible any inconvenience or risk to the Customer and the Users;

(b) as soon as practicable after expiry or termination (however caused) (or earlier if requested by the Customer) to remove from the Sites all property not acquired by the Customer or Replacement Supplier pursuant to clause 39.9.2 of these General Terms and Conditions and if it has not done so within twenty (20) Business Days after any notice from the Customer requiring it to do so, the Customer may (without being responsible for any loss, damage, costs or expenses) remove and sell any


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such property and shall hold any proceeds less all costs incurred to the credit of the Supplier (or the appropriate Supplier Party);

(c) to deliver forthwith to the Customer's Representative any keys and ID badges to the Sites;

(d) to vacate the Sites leaving them in a clean, safe and orderly condition as soon as practicable;

(e) to co-operate with the Customer fully if the Customer wishes to conduct a competition prior to or after the date of expiry or termination (however caused) with a view to entering into an agreement for the provision of services (which may or may not be the same as, or similar to, the Call-off Services or any of them) following such date, including by (without limitation):

(i) providing any information as the Customer reasonably requires to conduct such competition provided that to avoid doubt, information which is commercially sensitive to the Supplier shall not be provided (and, for the purpose of this clause [39.9(d)] of these General Terms and Conditions commercially sensitive shall mean information which would if disclosed to a competitor of the Supplier give that competitor a competitive advantage over the Supplier and thereby prejudice the business of the Supplier; and

(ii) assisting the Customer by providing all participants in such competition process with access to the Supplier's equipment used in the provision of the Call-off Services located at the Sites;

(f) pass administrative control of any domain name registered by the Supplier pursuant to clause 23.4.2 of these General Terms and Conditions to the Customer by providing user names and/or passwords, changing the administrative contact details or otherwise.

39.9.2 If the Customer requests that the Supplier provides any Transitional Assistance and/or performs any of the duties set out in clauses 39.8.8 or 39.9.2 of these General Terms and Conditions any payments to be made by the Customer to the Supplier in respect of the Supplier providing such Transitional Assistance and/or performing such duties shall agreed with the Customer in advance but shall not in any event exceed the rates agreed in the Call-off Contract.

39.10 Transferring Assets

Upon expiry or termination (however caused) of the Call-off Contract the Supplier shall:

39.10.1 return to the Customer (or its nominee) at no cost to the Customer or the Replacement Supplier the Customer's Data if and as directed by the Customer as set out in Appendix 6 of these General Terms and Conditions;

39.10.2 novate or assign back to the Customer (or its nominee) any contracts novated or assigned to the Supplier by the Customer during the Term;

39.10.3 provide or sell (at a price or on the basis of a valuation methodology or agreed depreciation policy that is set out in the Call-off Contract) to the Customer or its nominee at the Customer's request such of the Transferring Assets as the Customer requests; and

39.10.4 deliver to the Customer or its nominee such information relating to the Call-off Services as the Customer may require.


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40. NOTICES AND COMMUNICATIONS

40.1 All notices under the Call-off Contract shall be in writing and all certificates, notices or written instructions to be given under the terms of the Call-off Contract shall be served by sending the same by first class post, facsimile, email or by hand, leaving the same at the appropriate address set out in the Call-off Contract.

40.2 Where any information or documentation is to be provided or submitted to the Customer's Representative or the Local Representative it shall be provided or submitted by sending the same by first class post, facsimile, e-mail or by hand, leaving the same at the appropriate address set out in the Call-off Contract.

40.3 Either party (and either Representative) may change its nominated address, e-mail address or facsimile number by prior written notice to the other party.

40.4 Notices given by post shall be effective upon the earlier of (i) actual receipt, and (ii) five (5) Business Days after mailing. Notices delivered by hand shall be effective upon delivery. Notices given by facsimile (or e-mail pursuant to clause 40.1 of these General Terms and Conditions) shall be deemed to have been received where there is confirmation of uninterrupted transmission by a transmission report and (in respect of facsimile) where there has been no telephonic communication by the recipient to the senders (to be confirmed in writing) that the facsimile has not been received in legible form:

40.4.1 within two (2) hours after sending, if sent on a Business Day between the hours of 9 a.m. and 4 p.m.; or

40.4.2 by 11 a.m. on the next following Business Day, if sent on a day which is not a Business Day or if sent after 4 p.m., on a Business Day but before 9 a.m. on that next following Business Day.

41. DISPUTE RESOLUTION PROCEDURE

41.1 Any dispute between the parties shall be resolved in accordance with the procedure set out below except where it has been excluded from this procedure by an express term of the Call-off Contract.

41.2 Nothing in this clause 41 of these General Terms and Conditions shall prevent the parties from seeking from any court of competent jurisdiction an interim order restraining the other party from doing any act or compelling the other party to do any act.

41.3 Where a dispute has arisen either the Customer's Representative or the Local Representative may give written notice to the other and both parties shall consult in good faith in an attempt to come to an agreement in respect of the dispute.

41.4 The Customer's Representative and the Local Representative (who shall have the authority to settle the dispute on behalf of their party or be accompanied by an individual who is so authorised) shall meet within five (5) Business Days of receipt of a notice received pursuant to clause 41.3 of these General Terms and Conditions and shall attempt to resolve the dispute within five (5) Business Days of meeting.

41.5 If the dispute is not resolved between the Customer's Representative and the Local Representative within five (5) Business Days of the meeting of the Customer's


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Representative and the Local Representative, the parties will consider whether to refer the dispute to a mediation and it shall be referred to mediation unless either:

(a) the Customer considers that the dispute is not suitable for resolution by mediation; or

(b) the Supplier does not agree to mediation.

41.6 The mediation shall be conducted in accordance with the Centre for Effective Dispute Resolution Model Mediation Procedure and the following shall prevail in the event of a conflict with that procedure:

41.6.1 the mediation shall be conducted by a single mediator who shall be appointed by agreement in writing between the parties or, if the parties are unable to agree on the identity of the mediator within ten (10) Business Days of the date of the request that the Dispute be determined by a mediator, or if the mediator appointed is unable or unwilling to act, shall be appointed by the Centre for Effective Dispute Resolution on the application of either party;

41.6.2 the mediation shall be conducted in London and in the English language;

41.6.3 the mediation shall be conducted in private and without prejudice to the rights of the parties in any future proceedings; and

41.6.4 the mediation shall be held as soon as practicable but in any event within twenty (20) Business Days of the appointment of the mediator pursuant to clause 41.6.1.

41.7 If the dispute relates to any aspect of the technology underlying the Call-off Services or is otherwise of a scientifically technical nature and the dispute has not been resolved between the parties through any of the applicable procedures provided for under clauses 41.3 to 41.5(b) then either party may require by notice in writing to the other, that the dispute be referred to an independent third party for determination. The independent third party shall be appointed by agreement in writing between the parties. If the parties fail to agree such appointment within five (5) Business Days of such notice or if the person appointed is unable or unwilling to act, the independent third party shall be appointed by the British Computer Society (or such association understood by the parties to have replaced it).

41.8 The independent third party appointed under clause 41.7:

41.8.1 shall act as an expert and not as an arbitrator and shall act fairly and impartially;

41.8.2 shall make a determination which shall (in the absence of a material failure to follow the correct procedures) be final and binding on the parties;

41.8.3 shall decide the procedure to be followed in the determination and shall be requested to make its determination in writing within thirty (30) days after his appointment or as soon as reasonably practicable thereafter and the parties shall assist and provide such documentation as the independent third party shall require for the purposes of the determination;

41.8.4 any amount payable by one party to another as a result of the independent third party's determination shall be due and payable within seven (7) days of that determination being notified by the parties;

41.8.5 the process shall be conducted in private and shall be confidential; and


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41.8.6 shall determine how and by whom the costs of the determination, including the fees and expenses of such independent third party, are to be paid.

41.9 The time limits set out in this clause 41 may be extended or reduced with the prior approval of the SEGfL Representative (such approval not to be unreasonably withheld or delayed).

42. FORCE MAJEURE

42.1 Neither party shall be entitled to claim for breach of obligations under the Call-off Contract by the other party (the "Affected Party"), nor shall the Affected Party incur any liability to the other party for any losses or damages incurred by that other party to the extent that a Force Majeure Event occurs and the Affected Party is prevented from carrying out obligations by the Force Majeure Event.

42.2 On the occurrence of a Force Majeure Event, the Affected Party shall notify the other party as soon as practicable. The notification shall include details of the Force Majeure Event, including evidence of its effect on the obligations of the Affected Party and any action proposed to mitigate its effect.

42.3 As soon as practicable following such 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 facilitate the continued performance of the Call-off Contract.

42.4 If no such terms are agreed on or before the date falling twenty (20) Business Days after the date of which commencement of the Force Majeure Event and such Force Majeure Event is continuing or its consequence remains such that the Affected Party is unable to comply with its obligations under the Call-off Contract for a period of more than twenty (20) Business Days, then the other party shall be entitled to terminate the Call-off Contract immediately on written notice to the Affected Party.

42.5 The Affected Party shall at all times during which a Force Majeure Event is subsisting take all steps in accordance with industry good practice to overcome or minimise the consequences of the Force Majeure Event.

