Appendix 1

PROVISION OF SERVICES TO
GUILDFORD BOROUGH COUNCIL
TERMS AND CONDITIONS
1. DEFINITIONS AND INTERPRETATION
1.1. In these Terms and Conditions the
following words and expressions shall
have the following meanings unless
inconsistent with the Contract:
1.1.1. Contract means the contract
made between the Council and
the Service Provider to provide the
Service as evidenced in the
Contract Documents
1.1.2. "Contract Documents" means
(1) these Terms and Conditions
(2) the Brief
(3) the Service Providers tender
or quotation to provide the
Service
(4) the Letter of Appointment
issued by the Council
1.1.3. Contract Price means the price
to be paid by the Council to the
Service Provider for performing
the Service or any element of the
Service ascertained in accordance
with the Contract Documents
1.1.4. "Contract Term" shall mean the
duration of the Contract as
stipulated in the Contract
Documents
1.1.5. Council means The Council of
the Borough of Guildford whose
address is Millmead House,
Millmead, Guildford, Surrey, GU2
4BB
1.1.6. days shall mean and include
each day of the week and working
day means any day other than a
Saturday, Sunday or public
holiday in England and Wales
1.1.7. Letter of Appointment means the
letter of appointment issued by the
Council to the Service Provider
accepting the Service Providers
bid for the Contract and
authorising the Service Provider to
commence undertaking the
Service subject to such terms,
conditions and stipulations as may

be referred to in the Letter of

Appointment
1.1.8. Service means the tasks to be
undertaken by the Service
Provider as contained or referred
to in the Brief and the Service
Providers Tender or Quotation
1.1.9. Service Provider means the
person contracting with the
Council to provide the Service
also referred to in the Contract
Documents as the Consultant.
1.2. In these Terms and Conditions:
1.2.1. reference to any statute or
statutory provision includes a
reference to:
(a) that statute or statutory
provision as from time to time
amended, extended, reenacted or consolidated; and
(b) all statutory instruments or
orders made pursuant to it
1.2.2. words denoting the singular
number only shall include the
plural and vice versa. Words
denoting any gender include all
genders and words denoting
persons shall include firms and
corporations and vice versa
1.2.3. unless the context otherwise
requires reference to any clause
or sub-clause is to a clause or
sub-clause (as the case may be)
of these Terms and Conditions
1.2.4. the headings in these Terms and
Conditions are inserted for
convenience only and shall not
affect the construction or
interpretation of them.
2. THE CONTRACT
2.1. The Contract shall consist of and be
evidenced by the Contract Documents.
2.2. Any variation of or amendment to the
Contract must be agreed by the Council
and the Service Provider and shall only
be enforceable if evidenced in writing and
signed by or on behalf of both parties

2.3. The Contract Documents together with

any variation or amendment evidenced as
described in sub-clause 2.2 above shall
comprise the Contract which shall
supersede all prior agreements whether
written or oral between the Council and
the Service Provider relating to provision
of the Service (if any).
2.4. No terms and conditions proposed by the
Service Provider shall form part of the
Contract unless evidenced in writing and
signed by or on behalf of the Council and
the Service Provider.
3. DURATION OF THE CONTRACT
3.1. The Contract shall commence from the
date stipulated in the Letter of
Appointment issued by the Council and
shall remain in force (unless terminated
earlier in accordance with Clause 9
below) for the period stipulated in the
Letter of Appointment.
4. THE SERVICE
4.1. The Service Provider shall provide the
Service fully in accordance with:
(1) The Brief and all other relevant
information contained in the Contract
Documents and any agreed variation
or amendment of the Contract
(2) The requirements of any relevant UK
or EC legislation Order Regulation
Directive Standard Code of Practice or
Bye-Law which may from time to time
be in force
(3) Without prejudice to sub-clauses 4.1
(2) above the Service Provider shall
comply with Health and Safety at Work
Etc Act 1974, Equality Act 2010 and
shall recognise the freedom of his
employees to be members of Trade
Unions. The Service Provider shall if
requested by the Council supply to the
Council copies of any policies
maintained by him demonstrating his
compliance with the legislation
stipulated in this subclause 4.1(3)
(4) Any representation made by the
Service Provider to the Council in
writing
(5) The professional standards which
might reasonably be expected of a
suitably experienced Service Provider
in providing the Service

4.2. The Service Provider shall use all

reasonable skill care and diligence in
providing the Service.
4.3. The Service Provider shall supply all tools
equipment and materials necessary to
enable him to provide the Service.
4.4. The Service Provider shall not exclude
his liability arising under Sections 13, 14
and 15 of the Supply of Goods and
Services Act 1982.
5.

