Framework Agreement 08 11 12 Revised

UNCLASSIFIED
REVISED VERSION 8 November 2012
DATED [dd/mm/yyyy]
GOVERNMENT PROCUREMENT SERVICE
and
[SUPPLIER NAME]
consultancyONE
FRAMEWORK AGREEMENT
(Agreement Ref: RM 1502)
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page 0
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CONTENTS
1 DEFINITIONS AND INTERPRETATION ................................................................... 3

2 TERM OF FRAMEWORK AGREEMENT ................................................................ 12
3 SCOPE OF FRAMEWORK AGREEMENT .............................................................. 12
4 SUPPLIER'S APPOINTMENT ................................................................................. 12
5 NON-EXCLUSIVITY ................................................................................................ 13
6 ORDERING PROCEDURES ................................................................................... 13
7 WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS .............................. 13
8 PREVENTION OF BRIBERY AND CORRUPTION.................................................. 15
9 SAFEGUARD AGAINST FRAUD ............................................................................ 16
10 CALL-OFF AGREEMENT PERFORMANCE ........................................................... 17
11 STATUTORY REQUIREMENTS AND STANDARDS .............................................. 17
12 NON-DISCRIMINATION .......................................................................................... 17
13 PROVISION OF MANAGEMENT INFORMATION................................................... 18
14 MANAGEMENT CHARGE....................................................................................... 18
15 RECORDS AND AUDIT ACCESS ........................................................................... 19
16 CONTRACTING BODY SATISFACTION MONITORING......................................... 21
17 CONFIDENTIALITY................................................................................................. 21
18 TRANSPARENCY ................................................................................................... 23
19 OFFICIAL SECRETS ACTS .................................................................................... 23
20 DATA PROTECTION .............................................................................................. 23
21 FREEDOM OF INFORMATION ............................................................................... 24
22 PUBLICITY AND BRANDING .................................................................................. 25
23 MARKETING ........................................................................................................... 25
24 TERMINATION........................................................................................................ 25
25 SUSPENSION OF SUPPLIER'S APPOINTMENT ................................................... 29
26 CONSEQUENCES OF TERMINATION AND EXPIRY ............................................ 29
27 LIABILITY ................................................................................................................ 30
28 INSURANCE ........................................................................................................... 31
29 TRANSFER AND SUB-CONTRACTING ................................................................. 31
30 VARIATIONS TO THIS FRAMEWORK AGREEMENT ............................................ 32
31 RIGHTS OF THIRD PARTIES ................................................................................. 33
32 BUSINESS CONTINUITY........................................................................................ 34
33 SEVERABILITY ....................................................................................................... 34
34 WAIVER AND CUMULATIVE REMEDIES .............................................................. 34
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35 RELATIONSHIP OF THE PARTIES ........................................................................ 34

36 FURTHER ASSURANCES ...................................................................................... 34
37 ENTIRE AGREEMENT ............................................................................................ 35
38 NOTICES ................................................................................................................ 35
39 COMPLAINTS HANDLING AND RESOLUTION ..................................................... 36
40 FRAMEWORK AGREEMENT MANAGEMENT ....................................................... 36
41 DISPUTE RESOLUTION ......................................................................................... 36
42 LAW AND JURISDICTION ...................................................................................... 38
FRAMEWORK SCHEDULE 1: SERVICES ......................................................................... 40
Part 1: Services ....................................................................................................... 40
Part 2: Key Performance Indicators ......................................................................... 51
FRAMEWORK SCHEDULE 2: CHARGING STRUCTURE ................................................. 55
FRAMEWORK SCHEDULE 3: ORDERING PROCEDURE................................................. 64
FRAMEWORK SCHEDULE 3A: AWARD CRITERIA .......................................................... 69
FRAMEWORK SCHEDULE 4: LETTER OF APPOINTMENT AND CALL-OFF TERMS ..... 70
Part 1: Letter of Appointment ................................................................................... 70
Part 2: Call-Off Terms.............................................................................................. 70
FRAMEWORK SCHEDULE 5: VALUE FOR MONEY ......................................................... 71
FRAMEWORK SCHEDULE 6: MANAGEMENT INFORMATION ........................................ 74
ANNEX – MI REPORTING TEMPLATE .............................................................................. 78
FRAMEWORK SCHEDULE 7: ANNUAL SELF-AUDIT CERTIFICATE ............................... 79
FRAMEWORK SCHEDULE 8: COMMERCIALLY SENSITIVE INFORMATION .................. 80
FRAMEWORK SCHEDULE 9: FRAMEWORK MANAGEMENT ......................................... 81
FRAMEWORK SCHEDULE 10: SPECIFIED RIGHTS OF CONTRACTING BODIES ......... 84
FRAMEWORK SCHEDULE 11: GUARANTEE ................................................................... 85
FRAMEWORK SCHEDULE 12: SUB-CONTRACTORS ..................................................... 94
FRAMEWORK SCHEDULE 13: SUPPLIER’S TENDER RESPONSE ................................ 96
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THIS AGREEMENT is made on [insert Commencement Date dd/mm/yyyy]
BETWEEN:
(1) THE MINISTER FOR THE CABINET OFFICE ("Cabinet Office") acting through Government
Procurement Service formerly Buying Solutions, a trading fund of the Cabinet Office, whose
offices are located at 9th Floor, The Capital, Old Hall Street, Liverpool L3 9PP ("Authority");
(2) [SUPPLIER'S NAME] whose offices are at [insert address] ("Supplier").
BACKGROUND:
A The Authority placed a contract notice 2011/S 229-371678 on 23 November 2011 in the
Official Journal of the European Union seeking expressions of interest from providers of
Consultancy Services to Contracting Bodies under a framework arrangement.
B The Supplier submitted its response to a pre-qualification questionnaire on [insert date

dd/mm/yyyy] in response to the contract notice.
C On [Insert date of issue of ITT dd/mm/yyyy] the Authority issued an invitation to tender for
the provision of Consultancy Services.
D The Supplier represented to the Authority that it is capable of delivering the Services in
accordance with the Authority's requirements as set out in the Invitation to Tender and, in
particular, the Supplier made representations to the Authority in the Tender in relation to its
competence, professionalism and ability to provide the Services in an efficient and cost
effective manner.
E On the basis of the Tender, the Authority selected the Supplier to enter into a framework
agreement along with a number of other suppliers appointed to the Framework to provide the
Services to Contracting Bodies from time to time on a call-off basis in accordance with this
Framework Agreement.
F This Framework Agreement sets out the award and ordering procedure for purchasing the
Services which may be required by Contracting Bodies, the main terms and conditions for any
Call-Off Agreement which Contracting Bodies may conclude and the obligations of the
Supplier during and after the Term of this Framework Agreement.
G It is the Parties' intention that there will be no obligation for any Contracting Body to place any
Orders under this Framework Agreement during the Term.
IT IS AGREED:
1 DEFINITIONS AND INTERPRETATION
1.1 In this Framework Agreement, including its recitals, the following expressions shall have the
following meanings:
"Admin Fees" means the costs incurred by the Authority in dealing with MI Failures
calculated in accordance with the tariff of administration charges published by the Authority at
the following link: http://gps.cabinetoffice.gov.uk/i-am-supplier/management-
information/admin-fees
"Approval" means the prior written consent of the Authority and "Approve" and
"Approved" shall be construed accordingly;
"Audit" means an inspection carried out pursuant to Clause 15;
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"Auditors" shall have the meaning set out in Clause 15.4;
"Authority Representative" means the representative appointed by the Authority from time
to time in relation to this Framework Agreement;
"Authority Confidential Information" means all Authority Personal Data and any
information, however it is conveyed, that relates to the business, affairs, developments, trade
secrets, know-how, personnel, and suppliers of the Authority, including all IPRs, together with
all information derived from any of the above, and any other information clearly designated as
being confidential or which ought reasonably be considered to be confidential (whether or not
it is marked "confidential");
“Authority Personal Data” means the personal data supplied by the Authority to the Supplier
and for the purposes of or in connection with this Framework Agreement “personal data” shall
have the same meaning as set out in the Data Protection Act 1998;
“Average Price" means in relation to the Comparable Services provided by the Comparison
Group, the mean average of prices for those Comparable Services as adjusted to produce
Equivalent Services Data over the previous twelve (12) Months period, or other period as
agreed between the Contracting Body and the Supplier. (This "average price" shall be
calculated by aggregating the prices derived from Equivalent Services Data for each of the
services and dividing the same by the number of instances of Comparable Services);
"BACS" means the Banks Automated Clearing System;
“Base Location” means the location, specified by the Contracting Body (in Framework
Schedule 4 (Letter of Appointment and Call-Off Terms), at which the majority of the Services
shall be delivered;
“Benchmark Report” means the report produced by the Authority following a Benchmark
Review as further described in Framework Schedule 5 (Value for Money);
"Benchmark Review" means a review of the Services carried out in accordance with
Framework Schedule 5 (Value for Money) to determine whether those Services represent
Good Value;
"Benchmarked Services” means the Services that the Authority elects to include in a
Benchmark Review under Framework Schedule 5 (Value for Money);
"Branding Guidance" means the Authority's guidance in relation to the use of branding
available at http://gps.cabinetoffice.gov.uk/i-am-supplier/supplier-resources
"Call-Off Agreement" means a legally binding agreement (made pursuant to the provisions
of this Framework Agreement) for the provision of Services made between a Contracting
Body and the Supplier comprising a Letter of Appointment and the Call-Off Terms;
"Call-Off Terms" means the terms and conditions in Part 2 of Framework Schedule 4 (Letter
of Appointment and Call-Off Terms);
"CEDR" means the Centre for Effective Dispute Resolution;
"Change in Law" means any change in Law which impacts on the supply of the Services and
performance of the Call-Off Terms which comes into force after the Commencement Date;
"Change of Control" shall have the meaning set out in Clause 7.2;
"Charges" means the fees, disbursements, charges and expenses payable by the
Contracting Bodies under or in connection with a Call-Off Agreement from time to time, which
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Charges shall be calculated in a manner which is consistent with the Charging Structure as
set out in Framework Schedule 2 (Charging Structure);
"Charging Structure" means the structure to be used in the establishment of the charging
model which is applicable to each Call-Off Agreement, which structure is set out in
Framework Schedule 2 (Charging Structure);
"Commencement Date" means [insert date dd/mm/yyyy];
"Commercially Sensitive Information" means the Confidential Information listed in

Framework Schedule 8 (Commercially Sensitive Information) comprising commercially
sensitive information:
(a) relating to the Supplier, its IPR or its business or information which the Supplier
has indicated to the Authority that, if disclosed by the Authority, would cause the
Supplier significant commercial disadvantage or material financial loss;
(b) that constitutes a trade secret;
"Comparison Group" means a sample group of organisations providing Comparable

Services identified by the Authority in accordance with Framework Schedule 5 (Value for
Money) which consists of organisations which are either of similar size to the Supplier or
which are similarly structured in terms of their business and their service offering so as to be
(in the Authority's professional opinion) fair comparators with the Supplier or which, in the
professional opinion of the Authority, are best practice organisations;
“Comparable Rates” means rates payable to the Comparison Group for Comparable
Services that can be fairly compared with the Framework Prices;
"Comparable Supply" means the supply of services to another customer of the Supplier that
are the same or similar to the Services;
“Comparable Services” means services that are identical or materially similar to the
Benchmarked Services (including in terms of scope, specification, volume and quality of
performance);
"Complaint" means any formal written complaint raised by any Contracting Body in relation
to the performance of this Framework Agreement or any Call-Off Agreement in accordance
with Clause 39 (Complaints Handling and Resolution);
"Confidential Information" means the Authority Confidential Information, any Contracting

Body’s confidential information and/or the Supplier Confidential Information;
"Contract Year" means each consecutive twelve (12) Month period during the Term
commencing on the Commencement Date;
"Contracting Bodies" means bodies listed in paragraph VI.3 of the OJEU Notice, including
the Authority, and “Contracting Body” shall be construed accordingly;
"Contracting Body Satisfaction Survey" shall have the meaning set out in Clause 16.1;
"Control" means control as defined in sections 1124 and 450 of the Corporation Tax Act
2010;
"Crown" means the government of the United Kingdom (including the Northern Ireland
Assembly and Executive Committee, the Scottish Executive and the National Assembly for
Wales), including government ministers and government departments and particular bodies,
persons, commissions or agencies from time to time carrying out functions on its behalf;
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"Data Controller" shall have the same meaning as set out in the Data Protection Act 1998;
"Data Processor" shall have the same meaning as set out in the Data Protection Act 1998;
"Data Protection Legislation" or “DPA” means the Data Protection Act 1998 and all
applicable laws and regulations relating to processing of personal data and privacy, including
where applicable the guidance and codes of practice issued by the Information Commissioner
or relevant Government department in relation to such legislation;
“Direct Award Criteria” means the award criteria to be applied for the award of the Call-Off
Agreements without further competition set out in Schedule 3A.
"Environmental Information Regulations" means the Environmental Information