42.6 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 Call-off Contract. Following such notification the Call-off Contract shall continue to be performed on the terms existing immediately prior to the occurrence of the Force Majeure Event.

42.7 Nothing in this clause 42 shall affect any entitlement to make Service Deductions in accordance with clause 21.3.1 and Appendix 2 of these General Terms and Conditions.

43. NO VARIATION

The Call-off Contract shall not be varied or amended except by agreement in writing expressed to vary the Call-off Contract and signed by duly authorised representatives of the parties.


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44. ENTIRE AGREEMENT

44.1 The Call-off Contract together with the documents expressly referred to constitute the entire agreement between the parties in connection with its subject matter and supersedes all prior representations, communications, negotiations and understandings concerning the subject matter of the Call-off Contract.

44.2 Each of the parties acknowledges that:

44.2.1 it does not enter into the Call-off Contract on the basis of and does not rely, and has not relied, upon any statement or representation (whether negligent or innocent) or warranty or other provision (in any case whether oral, written, express or implied) made or agreed to by any person (whether a party to the Call-off Contract or not) except those expressly repeated or referred to in the Call-off Contract and the only remedy or remedies available in respect of any misrepresentation or untrue statement made to it shall be any remedy available under the Call-off Contract; and

44.2.2 this clause 44.2 of these General Terms and Conditions shall not apply to any statement, representation or warranty made fraudulently, or to any provision of the Call-off Contract which was induced by fraud, for which the remedies available shall be all those available under the law governing the Call-off Contract.

45. WAIVER

45.1 Any relaxation, forbearance, indulgence or delay of any party in exercising any right shall not be construed as a waiver of the right and shall not affect the ability of that party subsequently to exercise that right or to pursue any remedy, nor shall any such matter constitute a waiver of any other right (whether against that party or any other person).

45.2 The rights of each party under the Call-off Contract:

45.2.1 may be exercised as often as necessary;

45.2.2 are cumulative and not exclusive of rights or remedies provided by Law; and

45.2.3 may be waived only in writing and specifically.

46. NO AGENCY

46.1 Nothing in the Call-off Contract shall be construed as creating a partnership or as a contract of employment between the Customer and the Supplier.

46.2 Save as expressly provided otherwise in the Call-off Contract, the Supplier shall not be, or be deemed to be, an agent of the Customer and the Supplier shall not hold itself out as having authority or power to bind the Customer in any way.

46.3 Without limitation to its actual knowledge, the Supplier shall for all purposes of the Call-off Contract, be deemed to have such knowledge in respect of the Project as is held (or ought reasonably to be held) by any Supplier Party.


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47. ANNOUNCEMENTS AND PUBLICITY

Unless otherwise required by any Law or any regulatory or governmental authority (but only to that extent), the Supplier shall not make or permit or procure to be made any public announcement or disclosure (whether for publication in the press, the radio, television or any other medium) of any Confidential Information or any matter concerning the Call-off Contract including its (or any Supplier Party's) interest in the Project or the existence of the Call-off Contract, in any such case, any matters relating thereto, without the prior written consent of the Customer.

48. SEVERABILITY

If any provision of a Call-off Contract shall be declared invalid, unenforceable or illegal by the courts of any jurisdiction to which it is subject, such provision may be severed and such invalidity, unenforceability or illegality shall not prejudice or affect the validity, enforceability and legality of the remaining provisions of the Call-off Contract.

49. COUNTERPARTS

49.1 A Call-off Contract may be executed in one or more counterparts and any party may enter into the Call-off Contract by executing a counterpart.

49.2 Any single counterpart or a set of counterparts executed, in either case, by all the parties shall constitute one and the same agreement and a full original of the Call-off Contract for all purposes.

50. COSTS AND EXPENSES

Each party shall be responsible for paying its own costs and expenses incurred in connection with the negotiation, preparation and execution of the Call-off Contract.

51. RIGHTS OF THIRD PARTIES

Save in respect of the Council, SEGfL, the SEGfL Representative and/or any Customers, it is agreed for the purposes of the Contracts (Rights of Third Parties) Act 1999 that the Call-off Contract is not intended to, and does not, give to any person who is not a party to the Call-off Contract any rights to enforce directly any provisions contained in the Call-off Contract except for any person to whom the benefit of the Call-off Contract is assigned or transferred in accordance with clause 14.9 of these General Terms and Conditions.

52. FURTHER ASSURANCE

Each party shall, at the request and cost of the other party, do all things and execute all further documents necessary to give full effect to the Call-off Contract.


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53. GOVERNING LAW AND JURISDICTION

53.1 All Call-off Contracts are governed by and shall be construed in accordance with the laws of England and Wales.

53.2 Subject to the Dispute Resolution Procedure, the parties agree that the courts of England and Wales shall have exclusive jurisdiction to hear and settle any action, suite proceedings or dispute in connection with a Call-off Contract and irrevocably submit to the exclusive jurisdiction of those courts.

[Insert Customer's execution clause]

Executed as a Deed ) for and on behalf of ) RM Education Ltd by two directors ) or a director and the company secretary )

……………………………………. Director …………………………………….. Director/Secretary

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Appendix 1

Service Levels

3. INTRODUCTION

3.1 This Appendix 1 of these General Terms and Conditions sets out the basis on which the delivery of the Phase 4 Services is to be measured and reported on by the Supplier and sets out the acceptable levels of service delivery ("Acceptable Availability Level"). Appendix 2 of these General Terms and Conditions deals with the consequences of failure to achieve the Acceptable Availability Level at any Site.

3.2 The Service Levels set out in this Appendix may be varied as specified in the Call-off Contract in respect of Interim Solutions.

4. SERVICE AVAILABILITY MEASUREMENT

4.1 The aspect of the Call-off Services that shall be measured is the availability of end to end connectivity to the Sites ("Service Availability"). For service reporting purposes (as set out in paragraph 3 of this Appendix 2 of these General Terms and Conditions) Service Availability shall be measured against an "always on" requirement (i.e. 24 hours per day by 365 days per year). For Service Deductions purposes (as set out in Appendix 2 of these General Terms and Conditions) Service Availability shall be measured during Core Hours only.

4.2 The percentage of achieved Service Availability time ("Availability Percentage") shall be calculated for each Site as:

(Maximum Hours of Service Availability – Service Downtime)

(Maximum Hours of Service Availability) x 100

5. SERVICE REPORTING

5.1 The Supplier shall monitor its own performance of the Call-off Services against the Acceptable Availability Level and at the end of each calendar month after the Contract Commencement Date, the Supplier shall report to the Customer's Representative on the Supplier's performance and the level of service achieved by the Supplier in that previous month.

5.2 The first reporting period shall commence on the date of activation of the connection to the first Site under the Call-off Contract and shall run to the end of the then current Quarter.

5.3 The Supplier shall be responsible for notifying the Customer of instances where Acceptable Availability Levels have not been met, and of their entitlement to any applicable remedies.

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6. REPORTING ON AVERAGE AVAILABILITY PERCENTAGE

To the extent the Availability Percentage achieved by the Supplier falls below Acceptable Availability Levels (as set out in Table 1), the Supplier shall have committed a Service Failure.

TABLE 1

Aspect of Availability Details Acceptable Availability

Level

1. Average availability of internet (UK) connection

across all Sites*

Internet availability is the availability of an entry to exit path

within the private network element.

Typically, this path is from school

managed router to the internet link interface router.

The average availability

measured as a percentage must not fall below 99.8%

2. Average availability of core network

Typically including, but not limited to.

domain name server, central firewall, central

cache services and content filtering as

applicable and connectivity to area

hub sites (if any) measured as a

percentage

The average availability of the

core network, must not fall below 99.9%

3. “ Up time" of core network services

Typically including, but not limited to.

domain name server, central firewall, central

cache services and content filtering as

applicable and connectivity to area

hub sites (if any) measured as a

percentage

The “Up time" of core network

services measured as a

percentage must not fall below 99.9%

7. REPORTING ON SITE AVAILABILITY PERCENTAGE

To the extent the Availability Percentage achieved by the Supplier at any Site falls below the Acceptable Availability Level set out in Table 2, then the Supplier shall have committed a Service Failure and incur a Service Deduction as detailed in Table 2.

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TABLE 2

Aspect of Availability Details

Acceptable Availability

Level

Maximum Downtime

per Quarter

Target fix time

Availability at a Site

Ethernet over fibre

Not less than 99.9%

48 mins 5 hours


Ethernet over copper

Not less than 99.8%

95 mins 7 hours


ADSL, DSL, Bonded DSL

Not less than 98.0%

See the "next day fix"

regime (as set out in

paragraph 2 of Schedule

2),

20 hours

8. SERVICE DEDUCTIONS

Service Failures relating to the Acceptable Availability Levels set out in Table 1 and Table 2 shall trigger Service Deductions as specified in Appendix 2 of these General Terms and Conditions.

9. SERVICE LEVELS OTHER THAN AVAILABILITY

In accordance with paragraph 5 of this Appendix 1 of these General Terms and Conditions, the Supplier shall report on its performance against the Service Levels set out in Table 3 as averaged across all Sites under the Call-off Contract.

TABLE 3

Aspect of Availability Details Acceptable Availability Level

1. Faults closed Percentage of fault reports closed (whether reported to the Help Desk

or detected by the Supplier's monitoring systems) and Site change requests closed (per

Quarter).