CONTRACT PRICE AND PAYMENT

PROVISIONS
5.1. The Contract Price shall be determined in
accordance with the Contract Documents
5.2. The Council will pay the sums due for the
Service in accordance with the Contract
Documents in arrears within 30 days of
receipt of the Service Providers invoice
submitted in accordance with the
provisions set out in the Letter of
Appointment.
6.

TIME FOR PERFORMANCE OF THE

SERVICE
6.1. The Service Provider shall undertake the
Service in accordance with the Work
Programme set out in the Letter of
Appointment.
7. INSURANCE AND INDEMNITY
7.1. The Service Provider must obtain and
keep in force throughout the duration of
the Contract suitable insurance policies
with a reputable company or companies
approved by the Council providing cover
against the following risks: Public Liability
(minimum cover required 5,000,000 for
each and every claim) Employers
Liability (minimum cover required
10,000,000 for each and every claim)
Professional Indemnity (minimum cover
required 2,000,000 for each and every
claim) and any other risks contemplated
by the Contract and the Service Provider
must provide to the Council evidence of
such insurance cover prior to undertaking
any elements of the Service and as often
thereafter as may be reasonably required
by the Council.
7.2. The Service Provider shall be liable for
and shall indemnify the Council against
all liabilities, costs, expenses, damages
and losses (including any direct, indirect

or consequential losses, loss of

reputation and all interest, penalties and
legal and other reasonable professional
costs and expenses) suffered or incurred
by the Council arising out of or in
connection with:
(a) the Service Provider's breach or
negligent performance or nonperformance of this agreement;
(b) any claim made against the Council
by a third party arising out of or in
connection with the provision of the
Services and the supply of materials,
to the extent that such claim arises
out of the breach, negligent
performance or failure or delay in
performance of this agreement by the
Service Provider, its employees,
agents or subcontractors;
(c) any claim made against the Council by
a third party for death, personal injury
or damage to property arising out of
or in connection with defective
materials, to the extent that defects in
the materials are attributable to the
acts or omissions of the Service
Provider, its employees, agents or
subcontractors.
7.3. This indemnity shall not cover the Council
to the extent that a claim under it results
from the Councils negligence or wilful
misconduct.
7.4. Neither Party excludes its liability, if any,
to the other Party for:
(a) death or personal injury caused by its
negligence; or
(b) fraud or fraudulent misstatement; or
(c) any matter which it would be illegal for
it to exclude or to attempt to exclude
its liability.
7.5. Notwithstanding the above, the liability of
the Service Provider to the Client under
or in connection with this Contract
(whether in contract, tort (including
negligence), breach of statutory duty,
restitution or otherwise) will be limited to
the 100,000 per claim or 250,000 in the
aggregate for all and any number of
claims arising under or in relation to the
Services or the Contract.
7.6. If any third party makes a claim, or
notifies an intention to make a claim,
against the Council which may
reasonably be considered likely to give

rise to a liability under this indemnity, the

Council shall:
(a) as soon as reasonably practicable,
give written notice of the claim to the
Service Provider, specifying the
nature of the claim in reasonable
detail;
(b) not make any admission of liability,
agreement or compromise in relation
to the claim without the prior written
consent of the Service Provider (such
consent not to be unreasonably
conditioned, withheld or delayed),
provided that the Council may settle
the claim (after giving prior written
notice of the terms of settlement (to
the extent legally possible) to the
Service Provider, but without
obtaining the Service Provider's
consent) if the Council reasonably
believes that failure to settle the
claim would be prejudicial to it in any
material respect;
(c) subject to the Service Provider
providing security to the Council to
the Councils reasonable satisfaction
against any claim, liability, costs,
expenses, damages or losses which
may be incurred, take such action as
the Service Provider may reasonably
request to avoid, dispute,
compromise or defend the claim.
8. TERMINATION
8.1. The Contract shall expire at the end of
the Contract Term.
8.2. The Council may terminate the Contract
prior to its expiry in the following
circumstances:
(1) in the event that the Service Provider
is in breach of any of the terms of the
Contract and having received written
notice of such breach from the Council
shall have failed to remedy the breach
within a reasonable period not
exceeding one month from the receipt
of the notice. The notice shall state the
period in which the breach must be
remedied
(2) if the Service Provider has failed to
proceed diligently with the delivery of
the Service
(3) if the Service Provider
(a) being a Company becomes
insolvent, or goes into liquidation,

