11. Tupe And Re-Tendering 12. Reporting and Meetings 13. Change control 14. Dispute resolution 15. Sub-Contracting and assignment 16. Indemnities 17. Limitation of liability 18. Insurance 19. Freedom of information 20. Data processing 21. Confidentiality 22. Audit 23. Intellectual property 24. Termination for breach 25. Termination on notice 26. Force majeure 27. Prevention of bribery 28. Consequences of termination or Expiry 29. Waiver 30. Severability 31. Partnership or agency 32. Publicity 33. Notices 34. Jurisdiction 35. Abnormally low Tenders 36. Corporate Policies 37. Indexation 38. Variations AGREED TERMS 1. DEFINITIONS AND INTERPRETATION The following definitions and of interpretation in this clause apply in this agreement. Abnormally Low Tenders: Tenders that require investigation in regard to their sustainability Bribery Act: the Bribery Act 2010 together with any guidance or codes of practice issued by the relevant government department concerning the legislation Catastrophic Failure: any action by the Supplier, whether in relation to the Goods and this agreement or otherwise, which in the reasonable opinion of the
third party. Sub-Contractor: the contractors or suppliers that enter into a Sub-Contract with the Supplier. Term: the period of the Initial Term as may be varied by: any Extension Period; or the earlier termination of this agreement in accordance with its terms. Termination Date: the date of expiry or termination of this agreement. TUPE: the Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246). UK Data Protection Legislation: any data protection legislation from time to time in force in the UK including the Data Protection Act 1998 or 2018 or any successor legislation. Variations: a request to the Supplier to make any reasonable alteration to the Contract or any Order pursuant thereto (herein referred to as a ‘Variation’) Working Day: (Buyer insert required working days, i.e. Monday to Friday), excluding any public holidays in England and Wales. Working Hours: the period from (Buyer insert expected working hrs XXam to XXpm on any Working Day. 1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement. 1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). 1.4 The schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement and any reference to this agreement includes the schedules. 1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. 1.6 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. 1.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders. 1.8 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and includes any subordinate
whatsoever whether arising in tort (including negligence) default or breach of this agreement, to the extent that any such loss or claim is due to the breach of contract, negligence, wilful default or fraud of itself or of its employees or of any of its Representatives or Sub-contractors save to the extent that the same is directly caused by or directly arises from the negligence, breach of this agreement or applicable Law by the Authority or its Representatives (excluding any Suppliers Personnel). 17. LIMITATION OF LIABILITY 17.1 Subject to Clause 17.2, neither shall be liable to the other party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any indirect or consequential loss arising under or in connection with this agreement. 17.2 Notwithstanding the provisions of Clause 17.1, the Supplier assumes responsibility for and acknowledges that the Authority may, amongst other things, recover: (a) sums paid by the Authority to the Supplier pursuant to this agreement, in respect of any goods not provided in accordance with the agreement; (b) wasted expenditure; (c) additional of procuring and implementing replacements for, or alternatives to, the Goods, including consultancy costs, additional costs of management time and other personnel costs and costs of equipment and materials; (d) losses incurred by the Authority arising out of or in connection with any claim, demand, fine, penalty, action, investigation or proceeding by any third party (including any Subcontract, Supplier’s Personnel, regulator or customer of the Authority) against the Authority caused by the act or omission of the Supplier; 17.3 Each party shall at all times take all reasonable steps to minimise and mitigate any loss or damage arising out of or in connection with this agreement, including any losses for which the relevant party is entitled to bring a claim against the other party pursuant to the indemnities in this agreement. 17.4 Notwithstanding any other provision of this agreement neither party limits or excludes its liability for: (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by its negligence (or the negligence of its personnel, agents or subcontractors); (c) breach of any obligation as to implied by statute; or