95%

2. Change requests closed Percentage of change requests closed (per Quarter).

95%

3. Fault notification Percentage of faults acknowledged within two (2) hours (whether reported to the Help Desk or detected by the Supplier's

monitoring systems).

95%

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4. Content filtering (1) Where the Supplier is responsible, the time taken to action any

changes requested by any Site to deny lists and Key word lists is not

more than

4 hours

5. Content filtering (2) Percentage of Internet content blocked by URL and filtered by Keyword so that they cannot be found using commonly available search engines. Site categories

are: adult (sexually explicit) material, violence and bomb

making, racist and anti-religious, Illegal drug taking/promotion and

software piracy

80%

10. INCREASED MONITORING

10.1 The measures set out in Table 4 shall only be invoked at Service Acceptance, or afterwards if the Customer has cause to suspect that the Call-off Services at the Site are falling below acceptable standards. Where such measurements are invoked they shall be subject to reporting obligations in accordance with paragraph 3.1 of this Appendix Schedule 1. These measurements shall apply to Core Hours only and shall be taken from a Monitoring Station at the Site in accordance with the running routines previously agreed and established between the Supplier and SEGfL.

TABLE 4


1. Packet loss Percentage of packet loss during Core Hours per Quarter

1%

2. Packet latency (1) Where circuit loading is below 50% of capacity, packet latency, averaged over

10 minute periods should be such that the round trip time from the entry to the exit points of the private network for at least

95% of all packets is not more than

20 ms

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3. Packet latency (2) Where circuit loading is below 50% of capacity, packet latency, averaged over

10 minute periods should be such that the round trip time from the entry to the UK

internet to an available server (e.g. www.bbc.co.uk) for at least 95% of all

packets is not more than

70 ms

4. Bandwidth availability The minimum download speeds expressed as a percentage of stated

available bandwidth shall be

75%

10.2 To the extent the level of service achieved by the Supplier is less than the Acceptable Availability Level, then the Supplier shall report such failures to the Customer in accordance with paragraph 3.2 of this Appendix 1 of these General Terms and Conditions and shall have mechanisms in place to ensure the continuous improvement of services, whereby lessons learned in relation to the provision of a service (e.g. internet connectivity) shall be used to ensure better overall service provision without recurrence of previous problems. In such an event the Supplier shall provide evidence to the Customer that such measures are being/have been undertaken within five (5) Business Days.

10.3 The Supplier shall ensure that:

10.3.1 the Customer is made aware of any new services or service updates during the meetings with the Customer pursuant to the Call-off Contract.

10.3.2 at least seven (7) Business Days notice is given before any changes to planned maintenance is undertaken.

10.4 At least four (4) hours notice is provided to all affected Sites before any unplanned maintenance (i.e. any maintenance not identified and discussed with the Customer in meetings) is undertaken.

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Appendix 2

Service Deductions

1. SERVICE DEDUCTION MECHANISM

1.1 This Appendix 2 of these General Terms and Conditions sets out details of the method for the calculation of Service Deductions in the event that a Service Failure occurs.

1.2 The parties agree that the Service Deduction mechanism is designed to operate in such a way that if a Service Failure occurs pursuant to Appendix 1 of these General Terms and Conditions, the Supplier shall incur Service Deductions as set out at paragraph 2 of this Appendix 2 of these General Terms and Conditions to act as an incentive for the Supplier to restore the Service Level to the Acceptable Availability Level.

1.3 The Supplier shall incur Service Deductions in the following way (always taking into account any applicable exclusions in accordance with paragraph 4 of this Appendix 2 of these General Terms and Conditions).

1.4 The Supplier acknowledges that the amount of the Service Deductions represent a reasonable abatement of the Charges to reflect the Service Failure. Service Deductions shall be an exclusive remedy in respect of any Service Failure for which they are payable except where the Customer suffers loss as a result of the Service Failure that is also a breach of an obligation set out in the Call-off Contract which would entitle the Customer to terminate the Call-off Contract for material breach. In the event the Customer has a claim for such loss in these circumstances, the Customer shall give credit for the amount of any related Service Deductions paid by the Supplier.

1.5 The Service Deductions regime set out in this schedule may be varied or disapplied as specified in the Call-off Contract in respect of Interim Solutions.

2. NEXT DAY FIX

2.1 In the event that the Supplier fails to meet the Acceptable Availability Level set out in Table 2, Service Deductions shall be calculated for each Quarter and for each Site in accordance with the principle "next day fix". Any fault that is corrected during Core Hours in the next Business Day shall not incur any Service Deductions. If the fault is not fixed during the next Business Day, Service Deductions shall occur at a rate of two hundred and fifty pounds (£250) per Business Day and shall be subject to a maximum cap of one thousand two hundred and fifty pounds (£1,250) per Site, per Quarter.

2.2 If a Site experiences a Service Failure on Business Day one which has been reported in accordance with paragraph 5 of this Appendix 2 of these General Terms and Conditions, the Supplier shall have the rest of that Business Day one and all of the Core Hours of Business Day two to fix the fault. If the Supplier fixes the fault before 6 p.m. on Business Day two, no Service Deduction will be payable. If the fault is not fixed so that at 6 p.m. on Business Day two the Call-off Service is still unavailable, the Supplier will accrue a Service Deduction of two hundred and fifty pounds (£250). The Service Deduction will increase by two hundred and fifty pounds (£250) for each additional Business Day without a fix (i.e. to five hundred

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pounds (£500) at 6 p.m. on Business Day three, seven hundred and fifty pounds (£750) at 6 p.m. on Business Day four, one thousand pounds (£1,000) at 6 p.m. on Business Day five and one thousand two hundred and fifty pounds (£1,250) at 6 p.m. on Business Day six). The accrual of per Business Day Service Deductions will cease as soon as the fault is fixed. Thus, if the fault is fixed during Business Day four (prior to 6 p.m.), the Service Deduction payable shall be five hundred pounds (£500). In the event the fault persists beyond 6 p.m. on Business Day six, the Supplier shall not accrue Service Deductions in excess of one thousand two hundred and fifty pounds (£1,250) which shall be a "cap" for each affected Site during that Quarter.

2.3 Should the same fault reoccur, or a should a second distinct fault develop at the same Site during the same Quarter, the cap shall remain in force and no Service Deductions in excess of one thousand two hundred and fifty pounds (£1,250) shall be payable in relation to that Site.

2.4 As set out at paragraph 2.2 of this Appendix 2 of these General Terms and Conditions, if a Site experiences a Service Failure on Business Day one, and the Supplier fixes the fault before 6 p.m. on Business Day two, no Service Deduction will be payable. However, if within any calendar month more than three such Service Failures occur (i.e. >3 x Service Failures fixed prior to 6 p.m. on Business Day two) the Supplier will accrue a Service Deduction of five hundred pounds.

2.5 Further, the Service Deduction regime shall apply to each individual Site. Thus, if a fault lasting five (5) Business Days (but fixed before 6 p.m. on Business Day affects four (4) Sites the Service Deduction payable would be 4 x seven hundred and fifty pounds (£750) or three thousand pounds (£3,000).

3. REPEAT SERVICE FAILURE

3.1 If the Supplier commits a Service Failure in respect of the Service Levels set out in Table 2 and the Service Deduction cap is reached as a result of the reoccurrence of the same/substantially the same failure, at the same Site, in two (2) consecutive months the second such failure shall be a "Repeat Failure". After a Repeat Failure has occurred any subsequent failure by the Supplier to achieve that same Required Service Level shall also be treated as a Repeat Failure, save that if the Supplier does not commit a Service Failure/the Service Deduction cap is not reached for two (2) consecutive months, the next (if any) Service Failure shall be treated as an initial failure and not a Repeat Failure.

3.2 If the Supplier commits a Service Failure in respect of any Service Level set out at Table 1 across all Sites, in two consecutive Quarters the second such failure shall be a "Repeat Failure" also.

3.3 If a Repeat Failure occurs, or where the Customer's Representative does not consider (acting reasonably) that the Supplier is using its reasonable endeavours to remedy the Supplier's failure to achieve the Acceptable Availability Levels at a particular Site (irrespective of whether the Service Deduction Cap at that Site has been reached) a Warning Notice will be issued.

3.4 In the event that the Supplier receives a Warning Notice pursuant to paragraph 3.3 of this Appendix 2 of these General Terms and Conditions the relevant provisions of the Call-off Contract shall apply.

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3.5 The Customer shall also be entitled to issue a Warning Notice to the Supplier in the event that the Supplier has committed any material breach of its obligations under the Call-off Contract.

3.6 The Customer reserves the right to terminate the Call-off Contract in accordance with its terms in the event that the Supplier does not comply with the requirements of the Warning Notice.

4. SERVICE LEVEL EXCLUSIONS

4.1 The parties agree that the Supplier's failure to meet a Service Level as a result of any of the circumstances detailed at paragraphs 4.2.1 to 4.2.9 of this Appendix 2 of these General Terms and Conditions, shall not incur associated Service Deductions ("Service Level Exclusions").

