CONTRACT FOR CONSULTANCY SERVICES WITH A COMPANY

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5ATE5 6 7 0896 7
:9; SECRETARY OF STATE FOR E5UCATION
an&
:0; 6 7
CONTRACT FOR THE PROVISION OF CONSULTANCY SERVICES
***Contract for Services with a Company***
CONTENTS
Cla%se Page
$. "nterpretation
'. (ommencement and (ontinuation
). *rovision of (onsultancy #ervices
+. (harges and Terms of *ayment
,. (hanges to the Department-s .equirements
/. (ontract 0anagement
1. *remises and 2quipment
3. "ntellectual *roperty .ights
4. %arranty and "ndemnity
$5. Termination
$$. 6mendment and 7ariation
$'. 2ffect of 2!piry or Termination
$). 6ccess and "nformation
$+. (onflict of "nterest
$,. #tatus of (onsultant
$/. Ta! "ndemnity
$1. (onfidentiality
$3. Data *rotection
$4 Freedom of "nformation $)
'5. 6ssignment and #ub8contracting
'$. (orrupt 9ifts and *ayment of (ommission
''. %aiver
'). #everability
'+. Discrimination $+
',. The (ontract (.ights of Third *arties) 6ct $444
'/. Dispute .esolution
'1. :otices
'3. .ecycled *aper
'4. ;aw and <urisdiction
S!he&%les
$. The (onsultancy #ervices $1
'. (harges = >
*** Version 1*** '+
***Version 2*** '3
***Before finalising the contract please check that the page numbers above are still correct.
Version 1 and Version 2 above are for ease of drafting onl!" eventual page number should be
inserted opposite Charges ***
THIS CONTRACT IS 5ATE5 ***insert da!#month of signature b! $epartment% in manuscript***
088
PARTIES<
***Choose the appropriate $epartment from those below% then delete the other.***
($) THE SECRETARY OF STATE FOR E5UCATION whose ?ead @ffice is at #anctuary
Auildings, 9reat #mith #treet, ;ondon, #%$* )AT (the B5epart#entB)C and
(') = > a company registered in 2ngland and %ales under company number = > and
having its registered office at = > (the BCons%ltantB).
RECITALS<
(6) The (onsultant is in business as a ***detailed description of nature of e&pertise of the
Consultant***.
(A) The Department, in view of the (onsultant-s relevant sills, e!perience and nowledge wishes
to engage the (onsultant to provide certain (onsultancy #ervices to the Department.
(() The (onsultant has agreed to provide such (onsultancy #ervices to the Department on and
subDect to the terms and conditions set out in this (ontract.
(D) The Department-s reference number for this (ontract is =enter a uni'ue number> ***(his could
be made up of e.g. $epartment)s # team initials # pro*ect initials # ++1 # !ear or the ne&t
number% in se'uence% if the (eam has a pre,e&isting s!stem ***.
$
$. INTERPRETATION
$.$ "n this (ontract the following words shall meanE8
BAsso!iate& Co#pan$B means in relation to a company any holding company,
subsidiary or fellow holding company of any such
subsidiary
=Coni&ential Inor#ation>
FCons%ltan!$ Ser(i!esG
means all information which has been designated as
confidential by either party in writing or that ought to be
considered as confidential (however it is conveyed or on
whatever media it is stored) including but not limited to
information which relates to the business, affairs,
properties, assets, trading practices, services,
developments, trade secrets, "ntellectual *roperty
.ights, now8how, personnel, customers and suppliers
of either party and commercially sensitive information
which may be regarded as the confidential information
of the disclosing party.
***-f it is possible to specif! what is classed as
Confidential -nformation% include a .Confidential
-nformation Schedule) at the end of the Contract
specif!ing what documents% data etc.% !ou consider falls
within the scope of !our Contract Contact for
Commercial /olic! (eam if !ou need an! guidance on
formatting.***
means all of the activities to be undertaen by or to be
performed by the (onsultant as described in #chedule $
as may be amended from time to time
BChargesB means the charges payable by the Department in
consideration of the (onsultancy #ervices as set out in
#chedule '
FContra!t ManagerG means ***name and full address of $epartment0s
manager*** or such other person as the Department
may notify to the (onsultant in writing from time to time
?Contra!ting 5epart#ent? any contracting Department as defined in .egulation ,(')
of the *ublic (ontracts (%ors, #ervices and #upply)
(6mendment) .egulations '555 other than the
DepartmentC
?Cons%ltant Personnel? all employees, agents, consultants and contractors of
the (onsultant and&or of any #ub8contractorC
=Cons%ltant@s Contra!t Manager>
FCro*nG
means ***name and full address*** or such other person
as the (onsultant may notify to the Department in
writing from time to time
means Hueen 2liIabeth "" and any successor
'
?5epart#ent@s Coni&ential
Inor#ation?
all *ersonal Data and any information, however it is
conveyed, that relates to the business, affairs,
developments, trade secrets, now8how, personnel, and
suppliers of the Department, including all "*.s, together
with all information derived from any of the above, and any
other information clearly designated as being confidential
(whether or not it is mared BconfidentialB) or which ought
reasonably be considered to be confidentialC
B5epart#entAs Intelle!t%al Propert$
RightsB
means all "ntellectual *roperty .ights comprised in or
necessary for or arising from the performance of the
(onsultancy #ervices
?En(iron#ental Inor#ation
Reg%lations?
the 2nvironmental "nformation .egulations '55+
together with any guidance and&or codes of practice
issues by the "nformation (ommissioner or relevant
9overnment Department in relation to such regulationsC
?FOIA? the Freedom of "nformation 6ct '555 and any
subordinate legislation made under this 6ct from time to
time together with any guidance and&or codes of
practice issued by the "nformation (ommissioner or
relevant 9overnment Department in relation to such
legislationC
FHer MaBest$As Co(ern#entG means the duly elected 9overnment for the time being
during the reign of ?er 0aDesty and&or any department,
committee, office, servant or officer of such 9overnment
BHMSOB means ?er 0aDesty-s #tationery @ffice
?Inor#ation? has the meaning given under section 3+ of the Freedom
of "nformation 6ct '555C
BIntelle!t%al Propert$ RightsB means any copyright, rights in designs, database rights,
domain names, trade mars, service mars, patents or
any applications for any of the foregoing, now8how or
similar rights or obligations (whether registerable or not)
including 0oral .ights as defined in (hapter "7 of the
(opyright, Designs and *atents 6ct $433
?Personal 5ata? shall have the same meaning as set out in the Data
*rotection 6ct $443C
?Re,%est or Inor#ation? a request for information or an apparent request under
the (ode of *ractice on 6ccess to 9overnment
"nformation, F@"6 or the 2nvironmental "nformation
.egulationsC
?WorDing 5a$? any day other than a #aturday, #unday or public holiday
in 2ngland and %ales.
$.' .eferences to FContra!tG mean this contract (and include the #chedules). .eferences
to FCla%sesG and FS!he&%lesG mean clauses of and schedules to this (ontract. The
provisions of the #chedules shall be binding on the parties as if set out in full in this
(ontract.
$.) .eferences in this (ontract to statutory provisions include all prior and subsequent
enactments, amendments and substitutions relating to that provision and to any
)
regulations made under it.
$.+ .eference to the singular include the plural and vice versa and references to any gender
include both genders. .eferences to a person include any individual, firm,
unincorporated association or body corporate.
'. COMMENCEMENT AN5 CONTINUATION
'.$ The (onsultant shall commence the (onsultancy #ervices on = > and, subDect to
the rights of earlier termination set out in this (ontract, shall complete the (onsultancy
#ervices on or before = >.
***-nclude Clause 2.2 if the contract will be signed late and after work has alread! started under
the terms of the contract***
'.' =This (ontract shall be deemed to have been effective from =***date work started 1 same
as first date in 2.1 above***>.>
***(he following Clause 2numbering is dependent on whether there is a Clause 2.23 is used for
framework agreements # call,off contracts onl!. Delete if not relevant . 4 start and end date will
still need to be specified in Clause 2.1% and Clause 2.2 ma! also be relevant. See also Clause
15.6***
'.= > =The (onsultant shall provide the (onsultancy #ervices at such times and at such
locations as the Department and the (onsultant shall agree from time to time or failing
agreement as the Department shall reasonably specify.>
). PROVISION OF CONSULTANCY SERVICES
).$ The (onsultant is appointed to undertae the (onsultancy #ervices. This (ontract shall
not prevent the (onsultant from undertaing other consultancy or proDect management
services provided that the undertaing of such services does not cause a breach of any
provision of this (ontract.
).' The (onsultant shall promptly and efficiently perform the (onsultancy #ervices as and
when required with all due care and sill as may be e!pected of a person or an
organisation with the e!perience of the (onsultant and in accordance with this (ontract
and in particular but not limited to the provisions set out in .
).) The (onsultant shall comply with the accounting and information provisions of #chedule
'.
).+ The (onsultant shall eep detailed and accurate records of all activities undertaen in
relation to the provision of the (onsultancy #ervices and shall provide the Department
with reports at such intervals and in such form as the (ontract 0anager may from time to
time require.
)., The (onsultant acnowledges the importance attached by the Department to equal
opportunities. The (onsultant shall ensure that in fulfilling its obligations under this
(ontract it and its officers, employees and agents will act fairly, avoid discrimination and
promote equal opportunities.