either compulsory or voluntary

(save for the purpose of
reconstruction or amalgamation or if
an administrator, administrative
receiver or receiver is appointed in
respect of the whole or any part of
the Service Providers assets or
business, or if the Service Provider
makes any assignment for the
benefit of or composition with its
creditors generally or takes or
suffers any similar or analogous
action in consequence of debt; or
(b) being an individual:
(i) is the subject of a bankruptcy
petition or bankruptcy order; or
(ii) is the subject of an application or
order or appointment under the
Insolvency Act 1986 Section 253
or Section 273 or Section 286; or
(iii) is unable to pay or has no
reasonable prospect of being
able to pay his debts within the
meaning of the Insolvency act
1986 Sections 267 and 268
(4) in the event the Service Provider or
any person acting on his behalf or in
his employment shall have offered,
given or agreed to give any Officer of
the Council any gift or consideration of
any kind as an inducement or reward
with respect to the Contract or shall
have committed any offence under
Bribery Act 2010 Section 117(2) and
(3) of the Local Government Act 1972.
(5) in the circumstances described in subclauses 8.4 above and 17.4 below. If
the Council terminates the Contract
pursuant to any of the provisions in
sub-clause 9.2(1)(5) it shall not be
necessary to give the Service Provider
any period or any further period of
notice but the Council shall inform the
Service Provider in writing that the
Contract has been terminated.
8.3. In the event of a termination of the
Contract under sub-clause 8.2(3) above
the Council may engage another provider
to provide the Service and the Service
Provider shall be liable to pay the Council
as a debt any extra cost that the Council
incurs in so doing in excess of the
Contract price.
8.4. Termination of the Contract shall not
affect any rights of the Council or the

Service Provider accrued up to the date

of termination
9.

ASSIGNMENT AND
SUBCONTRACTING
9.1. The Service Provider shall not assign or
subcontract the benefit or burden of the
whole or any part of the Contract.
10. PURCHASE OUTSIDE THE CONTRACT
10.1. The Council shall have the right to
engage a person other than the Service
Provider to provide services of the same
type as are contemplated by the Contract
if it shall in its absolute discretion think fit
to do so.
11. NOTICES
11.1. Any notice about the Contract may be
delivered by hand or sent by ordinary,
registered or recorded delivery post or
transmitted by facsimile transmission or
other means of telecommunications
resulting in the receipt of written
communication in permanent form and if
so sent or transmitted to the address of
the Service Provider or the Council as the
case may be shown on the Contract
Documents or to such other address as
the Service Provider and the Council
have notified to each other shall be
deemed effectively given on the day
when in the ordinary course of the means
of delivery or transmission it would first be
received by the addressee in normal
business hours provided that the
provisions of this sub-clause shall not
authorise the service of documents in
connection with Court proceedings by
facsimile transmission or any other
electronic means.
12. CONFIDENTIALITY
12.1. The Service Provider shall at all times
keep confidential information acquired in
consequence of the Contract except for
information which he may be entitled or
bound to disclose under compulsion of
law or where requested by regulatory
agencies or to his employees suppliers or
professional advisors where reasonably
necessary for the performance of their
services to the Service Provider.

13. WAIVER
13.1. The failure by either the Council or the
Service Provider to enforce at any time or
for any period any one or more of the
terms and conditions applicable to the
Contract shall not be a waiver of them or
of the right at any time subsequently to
enforce all terms and conditions
applicable to the Contract.
14. SET-OFF
14.1. The Council may set off against the
Contract Price (including any applicable
VAT payable) amounts due from the
Service Provider whether under the
Contract or otherwise.
15. RIGHTS OF THIRD PARTIES
15.1. The provisions of the Contracts
(Rights of Third Parties) Act 1999 shall
not apply to any Contract of which these
Terms and Conditions form part.
16. FORCE MAJEURE
16.1. If either party is affected by Force
Majeure, it shall promptly notify the other
party of the nature and extent of the
circumstances in question.
16.2. Neither party shall be deemed to be in
breach of the Contract or otherwise be
liable to the other for any delay in
performance or the non-performance of
any of its obligations under the Contract
to the extent that the delay or nonperformance is due to any Force Majeure
of which it has notified the other party and
the time for performance of that obligation
shall be extended accordingly, subject
always to the provisions of sub-clause
16.4 below
16.3. If at any time the Service Provider
claims Force Majeure in respect of its
obligations under the Contract with regard
to providing the Service, the Council shall
be entitled to procure the Service or any
element of it from any other person
without incurring any financial liability
towards the Service Provider or being
liable to pay the Service Provider for
those elements of the Service provided
by an alternative provider
16.4. If the circumstances causing Force
Majeure persist for three months or more,
then the Contract shall automatically
terminate (unless the Council and the