4.2 Service Level Exclusions shall apply in the following circumstances:

4.2.1 planned maintenance;

4.2.2 a Force Majeure Event;

4.2.3 the non-replacement or non-repair of any Hardware stolen or damaged through misuse, neglect or unavailable for any other normal insured risks including fire, smoke or flood damage;

4.2.4 any Hardware or Software modified by a third party;

4.2.5 where the Site is unable to provide admission to Supplier engineers for fault rectification purposes (during Core Hours);

4.2.6 where an act, omission or negligence by SEGfL, the Customer, Users or the Site, has caused the fault;

4.2.7 where a change request in respect of which the Supplier has given the Customer prior notice in writing that the effect of the change request may cause test failure;

4.2.8 where an intentional disconnection by the Customer, Supplier or Supplier's sub-contractor, in order to protect the Customer's network, causes the lack of Network services; and

4.2.9 where the usage profile of the Site has previously caused the Supplier to alert the Customer to the risk of failure.

4.3 In accordance with the Supplier's reporting obligations set out in Appendix 1 of these General Terms and Conditions, the Supplier shall document and report to the Customer on all circumstances where it believes its failure to meet a Service Level was a direct result of any of the factors set out at paragraph 4.2 of this Appendix 2 of these General Terms and Conditions.

5. MEASURING UNAVAILABILITY

Faults detected by the Supplier's monitoring system and/or reported to the Help Desk outside of Core Hours will not be measured for unavailability until the re-commencement of Core Hours.

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Unavailability will continue to be logged from this point in accordance with the "next day fix" principle.

6. PAYMENT OF SERVICE DEDUCTIONS

Payment of Service Deductions shall be effected in accordance with clause 21 of these General Terms and Conditions.

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Appendix 3

Deed of Guarantee

DEED OF GUARANTEE

DATE

PARTIES

(1) [Supplier] (incorporated and registered in England and Wales under company registration number [ ]), whose registered office is at [ ] (the "Guarantor") in favour of;

(2) [Customer] [ ] (the "Customer").

RECITALS

(A) This deed is supplemental to an call-off contract relating to the provision of broadband services dated [ ] 20[ ] and made between the Supplier and the Customer (the "Call-off Contract").

(B) It is a requirement of the Call-off Contract that the Supplier procures the execution and delivery to the Customer of this deed.

(C) The Guarantor has agreed in consideration of the Customer entering into the Call-off Contract with the Supplier to guarantee the due performance by the Supplier of all the Supplier's obligations under the Call-off Contract including, without limitation, the provision of the Call-off Services referred to therein.

IT IS AGREED AS FOLLOWS:

1. For the purposes of this deed, statutory provisions and regulations (where the context so admits and unless otherwise expressly provided) are construed as references to those provisions and regulations as respectively amended, consolidated, extended or re-enacted from time to time, and to any orders, regulations, instruments or other subordinate legislation made under the relevant statute.

2. Save in respect of any claims or liabilities arising prior to termination or expiry of the Call-off Contract, or arising out of or connected with its termination or expiry, this deed shall terminate on the date of termination or expiry of the Call-off Contract.

3. In consideration of the Customer entering into a Call-off Contract, the Guarantor hereby agrees with the Customer as follows:

3.1 the Guarantor unconditionally undertakes to procure that the Supplier will duly perform all of its obligations now or hereafter due, owing or incurred by the Supplier to the Customer under or in connection with the Call-off Contract as from time to time varied, extended, modified or

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replaced as the case may be in accordance with its terms (with or without the Guarantor’s consent) (the "Guaranteed Obligations");

3.2 if at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the Guarantor unconditionally undertakes that, subject to clause [3.3], upon first demand by the Customer it shall fully, punctually and specifically perform such Guaranteed Obligations as if the Call-off Contract had been directly entered into by the Guarantor and the Customer;

3.3 any demand by a Customer under this deed shall be made only after the earliest to occur of:

3.3.1 thirty (30) days after a demand from the Customer to the Supplier requiring the Supplier to remedy its default in respect of the Guaranteed Obligations where by such date the Supplier has failed to cure such default; or

3.3.2 the Supplier being deemed insolvent by reason of any of the occurrence of an Insolvency Event as defined in the Call-off Contract;

3.4 any demand by a Customer under this deed shall be in writing, addressed to the registered office of the Guarantor (or such other address as the Guarantor has from time to time notified to the Customer in writing as being an address for the receipt of such demands) and accompanied by a statement identifying the nature of the claim by the Customer, and shall be copied to the Supplier at its registered office. The making of a demand by a Customer hereunder shall not prejudice the right of the Customer to make further demands under this deed at any time and from time to time;

3.5 the Guarantor shall not be discharged or released from this deed by any arrangement made between the Supplier and the Customer (whether or not such arrangement is made with or without the assent of the Guarantor) or by any amendment to or termination of the Call-off Contract or by any forbearance or indulgence whether as to payment, time, performance or otherwise granted by the Customer in relation thereto (whether or not such amendment, termination, forbearance or indulgence is made with or without the assent of the Guarantor) or by the Customer doing any other matter or thing which but for this provision might exonerate the Guarantor;

3.6 this deed shall be a continuing security for the Guaranteed Obligations and accordingly:

3.6.1 it shall not be discharged by any partial performance (except to the extent of such partial performance) by the Supplier of its obligations under the Call-off Contract;

3.6.2 it shall not be affected by any insolvency, liquidation, administration, voluntary arrangement or other incapacity of the Supplier or any other person;

3.6.3 the rights of the Customer against the Guarantor under this deed are in addition to, shall not be affected by and shall not prejudice, any other security, guarantee, indemnity or other rights or remedies available to the Customer;

3.7 the Customer shall not be obliged before taking steps to enforce this deed against the Guarantor to obtain judgment against the Supplier or the Guarantor or any third party in any court, or to make or file any claim in a bankruptcy or liquidation of the Supplier or any third party, or to take any action whatsoever against the Supplier or the Guarantor or any third party (other than, in the case of the Supplier, serving a copy of the notice of demand upon the Guarantor in accordance with clause [3.3]) or to resort to any other security or guarantee or other means of payment. No action (or inaction) by the Customer in respect of any such

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security, guarantee or other means of payment shall prejudice or affect the liability of the Guarantor hereunder;

3.8 the Guarantor warrants that it is either a company or a body corporate duly organised and validly existing under the laws of England with limited liability and has all power and authority to enter into and perform the obligations contemplated by this deed to be performed by it and that this deed constitutes its legal, valid and binding obligation;

3.9 all sums payable by the Guarantor under this deed shall be paid without any set-off, lien or counterclaim, deduction or withholding, howsoever arising;

3.9.1 in respect of any claim against the Supplier for breach of the Call-off Contract (a "Guaranteed Claim"), the maximum aggregate amount which may be claimed against the Guarantor is the amount which could have been claimed against the Supplier in respect of that Guaranteed Claim:

3.10 subject to:

3.10.1 any limit on the liability of the Supplier as described in the Call-off Contract; and

3.10.2 any amounts recovered from the Supplier and the Guarantor in respect of the applicable Guaranteed Claim,

but:

3.10.3 in calculating the amount which could have been claimed against the Supplier ignoring, and treating the amount of any such claim as not being reduced or affected in any way by any statutory or other discharge or reduction or moratorium in respect of the obligations of the Supplier to the Customer including without limitation by virtue of any insolvency proceedings occurring in respect of the Supplier or any composition or arrangement between the Supplier and its creditors;

3.11 any release, discharge or settlement between the Guarantor and the Customer shall be conditional upon no security, disposition or payment to the Customer by the Guarantor or any other person being void, set aside or ordered to be refunded pursuant to any enactment or law relating to liquidation, administration or insolvency or for any other reason whatsoever and if such condition shall not be fulfilled the Customer shall be entitled to enforce this deed subsequently as if such release, discharge or settlement had not occurred and any such payment had not been made. The Customer shall be entitled to retain this security after as well as before the payment, discharge or satisfaction of all monies, obligations and liabilities that are or may become due owing or incurred to the Customer from the Guarantor for such period as the Customer may determine;

3.12 if any provision of this deed is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this deed had been executed with the invalid, illegal or unenforceable provision eliminated;

3.13 this deed shall be governed by and construed in all respects in accordance with the laws of England. Any dispute which may arise between the parties concerning this deed shall be determined by the courts of England and the parties hereby submit to the exclusive jurisdiction of the courts of England for such purpose and;

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3.14 the Guarantor reserves to itself rights, set offs, counter claims and other defences to which the Supplier is, or may be entitled arising from or out of the Call-off Contract, without limiting Guarantor’s own defences and rights under this Guarantee.

In witness whereof the Guarantor has caused this instrument to be executed and delivered as a deed the day and year first before written.

Executed as a Deed ) for and on behalf of ) [Guarantor] ) by two directors ) or a director and the company secretary )

……………………………………. Director …………………………………….. Director/Secretary

[Insert Customer's execution clause]

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Appendix 4

Insurance

1. DEFINITIONS

In this Appendix 4 of these General Terms and Conditions, unless the context otherwise requires:

"Insurance" means each of the contracts of insurance which the Supplier is required to maintain pursuant to the Call-off Contract and "Insurances" means all such contracts of insurance collectively;

"Insurer" means the persons providing the Insurance; and

"Prudent Supplier" means in respect of the Insurances a prudent contractor performing services of a type and size to those undertaken by the Supplier under the Call-off Contract.