)./ The (onsultant warrants that in performing its duties under this (ontract it will not, and
its officers and&or employees will not, infringe the rights of, nor breach any of its or their
obligations to any third party.
+
+. CHARCES AN5 TERMS OF PAYMENT
"n consideration of and subDect to the satisfactory performance by the (onsultant of the
(onsultancy #ervices, the Department shall pay the (onsultant the (harges in
accordance with the payment provisions of #chedule ' provided that the Department has
received full and accurate information and documentation as required by #chedule ' to
be submitted by the (onsultant for wor completed to the satisfaction of the Department.
,. CHANCES TO THE 5EPARTMENTAS REEUIREMENTS
,.$ The Department shall notify the (onsultant of any material change to the Department-s
requirements under this (ontract.
,.' The (onsultant shall use all reasonable endeavours to accommodate any changes to
the needs and requirements of the Department provided that it shall be entitled to
payment for any additional costs incurred as a result of any such changes. The amount
of such additional costs to be agreed between the parties in writing.
,.) "f the parties are unable to agree such additional costs, =the provisions of (lause '/ shall
apply> ***or% alternativel!*** =the (onsultant shall not be obliged to implement the change
but the Department can terminate this (ontract by giving at least =***generall! 6+ da!s"
ma! be shorter or longer depending on length of contract***> notice in writing to the
(onsultant.>
***-n deciding which version of the above clause to use !ou will need to balance the importance
of retaining the chosen Consultant against terminating the contract and perhaps engaging
another Consultant***
/. CONTRACT MANACEMENT
/.$ The (onsultant shall and shall ensure that its officers, employees and agents shall
comply with any reasonable guidance or guidelines issued by the (ontract 0anager from
time to time in connection with the (onsultancy #ervices.
/.' The (onsultant shall address any enquiries about procedural, contractual or other
matters in connection with the provision of the (onsultancy #ervices in writing to the
(ontract 0anager. 6ny correspondence relating to this (ontract shall quote the
reference number set out in .ecital D to this (ontract.
/.) The Department reserves the right to call contract meetings. These shall be attended by
the (onsultant ***representative2s3 to be specified***, the (ontract 0anager and any
other person the Department wishes to attend.
1. PREMISES AN5 EEUIPMENT
1.$ Jnless otherwise agreed, any land or premises made available to the (onsultant by the
Department in connection with the provision of the (onsultancy #ervices shall be made
available to the (onsultant free of charge and without e!clusive possession and shall be
used by the (onsultant solely for the purpose of providing the (onsultancy #ervices.
The (onsultant shall have the use of such land or premises as licensee and shall
immediately vacate the same on the e!piry or other termination of this (ontract.
1.' The (onsultant shall ensure that in providing the (onsultancy #ervices it will and its
officers, employees, agents and sub8contractors will co8operate as far as may be
reasonably necessary with the Department-s employees. The (onsultant shall further
ensure that it and its sub8contractors carry out their duties in such a way as to cause no
unreasonable or unnecessary disruption to the routine and procedures of the
,
Department, its employees, visitors or other consultants.
1.) The (onsultant shall ensure that it and its officers, employees, agents and sub8
contractors will comply with all rules and regulations from time to time issued by the
Department relating to the use and&or security of the Department-s premises.
1.+ For the purposes of this (ontract, the following areas and facilities at the Department-s
premises will be provided free for use by the (onsultant and its officers, employees,
agents and sub8contractorsE8
1.+.$ toiletsC
1.+.' cooing facilitiesC
1.+.) heatingC
1.+.+ lightingC
1.+., first aidC and
1.+./ reasonable telephone use (use to be restricted to internal calls or to the
(onsultant-s premises or to the emergency services K private or non8
(onsultancy #ervices wor related calls are not permitted).
1., The Department shall be under no obligation to provide any premises or equipment to
the (onsultant other than those e!pressly referred to in this (ontract.
1./ The (onsultant shall provide its own equipment where necessary for the delivery of the
(onsultancy #ervices but for reasons of security and interoperability, only "T equipment
owned by the Department may be used to access the Department-s networ.
1.1 %here the Department in its sole discretion deems it necessary to provide the
(onsultant with laptop computers for the purposes of this (ontract, any such computers
shall at all times remain the property of the Department.
1.3 The (onsultant shall ensure the security of the laptop computer whilst in its possession,
during the supply of the #ervices, in accordance with the DepartmentLs reasonable
security requirements as required from time to time.
1.4 The (onsultant shall be responsible for ensuring that its officers, employees, agents and
sub8contractors mae proper use and tae reasonable care of the Department-s facilities
and equipment provided pursuant to this (lause 1.
3. INTELLECTUAL PROPERTY RICHTS
3.$ "t is acnowledged and agreed between the parties that all e!isting or future
Department-s "ntellectual *roperty .ights shall vest in the (rown absolutely.
3.' 6ny "ntellectual *roperty .ights of the (onsultant which are in e!istence at the date of
this (ontract and which are comprised in or necessary for or arising from the
performance of the (onsultancy #ervices owned by the (onsultant (B.a!Dgro%n&
Intelle!t%al Propert$B) shall remain in the ownership of the (onsultant but in
consideration of the fees payable pursuant to this (ontract, the (onsultant hereby grants
to the Department in respect of such Aacground "ntellectual *roperty an irrevocable,
non8e!clusive, royalty8free, perpetual licence with rights to grant sub8licences.
3.) The (onsultant agrees that at the request and cost of the Department it will and procure
/
that its officers, employees and agents will at all times do all such reasonable acts and
e!ecute all such documents as may be reasonably necessary or desirable to ensure that
the Department receives the full benefit of all of its rights under this (ontract in respect
of the Department-s "ntellectual *roperty .ights or to assist in the resolution of any
question concerning the "ntellectual *roperty .ights.
3.+ The (onsultant hereby waives any 0oral .ights as defined at (hapter "7 of the
(opyright, Designs and *atents 6ct $433.
3., The (onsultant warrantsE
3.,.$ that the Department-s "ntellectual *roperty .ights comprise the original wor of
and were created by or on behalf of the (onsultantC
3.,.' that the Department-s "ntellectual *roperty .ights have not and will not be
copied wholly or in part from any other wor or materialC
3.,.) that the use of or e!ercise by the Department of the Department-s "ntellectual
*roperty .ights and the Aacground "ntellectual *roperty will not infringe the
rights of any third partyC
3.,.+ that the (onsultant has not granted or assigned any rights of any nature in the
Department-s "ntellectual *roperty .ights to any third party.
3./ The (onsultant shall ensure that any copyright materials produced by or on behalf of the
(onsultant shall be mared with the following copyright notice B M (rown (opyright
***!ear of publication***B.
4. WARRANTY AN5 IN5EMNITY
4.$ The (onsultant warrants and represents to the Department that the obligations of the
(onsultant under this (ontract will be performed by appropriately qualified and trained
personnel to the standard or care and sill as set out in (lause ).'. The Department will
be relying upon the (onsultant-s sill, e!pertise and e!perience in the performance of the
(onsultancy #ervices and also upon the accuracy of all representations or statements
made and the advice given by the (onsultant in connection with the performance of the
(onsultancy #ervices and the accuracy of any documents conceived, originated, made
or developed by the (onsultant as part of this (ontract. The (onsultant warrants and
represents that any goods supplied by the (onsultant forming a part of the (onsultancy
#ervices will be of satisfactory quality and fit for their purpose and will be free from
defects in design, material and wormanship.
4.' %ithout preDudice to any other remedy, if any part of the (onsultancy #ervices are not
performed in accordance with this (ontract then the Department shall be entitled where
appropriate toE8
4.'.$ require the (onsultant promptly to re8perform or replace the relevant part of the
(onsultancy #ervices without additional charge to the DepartmentC or
4.'.' assess the cost of remedying the failure (the BAssesse& CostG) and to deduct
from any sums due to the (onsultant the 6ssessed (ost for the period that such
failure continuesC or
4.'.) engage another person or organisation to carry out the (onsultancy #ervices, in
whole or in part, and all additional e!penditure properly incurred by the
Department in having such services carried out shall be recoverable by the
Department from the (onsultant.
1
4.) The (onsultant shall be liable for and shall indemnify the Department in full against any
e!pense, liability, loss, claim or proceedings arising under statute or at common law
arising out of any breach by the (onsultant or its officers, employees or agents of its
obligations under this (ontract or its negligence or otherwise resulting from any action or
lac of action on the part of the (onsultant e!cept to the e!tent that such e!pense,
liability, loss, claim or proceedings result from the default, act or omission of the
Department.
4.+ 6ll property of the (onsultant or its officers, employees or agents whilst on the
Department-s premises shall be there at the ris of the (onsultant and the Department
shall accept no liability for any loss or damage howsoever occurring to it.
4., The (onsultant shall ensure that it has adequate insurance cover with an insurer of good
repute to cover claims under this (ontract or any other claims or demands which may be
brought or made against it by any person suffering any inDury damage or loss in
connection with this (ontract. The (onsultant shall upon request produce to the
Department, policy or policies of insurance, together with the receipt for the payment of
the last premium in respect of each policy or produce documentary evidence that the
policy or policies are properly maintained.