Service Provider first agree otherwise in

writing) whereupon any monies due and
owing pursuant to the Contract shall be
paid immediately.
16.5. For the avoidance of doubt, Force
Majeure means in relation to either party,
any circumstances beyond the
reasonable control of that party, including,
but not limited to, national emergency,
war, prohibitive government regulation,
fire or flood.
17. DISPUTE RESOLUTION
17.1. The parties shall use their best efforts
to negotiate in good faith and settle any
dispute that may arise out of or related to
this Contract or any breach of it. If any
such dispute cannot be settled amicably
through ordinary negotiations by the
Service Contractor and the Council then
structured negotiations may be entered
into with the assistance of a neutral
advisor or mediator ("Mediator") before
resorting to litigation.
17.2. If the parties are unable to agree on a
Mediator or if the Mediator agreed upon is
unable or unwilling to act then any party
may within fourteen days from the date of
the proposal to appoint a Mediator or
within fourteen days of notice to any party
that he is unable or unwilling to act apply
to the Centre for Dispute Resolution
("CEDR") to appoint a Mediator.
17.3. The parties will within fourteen days of
the appointment of the Mediator meet
with him in order to agree a programme
for the exchange of any relevant
information and the structure to be
adopted for the negotiation. If considered
appropriate, the parties may at any stage
seek assistance from CEDR to provide
guidance on a suitable procedure
17.4. All negotiations connected with the
dispute will be conducted in complete
confidence (as far as the law allows) and
the parties undertake not to divulge
details of such negotiations except to
their professional advisors who will also
be subject to such confidentiality and will
be without prejudice to the rights of the
parties in any future proceedings.
17.5. If the parties accept the Mediator's
recommendations or otherwise reach
agreement on the resolution of the
dispute such agreement shall be reduced

to writing and once it is signed by their

duly authorised representatives shall be
final and binding on the parties hereto.
17.6. Failing agreement, any of the parties
may invite the Mediator to provide a
nonbinding but informative opinion in
writing as to the merits of the dispute and
the rights and obligations to the parties.
Such opinion will be provided on a
without prejudice basis and will be private
and confidential to the parties and may
not be used in evidence in any
proceedings commenced pursuant to the
terms of this Contract without the prior
written consent of all parties
17.7. Nothing contained in this clause shall
restrict either party's freedom to
commence legal proceedings to preserve
any legal right or remedy or protect any
proprietary or trade secret right.
18. ASSIGNMENT OF COPYRIGHT
18.1. The Service Provider hereby assigns
to the Council all vested contingent and
future rights of copyright and all rights in
the nature of copyright and all accrued
rights of action and all other rights of
whatever nature in and to the reports
(which shall include all plans drawings
documents (written and electronic) and
presentation material and all other
material capable of being subject to
copyright produced by the Service
Provider in the course of undertaking the
Service for the Council) prepared under
the terms of the Contract whether now
known or in the future created to which
the Service Provider is now or may at any
time after the date of the Contract be
entitled by virtue of or pursuant to any of
the laws in force in each and every part of
the world.
19. FREEDOM OF INFORMATION AND
TRANSPARENCY
19.1. The Service Provider shall co-operate
with the Council as maybe necessary to
enable the Council to fulfil its statutory
obligation under the Freedom of
Information Act 2000
19.2. The Service Provider hereby gives its
consent for the Council to publish this
contract and any of the Contract
Documents in their entirety, including
from time to time agreed changes to the

documents to the general public in

whatever form the Council decides.
20. NO PARTNERSHIP OR AGENCY
20.1. Nothing in the Contract Documents
shall be deemed to constitute a
partnership or agency between the
Council and the Service Provider.
21. BRIBERY
21.1. The Service Provider shall, and shall
ensure that any person acting on their
behalf or in their employment shall comply
with all applicable laws, regulations and
sanctions relating to anti-bribery and anticorruption including but not limited to the
Bribery Act 2010.