2. INSURANCE COVENANTS

2.1 The Supplier shall at all times maintain in force such policies of insurance with reputable insurers or underwriters as shall fully insure and indemnify the Customer against all sums which shall become legally liable to be paid by way of compensation for accidental bodily injury (including death or otherwise) or accidental damage to property to the Customer and to any:

2.1.1 employee of the Customer;

2.1.2 to the employees of the Supplier; and

2.1.3 to any other person.

2.2 The Supplier shall maintain in full force and effect during the Term and for six (6) years after termination, insurance policies in respect of all those professional, third party and employee liability risks associated with the performance of the Call-off Services which are required by applicable laws and those which a Prudent Supplier would insure against (including professional liability and infidelity, product liability, infringement of intellectual property rights and data corruption). The Insurances shall be arranged with limits at a level which a Prudent Supplier would buy, but in any event with limits not less than those shown below:

Type Limit

Professional indemnity £4 million

Public liability £20 million

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Type Limit

Employer's liability £20 million

The limits set out above shall be maintained irrespective of any other claims on any such Insurance whether or not related to the Call-off Services. The Insurances shall also cover the Supplier's tortious, contractual and statutory liability to the Customer and SEGfL.

2.3 The Insurances shall be maintained from time to time on terms no less favourable than those generally available to, and with excesses or deductibles no greater assumed by, a Prudent Supplier in respect of risks insured in the international insurance market from time to time.

2.4 The Insurances shall be maintained with EEA or US authorised insurers who are, in the reasonable opinion of the Customer or its advisers, at all times of good financial standing and reputation.

2.5 The Supplier shall procure that nothing is done which would entitle any Insurer to cancel, rescind or suspend any insurance or cover, or to treat any Insurance, cover or claim as avoided in whole or part, and shall forthwith notify the Customer on becoming aware of any fact, circumstance or matter which has caused, or is reasonably likely to cause, any Insurer to give notice to cancel, rescind, suspend or avoid any Insurance, or any cover or claim under any Insurance in whole or in part.

2.6 The Customer may elect (but shall not be obliged) after written notice has been provided to the Supplier to purchase any Insurance which the Supplier is required to maintain pursuant to the Call-off Contract but has failed to maintain in full force and effect, and the Customer shall be entitled to recover the premium and other costs incurred in connection therewith as a debt due from the Supplier.

2.7 The Supplier shall procure that within fourteen (14) days after the Contract Commencement Date, and within fifteen (15) Business Days after the renewal of every Insurance a certificate of insurance is provided from the insurance brokers who arranged the Insurances addressed to, and in form satisfactory to, the Customer confirming that, to the best of their knowledge and belief, after making appropriate enquiries, the Insurances are in full force and effect, that they conform to the requirements of this Appendix 4 of these General Terms and Conditions, and that all premiums due in respect of them have been paid.

2.8 The Supplier shall promptly notify the Customer in writing in the event of its becoming aware that any risk which the Supplier is required to insure under the Call-off Contract is no longer insured (or is liable to cease to be insured) and of any intention on the part of any Insurer to cancel, rescind, suspend or avoid any Insurance, or any cover or any claim under any Insurance arising out of the Call-off Contract (or services provided under it) in whole or in part.

2.9 The Customer shall be entitled to receive such evidence of the existence and terms of all Insurances, and evidence of timely payment of premiums, as it may from time to time reasonably request, and to copies of all public liability Insurances under which it is co-insured pursuant to paragraph 2.5 of this Appendix 4 of these General Terms and Conditions.

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Appendix 5

Customer's Responsibilities

4. This Appendix 5 of these General Terms and Conditions sets out the generic Customer's Responsibilities that may be applied in respect of the Call-Off Contract.

5. Additional Customer's responsibilities may be agreed by the Customer and the Supplier in the Call-off Contract.

6. Generic areas of Customer's Responsibilities shall include, but shall not be limited to:

6.1 the Customer will by written notice to the Supplier nominate a Customer's Representative who shall have the specific authority to act on behalf of the Customer on such matters in connection with the Call-off Contract as shall be specified in such notice;

6.2 the Customer will identify and provide a list of Site Representatives for the connected Sites;

6.3 the Customer shall take reasonable care to protect the Call-off Services from interference by third parties;

6.4 the Customer will supply accurate site information (name, address, post code, phone number) for planning and design purposes;

6.5 the Customer will grant Supplier and Supplier Parties access to Site premises as required, by agreement;

6.6 the Customer will ensure that the Customer's Representative is able to carry out the acceptance test procedure;

6.7 the Customer will ensure that the Customer's Representative respond to requests and notifications from the Supplier in a timely manner;

6.8 the Customer will ensure that suitable accommodation and environmental conditions exist to host the Hardware required for the Supplier's delivery of the Call-Off Services;

6.9 the Customer will be responsible for arranging any reconfiguration of local area networks required on Site; and

6.10 where the Supplier is required to update security policies as a result of conforming to BS7799 the Customer shall provide reasonably assistance in determining the revised security policy.

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Appendix 6

Exit and Services Transfer Arrangements

1. GENERAL

1.1 The Supplier is required to ensure the orderly transition of the Call-off Services from the Supplier to the Customer or any Replacement Supplier in the event of expiry, termination (however caused) or any Service Transfer. This Appendix 6 of these General Terms and Conditions sets out the principles of, and the Supplier's obligations in relation to, such transfer of the Call-off Services and sets out the procedure for the development, and the basis, of the Exit Plan. This Appendix 6 of these General Terms and Conditions also applies to a partial termination of the Call-off Contract.

1.2 On a Service Transfer, the Supplier shall use best endeavours to ensure the smooth, orderly and seamless transfer of the Call-off Services (or relevant part thereof) to the Customer, (and/or its nominee) and/or the Replacement Supplier (as required by the Customer) to ensure the smooth and orderly cessation of the Call-off Services (or relevant part thereof) and the Supplier shall avoid or mitigate insofar as reasonably practicable any inconvenience or any risk to the health and safety of the employees of the Customer (and/or its nominee) and/or the Replacement Supplier (as required by the Customer) and members of the public. The remaining paragraphs of this Appendix 6 of these General Terms and Conditions shall be without prejudice to the generality of this provision.

1.3 The Supplier shall ensure that its obligations under this Appendix 6 of these General Terms and Conditions are performed without disruption to the Customer or to any other recipients of the Call-off Services.

2. EXIT PLAN

2.1 The Supplier shall prepare and deliver to the Customer a plan (the "Exit Plan") setting out detailed and comprehensive arrangements for the orderly transition of the Call-off Services from the Supplier to the Customer or any Replacement Supplier in the event of expiry, termination (however caused) of the Call-off Contract or any other transfer of the Call-off Services or any of them. The Exit Plan will include but not be limited to the following:

2.1.1 details of all assistance that the Supplier considers the Customer (and/or its nominee) and/or the Replacement Supplier (as required by the Customer) may reasonably require together with proposals for how such assistance shall be provided by the Supplier including details of individuals (posts and responsibilities) who shall be made available by the Supplier and/or Supplier Parties to the Customer (and/or its nominee) and/or the Replacement Supplier (as required by the Customer) to facilitate the transfer of Call-off Services in accordance with this Appendix 6 of these General Terms and Conditions;

2.1.2 plans for the identification of documentation setting out details of the Call-off Services provided by the Supplier and the relevant Sites;

2.1.3 plans for how the Call-off Services will be transferred to the Replacement Supplier or the Customer ensuring that there is no disruption in the supply of the Call-off Services and that there is no deterioration in the qualify of delivery of the Call-off Services during the

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Transitional Assistance Period, including processes, documentation, data transfer, systems migration, security and the segregation of the Customer's technology components from any technology components run by the Supplier or its Sub-Contractors (where applicable);

2.1.4 an explanation of, and evidence of compliance with, the procedure implemented to identify and mark Exclusive Assets to identify that they are used exclusively for the provision of the Call-off Services;

2.1.5 plans for the transfer, including without limitation, delivery by physical and/or electronic means, to the Customer of the Supplier's entire legal and beneficial right, title and interest in all of the Exclusive Assets;

2.1.6 plans for the identification of assets which are not Exclusive Assets;

2.1.7 training plans for key members of the Customer's staff or a Replacement Supplier's personnel, following expiry or termination (however caused) to perform services equivalent to the Call-off Services immediately preceding the date of expiry or termination (as appropriate);

2.1.8 plans for the transfer of any and all assets (including any Intellectual Property Rights) licensed to owned or leased by the Customer which are in the Supplier's possession, power or control from the Supplier to the Customer or any Replacement Supplier;

2.1.9 plans for the transfer of the Customer's Data and the migration of any databases and registers, all data and meta data contained in such databases compiled or used in the performance of the Call-off Services in an industry standard format required by the Customer;

2.1.10 plans for the identification and documentation of all work in progress;

2.1.11 plans to specify the scope of the Transitional Assistance, any charges that would be payable (calculated in accordance with the Charging Principles) and detailing how the Transitional Assistance would be provided (if required) during the Transitional Assistance Period;

2.1.12 details of the Supplier's Employees (if any) and other resources that will be required to provide Transitional Assistance;

2.1.13 a timetable and shall identify critical issues for carrying out the Transitional Assistance;

2.1.14 plans for handover of all security matters (logical and physical);

2.1.15 plans for the management structure to be put in place and employed during the Transitional Assistance Period; and

2.1.16 details about how the Supplier will perform the Transitional Assistance as set out in paragraph 6 of this Appendix 6 of these General Terms and Conditions and how such process will be managed.