Regulations 2004 together with any guidance and/or codes of practice issued by the
Information Commissioner or relevant Government department in relation to such regulations;
"Equivalent Services" shall have the meaning set out in Clause 6.3;
“Equivalent Services Data” means the rates data derived from an analysis of the
Comparable Services provided by the Comparison Group;
"FOIA" means the Freedom of Information Act 2000 and any subordinate legislation made
under that Act from time to time together with any guidance and/or codes of practice issued
by the Information Commissioner or relevant Government department in relation to such
legislation;
"Framework Agreement" means the Clauses of this Framework Agreement together with
the Framework Schedules and annexes to them (but excluding Framework Schedule 4 (Letter
of Appointment and Call-Off Terms);
"Framework Price(s)" means the price(s) applicable to the provision of the Services set out
in Framework Schedule 2 (Charging Structure);
"Framework" means the framework arrangements established by the Authority for the
provision of the Services to Contracting Bodies by Suppliers;
"Fraud" means any offence under Laws creating offences in respect of fraudulent acts
(including the Misrepresentation Act 1967) or at common law in respect of fraudulent acts in
relation to this Framework Agreement or defrauding or attempting to defraud or conspiring to
defraud the Crown;
“Further Competition Award Criteria” means the award criteria to be applied for the award
of the Call-Off Agreements with further competition set out in Schedule 3A;
"General Change in Law" means a Change in Law where the change is of a general
legislative nature (including taxation or duties of any sort affecting the Supplier) or which
affects or relates to a Comparable Supply;
"Good Industry Practice"; means standards, practices, methods and procedures

conforming to the Law and the requirements of any Regulatory Body which is responsible for
regulating the Supplier and the degree of skill and care, diligence, prudence and foresight
which would reasonably and ordinarily be expected from a skilled and experienced person or
body engaged in providing the Services
"Good Value" means, in relation to Benchmarked Services, that the Charges attributable to
such Benchmarked Services are less than or equal to the Average Price for Comparable
Services using Equivalent Services Data;
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“Grave Misconduct” means grave misconduct within Regulation 23(4)(e) of the Regulations
and includes misconduct which would be regarded as serious by any Regulatory Body,
"Guidance" means any guidance issued or updated by the UK Government from time to time
in relation to the Regulations;
"Information" has the meaning given under section 84 of the Freedom of Information Act
2000;
“Initial Term” has the meaning set out in Clause 2.1;
"Intellectual Property Rights" or "IPR" means:
(a) copyright, rights related to or affording protection similar to copyright, rights in

databases, patents and rights in inventions, semi-conductor topography rights,
service marks, logos, database rights, trade marks, rights in internet domain
names and website addresses and other rights in trade or business names,
design rights (whether registrable or otherwise), Know-How, trade secrets and
moral rights and other similar rights or obligations;
(b) applications for registration, and the right to apply for registration, for any of the
rights listed at (a) that are capable of being registered in any country or
jurisdiction; and
(c) all other rights whether registrable or not having equivalent or similar effect in any
country or jurisdiction (including but not limited to the United Kingdom) and the
right to sue for passing off;
"Invitation to Tender" or "ITT" means the Invitation to Tender issued by the Authority on
[insert date dd/mm/yyyy];
"Know-How" means all ideas, concepts, schemes, information, knowledge, techniques,

methodology, and anything else in the nature of know-how relating to the Services but
excluding know-how already in the Supplier's or the Authority's possession before the
Commencement Date;
“Key Performance Indicators” or “KPIs” means the performance measurements and

targets set out in Part 2 of Framework Schedule 1 (Services) as varied from time to time in
accordance with this Framework Agreement;
“KPI Target(s)” means, in relation to a KPI, the acceptable performance level for that KPI as
set out in Part 2 of Framework Schedule 1 (Services) as varied from time to time in
accordance with this Framework Agreement;
"Law" means any applicable Act of Parliament, subordinate legislation within the meaning of
section 21(1) of the Interpretation Act 1978, exercise of the royal prerogative, enforceable
community right within the meaning of section 2 of the European Communities Act 1972, rule
of common law, regulatory policy, guidance or industry code, judgment of a relevant court of
law, or directives or statute, bye-law, regulation, order, regulatory policy, guidance or industry
code, rule of Court or directives or requirements of any Regulatory Body, delegated or
subordinate legislation;
"Letter of Appointment" means a letter of appointment in, or substantially in, the form set
out in Part 1 of Framework Schedule 4 (Letter of Appointment and Call-Off Terms) to be used
by Contracting Bodies to order Services;
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"Lot" means, as the context requires, any of the fifteen (15) lots tendered pursuant to the ITT
or such of those lots as are specified in Framework Schedule 1 (Services) and "Lots" shall
be construed accordingly;
"Management Charge" means the sum payable by the Supplier to the Authority being an
amount equal 1 per cent (1%) of all Charges for the Services invoiced to the Contracting
Bodies (net of VAT) in each Month throughout the Term and thereafter until the expiry or
earlier termination of any Call-Off Agreement;
"Management Information" or “MI” means the management information specified in

Framework Schedule 6 (Management Information);
"Material Default" means a material breach by the Supplier of this Framework Agreement
including any breach by the Supplier of any of the following Clauses: Clause 7 (Warranties
and Representations), Clause 8 (Prevention of Bribery and Corruption), Clause 12 (Non-
Discrimination), Clause 13 (Provision of Management Information), Clause 14 (Management
Charge), Clause 15 (Records and Audit Access), Clause 20 (Data Protection), Clause 21
(Freedom of Information) and Clause 29 (Transfer and Sub-Contracting);
“Maximum Day Rate” means the maximum rate per day per grade tendered by the Supplier
that shall never be exceeded within Call-Off Agreements pursuant to this Framework
Agreement. The Maximum Day Rate shall be used in alternative commercial models, (such
as fixed price contracts) in order to quantify the input resources/days deployed and also the
overall price. “Maximum Day Rates” shall be construed accordingly;
"Mediator" has the meaning set out in Clause 41.5.1;
"MI Default" has the meaning set out in paragraph 6.1 of Framework Schedule 6
(Management Information);
"MI Failure" has the meaning set out in paragraph 5.2 of Framework Schedule 6
(Management Information);
"MI Report" means a report containing Management Information submitted to the Authority in
accordance with Framework Schedule 6 (Management Information);
"MI Reporting Template" means the form of report set out in the Annex to Framework
Schedule 6 (Management Information) setting out certain Management Information the
Supplier is required to supply to the Authority;
"Ministry of Justice Codes” means the Ministry of Justice Codes of Practice on the
Discharge of the Functions of Public Authorities under Part 1 of the FOIA issued under
sections 45 and 46 of the FOIA and available at http://www.justice.gov.uk/information-access-
rights/foi-guidance-for-practitioners/code-of-practice;
“Ministry of Justice Guidance" means Ministry of Justice Guidance in relation to section 9

of the Bribery Act 2010 available at http://www.justice.gov.uk/guidance/docs/bribery-act-2010-
guidance.pdf;
"MISO" means 'Management Information System Online', an online portal located at

http://miso.mailbox@gps.gsi.gov.uk provided by the Authority for collection and receipt of
Management Information;
"Month" means an entire calendar month and "Monthly" shall be interpreted accordingly;
"OJEU Notice" means the contract notice: – 2011/S 229-371678 dated 23 November 2011,
published in the Official Journal of the European Union;
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"Order" means an order for the provision of the Services placed by a Contracting Body with
the Supplier in accordance with the Ordering Procedures, substantially in the form set out in
the Letter of Appointment (including its appendices)
"Ordered Services" means Services which are the subject of an Order by a Contracting
Body;
"Ordering Procedures" means the ordering and award procedures specified in Clause 6
(Ordering Procedures) and Framework Schedule 3 (Ordering Procedure);
"Party" means the Authority or the Supplier and "Parties" shall be interpreted accordingly;
"Personal Data" shall have the same meaning as set out in the Data Protection Act 1998;
"Persistent Failure" means any of:
(a) two (2) or more failures by the Supplier to accept an Order within two (2) Working
Days of receipt in any rolling period of twelve (12) Months (other than when the
Supplier’s failure to accept an Order is due to a conflict of interest);
(b) two (2) or more failures by the Supplier to provide the Management Information
by the Reporting Date in any rolling period of twelve (12) Months; or
(c) any two (2) or more failures by the Supplier to meet the KPI Targets (whether the
failures relate to the same or different KPI Targets) in relation to one or more
Call-Off Agreements in any rolling period of twelve (12) Months;
"PQQ Response" means the response submitted by the Supplier to the pre-qualification
questionnaire issued by the Authority on [insert date dd/mm/yyyy];
"Processing" has the meaning given to it under the Data Protection Legislation but, for the
purposes of this Framework Agreement, it shall include both manual and automatic
processing and “Process” and “Processed” shall be interpreted accordingly;
"Prohibited Act" means:
(a) directly or indirectly offering, promising or giving any person working for or
engaged by any Contracting Body a financial or other advantage to induce that
person to perform improperly a relevant function or activity or reward that person
for improper performance of a relevant function or activity; or
(b) committing any offence:
(i) under the Bribery Act 2010; or
(ii) under legislation creating offences concerning fraudulent acts; or
(iii) at common law concerning fraudulent acts in relation to this

Framework Agreement or any other contract with the Authority and/or
any Contracting Body; or
(c) defrauding, attempting to defraud or conspiring to defraud the Authority and/or

any Contracting Body;
st st st
“Quarter” means a period of three (3) Months period beginning on 1 January, 1 April, 1
st
July or 1 October in any year and “Quarterly” shall be construed accordingly;
"Regulations" means the Public Contracts Regulations 2006 as amended;
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"Regulatory Bodies" means government departments and regulatory, statutory and other
entities, committees, ombudsmen and bodies which, whether under statute, rules,
regulations, codes of practice or otherwise, are entitled to regulate, investigate, or influence
the matters dealt with in this Framework Agreement and “Regulatory Body” shall be
construed accordingly;
"Relevant Person" means any employee, agent, servant, or representative of the Authority,
any Contracting Body or any other public body;
"Reporting Date" means, in relation to the provision of Management Information, the 7th day
of each Month following the Month to which the relevant Management Information relates, or
such other date as may be agreed between the Parties;
"Request for Information" means a request for information relating to this Framework
Agreement, any Call-Off Agreement or the provision of the Services or an apparent request
for such information under the Code of Practice on Access to Government Information, FOIA
or the Environmental Information Regulations;
"RPIX Index" shall have the meaning given to it in paragraph 6.3 of Framework Schedule 2
(Charging Structure);
"Self Audit Certificate" means a certificate in the form set out in Framework Schedule 7
(Self Audit Certificate) to be provided to the Authority in accordance with Clause 15.3;
"Services" means the services described in Framework Schedule 1 (Services) which the
Supplier shall make available to Contracting Bodies;
“Service Levels” means the service levels detailed in Call-Off Agreements;
“Services Requirements” means the requirements of the Authority or any Contracting Body
(as appropriate) for the Services from time to time;
"Specific Change in Law" means a Change in Law that relates specifically to the business
of the Authority and/or Contracting Bodies which would not affect a Comparable Supply;
“Statement of Requirements” means a statement issued in accordance with the Ordering