$5. TERMINATION
$5.$ This (ontract may be terminated by either party giving to the other party at least
***generall! 6+ da!s" ma! be shorter or longer depending on length of contract*** notice
in writing.
$5.' 2ither party may terminate this (ontract by notice in writing if the other party serves a
notice on the other party that the other is in material breach of its obligations under this
(ontract and where such breach is capable of remedy requiring the breach to be
remedied within ***period to be specified*** days of the notice. "f the breach has not
been remedied within ***period to be specified*** days, the party not in breach may
terminate this (ontract with immediate effect by notice in writing.
$5.) "n the event of a material breach of this (ontract which is not capable of remedy by
either party, the other party may terminate this (ontract with immediate effect by notice in
writing.
$5.+ 6 breach shall be deemed to be capable of remedy when it is capable of performance in
all respects other than time for performance (save where time is of the essence).
$5., This (ontract may be terminated by the Department with immediate effect by notice in
writing if at any timeE
$5.,.$ the (onsultant passes a resolution that it be wound8up or that an application be
made for an administration order or the (onsultant applies to enter into a
voluntary arrangement with its creditorsC or
$5.,.' a receiver, liquidator, administrator, supervisor or administrative receiver be
appointed in respect of the (onsultant-s property, assets or any part thereofC or
$5.,.) the court orders that the (onsultant be wound8up or a receiver of all or any part
of the (onsultant-s assets be appointedC or
$5.,.+ the (onsultant is unable to pay its debts in accordance with #ection $') of the
"nsolvency 6ct $43/C or
$5.,., the (onsultant is convicted (or being a company, any officers or representatives
3
of the (onsultant are convicted) of a criminal offence related to the business or
professional conductC or
$5.,./ the (onsultant commits (or being a company, any officers or representatives of
the (onsultant commit) an act of grave misconduct in the course of the
businessC or
$5.,.1 the (onsultant fails (or being a company, any officers or representatives of the
(onsultant fail) to fulfil its obligations relating to the payment of #ocial #ecurity
contributionsC or
$5.,.3 the (onsultant fails (or being a company, any officers or representatives of the
(onsultant fail) to fulfil its obligations relating to payment of ta!esC or
$5.,.4 the (onsultant fails (or being a company, any officers or representatives of the
(onsultant fail) to disclose any serious misrepresentation in supplying
information required by the Department in or pursuant to this (ontract.
$5./ :othing in this (lause $5 shall affect the coming into, or continuance in force of any
provision of this (ontract which is e!pressly or by implication intended to come into force
or continue in force upon termination of this (ontract.
$5.1 The provisions of (lauses 3.', 4, $+.', $3 and '$ shall survive the termination or e!piry
of any part of this (ontract.
$$. AMEN5MENT AN5 VARIATION
:o amendment or variation to this (ontract shall be effective unless it is in writing and
signed by or on behalf of each of the parties hereto. The (onsultant shall comply with
any formal procedures for amending or varying contracts which the Department may
have in place and notify to the (onsultant from time to time.
$'. EFFECT OF EFPIRY OR TERMINATION
$'.$ @n e!piry or termination of this (ontract however arising, the (onsultant shall deliver to
the Department (or as the Department directs) any documents and data (whether hard
copy or electronic) incorporating the Department-s "ntellectual *roperty .ights or
necessary for the Department to receive the full benefit of the licence or the Aacground
"ntellectual *roperty pursuant to (lause 3.' and any property belonging to the
Department which may be in the (onsultant-s possession under its control.
$'.' @n e!piry or termination of this (ontract however arising, the (onsultant shall and shall
procure that its officers, employees and agents shall, at no cost to the Department,
promptly provide such assistance and comply with such timetable as the Department
may reasonably require for the purpose of ensuring an orderly transfer of responsibility
for provision of the (onsultancy #ervices (or their equivalent). The Department shall be
entitled to require the provision of such assistance both prior to and, for a reasonable
period of time after the e!piry or other termination of this (ontract.
$'.) The assistance required by the Department under the provisions of (lause $'.' may
include (without limitation) the delivery of documents and data in the possession or
control of the (onsultant which relate to this (ontract, including the documents and data,
if any, referred to in the #chedules.
$'.+ The (onsultant shall and shall procure that its officers, employees and agents shall do
such other reasonable acts or things as may be necessary or desirable to enable the
Department to accomplish an orderly and prompt transfer of responsibility for the
4
provision of the (onsultancy #ervices (or their equivalent).
$'., The (onsultant undertaes that it shall not nowingly do or omit to do anything which
may adversely affect the ability of the Department to ensure an orderly transfer of
responsibility for the provision of the (onsultancy #ervices (or their equivalent) and
undertaes to procure that its officers, employees and agents shall not nowingly do or
omit to do anything which may adversely affect the ability of the Department to ensure an
orderly transfer of responsibility for the provision of the (onsultancy #ervices (or their
equivalent).
$'./ The (onsultant shall not at any time after the e!piry or other termination of this (ontract
represent itself as being a consultant of the Department or as being in any way
connected with the Department.
$). ACCESS AN5 INFORMATION
The (onsultant shall provide access at all reasonable times to the Department-s internal
auditors or the :ational 6udit @ffice, and their employees, agents or representatives as
they may reasonably request to inspect to such documents as the Department considers
necessary in connection with this (ontract. #uch persons shall be entitled to tae copies
of or e!tracts from such accounts.
$+. CONFLICT OF INTEREST
$+.$ The (onsultant acnowledges and agrees that (e!cept as provided below) it will not act
for any person or organisation that is or is reasonably liely to become a contractor of the
Department in relation to the proDect for which the (onsultancy #ervices are provided, in
any capacity. For the avoidance of doubt, this (lause $+ shall not prevent the
(onsultant from providing services to an e!isting client of the (onsultant to whom the
(onsultant is currently providing services provided that, where the (onsultant is
providing such services to such a person who is an e!isting clientE
$+.$.$ it shall not act for any such client in respect of any transactions between the
Department and such client or its 6ssociated (ompaniesC andC
$+.$.' the (onsultant will ensure that any personnel acting for any such client that are
not already acting for the Department do not have access to information held by
the (onsultant relating to the Department.
$+.' This (lause shall survive the termination of the (onsultant-s appointment howsoever
arising for a period of one year and shall continue in full force and effect.
$,. STATUS OF CONSULTANT
$,.$ "n carrying out its obligations under this (ontract the (onsultant agrees that it will be
acting as principal and not as the agent of the Department.
$,.' The (onsultant warrants that it is a limited company duly registered in accordance with
the law of 2ngland and %ales and that it shall provide services to the Department under
the terms of this (ontract as an independent contractor. The (onsultant further warrants
that it is the employer of any individuals who carry out the (onsultancy #ervices on its
behalf and that nothing in this (ontract shall be construed or have the effect of giving
rise to a relationship of employer and employee between the Department or the (rown
on the one hand and the (onsultant or any of its officers or employees on the other,
whether for the duration of the (ontract, for the duration of each period for which the
(onsultant or an officer or employee of the (onsultant is providing services to the
Department pursuant to this (ontract or otherwise.
$5
***(he following clause is used for framework agreements # call,off contracts onl! 2Clause 2
refers3. $elete if not relevant***
$,.) =:othing in this (ontract shall place the Department under any obligation to offer any
wor to the (onsultant or any of its officers or employees, nor shall anything in this
(ontract place any obligation on the (onsultant to accept any wor offered to him by the
Department. The parties further agree that no such obligation should be inferred should
in fact the Department offer, and the (onsultant accept, wor on a regular basis following
the date of this (ontract.>
$/. TAF IN5EMNITY
$/.$ The (onsultant warrants and represents to the Department that it is an independent
contractor and, as such, bears sole responsibility for the payment of ta! and national
insurance contributions which may be found due from it in relation to any payments or
arrangements made under this (ontract or in relation to any payments made by the
(onsultant to its officers or employees in connection with this (ontract.
$/.' The (onsultant will account to the appropriate authorities for any income ta!, national
insurance, 76T and all other ta!es, liabilities, charges and duties relating to any
payments made to the (onsultant under this (ontract or in relation to any payments
made by the (onsultant to its officers or employees in connection with this (ontract.
$/.) The (onsultant shall indemnify Department against any liability, assessment or claim
made by the ?0 .evenue and (ustoms or any other relevant authority arising out of the
performance by the parties of their obligations under this (ontract (other than in respect
of employer-s secondary national insurance contributions) and any costs, e!penses,
penalty fine or interest incurred or payable by Department in connection with any such
assessment or claim.
$/.+ The (onsultant authorises the Department to provide the ?0 .evenue and (ustoms and
all other departments or agencies of the 9overnment with any information which they
may request as to fees and&or e!penses paid or due to be paid under this (ontract
whether or not Department is obliged as a matter of law to comply with such request.
$1. CONFI5ENTIALITY
$1.$ The (onsultant acnowledges that any (onfidential "nformation obtained from or
relating to the Department, its servants or agents is the property of the Department.
$1.' 2ach party hereby warrants thatE
$1.'.$ any person employed or engaged by it (in connection with this (ontract in the
course of such employment or engagement) shall treat all (onfidential
"nformation belonging to the other party as confidential, safeguard it
accordingly and only use such (onfidential "nformation for the purposes of this
(ontractC and
$1.'.' any person employed or engaged by it (in connection with this (ontract in the
course of such employment or engagement) shall not disclose any (onfidential
"nformation to any third party without prior written consent of the other party,
e!cept where disclosure is otherwise e!pressly permitted by the provisions of
this (ontract.