2.2 At any time during the Term and/or the Transitional Assistance Period the Customer may request the Supplier to make such changes to the Exit Plan as are reasonably necessary. The Supplier shall be entitled to request that any such requests are addressed in accordance with the Change Control Procedure.

2.3 In the event that the Supplier incurs any third party costs in identifying any of the items in paragraph 2.1 of this Appendix 6 of these General Terms and Conditions and such costs are

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payable by the Customer, the Supplier shall obtain the Customer's written approval prior to incurring the costs.

3. REGISTERS

During the Term, the Supplier shall:

3.1 maintain a database of all Exclusive and non Exclusive Assets detailing their ownership status as either Exclusive Assets (separately identifying Transferable Assets) or non Exclusive Assets and their fair market value, and a register of all agreements or arrangements with Sub-Contractors and other agreements (including, without limitation, software licences and leases) required for the performance of the Call-off Services. This database shall be updated as assets or agreements or arrangements with Sub-Contractors or other agreements are added or removed from time to time, but the fair market value of assets on the register shall be updated within twenty (20) Business Days of the end of the Supplier's financial year;

3.2 maintain and update a database setting out the technical infrastructure used by or on behalf of the Supplier in the provision of the Call-off Services. Such database shall be capable of allowing staff of the Replacement Supplier or the Customer to acquire sufficient technical understanding of how the Supplier provides the Call-off Services to ensure the smooth transition of the Call-off Services with the minimum of disruption; and

3.3 maintain copies of all agreements and arrangements with Sub-Contractors and other agreements referred to in paragraph 3.1 of this Appendix 6 of these General Terms and Conditions.

4. PROJECT MANAGEMENT OF EXIT AND SERVICES TRANSFER

4.1 The Supplier's Exit Manager shall be responsible for ensuring that the Supplier and all Supplier Parties comply with this Appendix 6 and clause 39 of these General Terms and Conditions.

4.2 The Supplier shall ensure that the Exit Manager has the requisite authority to arrange and procure any resources of the Supplier as are reasonably necessary to enable the Supplier to comply with this Appendix 6 and clause 39 of these General Terms and Conditions.

4.3 The Supplier may only change the identity of the Exit Manager with the consent of the Customer, such consent not to be unreasonably withheld or delayed. The Exit Managers shall liaise with one another in relation to all issues relevant to expiry or termination (however caused) and all matters connected with this Appendix 6 of these General Terms and Conditions and each party's compliance with it.

4.4 Either party may call for a meeting of the Exit Managers by giving the other not less than ten (10) Business Days notice. Such meeting shall take place within twenty (20) Business Days thereafter at a time and place determined by the Customer's Representative.

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5. NOTIFICATION REQUIREMENTS FOR TRANSITIONAL ASSISTANCE

5.1 The Customer shall be entitled to require the Supplier to provide Transitional Assistance by notifying the Supplier in writing (the "Transitional Assistance Notice") at any time prior to the date of expiry, termination (however caused) or Service Transfer. The Transitional Assistance Notice shall specify the:

5.1.1 date from which Transitional Assistance is required;

5.1.2 the nature and extent of the Transitional Assistance required; and

5.1.3 the period during which it is anticipated that Transitional Assistance will be required which shall continue no longer than six (6) months after the date that the Supplier ceases to provide the Call-off Services.

5.2 The Customer shall have an option to extend the period of assistance beyond the period specified in the Transitional Assistance Notice (up to a maximum period of a further ninety (90) days or such other period as may be specified by the Customer by written notice to the Supplier) provided that the Customer shall notify the Supplier to such effect no later than twenty (20) Business Days prior to the date on which the provision of Transitional Assistance is otherwise due to expire.

5.3 The Customer shall have the right to terminate its requirement for Transitional Assistance by serving not less than twenty (20) Business Days' notice upon the Supplier to such effect.

6. TRANSITIONAL ASSISTANCE

6.1 Unless otherwise provided in a Transitional Assistance Notice, the Supplier shall provide the Transitional Assistance which shall include but not be limited to the following:

6.1.1 complying with all of its obligations contained in the Transitional Assistance Notice, the Exit Plan, clause 39 and this Appendix 6 of these General Terms and Conditions and in the event of any conflict, the documents shall take precedence in the following order: Transitional Assistance Notice, clause 39, the Exit Plan and this Appendix 6 of these General Terms and Conditions;

6.1.2 acting in good faith and in accordance with Good Industry Practice;

6.1.3 during the Transitional Assistance Period, not terminate or vary in any material respect and Sub-Contract or other agreement required for the performance of the Call-off Services without the Customer's prior written consent;

6.1.4 notifying the Sub-Contractors of procedures to be followed during the Transitional Assistance Period and providing management to ensure these procedures are followed;

6.1.5 comply with all of its obligations relating to the Supplier's Employees set out in paragraphs 11.5.1 to 11.5.2 of this Appendix 6 of these General Terms and Conditions;

6.1.6 providing assistance and expertise as necessary to identify all material operational and business processes (including all supporting documentation) used by it or any Supplier Party in the provision of the Call-off Services;

6.1.7 documenting the current status of work in progress and identifying how to ensure continuity during and after the Transitional Assistance Period;

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6.1.8 providing assistance and expertise as necessary to examine all relevant personnel roles and responsibilities of Supplier Employees in place for the provision of the Call-off Services and the Transitional Assistance;

6.1.9 making technical support staff available to the Customer and/or the Replacement Supplier during Core Hours and on reasonable notice;

6.1.10 ensure that the aggregate of the skills and experience of the personnel engaged in the provision of the Call-off Services does not change for the worse during the Transitional Assistance Period and that changes in such personnel are effected only after reasonable consultation with the Customer;

6.1.11 providing historical performance data of the Call-off Services;

6.1.12 providing reasonable assistance to the Customer in procuring and receiving Replacement Services;

6.1.13 the novation or assignment of all Transferring Contracts or sub-licensing of any other agreements as may be required by the Customer or the Replacement Supplier to facilitate the provision of Replacement Call-off Services;

6.1.14 agreeing with the Customer and/or the Replacement Supplier a handover plan for all security matters and a security management control procedures manual. The Supplier will co-operate fully in the execution of the agreed plan, providing skills and expertise of a suitable and agreed standard;

6.1.15 agreeing with the Customer and/or the Replacement Supplier a plan for the migration of any databases compiled or used in the performance of the Call-off Services to the Customer or the Replacement Supplier. The Supplier will fully cooperate in the execution of the agreed plan, providing skills and expertise of a suitable and agreed standard;

6.1.16 assignment to the Customer of all Intellectual Property Rights in accordance with clause 20.1.1(b)(iii);

6.1.17 the provision of access to the Replacement Supplier or the Customer during the Transitional Assistance Period and for up to twelve (12) months thereafter to:

(a) such information relating to the Call-off Services as is in the power, possession or control of the Supplier or any Supplier Party (and the Supplier agrees and shall procure that its Supplier Parties do not destroy, erase, delete or dispose of such information within such period); and

(b) such members of the Supplier's or the Supplier Parties' personnel as have been involved in the design, development, provision or management of the Call-off Services and who are still employed or engaged by the Supplier or the appropriate Supplier Party, provided that the Replacement Supplier or the Customer shall pay the reasonable and proven costs of the Supplier incurred in responding to requests for access under this paragraph 6.1.17 of this Appendix 6 of these General Terms and Conditions;

6.1.18 permitting any agent or personnel (including employees, consultants and sub-contractors) of the Replacement Supplier or the Customer access, during business hours and upon reasonable prior written notice to the Supplier's equipment used in providing the Call-off Services located at the Sites and/or Supplier Employees, (this will include work shadowing, secondments, seminars and any other reasonable means by which to effect a prompt knowledge transfer) provided that:

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(a) if required by the Supplier (acting reasonably) any such agent or personnel (including employees, consultants and sub-contractors) having access to such equipment and/or Supplier Employees under this paragraph 6.1.18 of this Appendix 6 of these General Terms and Conditions shall sign a confidentiality undertaking in favour of the Supplier (in such form as the Supplier shall reasonably require); and

(b) the Customer or the Replacement Supplier shall pay the reasonable and proper costs of the Supplier incurred in facilitating such access;

6.1.19 transferring all training materials and providing appropriate training (as determined by the Customer) to those Customer and/or Replacement Supplier personnel responsible for internal training in connection with the provision of the Replacement Call-off Services;

6.1.20 explaining the procedures and operations used to provide the Call-off Services to the Replacement Supplier or the Customer and providing such information, records and documents required to clarify such explanation;

6.1.21 providing any technical advice as may be required by the Replacement Supplier or the Customer to ensure the provision of the Replacement Call-off Services to commensurate service levels and standards to those required under the Agreement (or where higher, to the standards being achieved by the Supplier prior to the date on which the Supplier ceases to provide the Call-off Services or part of them (for whatever reason)) by the Replacement Supplier or the Customer; and

6.1.22 answering all reasonable questions from the Customer or its Replacement Supplier regarding the general nature of the Call-off Services.