Procedures by the Authority or any Contracting Body and detailing its Services Requirements;
"Statement of Work" means the statement submitted by a Framework Supplier as part of a

further competition as described in paragraph 3.1.3 of Framework Schedule 3 (Ordering
Procedure);
"Sub-Contract" means the Suppliers contract with a Sub-Contractor whereby that Sub-
Contractor agrees to provide to the Supplier the Services or any part thereof or facilities or
other services necessary for the provision of the Services or any part thereof or necessary for
the management, direction or control of the Services;
"Sub-Contractor" means any person appointed by the Supplier to carry out any and or all
of the Supplier’s obligations under the Call off Agreement;
"Supplier Confidential Information" means any information, however it is conveyed, that

relates to the business, affairs, developments, trade secrets, Know-How, personnel and
suppliers of the Solicitor, including all IPRs, together with information derived from the
foregoing, and that in any case is clearly designated as being confidential;
"Supplier Representative" means the representative appointed by the Supplier from time to
time in relation to this Framework Agreement;
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"Supplier Staff" means all persons employed by the Supplier together with the Supplier's
servants, agents, suppliers consultants and Sub-Contractors (and all persons employed by
any Sub-Contractor together with the Sub-Contractor’s servants, consultants, agents and
suppliers) used in the performance of the Supplier’s obligations under this Framework
Agreement or any Call-Off Agreement;
"Tender" means the Invitation to Tender and the Response to it as submitted by the Supplier
to the Authority on [insert date dd/mm/yyyy];
"Term" means, subject to Clause 24 (Termination), the term of this Framework Agreement as
determined in accordance with Clause 2 (Term of Framework Agreement);
"Third Party" shall have the meaning set out in Clause 31.1;
"VAT" means value added tax in accordance with the provisions of the Value Added Tax Act
1994;
"Working Day" means any day other than a Saturday, Sunday or public holiday in England
and Wales; and
"Year" means a period of 12 months.
1.2 The interpretation and construction of this Framework Agreement shall all be subject to the
following provisions:
1.2.1 words importing the singular meaning include where the context so admits the plural
meaning and vice versa;
1.2.2 words importing the masculine include the feminine and the neuter and vice versa;
1.2.3 the words "include", "includes" "including" "for example" and "in particular" and words
of similar effect shall be construed as if they were immediately followed by the words
"without limitation";
1.2.4 references to any person shall include natural persons and partnerships, firms and
other incorporated bodies and all other legal persons of whatever kind and however
constituted and their successors and permitted assigns or transferees;
1.2.5 references to any statute, enactment, order, regulation, code, official guidance or other
similar instrument shall be construed as a reference to the statute, enactment, order,
regulation, code, official guidance or instrument as amended or replaced from time to
time by any subsequent enactment, modification, order, regulation, code, official
guidance or instrument (whether such amendment or replacement occurs before or
after the date of this Framework Agreement);
1.2.6 headings are included in this Framework Agreement for ease of reference only and
shall not affect the interpretation or construction of this Framework Agreement;
1.2.7 references in this Framework Agreement to any Clause, sub-Clause or Framework

Schedule without further designation shall be construed as a reference to the clause or
sub-clause of, or schedule to, this Framework Agreement so numbered;
1.2.8 references in a Framework Schedule to any paragraph or further designation shall be

construed as a reference to the paragraph of the relevant Framework Schedule so
numbered;
1.2.9 a reference to a Clause is a reference to the whole of that Clause unless stated
otherwise; and
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1.2.10 in the event and to the extent only of any conflict between the Clauses and the
Framework Schedules, the Clauses shall prevail over the Framework Schedules.
PART ONE: FRAMEWORK ARRANGEMENTS AND AWARD PROCEDURE
2 TERM OF FRAMEWORK AGREEMENT
2.1 This Framework Agreement shall take effect on the Commencement Date and shall expire
either:
2.1.1 two (2) Years from the Commencement Date (the period between the Commencement
Date and this date being the "Initial Term"); or
2.1.2 where the Authority elects to extend the Initial Term in accordance with Clause 2.2, at
the end of the Extension Period,
in each case, unless it is terminated earlier in accordance with the terms of this Framework
Agreement or otherwise by operation of Law.
2.2 The Authority may extend the duration of this Framework Agreement from the expiry of the
Initial Term for a maximum of two (2) consecutive further terms, each of these further terms
being up to twelve (12) months duration (each of these further terms referred to as the
“Extension Period”) by giving the Supplier no less than one (1) Months' written notice prior to
the end of the Initial Term and following this, one (1) Month’s written notice prior to the end of
the first Extension Period.
3 SCOPE OF FRAMEWORK AGREEMENT
3.1 Without prejudice to the provisions of Clause 31, this Framework Agreement governs the
relationship between the Authority and the Supplier in respect of the provision of the Services
by the Supplier to Contracting Bodies.
3.2 The Authority and any other Contracting Body may, at its absolute discretion and from time to
time during the Term, Order the Services from the Supplier in accordance with the Ordering
Procedures.
3.3 The Supplier acknowledges that there is no obligation whatsoever on the Authority or any
Contracting Body to invite or select the Supplier to provide any Services and/or to purchase any
Services under this Framework Agreement.
3.4 No undertaking or any form of statement, promise, representation or obligation shall be made
or deemed to have been made by the Authority or any Contracting Body in respect of the total
quantities or values of the Services to be ordered by them pursuant to this Framework
Agreement and the Supplier acknowledges and agrees that it has not entered into this
Framework Agreement on the basis of any such undertaking, statement, promise or
representation.
4 SUPPLIER'S APPOINTMENT
4.1 The Authority hereby appoints the Supplier as a potential provider of, and the Supplier shall be
eligible to be considered for the award of Orders for, the Services by Contracting Bodies during
the Term and in consideration of the Supplier agreeing to enter into this Framework Agreement
and to perform its obligations under it the Authority agrees to pay and the Supplier agrees to
accept on the signing of this Framework Agreement the sum of five (£5.00) pounds sterling
(receipt of which is hereby acknowledged by the Supplier).
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4.2 Where the Supplier is more than one firm acting as a consortium, each firm that is a member of
the consortium shall be jointly and severally liable for performance of the Supplier’s obligations
under this Framework Agreement.
4.3 Where a Contracting Body specifies that the award of a Call-Off Agreement shall be conditional
upon receipt of a deed of guarantee from an acceptable guarantor, the Supplier shall deliver to
the Contracting Body an executed deed of guarantee from a guarantor acceptable to the
Contracting Body substantially in the form set out in Framework Schedule 11 (Guarantee) as a
condition precedent to the award of that Call-Off Agreement or, if the Contracting Body shall so
specify in the relevant Letter of Appointment, prior to the date specified in the Letter of
Appointment as a condition precedent to commencement of the Call-Off Agreement.
5 NON-EXCLUSIVITY
The Supplier acknowledges that, notwithstanding the provisions of Clause 6.3, in entering into
this Framework Agreement no form of exclusivity has been conferred on, or volume guarantee
granted by the Authority or any Contracting Body in relation to the provision of the Services by
the Supplier and that the Authority and the Contracting Bodies are at all times entitled to enter
into other contracts and agreements with other suppliers for the provision of any or all services
which are the same as or similar to the Services.
6 ORDERING PROCEDURES
6.1 Any Contracting Body which decides to source any Services through the Framework shall be
entitled at any time, during the Term to place an Order for the Services with the Supplier by
serving an Order in accordance with Framework Schedule 3 (Ordering Procedure).
6.2 The Supplier shall comply with the relevant provisions in Framework Schedule 3 (Ordering
Procedure).
6.3 In the event that any Contracting Body makes an approach to the Supplier with a request for
the supply of services which are the same as or similar to the Services ("Equivalent
Services"), the Supplier shall promptly and in any event within five (5) Working Days of the
request by the Contracting Body, and before any supply of Equivalent Services is made,
inform such Contracting Body of the existence of this Framework Agreement.
PART TWO: SUPPLIER’S GENERAL FRAMEWORK OBLIGATIONS
7 WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS
7.1 The Supplier warrants represents and undertakes to the Authority and to each Contracting
Body that:
7.1.1 it has full capacity and authority and all necessary consents to enter into and to perform
its obligations under this Framework Agreement;
7.1.2 this Framework Agreement is executed by a duly authorised representative of the

Supplier;
7.1.3 in entering into this Framework Agreement and any Call-Off Agreement it has not
committed any Fraud;
7.1.4 all information, statements, warranties and representations contained in the PQQ
Response, Tender and (unless otherwise agreed by the Authority in writing) any other
document which resulted in the award to the Supplier of a place on the Framework are
true, accurate, and not misleading save as may have been specifically disclosed in
writing to the Authority prior to the execution of this Framework Agreement and it will
promptly advise the Authority in writing of any fact, matter or circumstance of which it
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may become aware which would render any such information, statement, warranty or
representation to be false or misleading if repeated;
7.1.5 it has not entered into any agreement with any other person with the aim of preventing
tenders being made or as to the fixing or adjusting of the amount of any tender or the
conditions on which any tender is made in respect of the Framework;
7.1.6 it has not caused or induced any person to enter any such agreement as is referred to
in Clause 7.1.5;
7.1.7 it has not offered or agreed to pay or give any sum of money, inducement or valuable
consideration directly or indirectly to any person for doing or having done or causing or
having caused to be done any act or omission in relation to any other tender or
proposed tender for Services under the Framework;
7.1.8 no claim is being asserted and no litigation, arbitration or administrative proceeding is

presently in progress, or, to the best of its knowledge and belief pending or threatened
against it or any of its assets which will or might affect its ability to perform its
obligations under this Framework Agreement and/or any Call-Off Agreement which
may be entered into with any Contracting Body;
7.1.9 it is not subject to any contractual obligation, compliance with which will be likely to
have an adverse effect on its ability to perform its obligations under this Framework
Agreement and/or any Call-Off Agreement which may be entered into with any
Contracting Body;
7.1.10 in connection with the exercise of its rights and performance of its obligations pursuant
to this Framework Agreement it will at all times use all reasonable endeavours to meet
or exceed the Key Performance Indicators;
7.1.11 no proceedings or other steps have been taken and not discharged or dismissed (nor,
to the best of its knowledge, are threatened) for the winding up of the Supplier or for its
dissolution or for the appointment of a receiver, administrative receiver, liquidator,
manager, administrator or similar officer in relation to any of the Supplier's assets or
revenue; and
7.1.12 in the three (3) years prior to the date of this Framework Agreement (or, if the Supplier
has been in existence for less than three (3) years, in the whole of such shorter period)
it has:
(a) conducted all financial accounting and reporting activities in compliance in all
material respects with the generally accepted accounting principles that apply to it
in any country where it files accounts; and
(b) it has not performed any act or made any omission with respect to its financial
accounting or reporting which could have an adverse effect on the Supplier's
position as an on-going business concern or its ability to fulfil its obligations under
this Framework Agreement or any Call-Off Agreement.
7.2 The Supplier shall promptly notify the Authority in writing:
7.2.1 of any material detrimental change in the financial standing and/or credit rating of the
Supplier;
7.2.2 if the Supplier undergoes a change of control within the meaning of section 450 of the
Corporation Tax Act 2010 (a "Change of Control"); and
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7.2.3 provided this does not contravene any Law, of any circumstances suggesting that a
Change of Control is planned or in contemplation.
7.3 Each time a Call-Off Agreement is entered into the warranties, representations and
undertakings in Clause 7.1 shall be deemed to be repeated by the Supplier with reference to
the circumstances existing at the time that they are deemed to be repeated.
7.4 For the avoidance of doubt, the fact that any provision within this Framework Agreement is
expressed as a warranty shall not preclude any right of termination the Authority may have in
respect of breach of that provision by the Supplier.
7.5 The Supplier acknowledges and agrees that:
7.5.1 the warranties, representations and undertakings contained in this Framework