$1.) The (onsultant shall tae all necessary precautions to ensure that all (onfidential
"nformation obtained from the Department is treated as confidential and not disclosed
$$
(without prior approval) or used other than for the purposes of this (ontract by any of its
employees, servants, agents or sub8contractors.
$1.+ %ithout preDudice to the generality of the foregoing neither the (onsultant or any person engaged
by it whether as a servant or consultant or otherwise, shall use the (onfidential "nformation for
the solicitation of business from the Department whether directly or by its servants or consultants
or any third party.
***-nclude one of these clauses.***
$1., The (onsultant shall ensure that their employees, servants or such professional advisors
or consultants sign a confidentiality undertaing before commencing wor in connection
with the (ontract. ***78*** The (onsultant shall ensure that their employees, servants or
such professional advisors or consultants are aware of the (onsultantLs obligations under
this (ontract.
$1./ The provisions of clauses $1.$ to $1., inclusive shall not apply to any information received by
one party from the otherE
$1./.$ which is or becomes public nowledge (other than by breach of this (lause $1./)C
$1./.' which was in the possession of the receiving party, without restriction as to its
disclosure, before the date of receipt from the disclosing partyC
$1./.) which is received from a third party who lawfully acquired it and who is under no
obligation restricting its disclosureC
$1./.+ which is independently developed without access to the (onfidential "nformationC
$1./., which must be disclosed pursuant to a statutory, legal or parliamentary obligation
placed upon the party maing the disclosure, including any requirements for
disclosure under the Freedom of "nformation 6ct or the 2nvironmental
"nformation .egulations.
$1.1 :othing in this (lause $1 shall be deemed or construed to prevent the Department from
disclosing any (onfidential "nformation obtained from the (onsultantE
$1.1.$ to any other 9overnment Department, :on8Departmental or quasi 9overnment
body or agency, central or local, provided that the Department has required that
such information is treated as confidential by the receiving departments,
agencies or bodies and their servants or agents, including requiring servants or
agents to enter into a confidentiality undertaing where appropriateC and
$1.1.' to any consultant, contractor or other person engaged by the Department directly
in connection with this (ontract, providing that any (onfidential "nformation
disclosed shall not contain any direct or indirect references to any commercially
sensitive information relating to the (onsultant unless needed for the
performance of their duties, the Department shall have obtained from the
consultant, contractor or other person a signed confidentiality undertaing on
substantially the same terms as are contained in this (lause $1 and the
Department shall notify the (onsultant of the identity of such consultant,
contractor or other person as soon as practicable.
$1.3 :othing in this (lause $1 shall prevent either party from using any techniques, ideas or now8how
gained during the performance of this (ontract in the course of its normal business, to the e!tent
that it does not result in a disclosure of (onfidential "nformation or an infringement by either party
of any "ntellectual *roperty .ights.
$'
$1.4 :othing in this (lause $1 shall prevent the Department from e!ercising licenses granted to it
under this (ontract or enDoying "ntellectual *roperty .ights vesting in or transferring to it under
this (ontract.
$1.$5 The (onsultant undertaes to mae no reference in any advertising or other promotional material
to this (ontract without the prior written consent of the Department.
$1.$$ 6ny findings and&or contents of reports produced under this (ontract shall not
be disclosed without the permission of the Department which shall not be unreasonably withheld.
$1.$' "n the event that the (onsultant fails to comply with this (lause $1, the Department reserves the
right to terminate the (ontract by notice in writing with immediate effect.
$1.$) The provisions under this (lause $1 are without preDudice to the application of the
@fficial #ecrets 6ct $4$$ to $434 to any (onfidential "nformation.
$1.$+ "n order to ensure that no unauthorised person gains access to any (onfidential
"nformation or any data obtained in the supply of the #ervices, the (onsultant undertaes
to maintain adequate security arrangements that meet the requirements of professional
standards and best practice.
$1.$, The (onsultant will immediately notify the Department of any breach of security in relation
to (onfidential "nformation and all data obtained in the supply of the #ervices and will
eep a record of such breaches. The (onsultant will use its best endeavours to recover
such (onfidential "nformation or data however it may be recorded. This obligation is in
addition to the (onsultantLs obligations under clauses $1.$, $1.' and $1.). The
(onsultant will co8operate with the Department in any investigation that the Department
considers necessary to undertae as a result of any breach of security in relation to
(onfidential "nformation or data.
$1.$/ The (onsultant shall, at its own e!pense, alter any security systems at any time during the
(ontract *eriod at the DepartmentLs request if the Department reasonably believes the
(onsultant has failed to comply with clause $1.$+.
$1.$1 The parties acnowledge that, e!cept for any information which is declared by the
Department to fall within one or more of the e!ceptions in (lause $1.$3, the content of
this (ontract is not (onfidential "nformation. :otwithstanding any other term of this
(ontract, the (ontractor hereby gives his consent for the Department to publish the
(ontract in its entirety, including from time to time agreed changes to the (ontract, to the
general public.
$1.$3 The Department may, at its sole discretion, redact information from the (ontract prior to
publishing for one or more of the following reasonsE
(a) national securityC
(b) personal dataC
(c) information protected by intellectual property lawC
(d) information which is not in the public interest to disclose
(e) third party confidential informationC
(f) "T securityC or
(g) prevention of fraud.
$1.$3 The Department may consult with the (ontractor to inform its decision regarding any
redactions but the Department shall have the final decision in its absolute discretion.
$1.$4 The (ontractor shall assist and cooperate with the Department to enable the Department
$)
to publish this (ontract.
$3. 5ATA PROTECTION
$3.$ %ith respect to the parties- rights and obligations under this 6greement, the parties agree
that the Department is the Data (ontroller and that the (onsultant is the Data *rocessor.
$3.' The (onsultant shallE
$3.'.$ *rocess the *ersonal Data only in accordance with instructions from the
Department (which may be specific instructions or instructions of a general nature
as set out in this 6greement or as otherwise notified by the Department to the
(onsultant during the Term)C
$3.'.' *rocess the *ersonal Data only to the e!tent, and in such manner, as is necessary
for the provision of the #ervices or as is required by ;aw or any .egulatory AodyC
$3.'.) "mplement appropriate technical and organisational measures to protect the
*ersonal Data against unauthorised or unlawful processing and against accidental
loss, destruction, damage, alteration or disclosure. These measures shall be
appropriate to the harm which might result from any unauthorised or unlawful
*rocessing, accidental loss, destruction or damage to the *ersonal Data and
having regard to the nature of the *ersonal Data which is to be protectedC
$3.'.+ Tae reasonable steps to ensure the reliability of any (onsultant *ersonnel who
have access to the *ersonal DataC
$3.'., @btain prior written consent from the Department in order to transfer the *ersonal
Data to any #ub8contractors or 6ffiliates for the provision of the #ervicesC
$3.'./ 2nsure that all (onsultant *ersonnel required to access the *ersonal Data are
informed of the confidential nature of the *ersonal Data and comply with the
obligations set out in this clause$3C
$3.'.1 2nsure that none of (onsultant *ersonnel publish, disclose or divulge any of the
*ersonal Data to any third party unless directed in writing to do so by the
DepartmentC
$3.'.3 :otify the Department (within =five> %oring Days) if it receivesE
a request from a Data #ubDect to have access to that person-s *ersonal DataC or
a complaint or request relating to the Department-s obligations under the Data
*rotection ;egislationC
$3.'.4 *rovide the Department with full cooperation and assistance in relation to any
complaint or request made, including byE
8 providing the Department with full details of the complaint or requestC
8 complying with a data access request within the relevant timescales set out in the
Data *rotection ;egislation and in accordance with the Department-s instructionsC
8 providing the Department with any *ersonal Data it holds in relation to a Data
#ubDect (within the timescales required by the Department)C and
8 providing the Department with any information requested by the DepartmentC
$3.'.$5 *ermit the Department or the DepartmentLs .epresentative (subDect to reasonable
$+
and appropriate confidentiality undertaings), to inspect and audit the (onsultant-s
data *rocessing activities (and&or those of its agents, subsidiaries and #ub8
contractors) and comply with all reasonable requests or directions by the
Department to enable the Department to verify and&or procure that the (onsultant
is in full compliance with its obligations under this 6greementC
$3.'.$$ *rovide a written description of the technical and organisational methods
employed by the (onsultant for processing *ersonal Data (within the timescales
required by the Department)C and
$3.'.$' :ot *rocess *ersonal Data outside the 2uropean 2conomic 6rea without the prior
written consent of the Department and, where the Department consents to a
transfer, to comply withE
the obligations of a Data (ontroller under the 2ighth Data *rotection *rinciple set
out in #chedule $ of the Data *rotection 6ct $443 by providing an adequate level
of protection to any *ersonal Data that is transferredC and
any reasonable instructions notified to it by the Department.
$3.) The (onsultant shall comply at all times with the Data *rotection ;egislation and shall not
perform its obligations under this 6greement in such a way as to cause the Department to
breach any of its applicable obligations under the Data *rotection ;egislation.