6.2 The Customer will, at the Supplier's reasonable request, require the Replacement Supplier and any agent or personnel of the Replacement Supplier, to enter into an appropriate confidentiality undertaking with the Supplier.

7. SERVICE TRANSFER

7.1 During the Transitional Assistance Period, the Call-off Services and the Transitional Assistance will be provided at no detriment to the Service Levels, except to the extent otherwise agreed by the Customer in accordance with paragraph 7.2 of this Appendix 6 of these General Terms and Conditions.

7.2 Where the Supplier demonstrates to the Customer's reasonable satisfaction that transfer of the Call-off Services during the Transitional Assistance Period will have a material effect on the Supplier's ability to meet a particular Service Level(s), the Customer may agree to waive or vary the applicable Service Deductions.

7.3 The Customer and the Supplier acknowledge that the migration of the Call-off Services to the Replacement Supplier or the Customer may be phased over a period of time so that certain identified Call-off Services are transferred to the Replacement Supplier or the Customer before others.

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8. PARTIAL TERMINATION

8.1 Termination by the Customer of any one or more of the Call-off Services pursuant to clause 38.3.5 of these General Terms and Conditions shall not relieve the Supplier of its obligations under a Call-off Contract in respect of the remaining Call-off Services.

8.2 The Supplier may, within ten (10) Business Days of receipt of notice from the Customer terminating any element of the Services pursuant to clause 38.3.5 of these General Terms and Conditions, notify the Customer of the adverse effect (if any) the termination of such element of the Call-off Services will have on the ability of the Supplier to provide all or any part of the remaining Call-off Services or the Transitional Assistance, together with the reasons for such adverse effect and the Supplier's suggestions to avoid or mitigate such adverse effect.

8.3 Within five (5) days of receipt of notice from the Supplier pursuant to paragraph 8.2 of this Appendix 6 of these General Terms and Conditions the Customer and the Supplier shall meet to discuss the issues raised by the Supplier. If the parties do not reach agreement within five (5) Business Days of such meeting:

8.3.1 the Customer may issue a Notice of Change in which case the parties shall follow the Change Control Procedure; or

8.3.2 either party may refer the Dispute for resolution in accordance with the Dispute Resolution Procedure.

9. CUSTOMER'S DATA

The Supplier shall:

9.1 on the earlier of:

9.1.1 six (6) months prior to expiry; or

9.1.2 ten (10) Business Days after the date of a Transitional Assistance Notice or of notice to terminate a Call-off Contract; or

9.1.3 such later date as the Customer may agree,

comply with its obligations pursuant to clause 34.7 and clause 39 of these General Terms and Conditions;

9.2 during the Transitional Assistance Period and for up to twelve (12) months thereafter, for the purpose of the smooth transfer of the Call-off Services allow the Replacement Supplier and/or the Customer (and/or its nominee) access to its premises (and procure its Supplier Parties allow the Replacement Supplier and/or the Customer (or its nominee) access to their respective premises) to:

9.2.1 such information and documentation relating to the Call-off Services as is in the possession or control of the Supplier or its Sub-Contractors; and

9.2.2 such members of the Supplier's or its Sub-Contractor's personnel as have been involved in the design, development, provision or management of the Call-off Services and who are still employed or engaged by the Supplier or its Sub-Contractors,

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provided that the Customer (and/or its nominee) and/or the Replacement Supplier (as required by the Customer) shall pay the reasonable and proven costs of the Supplier incurred in responding to requests for access under this paragraph 9.2 of this Appendix 6 of these General Terms and Conditions;

9.3 at the end of the period during which the Supplier is providing the Call-off Services (or any of them) or the Transitional Assistance (as appropriate) or, provided it does not have an adverse impact on the ability of the Supplier to provide the Call-off Services (or any of them) or the Transitional Assistance, at any time during the Transitional Assistance Period (as the Customer shall require), cease to use the Customer Data and, at the direction of the Customer, shall:

9.3.1 provide the Customer (and/or its nominee) and/or the Replacement Supplier (as required by the Customer) with a complete and uncorrupted version of the Customer Data in electronic form (or such other format as specified by the Customer); or

9.3.2 destroy and/or permanently delete (including removal from any hard disk) or return (at the Customer's option) all copies of the Customer Data.

10. DELIVERY OF INTELLECTUAL PROPERTY RIGHTS

On the earlier of (i) six (6) months prior to expiry or ten (10) Business Days after the earlier of the date of a Transitional Assistance Notice or of notice to terminate; or (iii) such later date as the parties may agree the Supplier shall:

10.1 comply with its obligations set out in clauses 20.1.1(b)(iii) to 20.1.4(b) of these General Terms and Conditions;

10.2 pursuant to clause 20.1.5 of these General Terms and Conditions grant, and shall ensure that each of its relevant Supplier Parties grant, to the Customer and the Users a perpetual, non-exclusive, irrevocable licence to use any Software and Documentation on the terms set out in that clause and any licence fees payable by the Customer after the Term associated with such Software shall be as set out by the Supplier in the Call-off Contract;

10.3 pursuant to clause 20.1.7 of these General Terms and Conditions, grant to the Customer and the Users (or procure that the owner of any third party software directly grants to the Customer) a perpetual, non-exclusive, irrevocable sub-licence in accordance with the terms set out in that clause and any licence fees payable by the Customer after the Term associated with such third party software shall be set out by the Supplier in the Call-off Contract;

10.4 (at the end of the period during which the Supplier is providing the Services (or any of them) or the Transitional Assistance (as appropriate)) cease to use all Intellectual Property Rights developed for or used in marketing the Services and, at the direction of the Customer, shall:

10.4.1 deliver to the Customer all such Intellectual Property Rights, in whatever form, developed for marketing the Services; and

10.4.2 destroy and/or permanently delete (including removal from any hard disk) or return (at the Customer's option) all copies of such Intellectual Property Rights.

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10.5 The Supplier shall, at the Customer's request, provide ongoing support of the Software on its normal commercial terms at a price no less favourable that the Supplier's then current standard rates in respect of such support services for as long as it is required.

11. TRANSFER OF ASSETS AND AGREEMENTS AND ARRANGEMENTS WITH SUB-CONTRACTORS

11.1 Not less than six (6) months prior to expiry of the Term or, in the case of Termination, as soon as reasonably practicable the Customer shall notify the Supplier:

11.1.1 which, if any, of the Exclusive Assets the Customer requires to be transferred to it or the Replacement Supplier (the "Transferring Assets");

11.1.2 which, if any, of the Exclusive Assets which are not Transferring Assets and which of the non Exclusive Assets the Customer or the Replacement Supplier requires the continued use of;

11.1.3 which agreements or arrangements with Sub-Contractors or other Supplier Parties;

11.1.4 if the Customer requires to be transferred to it or to the Replacement Supplier (the "Transferring Contracts") including any Revised Supply Contracts in accordance with Schedule 10 of the Framework Agreement; and

11.1.5 which of the Software, and the third party software the Customer requires to be licensed to it or the Replacement Supplier,

in order for the Replacement Supplier or the Customer to provide the Replacement Call-off Services from the end of the Transitional Assistance Period. At the request of the Customer or the Replacement Supplier, the Supplier shall provide such assistance as may be necessary to help the Customer and/or the Replacement Supplier to identify which assets and which of the agreements and arrangements with Sub-Contractors and/or other contracts are required for the continued provision of the Call-off Services and the provision of the Replacement Call-off Services.

11.2 The Supplier shall assign the Transferring Assets to the Replacement Supplier or the Customer (as determined by the Customer) with effect from the end of the Transitional Assistance Period and the assignment shall take place at such place as the Customer shall specify. The Supplier shall give the Replacement Supplier or the Customer possession of such Transferring Assets as are transferable by delivery. Risk in such Transferring Assets shall pass to the Replacement Supplier or the Customer (as appropriate) at the end of the Transitional Assistance Period and title to such Transferring Asset shall pass to the Replacement Supplier or the Customer (as appropriate) on payment for the same.

11.3 Where the Supplier is notified in accordance with paragraph 11.1.2 of this Appendix 6 of these General Terms and Conditions that the Replacement Supplier or the Customer requires continued use of any of the Exclusive Assets or any other assets, the Supplier shall use its reasonable endeavours to procure:

11.3.1 a non-exclusive, perpetual, royalty-free licence for the Replacement Supplier or the Customer to use such assets to provide the Replacement Call-off Services (with a right of sub-licence or assignment on the same terms); or

11.3.2 a suitable alternative to such assets in relation to which it is impossible to procure a licence in accordance with paragraph 11.3.1 of this Appendix 6 of these General Terms

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and Conditions and where requested by the Customer and/or the Replacement Supplier to do so after consultation and the Customer or the Replacement Supplier shall bear the reasonable proven costs of procuring the same.

11.4 Sub-Contracts: Novation, Assignment

11.4.1 The Supplier warrants that all agreements and arrangements with Sub-Contractors are assignable and/or capable of novation at the request of the Customer to the Customer (and/or its nominee) or the Replacement Supplier upon the Supplier ceasing to provide the Call-off Services, or any part of them, for any reason without restriction (including any need to obtain consent or approval) or without payment by the Customer.