Agreement are material and are designed to induce the Authority into entering into this
Framework Agreement and to induce the Authority and each and every other
Contracting Body to enter into Call-Off Agreements;
7.5.2 the Authority has been induced into entering into this Framework Agreement and in
doing so has relied upon the warranties, representations and undertakings contained in
this Framework Agreement; and
7.5.3 each Contracting Body will (amongst other things) on each and every occasion that it
enters into a Call-Off Agreement be induced into doing so by, and in being so induced
shall rely upon, the warranties, representations and undertakings contained in this
8 PREVENTION OF BRIBERY AND CORRUPTION
8.1 The Supplier shall not:
8.1.1 offer or give, or agree to offer or give, any gift or other consideration of any kind to any
employee, agent, servant or representative of the Authority or any Contracting Body,
which gift or consideration could act as an inducement or a reward for any act or failure
to act in relation to this Framework Agreement or any other contract with any Relevant
Person;
8.1.2 engage in and shall procure that all Supplier Staff or any person acting on the
Supplier's behalf shall not commit, in connection with this Framework Agreement, a
Prohibited Act under the Bribery Act 2010, or any other relevant Laws, statutes,
regulations or codes in relation to bribery and anti-corruption.
8.2 The Supplier warrants, represents and undertakes to the Authority that it has not:
8.2.1 in entering into this Framework Agreement breached the undertakings in Clause 8.1; or
8.2.2 paid commission or agreed to pay commission to the Authority, any Contracting Body
or any other public body or any person employed by or on behalf of the Authority, any
Contracting Body or any other public body in connection with this Framework
Agreement; or
8.2.3 entered into this Framework Agreement with knowledge, that, in connection with it, any
money has been, or will be, paid to any person working for or engaged by the Authority
in connection with this Framework Agreement, or any other Contracting Body, or that
an agreement has been reached to that effect, unless details of any such arrangement
have been disclosed in writing to the Authority before execution of this Framework
Agreement,
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and agrees that each time a Call-Off Agreement is entered into the above warranties,
representations and undertakings shall be deemed to be repeated by the Supplier with
reference to the circumstances existing at the time that they are deemed to be repeated.
8.3 The Supplier shall:
8.3.1 in relation to this Framework Agreement and each Call-Off Agreement, act in
accordance with the Ministry of Justice Guidance;
8.3.2 immediately notify the Authority if it suspects or becomes aware of any breach of this
Clause 8; and
8.3.3 respond promptly to any of the Authority's enquiries regarding any breach, potential
breach or suspected breach of this Clause 8 and the Supplier shall co-operate with any
investigation and allow the Authority to audit the Supplier's books, records and any
other relevant documentation in connection with the breach.
8.4 Any audit conducted pursuant to Clause 8.3.3 shall be in addition to the number of audits
permitted under Clause 15.
8.5 If the Supplier, the Supplier Staff or any person acting on the Supplier's behalf, in all cases
whether or not acting with the Supplier's knowledge, breaches:
8.5.1 this Clause 8; or
8.5.2 the Bribery Act 2010 in relation to this Framework Agreement, any Call-Off Agreement
or any other contract with the Authority or any person employed by or on behalf of the
Authority,
the Authority shall be entitled to terminate this Framework Agreement by written notice with
immediate effect in accordance with Clause 24.1 (Termination for Bribery and Corruption).
8.6 Without prejudice to its other rights and remedies under this Clause 8, the Authority shall be
entitled to recover the amount of value of any such gift, consideration or commission in full from
the Supplier and the Supplier shall on demand indemnify the Authority in full from and against
any other loss sustained by the Authority in consequence of any breach of this Clause 8.
8.7 For the avoidance of doubt, the Parties agree that the Management Charge payable in
accordance with Clause 14 does not constitute a payment of commission for the purposes of
this Clause 8.
9 SAFEGUARD AGAINST FRAUD
9.1 The Supplier shall take all reasonable steps, in accordance with Good Industry Practice, to
prevent any Fraud by the Supplier and the Supplier Staff.
9.2 The Supplier shall notify the Authority in writing and immediately if it has reason to suspect that
any Fraud has occurred, is occurring or is likely to occur save where complying with this
provision would cause the Supplier or its employees to commit an offence under the Proceeds
of Crime Act 2002 or the Terrorism Act 2000.
9.3 If the Supplier or the Supplier Staff commits Fraud, the Authority may:
9.3.1 terminate this Framework Agreement in accordance with Clause 24.2 and recover from
the Supplier the amount of any loss suffered by the Authority resulting from such
termination, including the costs reasonably incurred by the Authority of making other
arrangements for the supply of the Services and any additional expenditure incurred by
the Authority throughout the remainder of the Term; or
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9.3.2 recover in full from the Supplier, and the Supplier shall on demand indemnify in full and
hold the Authority harmless from and against, any other loss sustained by the Authority
in consequence of any breach of this Clause 9.
10 CALL-OFF AGREEMENT PERFORMANCE
10.1 The Supplier shall perform all its obligations under all Call-Off Agreements entered into with the
Contracting Bodies:
10.1.1 in accordance with the requirements of this Framework Agreement;
10.1.2 in accordance with the terms and conditions of the respective Call-Off Agreements; and
10.1.3 in compliance with all applicable Laws.
10.2 The Supplier shall draw any conflict between any of the requirements of sub-Clauses 10.1.1 or
10.1.2 and those of sub-Clause 10.1.3 to the attention of the Authority and shall comply with
the Authority's decision on the resolution of that conflict.
10.3 For the purposes of Clause 10.1 if there is any conflict between the requirements of this
Framework Agreement and the terms and conditions of any Call-Off Agreement the conflict
shall be resolved in accordance with the following order of precedence:
10.3.1 this Framework Agreement;
10.3.2 the Call-Off Agreement; and
10.3.3 any other document referred to in the Call-Off Agreement (not including this Framework
Agreement).
11 STATUTORY REQUIREMENTS AND STANDARDS
11.1 The Supplier shall be responsible for obtaining and maintaining all licences, authorisations,
consents or permits required in relation to the performance of its obligations under this
Framework Agreement and any Call-Off Agreement.
11.2 Processes used in connection with the provision of the Services shall be in accordance with
this Framework Agreement.
11.3 On the request of the Authority Representative, the Supplier shall provide proof to the
Authority's reasonable satisfaction that the processes used, or proposed to be used, conform to
the Framework Agreement.
11.4 To the extent that the standard of work has not been set out in this Framework Agreement, the
Supplier shall use the best applicable techniques and standards and perform this Framework
Agreement with all reasonable care, skill and diligence, and in accordance with Good Industry
Practice.
11.5 The Supplier warrants and represents that all Supplier Staff assigned to the performance of the
Services shall possess and exercise such qualifications, skill and experience as are necessary
for the proper performance of the Services.
12 NON-DISCRIMINATION
12.1 The Supplier shall not, and shall procure that the Supplier Staff and Sub-Contractors do not,
unlawfully discriminate either directly or indirectly within the meaning and scope of any Law,
enactment, order or regulation relating to discrimination on grounds of race, gender, religion or
religious belief, colour, ethnic or national origin, disability, sexual orientation, age or otherwise
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when performing their obligations under this Framework Agreement and any Call-Off
Agreement.
12.2 The Supplier shall take all reasonable steps to secure the observance of Clause 12.1 by all the
Supplier Staff and shall comply with any policy of the Authority on the matters set out in
Clause 12.1, as reasonably directed by the Authority in writing.
12.3 In performing its obligations under this Framework Agreement and any Call-Off Agreements,
the Supplier shall treat all Contracting Bodies in the same manner, regardless of their size.
PART THREE: SUPPLIER'S INFORMATION AND PAYMENT OBLIGATIONS
13 PROVISION OF MANAGEMENT INFORMATION
13.1 The Supplier shall, at no charge to the Authority, submit to the Authority complete and accurate
Management Information in accordance with the provisions of Framework Schedule 6
(Management Information).
13.2 The Supplier grants the Authority a non-exclusive, transferable, perpetual, irrevocable, royalty
free licence to use and to share with any Contracting Body and/or Relevant Person any
Management Information supplied to the Authority for the purposes of the normal operational
activities of the Authority and each Contracting Body, including administering this Framework
Agreement and/or all Call-Off Agreements, monitoring public sector expenditure, identifying
savings or potential savings and planning future procurement activity.
13.3 In the event the Authority shares the Management Information with any Contracting Body, the
Authority shall inform such Contracting Body of the sensitive nature of that information and
shall be requested not to disclose it to any person who is not a Crown body or another
Contracting Body (unless required to do so by Law or save as permitted under any Call-Off
Agreement).
14 MANAGEMENT CHARGE
14.1 In consideration of the establishment and award of this Framework Agreement and the
management and administration by the Authority of the same, the Supplier agrees to pay to the
Authority the Management Charge in accordance with Clause 14.2.
14.2 The Authority shall be entitled to submit invoices to the Supplier in respect of the Management
Charge due each Month based on the Management Information provided pursuant to
Framework Schedule 6 (Management Information), and adjusted:
14.2.1 in accordance with paragraphs 5.5 to 5.8 of Framework Schedule 6 (Management

Information) to take into account any Admin Fee(s) that may have accrued in respect of
the late provision of Management Information; and
14.2.2 pursuant to paragraph 6 of Framework Schedule 6 (Management Information) to take

into account any under-payment of the Management Charge.
14.3 Unless agreed otherwise in writing, the Supplier shall pay electronically via BACS the amount
stated in any invoice submitted under Clause 14.2 within thirty (30) calendar days of the date of
issue of the invoice.
14.4 The Management Charge shall apply to the full Charges as specified in each and every Order
and shall be subject to any discounts to the Framework Prices as set out in Schedule 2
(Charging Structure) and any other deductions as may be applicable under individual Call-Off
Agreements.
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14.5 The Management Charge shall be exclusive of VAT. The Supplier shall pay an amount in
respect of VAT on the Management Charge at the rate and in the manner prescribed by Law
from time to time.
14.6 Interest shall be payable on any late payments of the Management Charge or of rebates
payable pursuant to paragraph 4 of Framework Schedule 2 (Charging Structure) in accordance
with the Late Payment of Commercial Debts (Interest) Act 1998.
14A RECOVERY OF SUMS DUE
14A.1 Whenever under this Framework Agreement or a Call-Off Agreement any sum of money is
recoverable from or payable by the Supplier (including any sum which the Supplier is liable to
pay to the Authority in respect of any breach of this Framework Agreement or any Call-Off
Agreement), the Authority may deduct that sum from any sum then due or which at any later
time becomes due to the Supplier under this Framework Agreement or any Call-Off Agreement
or under any other contract with the Authority or with any other department, office or agency of
the Crown.
14A.2 The Authority shall give at least twenty one (21) days' notice to the Supplier of its intention to
make a deduction under 14A.1, giving particulars of the sum to be recovered and the payment
from which the deduction is to be made.
14A.3 Any overpayment by the Authority to the Supplier including the Contract Charges and Value
Added Tax, shall be a sum of money recoverable by the Authority from the Supplier.
15 RECORDS AND AUDIT ACCESS
15.1 The Supplier shall keep and maintain until six (6) Years after the date of termination or expiry
(whichever is the earlier) of this Framework Agreement or, if later, any Call-Off Agreement (or
such other longer period as may be agreed between the Parties), full and accurate records and
accounts of the operation of this Framework Agreement including the Services provided under
it, the Call-Off Agreements entered into with Contracting Bodies and the amounts paid by each
Contracting Body.
15.2 The Supplier shall keep the records and accounts referred to in Clause 15.1 in accordance with
Good Industry Practice.
15.3 The Supplier shall provide the Authority with a completed annual Self Audit Certificate in
respect of each Contract Year of this Framework Agreement. Self Audit Certificates shall be
completed by a responsible senior member of the Supplier’s management team or by the
Supplier’s external auditor confirming that tests have been completed on a representative
sample of Orders to provide assurance that:
15.3.1 all Orders are clearly identified in the Supplier’s order processing/ invoicing systems
as Orders under the Framework and where required, Orders are correctly reported in
the MI returns;
15.3.2 all related invoices are completely and accurately included in the MI returns; and
15.3.3 all Charges comply with Framework requirements in Schedule 2.
15.4 The Supplier shall afford each of the Authority (or relevant Contracting Body), the National
Audit Office and/or auditor appointed by the Audit Commission ("Auditors") and their
respective representatives access to the records and accounts referred to in Clause 15.1 at the
Supplier's premises and/or provide copies of such records and accounts, as may be required
and agreed with the Authority (or relevant Contracting Body or Auditors) from time to time, in
order that the Authority (or relevant Contracting Body or Auditors) may carry out an inspection
including for the following purposes:
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15.4.1 to verify the accuracy of Charges (and proposed or actual variations to them in
accordance with this Framework Agreement);
15.4.2 to review the integrity, confidentiality and security of the Authority Personal Data held
or used by the Supplier;
15.4.3 to review the Supplier's compliance with the Data Protection Legislation in accordance
with this Framework Agreement and any other Laws;
15.4.4 to review the Supplier's compliance with its benchmarking obligations set out in
Framework Schedule 5 (Value for Money);
15.4.5 to review the Supplier's compliance with its security obligations;
15.4.6 to review any books of accounts kept by the Supplier in connection with the provision of
the Services; and
15.4.7 to ensure that the Supplier is complying with its obligations under this Framework
Agreement and any Call-Off Agreement.
15.5 The Supplier shall provide such records and accounts (together with copies of the Supplier's
published accounts) on request during the Term and for a period of six (6) Years after expiry of
the Term or any Call-Off Agreement, if later, to the Authority (or relevant Contracting Body or
Auditors) and/or its internal and external auditors.
15.6 The Authority shall use reasonable endeavours to ensure that the conduct of each Audit does
not unreasonably disrupt the Supplier or delay the provision of any Services pursuant to any
Call-Off Agreement, save insofar as the Supplier accepts and acknowledges that control over
the conduct of Audits carried out by the Auditors is outside of the control of the Authority.
15.7 Subject to the Authority's obligations of confidentiality, the Supplier shall on demand provide
the Auditors with all reasonable co-operation and assistance in relation to each Audit, including
by providing:
15.7.1 all information within the scope of the Audit requested by the Auditors;
15.7.2 reasonable access to any sites controlled by the Supplier and to equipment used in the
provision of the Services (and/or Ordered Services as appropriate); and
15.7.3 reasonable access to the Supplier Staff.
15.8 If an Audit reveals that the Supplier has underpaid an amount equal to or greater than one per
cent (1%) of the Management Charge due in respect of any Monthly reporting and accounting
period relating to this Framework Agreement and any Call-Off Agreements, or where
Clause 15.9 applies, then the Supplier shall reimburse the Authority its reasonable costs
incurred in relation to the Audit.
15.9 If an Audit reveals:
15.9.1 that the Supplier has underpaid an amount equal to or greater than five per cent (5%)
of the Management Charge due in respect of any Monthly reporting and accounting
period relating to this Framework Agreement and any Call-Off Agreements;
15.9.2 a Material Default; and/or
15.9.3 a Persistent Failure;
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the Authority shall (in addition to the right to be reimbursed in Clause 15.8) be entitled to
exercise its rights to terminate this Framework Agreement pursuant to Clause 24.3.
15.10 The Parties agree that they shall bear their own respective costs and expenses incurred in
respect of compliance with their obligations under this Clause 15, save as specified in
Clause 15.8.
16 CONTRACTING BODY SATISFACTION MONITORING
16.1 The Authority may from time to time undertake (or procure the undertaking of) a Contracting
Body satisfaction survey (a "Contracting Body Satisfaction Survey") the purpose of which
shall include:
16.1.1 assessing the level of satisfaction among some or all Contracting Bodies with the
Ordered Services (including the way in which the Ordered Services are provided,
performed and delivered) and, in particular, with the quality, efficiency and
effectiveness of the supply of the Ordered Services;
16.1.2 monitoring the compliance by the Supplier with this Framework Agreement and any
Call-Off Agreements; and
16.1.3 such other assessment as it may deem appropriate for monitoring Contracting Body
satisfaction.
16.2 The Authority and the Contracting Bodies shall be entitled, but not obliged, to use the results of
any Contracting Body Satisfaction Survey to make decisions under or in relation to this
Framework Agreement and any Call-Off Agreements.
17 CONFIDENTIALITY
17.1 Except to the extent set out in this Clause 17 or where disclosure is expressly permitted
elsewhere in this Framework Agreement, each Party shall:
17.1.1 treat all Confidential Information belonging to the other Party as confidential and
safeguard it accordingly; and
17.1.2 not disclose any Confidential Information belonging to the other Party to any other
person without the prior written consent of the other Party, except to such persons and
to such extent as may be necessary for the performance of this Framework Agreement
or any Call-Off Agreement or except where disclosure is otherwise expressly permitted
by the provisions of this Framework Agreement, any Call-Off Agreement or is a
requirement of Law.
17.2 The Supplier shall ensure that the Supplier Staff are aware of, and shall use its best
endeavours to ensure that the Supplier Staff comply with, the Supplier's confidentiality
obligations under this Framework Agreement.
17.3 The Supplier shall not, and shall procure that the Supplier Staff do not, use any of the Authority
Confidential Information received otherwise than for the purposes permitted by this Framework
Agreement.
17.4 The provisions of Clauses 17.1 to 17.3 shall not apply to any Confidential Information received
by one Party from the other which:
17.4.1 is or becomes public knowledge (otherwise than by breach of this Clause 17); or
17.4.2 is provided for the purpose of obtaining professional advice; or
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17.4.3 was in the possession of the receiving Party, without restriction as to its disclosure,
before receiving it from the disclosing Party; or
17.4.4 is received from a third party who lawfully acquired it and who is under no obligation
restricting its disclosure; or
17.4.5 is information independently developed without access to the Confidential Information;