$4. FREE5OM OF INFORMATION
$4.$ The (onsultant acnowledges that the Department is subDect to the requirements of the
F@"6 and the 2nvironmental "nformation .egulations and shall assist and cooperate with
the Department to enable the Department to comply with its "nformation disclosure
obligations.
$4.' The (onsultant shall and shall procure that its #ub8contractors shallE
$4.'.$ transfer to the Department all .equests for "nformation that it receives as soon as
practicable and in any event within two %oring Days of receiving a .equest for
"nformationC
$4.'.' provide the Department with a copy of all "nformation in its possession, or power in
the form that the Department requires within five %oring Days (or such other
period as the Department may specify) of the Department-s requestC and
$4.'.) provide all necessary assistance as reasonably requested by the Department to
enable the Department to respond to the .equest for "nformation within the time
for compliance set out in section $5 of the F@"6 or regulation , of the
2nvironmental "nformation .egulations.
$4.) The Department shall be responsible for determining in its absolute discretion and
notwithstanding any other provision in this 6greement or any other agreement whether
any "nformation is e!empt from disclosure in accordance with the provisions of the F@"6 or
the 2nvironmental "nformation .egulations.
$4.+ "n no event shall the (onsultant respond directly to a .equest for "nformation unless
e!pressly authorised to do so by the Department.
$,
$4., The (onsultant acnowledges that (notwithstanding the provisions of (lause $4) the
Department may, acting in accordance with the 0inistry of <usticeLs (ode of *ractice on
the Discharge of the Functions of *ublic 6uthorities under *art $ of the Freedom of
"nformation 6ct '555 (=the Co&e>), be obliged under the F@"6, or the 2nvironmental
"nformation .egulations to disclose information concerning the (onsultant or the *roDectE
$4.,.$ in certain circumstances without consulting the (onsultantC or
$4.,.' following consultation with the (onsultant and having taen their views into
accountC
provided always that where $4.,.$ applies the Department shall, in accordance with any
recommendations of the (ode, tae reasonable steps, where appropriate, to give the
(onsultant advanced notice, or failing that, to draw the disclosure to the (onsultantLs
attention after any such disclosure.
$4./ The (onsultant shall ensure that all "nformation is retained for disclosure and shall permit
the Department to inspect such records as requested from time to time.
'5. ASSICNMENT AN5 SU.+CONTRACTINC
'5.$ :either the benefit nor the burden of this (ontract may be assigned or sub8contracted in
whole or in part by the (onsultant without the prior written consent of the Department.
#uch consent may be given subDect to any conditions which the Department considers
necessary. The Department may withdraw its consent to any sub8contractor where it no
longer has reasonable grounds to approve of the sub8contractor or the sub8contracting
arrangement and where these grounds have been presented in writing to the (onsultant.
'5.' %here the (onsultant enters into a sub8contract with a supplier or contractor for the
purpose of performing its obligations under the (ontract, it shall ensure that a provision
is included in such a sub8contract which requires payment to be made of all sums due by
the (onsultant to the sub8contractor within a specified period not e!ceeding )5 days
from the receipt of a valid invoice.
'5.) The (onsultant shall tae all reasonable steps to satisfy itself that the sub8contractors (or
their employees) are suitable in all respects to perform the services required by the
(onsultant.
'5.+ The (onsultant shall immediately notify the Department if it has any concerns regarding
the propriety of any of the sub8contractors in respect of services rendered in connection
with this (ontract.
'5., The (onsultant or, where applicable its lawful assignees, shall at all times remain
responsible for the proper performance of its obligations and for all the acts and
omissions of its sub8contractors in connection with this (ontract.
'$. CORRUPT CIFTS AN5 PAYMENT OF COMMISSION
The (onsultant shall not, and shall ensure that its officers, employees, agents and sub8
contractors shall not, pay any commission, fees or grant any rebates to any employee,
officer or agent of the Department nor favour any employee, officer or agent of the
Department with gifts or entertainment of significant cost or value nor enter into any
business arrangement with employees, officers or agents of the Department other than
as a representative of the Department, without the Department-s written approval. The
Department shall have the right to audit any and all such records necessary to confirm
$/
compliance with this (lause '$ at any time during performance of this (ontract and
during the three year period following completion of performance. Areach of this (lause
'$ shall entitle the Department to terminate this (ontract and any other contracts
between the (onsultant and the Department forthwith.
''. WAIVER
:o delay by or omission by either party in e!ercising any right, power, privilege or remedy
under this (ontract shall operate to impair such right, power, privilege or remedy or be
construed as a waiver thereof. 6ny single or partial e!ercise of any such right, power,
privilege or remedy shall not preclude any other or further e!ercise thereof or the
e!ercise of any other right, power, privilege or remedy.
'). SEVERA.ILITY
"f any provision or part of a provision of this (ontract shall be or shall become
unenforceable, void or invalid (as the case may be) such provision or part thereof shall
not affect and shall be deemed to be severed from the remainder of this (ontract to the
intent that the remainder of the affected provision and this (ontract shall be or shall
continue to be fully enforceable and valid.
'+. 5ISCRIMINATION
'+.$ The (onsultant shall not unlawfully discriminate within the meaning and scope of any law,
enactment, order, or regulation relating to discrimination (whether in race, gender, religion,
disability, se!ual orientation or otherwise) in employment.
'+.' The (onsultant shall tae all reasonable steps to secure the observance of (lause '+.$
by all servants, employees or agents of the (onsultant and all suppliers and sub8
contractors employed in the e!ecution of the (ontract.
',. THE CONTRACT :RICHTS OF THIR5 PARTIES; ACT 9GGG
6 person who is not a party to this (ontract shall have no rights under the (ontracts
(.ights of Third *arties) 6ct $444 to enforce any term of this (ontract. This clause does
not affect any right or remedy of any person which e!ists or is available otherwise then
pursuant to that 6ct.
'/. 5ISPUTE RESOLUTION
'/.$ The parties shall use all reasonable endeavours to negotiate in good faith and settle
amicably any dispute that arises during the continuance of this (ontract.
'/.' 6ny dispute not capable of resolution by the parties in accordance with the terms of
(lause '/.$ shall be settled as far as possible by mediation in accordance with the
(entre for Dispute .esolution ((2D.) model 0ediation *rocedure.
'/.) :o party may commence any court proceedings in relation to any dispute arising out of
this (ontract until they have attempted to settle it by mediation in accordance with the
provisions of (lause '/.'.
'1. NOTICES
6ny notices to be given under this (ontract shall be delivered personally or sent by post
or by facsimile transmission to the (ontract 0anager (in the case of the Department) or
to the address set out in this (ontract (in the case of the (onsultant). 6ny such notice
$1
shall be deemed to be served, if delivered personally, at the time of delivery, if sent by
post, +3 hours after posting or, if sent by facsimile transmission, $' hours after proper
transmission.
'3. RECYCLE5 PAPER
The (ontractor shall ensure that all paper used in the production of reports,
documents and other materials arising out of the performance by the (ontractor of
their duties under this (ontract consists of a minimum of /5N recycled content of
which 1,N is post8consumer waste.
'4. LAW AN5 HURIS5ICTION
This (ontract shall be governed by and interpreted in accordance with 2nglish law and
the parties submit to the Durisdiction of the 2nglish courts.
$3
6s witness the hands of the parties
***Choose the appropriate signature block from those below% then delete the other.***
6uthorised to sign for and on 6uthorised to sign for and on
behalf of the #ecretary of behalf of ***insert full name
#tate for 2ducation of Consultant***
#ignature #ignature
:ame in (6*"T6;# :ame in (6*"T6;#
*osition in @rganisation *osition in @rganisation
6ddress in full 6ddress in full
Date Date
$4
SCHE5ULE 9
THE CONSULTANCY SERVICES" WHAT IS TO .E SUPPLIE5I
Please Note J The ne/t t*o pages are not part o S!he&%le 9' The$ !ontain inor#ation
a)o%t ho* to &rat the s!he&%le' Please &elete )eore inalising the !ontra!t'
$. Oou are the only person who can write #chedule $, as only you now what outputs you
require from the contract.
'. "t is important when writing #chedule $ to consider how you can linD pa$#ents to
&eli(era)les + goo&s re!ei(e&- tasDs peror#e& an& o%tp%ts a!hie(e&' ;ining
payments to outputs is an important means of contract control ensuring that you get what
you are paying for. Oou are strongly advised to write #chedule $ in parallel with #chedule
'.
). #chedule $ is where you tell the (onsultant what you want from him. There is no one right
way to do this and there is no standard format for schedule $, although a suggested
format is given on the following pages. There are a number of issues you need to
consider.
Tips
Tell the (onsultant what he needs to now to enable him to meet his obligations under the
contract.
Do use the term BThe (onsultant shall ....B in front of the tas or output description when you
require the (onsultant to perform a tas or produce an output.
"f you are going to set out within the (ontract its obDectives, precede them with BThe (onsultant
shall use all reasonable endeavours, in carrying out this (ontract, to enable the following to be
achievedE8B. This obliges the (onsultant to wor towards achieving stated contract obDectives.
"f a (onsultant is required to write a document or report, it is good practise to say BThe (onsultant
shall produce and agree the first draft of the document with the =Department & (ontract 0anager>
by =date>.B and to tie a payment to the draft being agreed rather than received. This will give you
more control if the (onsultant produces a poor or late piece of wor. Oou should tie final payment
to the production of the agreed final draft in the same way.