11.4.2 The Supplier shall at the Customer's request and with the co-operation of the Customer procure the novation or assignment to the Customer or Replacement Supplier of the Transferring Contracts.

11.4.3 The Customer shall:

(a) accept assignments from the Supplier or join with the Supplier in procuring a novation of each Transferring Contract;

(b) once a Transferring Contract is novated or assigned to the Customer or the Replacement Supplier, carry out, perform and discharge all the obligations and liabilities created by or arising under that Transferring Contract and exercise its rights arising under that Transferring Contract, or as applicable, procure that a Replacement Supplier does the same; and

(c) on demand indemnify and keep the Supplier indemnified at all times from and against all Direct Losses sustained by the Supplier, in respect of any failure on the part of the Customer or the Replacement Supplier to carry out, perform and discharge the obligations and liabilities, or as applicable, procure that a Replacement Supplier does the same.

11.4.4 Subject to paragraph 11.4.5 of this Appendix 6 of these General Terms and Conditions until a Transferring Contract is novated or assigned:

(a) the Supplier shall hold it on trust for the Customer or Replacement Supplier absolutely and the Customer shall, or shall procure that the Replacement Supplier shall, (if such sub-contracting is permissible and lawful under the particular agreements or arrangements with Sub-Contractors), as the sub-contractor of the Supplier carry out and perform all the obligations of the Supplier under the contract to be discharged after the Termination Date or Expiry until such time as the Transferring Contract is novated or assigned; and

(b) the Customer shall and shall procure that the Replacement Supplier shall (so far as it lawfully may) give all reasonable assistance to the Supplier (at the Supplier's request and expense) to enable the Supplier to enforce its rights under the said contract.

11.4.5 The Customer shall notify the Supplier of any obligation under any Transferring Contract which has been or will be novated or assigned under this paragraph 11 of this Appendix 6 of these General Terms and Conditions which it is unable to carry out or perform without the assistance of the Supplier. The Supplier shall provide all reasonable assistance to the Customer to enable it to comply with that obligation.

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11.5 Employees and Staff

11.5.1 The parties agree that once the Supplier has been notified that a Call-off Contract is to be terminated or if it has not received notice to renew in accordance with clause 4.1 of these General Terms and Conditions, the Supplier shall not, and shall procure that the Supplier Parties do not, without the prior consent of the Customer:

(a) vary or purport or promise to vary, the terms and conditions of employment of any Supplier Employee;

(b) give notice to terminate or terminate the employment of any Supplier Employee;

(c) recruit any Supplier Employee;

(d) make any of its other employees Supplier Employees; or

(e) remove any Supplier Employee,

provided that paragraph 11.5.1(a) shall not prevent the Supplier from varying the terms and conditions of employment of a Supplier Employee who has agreed to remain within the Supplier's business provided that the Supplier will indemnify the Customer against any increased liability resulting from the variation if, notwithstanding the agreement with the relevant Supplier Employee, the Transfer Regulations operate to transfer any related liability to the Customer.

11.5.2 The Supplier undertakes to the Customer that it shall fully indemnify and hold harmless and keep fully indemnified the Customer in respect of each and every action, proceeding, liability, cost, claim, loss, expense (including legal expenses) and demand arising out of or in connection with any claim by any person employed or engaged by the Supplier or any Supplier Party (other than any employee(s) of the Customer):

(a) which alleges, or is a consequence of, any act or omission by the Supplier on or before the termination or expiry of a Call-off Contract, whether such claim be in contract or in tort or under Law or under a collective agreement for any remedy (including without limitation pursuant to the Transfer Regulations or the Employment Rights Act 1996 or for unfair dismissal, redundancy, statutory redundancy, unlawful deduction from wages, breach of contract, equal pay or sex, race or disability discrimination or pursuant to the Human Rights Act 1998); or

(b) responsibility for which passes to the Customer under the Transfer Regulations; or

(c) which alleges that the Transfer Regulations apply to transfer any Supplier Employee's employment to the Customer; or

(d) which relates to the dismissal or termination of employment or any Supplier Employee.

12. PAYMENT ON TERMINATION OR EXPIRY

12.1 Subject to paragraph 12.2 of this Appendix 6 of these General Terms and Conditions, the Customer shall, or procure that the Replacement Supplier shall, pay to the Supplier the price determined in accordance with the relevant Call-Off Contract:

12.1.1 for the Transferring Assets at their fair market value; and/or

12.1.2 for the continued use of the Exclusive Assets as referred to in paragraph 11.3 of this Appendix 6 of these General Terms and Conditions.

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12.2 Any payments to be made by the Customer in respect of the Supplier performing the Transitional Assistance shall be determined in accordance with the Charging Principles.

13. INDEMNITY

The Supplier agrees to indemnify and keep indemnified the Customer from and against all costs, actions, claims, demands, liabilities, expenses, damages or losses (including without limitation consequential losses, and all interest, penalties and all reasonable legal and other professional costs and expenses) arising out of or in connection with the Supplier providing inaccurate or incomplete information under this Appendix 6 of these General Terms and Conditions.

14. APPORTIONMENTS

14.1 There shall be apportioned between the Customer and the Supplier or the Replacement Supplier and the Supplier all outgoings and expenses (including any remuneration due) and all rents, royalties and other periodical payments receivable in respect of the Transferring Assets and Transferring Contracts.

14.2 This apportionment will be carried out as follows:

14.2.1 the payments will be annualised and divided by 365 to reach a daily rate;

14.2.2 the Customer shall be responsible for or shall procure that the Replacement Supplier shall be responsible for or entitled to (as the case may be) an amount equal to the number of complete days during the period of the invoice after the transfer multiplied by that daily rate; and

14.2.3 the Supplier will be responsible for or entitled to (as the case may be) the rest of the invoice.

14.3 Each party shall pay and the Customer shall procure that the Replacement Supplier shall pay any moneys due to the other party or the Replacement Supplier under this paragraph 14 of this Appendix 6 of these General Terms and Conditions as soon as practicable.

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Appendix 7

Proforma Certificates

CONFIDENTIAL

SOUTH EAST GRID FOR LEARNING

VARIATION NOTICE (VN)

VN Reference Number:

Supplier

SEGfL Member Authority (Customer):

Call-off Contract(s) Affected:

Sites Affected:

Variation Proposed:

(Note: This Variation Notice shall be issued in accordance with the Change Control Procedure.)

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Signed:

(Customer Representative)

Date:

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CONFIDENTIAL


GENERIC CHANGE NOTICE

Supplier:

SEGfL Member Authorities Affected (Customers):

Call-off Contracts Affected:

Generic Change Proposed:

(Note: This Generic Change Notice shall be issued in accordance with the Change Control Procedure.)

Signed:

(The Requesting Party)

Date:

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CONFIDENTIAL


INSTALLATION CERTIFICATE

Supplier:

Local Authority:

Call-off Contract Reference:

SITE:

Date of Installation:

Installation Acceptance

(The Site Representative should sign below when it has been demonstrated that the Call-Off Services are installed and available at the Site).

This means that the Installation Acceptance Tests have demonstrated to the satisfaction of the Site Representative that:

• the Hardware and Software necessary for the provision of the Call-off Services have been connected and installed at the Site in accordance with the Programme of Works and where applicable the Service Levels; and

• the Supplier can demonstrate that the Call-off Services are connected and available:

i. to at least one User at the Site; or

ii. as described in the SSR

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Signed:

(Site Representative)

Date:

Notes (to include any outstanding defects or omissions):

The Site Representative hereby notifies the Customer's Representative and the SEGfL Representative that it considers the Call-Off Services to be installed and available at this Site.

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CONFIDENTIAL


COMPLETION CERTIFICATE

Supplier:

Local Authority:


)Phase (if appropriate):

Completion Acceptance

The Customer's Representative should sign below when it has been demonstrated that the Call-off Services are installed and available at all Sites in the Call-off Contract, as detailed in the Programme of Works.

This means that all Installation Certificates have been received (or reasonably accounted for) and it has been demonstrated to the satisfaction of the Customer's Representative that:

• all outstanding defects or omissions detailed in the Installation Certificates have been rectified;

• the Hardware and Software necessary for the provision of the Call-off Services have been connected and installed at all Sites in accordance with the Programme of Works and, where applicable, the Service Levels; and

• the Supplier can demonstrate that the Call-off Services are connected to and available at all Sites.

Signed:

(Customer's Representative)

Date:

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Notes (to include any outstanding defects or omissions):

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CONFIDENTIAL


FINAL CERTIFICATE

Supplier:

Local Authority:


SITE:

Final Acceptance

The Customer's Representative should sign below when:

i. all Installation and Completion Certificates (as appropriate) have been signed to indicate that the Call-Off Services described in the Call-off Contract referenced above are available at all Sites included in that Call-off Contract;

ii. all outstanding defects or omissions detailed in the Installation Certificates and Completion Certificate (as appropriate) have been rectified; and

iii. the Customer's Representative has received data that demonstrates that the Call-off Services are meeting or exceeding the agreed Service Levels.

Signed:

(Customer's Representative)

Date:

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Notes:

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dated 2013 bracknell forest borough council …€¦ · dated 2013 bracknell forest borough council...

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