or
17.4.6 must be disclosed pursuant to a statutory, legal or parliamentary obligation placed

upon the Party making the disclosure, including any requirements for disclosure under
Clause 18 (Transparency) and/or the FOIA, or the Environmental Information
Regulations pursuant to Clause 21 (Freedom of Information).
17.5 Nothing in this Framework Agreement shall prevent the Authority from disclosing the Supplier
Confidential Information including the Management Information obtained under Clause 13
(Management Information):
17.5.1 for the purpose of the examination and certification of the Authority's accounts;
17.5.2 for the purpose of any examination pursuant to section 6(1) of the National Audit Act
1983 of the economy, efficiency and effectiveness with which the Authority has used its
resources; or
17.5.3 to any government department or any other Contracting Body,
and the Supplier hereby acknowledges that all government departments or Contracting Bodies
receiving such Supplier Confidential Information may further disclose the Supplier Confidential
Information to other government departments or Contracting Bodies on the basis that the
information is confidential and is not to be disclosed to a third party which is not part of any
government department or any Contracting Body (unless disclosure is required by Law or is
permitted under any Call-Off Agreement).
17.6 The Supplier acknowledges and agrees that information relating to Orders placed by a
Contracting Body, including Service Levels, pricing information (which includes information on
prices tendered in a further competition, even where an Order is not placed) and the terms of
any Call-Off Agreement may be shared with any Crown bodies or any Contracting Body from
time to time. The Authority shall use reasonable endeavours to notify the recipient of such
information that its contents are confidential.
17.7 Nothing in Clauses 17.1 to 17.3 shall prevent either Party or any Contracting Body from using
any techniques, ideas or Know-How gained during the performance of its obligations under this
Framework Agreement or any Call-Off Agreements in the course of its normal business, to the
extent that this does not result in a disclosure of the other Party's (or relevant Contracting
Body’s) Confidential Information or an infringement of the other Party's (or relevant Contracting
Body’s) Intellectual Property Rights.
17.8 Clauses 17.1 to 17.3 shall operate without prejudice to and be read subject to the application of
the Official Secrets Acts 1911 to 1989 to any Confidential Information.
17.9 In order to ensure that no unauthorised person gains access to any Confidential Information or
any data obtained in performance of this Framework Agreement, the Supplier undertakes to
maintain adequate security arrangements that meet the requirements of Good Industry
Practice.
17.10 The Supplier shall immediately notify the Authority of any breach of security in relation to
Authority Confidential Information obtained in the performance of this Framework Agreement
and any Call-Off Agreements and shall keep a record of such breaches. The Supplier shall use
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its best endeavours to recover such Authority Confidential Information however it may be
recorded. This obligation is in addition to the Supplier's obligations under Clauses 17.1 to 17.3.
The Supplier shall co-operate with the Authority in any investigation that the Authority considers
necessary to undertake as a result of any breach of security in relation to Authority Confidential
Information.
17.11 The Supplier shall, at its own expense, alter any security systems used in connection with the
performance of this Framework Agreement or any Call-Off Agreement at any time during the
Term at the request of the Authority or relevant Contracting Body if the Authority or relevant
Contracting Body believes (acting reasonably) the Supplier has failed to comply with
Clause 17.2.
18 TRANSPARENCY
18.1 The Parties acknowledge that, except for any information which is exempt from disclosure in
accordance with the provisions of the FOIA, the content of this Framework Agreement is not
Confidential Information. The Authority shall be responsible for determining in its absolute
discretion whether any of the content of this Framework Agreement is exempt from disclosure
in accordance with the provisions of the FOIA.
18.2 Notwithstanding any other term of this Framework Agreement, the Supplier hereby gives its
consent for the Authority to publish this Framework Agreement in its entirety (subject only to
redaction of any information that the Authority determines is exempt from disclosure in
accordance with the provisions of FOIA) including from time to time agreed changes to this
18.3 The Authority may consult with the Supplier to help with its decision regarding any exemptions
under Clause 18.1 but the Authority shall have the final decision in its absolute discretion.
18.4 The Supplier shall assist and cooperate with the Authority to enable the Authority to publish this
19 OFFICIAL SECRETS ACTS
The Supplier shall comply with and shall ensure that the Supplier Staff comply with, the
provisions of:
19.1 the Official Secrets Acts 1911 to 1989; and
19.2 section 182 of the Finance Act 1989.
20 DATA PROTECTION
20.1 With respect to the Parties' rights and obligations under this Framework Agreement, the Parties
agree that the Authority is the Data Controller and that the Supplier is the Data Processor in
relation to the Authority Personal Data. The Supplier shall (and shall procure that Supplier
Staff) comply with any notification requirements under the DPA and both Parties will duly
observe all their obligations under the DPA which arise in connection with this Framework
Agreement.
20.2 Notwithstanding the general obligation in Clause 20.1, where the Supplier is Processing
Authority Personal Data for the Authority the Supplier shall ensure that it has in place
appropriate technical and organisational measures to ensure the security of the Authority
Personal Data (and to guard against unauthorised or unlawful Processing of the Authority
Personal Data and against accidental loss or destruction of, or damage to, the Authority
Personal Data), as required under the Seventh Data Protection Principle in Schedule 1 to the
DPA and shall:
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20.2.1 provide the Authority with such information as the Authority may reasonably request to
satisfy itself that the Supplier is complying with its obligations under the DPA;
20.2.2 promptly notify the Authority of any breach of the security measures to be put in place
pursuant to this Clause; and
20.2.3 ensure that it does not knowingly or negligently do or omit to do anything which places
the Authority in breach of its obligations under the DPA.
20.3 The provisions of this Clause shall apply during the Term and indefinitely after the termination
or expiry of this Framework Agreement.
20.4 The Supplier shall not cause or permit to be Processed, stored, accessed or otherwise
transferred outside the European Economic Area any Authority Personal Data supplied to it by
the Authority or any Contracting Body without Approval or the prior written consent of the
relevant Contracting Body, as the case may be, and, where the Authority or relevant
Contracting Body consents to such Processing, storing, accessing or transfer outside the
European Economic Area, shall comply with:
20.4.1 the obligations of a Data Controller under the Eighth Data Protection Principle set out in
Schedule 1 of the DPA by providing an adequate level of protection to any Authority
Personal Data that is so Processed, stored, accessed or transferred; and
20.4.2 any reasonable instructions notified to it by the Authority or relevant Contracting Body.
21 FREEDOM OF INFORMATION
21.1 The Supplier acknowledges that the Authority is subject to the requirements of the FOIA and
the Environmental Information Regulations and shall assist and co-operate with the Authority to
enable the Authority to comply with its Information disclosure obligations.
21.2 The Supplier shall and shall procure that its Sub-Contractors shall:
21.2.1 transfer to the Authority all Requests for Information that it receives as soon as
practicable and in any event within two (2) Working Days of receiving a Request for
Information;
21.2.2 provide the Authority with a copy of all Information that is relevant to a Request for
Information and in its control, possession or power, in the form that the Authority
requests within five (5) Working Days (or such other period as the Authority may
specify) of the Authority's request; and
21.2.3 provide all necessary assistance reasonably requested by the Authority to enable the
Authority to respond to the Request for Information within the time for compliance set
out in section 10 of the FOIA or regulation 5 of the Environmental Information
Regulations.
21.3 The Authority shall be responsible for determining in its absolute discretion and notwithstanding
any other provision in this Framework Agreement or any other agreement whether the
Commercially Sensitive Information and/or any other Information is exempt from disclosure in
accordance with the provisions of the FOIA or the Environmental Information Regulations.
21.4 In no event shall the Supplier respond directly to a Request for Information without prior
Approval.
21.5 The Supplier acknowledges that (notwithstanding the provisions of this Clause 21) the Authority
may, acting in accordance with the Ministry of Justice Codes, be obliged under the FOIA or the
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Environmental Information Regulations to disclose information concerning the Supplier or the