6lways state in #chedule $ when outputs are required (e.g. Fby the $1th of <une the (onsultant
shall collate and chec the data it receives from the Department and ......etcG) and ensure so far
as is practicable that payment is related to the achievement of these requirements.
Do try to set down some ey measures of performance or minimum standards. This is often
difficult with contracts for professional & intellectual type servicesC however if you are going to pay
on delivery you need to be clear what the appropriate level of performance is. For instance if the
(onsultant is producing training materials, these should be free of errorsC suitable for the
audienceC effective with the audience. "f you are e!pecting the materials, reports etc to be
produced or, say, training delivered, by one particular person (and the contract is with a
partnership or company rather than that individual) then as well as listing this person as Pey
'5
*ersonnel (see #chedule $ (lause ' overleaf) it is also useful to name that person alongside the
relevant Tas & @utput in the #chedule of %or.
Transferring sills and nowledge from the (onsultant to Departmental teams can often be
overlooed when producing invitation to tenders and contracts. ?owever, it can add value by
helping us to increase our sills in areas where there is limited internal nowledge whilst reducing
our reliance on e!ternal e!perts in the future. "f sills transfer is appropriate to your contract,
mae sure that you clearly specify what you e!pect the consultant to deliver under the #chedule
of %or section, as you would for any other deliverable. For e!ample, this could involve
producing a set of guidance notes e!plaining how to operate a newly designed system or allowing
a team member to shadow the (onsultant at ey stages of the proDect, agreeing learning
opportunities on a monthly basis with the (ontract 0anager. Oou should consider which options
effectively match your requirements.
(onsider asing someone unconnected with the wor to H6 #chedule $C if it is clear to someone
outside of the proDect what the supplier will be doing, and who is responsible for what, then it is
probably a good schedule. 6lso get someone to thin what could go wrong and then see if the
schedule covers that situationC if not this might mean writing in a stated obligation on the
Department or the (onsultant.
You are strongly advised to align payments to specific outputs or deliverables, related to
the TasD K O%tp%t K 5ate Re,%ire& format in Schedule 1 and the TasD K Cost K Total K In(oi!e
5ate in Schedule 2.
ot only does the output!based methodology simplify the contract management
arrangements but it also helps to avoid potential conflict "ith the #$ %evenue and
Custom&s '%() regulations *not a problem "hen contracting "ith genuine intermediary
companies+ relating to the status of independent contractors. ,articular caution should be
e-ercised "hen daily fee rates are used as this could be interpreted by #$ %evenue and
Customs as evidence of employment rather than self!employment. .n the rare occasions
"here it is not possible to define specific outputs, and a daily rate of reimbursement is
used, an alternative format for Schedule 2 follo"s at the end of this document.
An e/a#ple o goo& pra!ti!e
The #chedule $ on the following pages is Dust one e!ample of good practice. "t sets out clearly
what tass the (onsultant is required to deliver under the (ontract and by when, allowing for
payment to be lined with the performance & delivery of specific tass.
'$
SCHE5ULE 9
SERVICES TO .E 5ELIVERE5
9 .a!Dgro%n&
9'9 ***(his puts the contract in a larger conte&t. -t is an opportunit! for !ou to provide the
Consultant with background information which he needs but ma! not have***
0 Le$ Personnel
The following named individual ***insert name*** shall be considered ey personnel for
the purpose of delivering the #ervices detailed in #chedule $. ***9se one of the following
sentences*** *** insert name*** has a particular specialism in ***insert sub*ect area***. or
*** insert name*** has *** insert detail*** sills and ***insert detail*** e!perience.
***-f this contract with a Compan! has been made on the understanding that a particular
individual will carr! out the work% then retain the above clause and insert appropriate detail***
M Ai#
M'9 The (onsultant shall use all reasonable endeavours to achieve the following aimsE
***aim one***
***aim two*** etc***

***(his is an opportunit! for !ou to state the specific aims of the contract***
1 O)Be!ti(es
1'9 The (onsultant shall use all reasonable endeavours to achieve the following obDectivesE
***ob*ective one***
***ob*ective two*** etc.***
***(his is an opportunit! for !ou to state specific ob*ectives of the contract% which will not appear
as tasks in the Schedule of :ork below***
Tip
6t the time of drafting the contract, in e!ceptional circumstances, it may only be possible to
specify a limited number of high8level obDectives or to be able to specify obDectives only up to a
certain date, for instance the end of the first year. Oou may therefore wish to use all or part of the
following clause.
1'0 Ay ***insert date*** the *arties will agree ***insert number*** additional obDectives. Ay
***insert date*** and ***insert date*** the parties will agree ***insert number*** additional
obDectives for the subsequent twelve8month periods.
2 Metho&olog$
The (onsultant shall perform the tass detailed in the following #chedule of %or.

2'9 SCHE5ULE OF WORL
''
Tip
.emember that (lause $+ of the (ontract (F#tatus of the (onsultantG) maes it clear that the
(onsultant is acting as principal not as an agent of the Department. Tass and @utputs defined
below should not infer that the (onsultant is able to commission wor or commit e!penditure on
behalf of the Department or directly manage the DepartmentLs contracts. 6 consultant may
however manage a proDect to deliver a piece of wor.
TasD O%tp%t 5ate Re,%ire&
Step9' To research and write the
first 3 page 6+ newsletter (,55
words per page appro!.).
To progress chase, collate and edit
material from agreed contributors.
The newsletter shall consist of five
sectionsE *olicy, Training, #ills and
#ector :ews, #ervices and a Diary.
"t shall also contain at least two
photographs, one cartoon and two
case studies.
First 2dition
$3&5+&5Q
Step 0' #ubmission of draft
newsletter for Departmental
approval (on ).,B dis).
Five woring days will be allowed
for editorial clearance.
First 2dition
$3&5+&5Q
Step M' To respond to the
Department-s comments and send
dis to "nformation Aranch.
6mendments made and dis sent to
"nformation Aranch.
First 2dition
'5&5+&5Q
Step 1' To undertae final proof8
reading and checing.
:ewsletter checed and comments
made to "nformation Aranch.
First 2dition
',&5+&5Q
Step 2' To facilitate a half day
worshop to a group of upto $5
people covering the practical steps
of newsletter production.
The worshop should give
participants the confidence to
produce a basic newsletter to an
acceptable standard. The
worshop format should be agreed
with the (ontract 0anager ,
woring days before the event.
?alf a day will be incorporated into
the proDect plan for preparation
purposes.
(ontent agreed
',&5+&5Q
%orshop held on
)5&5+&5!
En& o S!he&%le 9
***;ou should use a similar approach to suit !our own particular re'uirements , the above is
included b! wa! of illustration***
***-f !ou were unable to specif! ob*ectives for the whole of the contract period 2Schedule 1
Clause <.2 refers3% an! additional ob*ectives should be accompanied 1 as a Contract Variation ,
b! an updated Schedule of :ork detailing the new (asks% 7utputs and $ates and an updated
(able for Schedule 2 ***
Tip
To further avoid complications arising from ".), it is important not to use any terms which
are or could be associated with employee status, for e!ampleE8
?ours per wee, %oring wee, *aid holidays, (onditioned hours
***8emember that% although the main terms and conditions of the contract are fi&ed% Schedule 1
')
ma! be considered a living document to which the Contract =anager will need to refer regularl!.
-t should% with the agreement of both parties% be amended and updated as necessar! during the
life of the contract to reflect changing re'uirements% priorities etc 2with conse'uent revisions to
Schedule 2% Charges3***
///0or further contract management advice please refer to the guidance in the ,rocurement
1ebsite on ,rism
***8emember !ou still need to complete a Schedule 2 before !our Contract is complete***
'+
SCHE5ULE 0
CHARCES" STRUCTURINC THE PAYMENTS
Please Note J Then ne/t t*o pages are not part o S!he&%le 0' The$ !ontain inor#ation
a)o%t ho* to &rat the s!he&%le' Please &elete )eore inalising the !ontra!t'
Ho* to &eal *ith the tra(el !ost ele#ent *ithin a Contra!t or Ser(i!es
Travel costs are often a contentious issue and the following aims to provide guidance on how to
deal with the travel element of the cost breadown for the wor or services to be delivered within
a (ontract for #ervices. There are two optionsE
@ption $ 8 The cost for travel is included as implicit within the fi&ed price for the wor or services
@ption ' 8 The cost for travel is included as an e&plicit figure within the (ontract for the (onsultant
or (onsultant to manage over the life of the (ontract
@ption $
-mplicit within the fi&ed price for the work or services to be delivered or performed when the
re'uirement has been sub*ect to a tendering or 'uotation process.
6s part of proper tendering process companies and individual self8employed consultants will
submit details of the cost breadown for the wor or services including travel together with their
proposed approach or methodology for meeting your requirement. ;ie any other element of the
cost breadown submitted with a tender or quotation, travel costs should be challenged for value
for money in relation to the overall requirement.
@ption '
>&plicit figure
%here the travel element cost cannot be included as implicit within the fi!ed price for the wor a
cost limit for travel should be set and included as an e&plicit figure (based on an estimate of the
liely travel associated with delivering or performing the services) within the (ontract and it will be
for the (onsultant or (ontractor to manage this over the life of the (ontract. "f during the (ontract
life the travel element costs were to be a lot higher than originally assessed the (ontract 0anager
could, if warranted, vary the (ontract to include an increased figure for the travel element.