Services:
21.5.1 in certain circumstances without consulting the Supplier; or
21.5.2 following consultation with the Supplier and having taken the Supplier’s views into
account,
provided always that where this Clause 21.5 applies the Authority shall, in accordance with any
recommendations of the Code, take reasonable steps, where appropriate, to give the Supplier
advance notice, or failing that, to draw the disclosure to the Supplier's attention after any such
disclosure.
21.6 The Supplier shall ensure that all Information is retained for disclosure in accordance with
Clause 15 (Records and Audit Access) and shall permit the Authority to inspect such records
as requested from time to time.
21.7 The Supplier acknowledges that the Commercially Sensitive Information listed in Framework
Schedule 8 (Commercially Sensitive Information) is of an indicative nature only and that the
Authority may be obliged to disclose it in accordance with Clause 21.5.
22 PUBLICITY AND BRANDING
22.1 The Authority shall be entitled to publicise this Framework Agreement in accordance with any
legal obligation upon the Authority, including any examination of this Framework Agreement by
the National Audit Office pursuant to the National Audit Act 1983 or otherwise.
22.2 The Supplier shall not do anything or cause anything to be done which may damage the
reputation of the Authority or bring the Authority into disrepute.
22.3 The Supplier shall at all times during the Term on written demand fully indemnify the Authority
and keep the Authority fully indemnified against all losses, incurred by, awarded against or
agreed to be paid by the Supplier arising out of any claim or infringement or alleged
infringement (including the defence of such infringement or alleged infringement) resulting from
the Supplier's use of the Authority’s logo.
23 MARKETING
23.1 The Authority may from time to time require the Supplier to provide such information as
necessary for the update of marketing materials, in the form of a completed template (as
provided by the Authority together with instructions for completion).
23.2 The Supplier’s failure to comply with Clause 23.1 may result in the Supplier's exclusion from
such marketing materials.
23.3 The Supplier acknowledges that any marketing materials in relation to this Framework
Agreement that the Supplier produces must comply in all respects with the Branding Guidance.
PART FOUR: FRAMEWORK AGREEMENT TERMINATION AND SUSPENSION
24 TERMINATION
Termination for Bribery and Corruption
24.1 The Authority may terminate this Framework Agreement by serving notice on the Supplier in
writing with effect from the date specified in such notice where the conduct prohibited or in
Clauses 8.1 or 8.2 has occurred.
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Termination in relation to Fraud
writing with effect from the date specified in such notice where the conduct referred to in
Clause 9.3 has occurred.
Termination on Audit
writing with effect from the date specified in such notice in the circumstances set out in
Clause 15.9.
Termination on Breach of Obligations of Confidentiality
writing with effect from the date specified in such notice where the Supplier fails to comply with
any of Clauses 17.1 to 17.3.
Termination in relation to Official Secrets Act
writing with effect from the date specified in such notice where the Supplier is in breach of its
obligations under Clause 19.
Termination on Failure to Agree Variation
writing with effect from the date specified in such notice where the Parties fail to agree to a
variation as referred to in Clause 30.2.
Termination on Material Default
24.7 The Authority may terminate this Framework Agreement by serving written notice on the
Supplier with effect from the date specified in such notice where the Supplier commits a
Material Default and if:
24.7.1 the Supplier has not remedied the Material Default to the satisfaction of the Authority
within twenty (20) Working Days, or such other period as may be specified by the
Authority, after issue of a written notice specifying the Material Default and requesting it
to be remedied; or
24.7.2 the Material Default is not, in the reasonable opinion of the Authority, capable of
remedy.
Termination on Persistent Failure
writing with effect from the date specified in such notice where a Persistent Failure has
occurred.
Termination for Financial Standing
writing with effect from the date specified in such notice:
24.9.1 where (in the reasonable opinion of the Authority) there is a material detrimental
change in the financial standing and/or the credit rating of the Supplier which:
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24.9.1.1 adversely impacts on the Supplier's ability to supply the Services under this
Framework Agreement or any Call-Off Agreement; or
24.9.1.2 could reasonably be expected to have an adverse impact on the Supplier’s ability
to supply the Services under this Framework Agreement or any Call-Off
Agreement; or
24.9.2 if the Supplier demerges into two or more firms, merges with another firm,
incorporates or otherwise changes its legal form and the new entity has or could
reasonably be expected to have a materially less good financial standing or weaker
credit rating than the Supplier.
Termination on Insolvency
24.10 The Authority may terminate this Framework Agreement with immediate effect by notice in
writing where in respect of the Supplier:
24.10.1 a proposal is made for a voluntary arrangement within Part I of the Insolvency Act
1986 or of any other composition scheme or arrangement with, or assignment for
the benefit of, its creditors; or
24.10.2 a shareholders', members’ or partners’ meeting is convened for the purpose of

considering a resolution that it be wound up or dissolved or a resolution for its
winding-up or dissolution is passed (other than as part of, and exclusively for the
purpose of, a bona fide reconstruction or amalgamation); or
24.10.3 a petition is presented for its winding up (which is not dismissed within five (5)
Working Days of its service) or an application is made for the appointment of a
provisional liquidator or a creditors' meeting is convened pursuant to section 98 of
the Insolvency Act 1986; or
24.10.4 a receiver, administrative receiver or similar officer is appointed over the whole or any
part of its business or assets; or
24.10.5 a creditor or encumbrancer attaches or takes possession of, or a distress, execution,

sequestration or other such process is levied or enforced on or sued against, the
whole or any part of its assets and such attachment or process is not discharged
within ten (10) Working Days; or
24.10.6 an application or an administration order is made either for the appointment of an

administrator or for an administration order and an administrator is appointed, or
notice of intention to appoint an administrator is given; or
24.10.7 it is or becomes insolvent within the meaning of section 123 of the Insolvency Act
1986; or
24.10.8 being a "small company" within the meaning of section 382(3) of the Companies Act
2006, a moratorium comes into force in relation to it pursuant to Schedule A1 of the
Insolvency Act 1986; or
24.10.9 being an individual, or where the Supplier is a firm, any partner or partners in that firm
who together are able to exercise direct or indirect control of the firm, shall at any
time become bankrupt or shall have a receiving order or administration order made
against him or them or shall make any composition or arrangement with or for the
benefit of his or their creditors, or shall make any conveyance or assignment for the
benefit of his or their creditors, or shall purport to do any of these things, or appears
or appear unable to pay or to have no reasonable prospect of being able to pay a
debt within the meaning of section 268 of the Insolvency Act 1986, or he or they
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shall become apparently insolvent within the meaning of the Bankruptcy (Scotland)
Act 1985 as amended by the Bankruptcy (Scotland) Act 1993, or any application
shall be made under any bankruptcy or insolvency act for the time being in force for
sequestration of his or their estate(s), or a trust deed shall be granted by him or
them on behalf of his or their creditors; or
24.10.10 any event analogous to those listed in Clauses 24.10.1 to Clause 24.10.9 (inclusive)
occurs under the law of any other jurisdiction.
Termination on Change of Control
24.11 The Authority may terminate this Framework Agreement by giving notice in writing to the
Supplier with immediate effect within six (6) Months of:
24.11.1 being notified in writing that a Change of Control has occurred; or
24.11.2 where no notification has been made, the date that the Authority becomes aware of
the Change of Control,
if it believes, acting reasonably, that such change is likely to have an adverse effect on the
provision of the Services, but it shall not be permitted to terminate this Framework Agreement
where Approval of the Change of Control was granted prior to the Change of Control.
Termination by the Authority on Notice
24.12 The Authority shall have the right to terminate this Framework Agreement any time after the
Commencement Date by giving at least three (3) Months' written notice to the Supplier.
Termination in relation to Value for Money
writing with effect from the date specified in such notice if the Supplier refuses or fails to comply
with its obligations as set out in paragraph 2 of Framework Schedule 5 (Value for Money).
Termination for Serious Misconduct
writing with effect from the date specified in such notice where the Supplier is a partnership or a
limited liability partnership or an individual, or where the provider is a firm, any partner in that
firm:
24.14.1 is convicted of a criminal offence relating to the conduct of its business or profession;
or
24.14.2 commits an act of Grave Misconduct; or
24.14.3 fails to comply with any obligations relating to the payment of any taxes or social
security contributions; or
24.14.4 makes any serious misrepresentations in the tendering process for any project or
matter in which the public sector has or had a significant participation; or
24.14.5 fails to obtain any necessary licences or obtain or maintain membership of any
relevant body.
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Termination on Dissolution of Partnership
24.15 The Authority may terminate this Framework Agreement with immediate effect by notice in
writing on dissolution of the Supplier where the Supplier is a partnership or a limited liability
partnership.
Partial Termination
24.16 Where the Authority is entitled to terminate this Framework Agreement pursuant to any of the
provisions set out in Clauses 24.1 to 24.15 (inclusive) the Authority may alternatively terminate
this Framework Agreement in part only, provided always that the parts of this Framework
Agreement not terminated can operate effectively to deliver the intended purpose of this
25 SUSPENSION OF SUPPLIER'S APPOINTMENT
25.1 Without prejudice to the Authority's rights to terminate this Framework Agreement as set out in
Clause 24 (Termination), if the Authority reasonably believes that a Material Default, Persistent
Failure or Grave Misconduct has occurred, the Authority may suspend the Supplier's
appointment to provide Services to Contracting Bodies under this Framework Agreement by
giving notice in writing to the Supplier and the Supplier agrees that it shall not be entitled to
enter into any new Order during such suspension period.
25.2 The Parties acknowledge that suspension shall not affect the Supplier's obligation to perform
any existing Call-Off Agreements concluded prior to the suspension notice. If the Authority
provides notice to the Supplier in accordance with this Clause 25, the Supplier's appointment
under this Framework Agreement shall be suspended for the period set out in such notice or
such other period notified to the Supplier by the Authority in writing from time to time.
26 CONSEQUENCES OF TERMINATION AND EXPIRY
26.1 Notwithstanding the service of a notice to terminate this Framework Agreement, the Supplier
shall continue to fulfil its obligations under this Framework Agreement until the date of expiry or
termination of this Framework Agreement or such other date as required under this Clause 26.
26.2 Termination or expiry of this Framework Agreement shall not cause any Call-Off Agreements to
terminate automatically. For the avoidance of doubt, all Call-Off Agreements shall remain in
force unless and until they are terminated or expire in accordance with the terms of the Call-Off
Agreements and the Supplier shall continue to pay any Management Charges due to the
Authority in relation to such Call-Off Agreements, notwithstanding the termination or expiry of
26.3 Within ten (10) Working Days of the date of termination or expiry of this Framework Agreement,
the Supplier shall return to the Authority any Authority Confidential Information in the Supplier's
possession, power or control, either in its then current format or in a format nominated by the
Authority, and any other information and all copies thereof owned by the Authority.
26.4 Termination or expiry of this Framework Agreement shall be without prejudice to any rights,
remedies or obligations of either Party accrued under this Framework Agreement prior to
termination or expiry.
26.5 The provisions of Clauses 3 (Scope of Framework Agreement), 6 (Ordering Procedures), 7

(Warranties and Representations), 8 (Prevention of Bribery and Corruption), 9 (Safeguard
Against Fraud), 10 (Call-Off Agreement Performance), 13 (Provision of Management
Information), 14 (Management Charge), 14A (Recovery of Sums Due), 15 (Records and Audit
Access), 17 (Confidentiality), 19 (Official Secrets Acts), 20 (Data Protection), 21 (Freedom of
Information), 26 (Consequences of Termination and Expiry), 27 (Liability), 28 (Insurance), 31
(Rights of Third Parties), 34 (Waiver and Cumulative Remedies) and 42 (Law and Jurisdiction),
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Framework Schedules: 1 (Services), 2 (Charging Structure), 3 (Ordering Procedure), 5 (Value

for Money), 6 (Management Information), 7 (Self Audit Certificate), 8 (Commercially Sensitive
Information), 9 (Framework Management) and, without limitation to the foregoing, any other
provision of this Framework Agreement which expressly or by implication is to be performed or
observed notwithstanding termination or expiry shall survive the termination or expiry of this
PART FIVE: INSURANCE AND LIABILITY
27 LIABILITY
27.1 Neither Party excludes or limits its liability for:
27.1.1 death or personal injury; or
27.1.2 fraud or fraudulent misrepresentation by it or its employees.
27.2 Subject to Clauses 27.1 and 27.5, and without prejudice to Clause 27.6, each Party's total
aggregate liability (whether expressed as an indemnity or otherwise) in connection with this
Framework Agreement in each twelve (12) Month period during the Term (whether in contract,
tort (including negligence), breach of statutory duty or howsoever arising) shall be limited to a
sum equivalent to one hundred and twenty five percent (125%) of the Management Charge
paid and payable in the Contract Year during which the default occurred. For the avoidance of
doubt, the Parties acknowledge and agree that this Clause 27 shall not limit the Supplier’s
liability under any Call-Off Agreement
27.3 Subject to Clauses 27.1 and 27.2, the Supplier shall fully indemnify and keep indemnified the
Authority on demand in full from and against all claims, proceedings, actions, damages, costs,
expenses and any other liabilities whatsoever arising out of, in respect of or in connection with
the supply, or the late or purported supply, of the Services or the performance or non-
performance by the Supplier of its obligations under this Framework Agreement and the
Authority’s financial loss arising from any advice given or omitted to be given by the Supplier, or
any other loss which is caused by any act or omission of the Supplier.
27.4 NOT USED
27.5 Subject to Clauses 27.1 and 27.6, in no event shall either Party be liable to the other for any:
27.5.1 loss of profits;
27.5.2 loss of business;
27.5.3 loss of revenue;
27.5.4 loss of or damage to goodwill;
27.5.5 loss of savings (whether anticipated or otherwise); and/or
27.5.6 any indirect, special or consequential loss or damage.
27.6 Subject to Clause 27.2 the Supplier shall be liable for the following types of loss, damage, cost
or expense which shall be regarded as direct and shall (without in any way, limiting other
categories of loss, damage, cost or expense which may be recoverable by the Authority) be
recoverable by the Authority:
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27.6.1 the additional operational and/or administrative costs and expenses arising from any
Material Default;
27.6.2 the cost of procuring, implementing and operating any alternative or replacement
services to the Services; and
27.6.3 any regulatory losses, fines, expenses or other losses arising from a breach by the
Supplier of any Laws.
28 INSURANCE
28.1 The Supplier shall effect and maintain insurances as required by Law or the Contracting Bodies
under each individual Call-Off Agreement.
28.2 The insurances required by Contracting Bodies under individual Call-Off Agreements shall be
maintained with a reputable insurance company, on terms that are no less favourable to those
generally available to a prudent supplier in respect of risks insured in the international
insurance market.
28.3 The terms of any insurance or the amount of cover shall not relieve the Supplier of any
liabilities arising under this Framework Agreement or any Call-Off Agreement.
28.4 The Supplier shall produce to the Authority, on request, copies of all insurance policies required
by the Contracting Bodies under any Call-Off Agreements or a broker's verification of insurance
to demonstrate that the appropriate cover is in place, together with receipts or other evidence of
payment of the latest premiums due under those policies.
28.5 The Supplier shall use its reasonable endeavours to ensure that it shall not by its acts or
omissions cause any policy of insurance to be invalidated or voided.
PART SIX: OTHER PROVISIONS
29 TRANSFER AND SUB-CONTRACTING
29.1 This Framework Agreement is personal to the Supplier and the Supplier shall not Sub-Contract,
assign, novate or otherwise dispose of or create any trust in relation to any or all rights and
obligations under this Framework Agreement or any part thereof without Approval.
29.2 Notwithstanding the provisions of Clause 29.1, the Supplier shall be entitled to sub-contract its
obligations to supply the Services to those Sub-Contractors listed in Framework Schedule 12
(Sub-Contractors).
29.3 The Supplier shall not substitute or remove a Sub-Contractor or appoint an additional sub-
contractor without the prior written consent of the Authority, such consent not be unreasonably
withheld or delayed. Such consent shall not constitute approval or endorsement of such
substitute or additional sub-contractor and the Supplier shall remain responsible for the
provision of the Ordered Services at all times.
29.4 The Authority may require the Supplier to terminate a Sub-Contract where it considers that:
29.4.1 the Sub-Contractor may prejudice the provision of the Services or may be acting
contrary to the interests of the Authority;
29.4.2 the Sub-Contractor is considered to be unreliable and/or has not provided

reasonable services to its other customers; and/or
29.4.3 the Sub-Contractor employs unfit persons;
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provided that such right shall not be exercised unreasonably, frivolously or vexatiously.
29.5 In the event that the Authority exercises its right pursuant to Clause 29.4, the Supplier shall use
all reasonable endeavours to maintain the provision of the Services including where the
Services are provided pursuant to the terms of any Call-Off Agreement and the Authority and
the Supplier shall enter into good faith negotiations to agree the impact on the terms and
conditions of this Framework Agreement.
29.6 Notwithstanding any permitted Sub-Contract pursuant to this Clause 29, the Supplier at all
times shall remain responsible for all acts and omissions of its Sub-Contractors and the acts
and omissions of those employed or engaged by the Sub-Contractors as if they were its own.
An obligation on the Supplier to do, or refrain from doing, any act or thing shall include an
obligation upon the Supplier to procure that the Supplier Staff also do, or refrain from doing,
such act or thing.
29.7 The Authority shall be entitled to:
29.7.1 assign, novate or otherwise dispose of its rights and obligations under this Framework
Agreement or any part thereof to any other Contracting Body; or
29.7.2 novate this Framework Agreement to any other body (including any private sector
body) which substantially performs any of the functions that previously had been
performed by the Authority,
provided that such assignment, novation or disposal shall not increase the burden of the
Supplier's obligations under this Framework Agreement.
29.8 The Supplier shall enter into such agreement and/or deed as the Authority shall reasonably
require so as to give effect to any assignment, novation or disposal made pursuant to
Clause 29.77.
30 VARIATIONS TO THIS FRAMEWORK AGREEMENT
Variation in General
30.1 Subject to Clause 30.3 and Framework Schedule 2 (Charging Structure), this Framework
Agreement may not be varied except where:
30.1.1 the Authority notifies the Supplier in writing that it wishes to vary the terms of this
Framework Agreement and provides the Supplier with full written details of any such
proposed change; and
30.1.2 the Authority Representative and the Supplier Representative, acting reasonably,
agree in writing to the variation and a written variation agreement is signed by the
Authority Representative and the Supplier Representative.
30.2 If, by the date thirty (30) Working Days after notification was given under Clause 30.1.1, no
agreement is reached by the Parties acting reasonably in relation to any variation requested,
the Authority may, by giving written notice to the Supplier, either:
30.2.1 agree that the Parties shall continue to perform their obligations under this Framework
Agreement without the variation; or
30.2.2 terminate this Framework Agreement with immediate effect.
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Legislative Change
30.3 The Supplier shall neither be relieved of its obligations under this Framework Agreement nor be
entitled to increase the Framework Prices and/or the Charges as the result of:
30.3.1 a General Change in Law; or
30.3.2 a Specific Change in Law where the effect of that Specific Change in Law on the
Services is known at the Commencement Date.
30.3A For the avoidance of doubt where either of the events in Clause 30.3.1 or Clause 30.3.2 occur
then regardless of whether or not the Supplier agrees to any variation to the Framework
Agreement in accordance with Clauses 30.1 and/or 30. 2, the Framework Agreement shall be
varied to the extent that Clauses 30.3.1 or 30.3.2 shall affect the provisions and performance of
this Framework Agreement as advised in writing by the Authority to the Supplier.
30.4 If a Specific Change in Law occurs or will occur during the Term (other than those referred to in
Clause 30.3.2, the Supplier shall notify the Authority of the likely effects of that change,
including whether any change is required to the Services (or Ordered Services, as appropriate),
the Framework Prices or this Framework Agreement.
30.5 As soon as practicable after any notification in accordance with Clause 30.4, the Parties shall
discuss and agree the matters referred to in that Clause and any ways in which the Supplier
can mitigate the effect of the Specific Change of Law, including:
30.5.1 providing evidence that the Supplier has minimised any increase in costs or maximised
any reduction in costs, including in respect of the costs of its Sub-Contractors;
30.5.2 demonstrating that a foreseeable Specific Change in Law had been taken into account
by the Supplier before it occurred;
30.5.3 giving evidence as to how the Specific Change in Law has affected the cost of
providing the Services (or Ordered Services, as appropriate).
30.6 Any increase in the Framework Prices or relief from the Supplier's obligations agreed by the
Parties pursuant to Clause 30.5 shall be implemented by a written variation agreement signed
by the Authority Representative and the Supplier's Representative. For the avoidance of doubt
this Clause 30.6 shall not operate to alter any Charges paid or payable by Contracting Bodies
pursuant to any Call-Off Agreements in existence prior to the date of the increase in the
Framework Prices.
31 RIGHTS OF THIRD PARTIES
31.1 Subject to Clause 31.2, a person who is not Party to this Framework Agreement (a "Third
Party") has no right to enforce any term of this Framework Agreement under the Contracts
(Rights of Third Parties) Act 1999, but this does not affect any right or remedy of any person
which exists or is available otherwise than pursuant to that Act.
31.2 Each and every Contracting Body may, with Approval, enforce:
31.2.1 any of the provisions specified in Framework Schedule 10 (Specified Rights of

Contracting Bodies) insofar as they are for the benefit of the Contracting Body; and
31.2.2 any other term of this Framework Agreement which is for the benefit of the Contracting
Body,
as a third party beneficiary in accordance with the Contracts (Rights of Third Parties) Act 1999.
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31.3 The Authority may act as agent and trustee for each Contracting Body and enforce on behalf of
that Contracting Body any Clause or term that is referred to in Clause 31.2 and/or recover any
loss, damage or liability suffered by that Contracting Body in connection with a breach of any
such Clause or term.
31.4 No consent of any Third Party is necessary for any rescission, variation (including any release
or compromise in whole or in part of liability) or termination of this Framework Agreement or
any one or more Clauses of it.
32 BUSINESS CONTINUITY
The Supplier shall have robust contingency plans in place to ensure that the services to all
Contracting Bodies will be maintained in the event of disruption (including, but not limited to,
disruption to information technology systems) to the Supplier’s operations, and those of Sub-
Contractors to the Supplier, however caused. Such contingency plans shall be available on
reasonable request for the Authority to inspect and to practically test at any reasonable time, and
shall be subject to regular updating and revision throughout the Term and duration of all Call-Off
Agreements.
33 SEVERABILITY
33.1 If any provision of this Framework Agreement is held invalid, illegal or unenforceable for any
reason, such provision shall be severed and the remainder of the provisions hereof shall
continue in full force without affecting the remaining provisions of this Framework Agreement.
33.2 If any provision of this Framework Agreement that is fundamental to the accomplishment of the
purpose of this Framework Agreement is held to any extent to be invalid, the Authority and the
Supplier shall immediately commence good faith negotiations to remedy such invalidity.
34 WAIVER AND CUMULATIVE REMEDIES
34.1 The rights and remedies provided by this Framework Agreement may be waived only in writing
by the Authority Representative or the Supplier Representative in a manner that expressly
states that a waiver is intended, and such waiver shall only be operative with regard to the
specific circumstances referred to.
34.2 Unless a right or remedy of the Authority is expressed to be an exclusive right or remedy, the
exercise of it by the Authority is without prejudice to the Authority's other rights and remedies.
Any failure to exercise or any delay in exercising a right or remedy by either Party shall not
constitute a waiver of that right or remedy or of any other rights or remedies.
34.3 The rights and remedies provided by this Framework Agreement are cumulative and, unless
otherwise provided in this Framework Agreement, are not exclusive of any right or remedies
provided at Law or in equity or otherwise under this Framework Agreement.
35 RELATIONSHIP OF THE PARTIES
Nothing in this Framework Agreement is intended to create a partnership, or legal relationship of

any kind that would impose liability upon one Party for the act or failure to act of the other Party,
or to authorise either Party to act as agent for the other Party. Neither Party shall have authority
to make representations, act in the name of, or on behalf of, or otherwise to bind the other Party.
36 FURTHER ASSURANCES
Each Party undertakes at the request of the other, and at the cost of the requesting Party to do
all acts and execute all documents which may be necessary to give effect to the meaning of this
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37 ENTIRE AGREEMENT
37.1 Without prejudice to Clause 7.1.4, this Framework Agreement constitutes the entire agreement
and understanding between the Parties in respect of the matters dealt with in it and
supersedes, cancels or nullifies any previous agreement between the Parties in relation to such
matters.
37.2 Each of the Parties acknowledges and agrees that in entering into this Framework Agreement it
does not rely on, and shall have no remedy in respect of, any statement, representation,
warranty or undertaking (whether negligently or innocently made) other than as expressly set
out in this Framework Agreement.
37.3 Nothing in this Clause 37 shall operate to exclude liability for Fraud or fraudulent
misrepresentation.
38 NOTICES
38.1 Any notices given under or in relation to this Framework Agreement shall be in writing by letter,
(signed by or on behalf of the Party giving it) sent by hand, post, or recorded signed for delivery
service, by facsimile transmission or by electronic mail (confirmed by letter) to the address or
facsimile number and for the attention of the relevant Party set out in Clause 38.4 or to such
other address or facsimile number as that Party may have stipulated in accordance with
Clause 38.5.
38.2 A notice shall be deemed to have been received:
38.2.1 if delivered personally, at the time of delivery;
38.2.2 in the case of pre-paid first class post, special or other recorded delivery two (2)
Working Days from the date of posting;
38.2.3 in the case of electronic communication, two (2) Working Days after posting of a
confirmation letter; and
38.2.4 in the case of fax, on the day of transmission if sent before 16:00 hours on any Working
Day and otherwise at 09:00 hours on the next Working Day and provided that, at the
time of transmission of a fax, an error-free transmission report has been received by
the sender.
38.3 In proving service, it shall be sufficient to prove that personal delivery was made, or (including
for the purposes of electronic mail confirmation letter) that the envelope containing the notice
was addressed to the relevant Party set out in Clause 38.4 (or as otherwise notified by that
Party) and delivered either to that address or into the custody of the postal authorities as pre-
paid first class post, recorded signed-for delivery or pre-paid airmail letter and in the case of
facsimile, that a transmission report generated from a facsimile machine evidences that the
facsimile was transmitted to the relevant facsimile number.
38.4 For the purposes of Clause 38.1, the postal address, facsimile number and email address of
each Party shall be:
38.4.1 for the Authority:
Government Procurement Service