There are restri!tions as to what travelling costs we as a Department can legitimately charge to
the accounts for consultancy servicesC charges should be limited to the followingE
(a) hotel accommodation 8 bed, breafastC actual e!penditure which shall not e!ceed the
Department-s rates of ;ondon RQ, elsewhere RQC
(b) rail travelC actual e!penditure which shall be restricted to standard class
$
C
(c) car mileageC at the Department-s *ublic Transport .ate (B*T.B) of Q pence per mileC
(d) ta!isC actual costs only where their use can be Dustified against other public transport.
#ubsistence (and other out of pocet e!penses
'
not detailed above) should not be paid to
(onsultants engaged under a (ontract for #ervices, to avoid the ris to the Department of
challenge by the ?0 .evenue and (ustoms under ".), for contractors engaged on a
(onsultancy basis (and not contracted to the Department via an intermediary) being deemed as
having employee status.
',
#ubsistence should only be paid to employees of the Department who are deemed to incur e!tra
costs when they are woring away from their normal wor location. For (onsultants, an element
of this should already e!ist within their fee rate structure, *hi!h *o%l& also in!l%&e overheads
such as telephone calls, stationery, postage, secretarial assistance and so on.
The options above reflect current guidance as agreed between (entral *rocurement #ervices,
Finance and "nternal 6udit.
Further information on ".), and associated riss can be found within the 9etting the .ight
*eople F6H-s at httpE&&ntweb$&pdShome&vacancyfill&faq.htm and in the Finance 0atters website at
httpE&&ntweb$&financeSmatters&F05)&planning&A$3$N'5?.N'5consid.htm
The ollo*ing pages !ontain t*o (ersions o S!he&%le 0' The payment regime should as far
as possible be lined to outputs and deliverables rather than time (i.e. days), though this may be
the underlying basis for pricing the wor.
The preerre& option for the payment regime should always be 7ersion $, which details the
charges payable by the Department in relation to the completion of specific tass or outcomes.
Version 0 should be used when the charges payable by the Department are calculated on a daily
basis, for instance when the volume of wor fluctuates.
7ersion ' should be used sparingly and not as an Feasy optionG instead of 7ersion $. The use of a
(onsultant should bring relevant new nowledge and e!perience, and add value, to Departmental
business. They should be used for a specific proDect or piece of wor (which should demonstrate
achievable value for money as a result of their engagement) and the charges payable should be
structured in terms of deliverable outcomes. The desire by a (onsultant for regular payment is not
a reason to agree to a daily payment regime.
$
#ome (onsultants may tae issue with payment being restricted to standard class and may e!pect to use first8class
rail travel at all times. This should be resisted unless it can be seen to be a necessity of the Dourney (e.g. woring on
the train) rather than the presumed BstatusB of the (onsultant, which should not in any way be regarded as equivalent
to that of Departmental employees (including any rules that apply to Departmental employees).
'
Defined as actual e!penditure, caused as a result of doing the wor for the Department, which would not ordinarily
have been spent. ;unch, dinner, drins etc are not Bout of pocetB since they would be purchased whatever
the consultant was doing. Departmental employees are entitled to claim out of pocet e!penses where appropriate.
(onsultants are notC their fee should be all8inclusive.
SCHE5ULE 0
'/
CHARCES
***Version 1***
***(he following provisions appl! where the Charges pa!able b! the $epartment to the
Consultant are calculated in relation to tasks completed. (he pa!ment regime is directl! linked to
the outputs # deliverables detailed in Schedule 1 ***.
***:hen it is impossible to link pa!ments to outputs and when pa!ment will be solel! on a dail!
rate basis% use Version 2***
$. CHARCES
***>&ample (able. (he use of dail! rates in this e&ample 2the cost breakdown column is optional3
demonstrate the resource and effort e&pended to arrive at the (otal% which is the figure which will
be invoiced b! the Consultant. 4lternativel! !ou could show costs for elements of a task. ***
TasD Cost .reaD&o*n Total In(oi!e 5ate
Iss%e 9
Step9' To research
and write 3 page 6+
newsletter (,55 words
per page appro!).
To progress chase,
collate and edit
material from agreed
contributors.
4 days T R'55 p.d.
6rticles T R$555 per
issue
*hotos and Drgs.
R$555 per issue
Travel per issue.
R)455 )$&5+&5Q
Step 0' #ubmission of
draft newsletter for
Departmental
approval (on ).,B
dis).
Step M' To respond to
the Department-s
comments and send
dis to "nformation
Aranch.
Step 1' To undertae
final proofreading and
checing.
Step 2' To deliver a
half day worshop on
newsletter production.
5., days T R$1, p.d.
' days T R'55 p.d.
$ day T R$1, p.d.
$ day T R$1, p.d.
R3)1.,5 )$&5+&5Q
Iss%e 0
.epeat tas steps $ to
+. R+,/'.,
0onthly as agreed in
the timetable
CRAN5 TOTAL NFFFF
ote2
'1
-f !ou were unable to specif! ob*ectives for the whole of the contract period% an! additional
ob*ectives 2as per Schedule 1 clause <.23 should be accompanied% as a Contract Variation% b! an
updated (able in Schedule 2 detailing the new (asks% Costs% (otals and $ates
$.$ =The above prices are inclusive of 76T.>
=6ll fees, costs and e!penses payable to the (onsultant under this (ontract are
e!clusive of 76T which shall in addition be payable by the Department where appropriate
(at the times provided in this (ontract) against delivery of a suitable 76T invoice.>
***(he second version of 1.1 above is generall! used% including when the Consultant is not
actuall! V4(,registered. ?urther advice on V4( can be obtained from the V4( @iaison 7fficer in
?4S$% Arahame 8eid% on e&tn. <<612 ***
$.' Funds allocated to a particular e!penditure heading in the table at (lause $ above (the
BTa)leB) are available for that e!penditure heading only. Funds allocated to a particular
accounting year are available for that accounting year only. The allocation of funds in
the Table may not be altered e!cept with the prior written consent of the Department.
$.) For the sae of clarity it is understood that all travel and hotel charges for (onsultancy
#ervices under this (ontract are included in the (harges detailed in (lause $.
***(he following clauses should be used 2and Clause 1.6 deleted3 when the cost of the travel and
hotel element is not implicit within the overall price for the work or services ***
$.+ The Department shall reimburse the (onsultant such reasonable travelling and hotel
e!penses wholly and reasonably incurred by the (onsultant in connection with the
provision of the (onsultancy #ervices in accordance with the e!penses policy of the
Department from time to time. *ayment of e!penses shall be made only upon the
provision of suitable 76T invoices relating to the provision of such e!penses.
$., #uch reasonable travelling and hotel e!penses (clause $.+ refers) shall be limited as
follows and no other out of pocet e!penses shall be allowable. For the avoidance of
doubt where stated rates apply these shall be based on the Department-s rates at the
time of awarding the (ontract and shall be fi!ed for the duration of the (ontract.
$.,.$ hotel accommodation bed and breafast, the Department to reimburse the
(onsultant actual e!penditure which shall not e!ceed the Department-s rates of
;ondon ***insert current rates*** including 76T, elsewhere ***insert current rates***
including 76TC
$.,.' rail travel, the Department to reimburse the (onsultant actual e!penditure which
shall be restricted to standard classC
$.,.) car mileage, the Department to reimburse the (onsultant at the Department-s
F*ublic Transport .ateG (*T.) of =').3> ***insert current rates*** pence per mileC
$.,.+ ta!is, the Department to reimburse the (onsultant actual costs only where their
use can be Dustified against using public transport.
***8emember to delete Clauses 1.< and 1.5 2and re,number below3 if the cost for travel is
included within the overall price for the work or services***
$./ The (onsultant shall maintain full and accurate accounts in relation to the (onsultancy
#ervices. #uch accounts shall be retained for at least / years after the end of the
financial year in which the last payment was made under this (ontract. "nput and output
76T shall be included as separate items in such accounts.
'3
$.1 The (onsultant shall permit duly authorised staff or agents of the Department or the
:ational 6udit @ffice to e!amine the accounts identified in (lause $., above at any
reasonable time and shall furnish oral or written e!planations of the accounts if required.
The Department reserves the right to have such staff or agents carry out e!aminations
into the economy, efficiency and effectiveness with which the (onsultant has used the
Department-s resources in the performance of this (ontract.
'. INVOICES
'.$ "nvoices shall be prepared by the (onsultant on the invoice dates specified in the Table
in arrears and shall be detailed against the e!penditure headings set out in the Table.
The (onsultant or its nominated representative or accountant shall certify on the invoice
that the amounts claimed were e!pended wholly and necessarily by the (onsultant in
accordance with this (ontract and that the invoice does not include any costs being
claimed from any other body or individual or from the Department within the terms of
another contract.
'.' "nvoices shall be sent, within five days of the invoice dates specified in the Table to
*urchase to *ay, #hared #ervices, )
rd
floor (ompanies ?ouse, (rown %ay, (ardiff,
(F$+ )J%, quoting the (ontract reference number. The Department undertaes to pay
correctly submitted invoices within $5 days of receipt. The Department is obliged to pay
invoices within )5 days of receipt from the day of physical or electronic arrival at the
nominated address of the Department. 6ny correctly submitted invoices that are not paid
within )5 days may be subDect to the provisions of the ;ate *ayment of (ommercial Debt
("nterest) 6ct $443. 6 correct invoice is one that complies with paragraph '.$ of this
#cheduleC is delivered in timing in accordance with the contractC is for the correct sumC in
respect of goods&services supplied or delivered to the required quality (or are e!pected
to be at the required quality)C includes the date, supplier name, contact details and ban
detailsC quotes the relevant purchase order&contract reference and has been delivered to
the nominated address.. "f any problems arise, contact the Department-s (ontract
0anager. The Department aims to reply to complaints within $5 woring days. The
Department shall not be responsible for any delay in payment caused by incomplete or
illegible invoices.
'.) The (onsultant shall have regard to the need for economy in all e!penditure. %here any
e!penditure in an invoice, in the Department-s reasonable opinion, is e!cessive having
due regard to the purpose for which it was incurred, the Department shall only be liable
to reimburse so much (if any) of the e!penditure disallowed as, in the Department-s
reasonable opinion after consultation with the (onsultant, would reasonably have been
required for that purpose.
'.+ @n completion of the (onsultancy #ervices, the (onsultant shall promptly draw8up a final
invoice, which shall cover all outstanding e!penditure incurred for the (onsultancy
#ervices. The final invoice shall be submitted not later than )5 days after the date of
completion of the (onsultancy #ervices. The Department shall not be obliged to pay the
final invoice until the (onsultant has carried out all the elements of the (onsultancy
#ervices specified in #chedule $.
'., "f this (ontract is terminated by the Department for any reason at any time before
completion of the (onsultancy #ervices, the Department shall only be liable to reimburse
eligible payments made by, or due to, the (onsultant before the date of termination.
'./ The (onsultant shall ensure that the final invoice covers all outstanding e!penditure for
which reimbursement may be claimed. *rovided that all previous invoices have been
duly paid, on due payment of the final invoice by the Department all amounts due to be
reimbursed under this (ontract shall be deemed to have been paid and the Department
'4
shall have no further liability to mae reimbursement of any ind.
'.1 %here the (onsultant issues a single invoice for the (onsultancy #ervices, the
Department shall not be obliged to pay the invoice until the (onsultant has carried out all
the elements of the (onsultancy #ervices as specified in #chedule $. "t shall be the
responsibility of the (onsultant to ensure that the invoice covers all outstanding
e!penditure for which reimbursement may be claimed. @n payment of the invoice by the
Department all amounts due to be reimbursed under this (ontract shall be deemed to
have been paid and the Department shall have no further liability to mae reimbursement
of any ind.
En& o S!he&%le 0
)5
SCHE5ULE 0
CHARCES
***Version 2***
***(he following provisions appl! where the Charges pa!able b! the $epartment to the
Consultant are calculated at a dail! rate***
$. 6 7 OOO insert table if appropriate***
$.$ =The Department shall pay the (onsultant at the fi!ed daily rate of =R > with the
number of days payable in any period from = > to = > limited to a ma!imum of = >
days.>
***or% alternativel!***
=The Department shall pay the (onsultant at the fi!ed daily rate of =R > with the
number of days payable in total limited to a ma!imum of = > days.>
$.' =The above prices are inclusive of 76T.>
=6ll fees, costs and e!penses payable to the (onsultant under this (ontract are
e!clusive of 76T which shall in addition be payable by the Department where appropriate
(at the times provided in this (ontract) against delivery of a suitable 76T invoice.>
***(he second version of 1.2 above is most generall! used% including when the Consultant is not
actuall! V4(,registered. ?urther advice on V4( can be obtained from the V4( @iaison 7fficer in
?4S$% Arahame 8eid% on e&tn. <<612***
$.) For the sae of clarity it is understood that overhead costs such as telephone calls,
stationery, postage, secretarial assistance for (onsultancy #ervices under this (ontract
are included in the fee rates detailed in the (lauses above.
***(he following clauses should be used when the cost of the travel element is not e&plicit within
the overall price for the work or services***
$.+ The Department shall reimburse the (onsultant such reasonable travelling and hotel
e!penses wholly and reasonably incurred by the (onsultant in connection with the
provision of the (onsultancy #ervices in accordance with the e!penses policy of the
Department from time to time. *ayment of e!penses shall be made only upon the
provision of suitable 76T invoices relating to the provision of such e!penses.
$., #uch reasonable travelling and hotel e!penses (clause $.+ refers) shall be limited as
follows and no other out of pocet e!penses shall be allowable. For the avoidance of
doubt where stated rates apply these shall be based on the Department-s rates at the
time of awarding the (ontract and shall be fi!ed for the duration of the (ontract.
$.,.$ hotel accommodation bed and breafast, the Department to reimburse the
(onsultant actual e!penditure which shall not e!ceed the Department-s rates of ;ondon
***insert current rates*** including 76T, elsewhere ***insert current rates*** including 76TC
$.,.' rail travel, the Department to reimburse the (onsultant actual e!penditure which
shall be restricted to standard classC
$.,.) car mileage, the Department to reimburse the (onsultant at the Department-s
F*ublic Transport .ateG (*T.) of =').3> ***insert current rates*** pence per mileC
)$
$.,.+ ta!is, the Department to reimburse the (onsultant actual costs only where their
use can be Dustified against using public transport.
***8emember to delete Clauses 1.6 and 1.< 2and re,number below3 if the cost for travel is
included within the overall price for the work or services***
$./ The (onsultant shall maintain full and accurate accounts for the (onsultancy #ervices.
#uch accounts shall be retained for at least / years after the end of the financial year in
which the last payment was made under this (ontract. "nput and output 76T shall be
included as separate items in such accounts.
$.1 The (onsultant shall permit duly authorised staff or agents of the Department or the
:ational 6udit @ffice to e!amine the accounts identified in (lause $., above at any
reasonable time and shall furnish oral or written e!planations of the account if required.
The Department reserves the right to have such staff or agents carry out e!aminations
into the economy, efficiency and effectiveness with which the (onsultant has used the
Department-s resources in the performance of this (ontract.
'. INVOICES
'.$ The (onsultant shall prepare invoices on the last woring day of each calendar month in
arrears. The invoice should specifyE
'.$.$ the number of days wored in that monthC
'.$.' the cumulative total of days wored since the contract commencedC
'.$.) brief details of the outputs and outcomes delivered in that monthC
'.$.+ breadown of costs of any travel ticets and hotel accommodation e!penditure
incurred during that month, reasons for travel and&or visits undertaen with
dates, all e!penditure to be supported by receiptsC and
'.$., the balance of the ma!imum of = > days still outstanding after payment of
the invoice.
*** (his information will help the Contract =anager to regularl! assess whether the work is on
target and the remaining da!s allocated to the contract are sufficient for the outstanding tasks ***
'.' The (onsultant its nominated representative or accountant shall certify on the invoice
that the amounts claimed were e!pended wholly and necessarily by the (onsultant on
the (onsultancy #ervices in accordance with the (ontract and that the invoice does not
include any costs being claimed from any other body or individual or from the
Department within the terms of another contract.
'.) "nvoices shall be sent, within , days of the end of the relevant calendar month to
*urchase to *ay, #hared #ervices, )
rd
floor (ompanies ?ouse, (rown %ay, (ardiff,
(F$+ )J%, quoting the (ontract reference number. The Department undertaes to pay
correctly submitted invoices within $5 days of receipt. The Department is obliged to pay
invoices within )5 days of receipt from the day of physical or electronic arrival at the
nominated address of the Department. 6ny correctly submitted invoices that are not paid
within )5 days may be subDect to the provisions of the ;ate *ayment of (ommercial Debt
("nterest) 6ct $443. 6 correct invoice is one that complies with paragraph '.$ of this
#cheduleC is delivered in timing in accordance with the contractC is for the correct sumC in
respect of goods&services supplied or delivered to the required quality (or are e!pected
to be at the required quality)C includes the date, supplier name, contact details and ban
detailsC quotes the relevant purchase order&contract reference and has been delivered to
)'
the nominated address.. "f any problems arise, contact the Department-s (ontract
0anager. The Department aims to reply to complaints within $5 woring days. The
Department shall not be responsible for any delay in payment caused by incomplete or
illegible invoices.
'.+ "f this (ontract is terminated by the Department for any reason at any time before
completion of the (onsultancy #ervices, the Department shall only be liable to reimburse
eligible payments made by, or due to, the (onsultant before the date of termination.
'., @n completion of the (onsultancy #ervices, the (onsultant shall promptly draw8up a final
invoice, which shall cover all outstanding e!penditure incurred for the (onsultancy
#ervices. The final invoice shall be submitted not later than )5 days after the date of
completion of the (onsultancy #ervices. The Department shall not be obliged to pay the
final invoice until the (onsultant has carried out all the elements of the (onsultancy
#ervices as specified in #chedule $.
'./ "t shall be the responsibility of the (onsultant to ensure that the final invoice covers all
outstanding e!penditure for which reimbursement maybe claimed. *rovided that all
previous invoices have been duly paid, on due payment of the final invoice by the
Department all amounts due to be reimbursed under this (ontract shall be deemed to
have been paid and the Department shall have no further liability to mae reimbursement
of any ind.
En& o S!he&%le 0
))