9th Floor
The Capital
Old Hall Street
Liverpool
L3 9PP
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For the attention of: Category Manager consultancyONE Services
Professional Services Team
Tel: 0345 410 2222
Fax: 0151 227 3315
Email: info@gps.gsi.gov.uk
38.4.2 for the Supplier:
[insert name of supplier]
Address: [insert address of supplier]
For the attention of: [insert supplier contact name / job role]
Tel: [insert supplier telephone no.]
Fax: [insert supplier fax no.]
Email: [insert supplier email address]
[Guidance Note: Supplier to provide Supplier’s contact details]
38.5 Either Party may change its address for service by serving a notice in accordance with this
Clause 38.
38.6 For the avoidance of doubt, any notice given under this Framework Agreement shall not be
validly served if sent by electronic mail (email) and not confirmed by a letter.
39 COMPLAINTS HANDLING AND RESOLUTION
39.1 The Supplier shall notify the Authority of any Complaints made by the Contracting Bodies,
which are not resolved by operation of the Supplier's usual complaints handling procedure
within five (5) Working Days of becoming aware of that Complaint and such notice shall contain
full details of the Supplier's plans to resolve such Complaint.
39.2 Without prejudice to any rights and remedies that a complainant may have at Law, including
under this Framework Agreement, and without prejudice to any obligation of the Supplier to
take remedial action under the provisions of this Framework Agreement or a Call-Off
Agreement, the Supplier shall use its best endeavours to resolve the Complaint within ten (10)
Working Days and in so doing, shall deal with the Complaint fully, expeditiously and fairly.
39.3 Within two (2) Working Days of a request by the Authority, the Supplier shall provide full details
of a Complaint to the Authority, including details of steps taken to achieve its resolution.
40 FRAMEWORK AGREEMENT MANAGEMENT
The Parties agree that this Framework Agreement shall be managed in accordance with
Schedule 9 (Framework Management).
41 DISPUTE RESOLUTION
41.1 The Parties shall attempt in good faith to negotiate a settlement of any dispute between them
arising out of or in connection with this Framework Agreement within twenty (20) Working Days
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of either Party notifying the other of the dispute and such efforts shall involve the escalation of
the dispute to the Authority Representative and the Supplier Representative.
41.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any
court of competent jurisdiction an interim order restraining the other Party from doing any act or
compelling the other Party to do any act.
41.3 The obligations of the Parties under this Framework Agreement shall not be suspended, cease
or be delayed by the reference of a dispute to mediation or arbitration pursuant to this
Clause 41 and the Supplier and Supplier Staff, personnel and associates shall comply fully with
the requirements of this Framework Agreement at all times.
41.4 If the dispute cannot be resolved by the Parties pursuant to Clause 41.1, the Parties shall refer
it to mediation pursuant to the procedure set out in Clause 41.5 unless the Authority considers
that the dispute is not suitable for resolution by mediation.
41.5 If a dispute is referred to mediation the Parties shall comply with the following provisions:
41.5.1 a neutral adviser or mediator (the “Mediator") shall be chosen by agreement between
the Parties or, if they are unable to agree upon a Mediator within ten (10) Working
Days after a request by one Party to the other or if the Mediator agreed upon is unable
or unwilling to act, either Party shall within ten (10) Working Days from the date of the
proposal to appoint a Mediator or within ten (10) Working Days of notice to either Party
that the Mediator is unable or unwilling to act, apply to the CEDR to appoint a Mediator;
41.5.2 the Parties shall within ten (10) Working Days of the appointment of the Mediator meet
with him in order to agree a programme for the exchange of all relevant information and
the structure to be adopted for negotiations to be held. If considered appropriate, the
Parties may at any stage seek assistance from the CEDR to provide guidance on a
suitable procedure;
41.5.3 unless otherwise agreed, all negotiations connected with the dispute and any
settlement agreement relating to it shall be conducted in confidence and without
prejudice to the rights of the Parties in any future proceedings;
41.5.4 if the Parties reach agreement on the resolution of the dispute, the agreement shall be
reduced to writing and shall be binding on the Parties with effect from its signature by
their duly authorised representatives;
41.5.5 if the Parties fail to reach an agreement on the resolution of the dispute, either of the
Parties may invite the Mediator to provide a non-binding but informative opinion in
writing. Such an opinion shall be provided on a without prejudice basis and shall not
be used in evidence in any proceedings relating to this Framework Agreement without
the prior written consent of both Parties; and
41.5.6 if the Parties fail to reach agreement in the structured negotiations within sixty (60)
Working Days of the Mediator being appointed, or such longer period as may be
agreed by the Parties, then any dispute or difference between them may be referred to
arbitration pursuant to Clause 41.6.
41.6 If a dispute cannot be resolved by the Parties pursuant to Clause 41.5 the Parties shall refer it
to arbitration pursuant to the procedure set out in Clause 41.7 unless the Authority considers
that it is not suitable for resolution by arbitration.
41.7 If a dispute is referred to arbitration the Parties shall comply with the following provisions:
41.7.1 the arbitration shall be governed by the provisions of the Arbitration Act 1996 and the
LCIA procedural rules shall be applied and are deemed to be incorporated into this
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Framework Agreement (save that in the event of any conflict between those rules and
this Framework Agreement, this Framework Agreement shall prevail);
41.7.2 the decision of the arbitrator shall be binding on the Parties (in the absence of any
material failure by the arbitrator to comply with the LCIA procedural rules);
41.7.3 the tribunal shall consist of a sole arbitrator to be agreed by the Parties and in the
event that the Parties fail to agree the appointment of the arbitrator within ten (10)
Working Days or, if the person appointed is unable or unwilling to act, the arbitrator
shall be appointed by the LCIA; and
41.7.4 the arbitration proceedings shall take place in London.
42 LAW AND JURISDICTION
This Framework Agreement and/or any non-contractual obligations or matters arising out of or
in connection with it, shall be governed by and construed in accordance with the Laws of
England and Wales and without prejudice to the dispute resolution procedure set out in
Clause 41 (Dispute Resolution) each Party agrees to submit to the exclusive jurisdiction of the
courts of England and Wales.
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BY SIGNING AND RETURNING THIS FRAMEWORK AGREEMENT THE SUPPLIER AGREES to

comply with all the terms of this legally binding Framework Agreement (Agreement Ref: RM 1502).
The Parties hereby acknowledge and agree that they have read this Framework Agreement and its
Schedules and by signing below agree to be bound by the terms of this Framework Agreement.
IN WITNESS of which this Framework Agreement has been duly executed by the Parties.
Signed duly authorised for and on behalf of the SUPPLIER
Signature: ……………………………………………….
Name: ……………………………………………….
Position: ……………………………………………….
Date ……………………………………………….
Signed for and on behalf of the AUTHORITY
Signature: ……………………………………………….
Name: ……………………………………………….
Position: ……………………………………………….
Date ……………………………………………….
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FRAMEWORK SCHEDULE 1: SERVICES
Part 1: Services
1. INTRODUCTION
1.1. This Schedule 1 specifies the Services that the Supplier shall make available to Contracting
Bodies. It reflects the Lot or Lots in respect of which the Supplier was successful in the
competition which led to the award of this Framework Agreement.
1.2. The purpose of this Framework Schedule 1 is to set out the Services available under this
Framework Agreement and which are subject to Order by Contracting Bodies. At such time
as a Contracting Body places an Order for Services, the particulars of the Services required
by the Contracting Body will be specified in the ensuing Call-Off Agreement.
1.3. The contents of this Framework Schedule 1, together with pricing information in Schedule 2
(Charging Structure), will be made available for perusal to Contracting Bodies post
Framework award (published on the Authority’s website).
2. SERVICES SPECIFICATIONS
2.1. The scope of each Lot is described in the table below.
2.2. The Service lines listed in the table below are indicative of the types of consultancy Services
typically arising on an assignment falling within the scope of each relevant Lot (for which the
Supplier has been successful in securing a place on the Framework Agreement) but are not
exhaustive.
2.3. The Supplier acknowledges that the Contracting Bodies shall be responsible for determining
in their sole discretion which of the fifteen (15) Lots under the Framework Agreement is or
are most appropriate in relation to any particular Order for the provision of consultancy
services under the Framework Agreement.
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Headline Lot Sub Lot Scope Typical / Indicative Service Lines
1. Multi N/A Longer term contracts (typically more than one The Multi Specialism Programme Delivery Lot will provide a
Specialism month) that will include multi, (i.e. more than single route to access the provision of strategic, high level, broad
Programme one), consultancy specialism for the successful based and innovative advice across a wide range of disciplines.
Delivery delivery of significant projects and or
programmes. There are four main elements within the scope of this lot, which,
These types of contracts will tend to be high when taken together, differentiate from other Consultancy
value, complex, longer term programmes of services and these are:
work, (such as “client side support” and or
including design-build type projects) (“operating” 1. Context: Transformational Projects
would be covered in alternative ICT
arrangements). Related to significant internal organisational change including
The scope of this lot will provide the flexibility for changes to structures, corporate systems or processes or
departments to procure a programme of work or external changes including functional redesign, delivery systems
project that will include the total life cycle of the or means of engagement with stakeholders.
programme or project – ensuring continuity of
provision from advice through to successful 2. Role: Client-side Advisory Services
delivery.
This approach should provide enhanced value The provision of advice, guidance and professional support
for money through the reduction in procurement focusing on the provision of high quality impartial and or
effort, bidding effort on behalf of the supply functionally specific and or “expert” advice for the identification of
market and to access economies of scale innovative solutions and recommendations. The customer may
relative to the size, value and status of the invite the involvement of a client-side adviser at an early stage
particular project. within a project to formulate transformational policy and provide
strategic advice, through the design and change management
phases.
3. Role: Client Side Programme Delivery
The scope provides the flexibility for customers to procure a

programme of work or project that will include the total life-cycle
of the programme or project, for example this may take
customers from transformational policy and strategic advice
through the design phase, change management and
implementation aspect to enable hand over to operating service
delivery providers.
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4. Nature: Multi-Disciplinary Deployment of Resources
The functional specialisms required will vary between

programmes and projects and will be advised by the client at the
point of procurement. However, to illustrate and give an
indication of the type and nature of these requirements, those
most commonly required to date, (which may not materialise in
the future) are referred to within this scope as the Core
Disciplines:
• Policy Formulation
• Strategic Advice and Implementation
• Programme and Project Management Delivery
• Organisational and Change Management
• ICT Client Side Advice
• Human Resources
• Procurement
• Finance
Additionally, there may be other skills and disciplines that may

be required to support these programmes or projects that will be
further specified at the point of procurement.
2. Management 2.1 Policy Provides consultancy advice on development of • Development or review of government policy, objectives,
Consultancy Development and high-level business policies and strategies which programmes and initiatives
Advice might include presentation to senior-level
decision makers. • Business policy / strategy appraisal, development and
Advice may include but is not limited to such formulation
aspects as:
The formulation of the most efficient and cost • Sustainability and sustainable development policies and
effective policy and or strategy to achieve strategies
organisational aims.
Policies and strategies concerned with internal • Identification and development of new services /
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organisation and operations; or those concerned programmes / initiatives

with the delivery of outward-facing core
organisational activities / public services. • Conducting “value for money” (VfM) reviews, in support of
Organisation-wide policies / strategies, or those policy and or strategy development
within a particular functional area e.g. IT; HR;
Procurement; Finance; Estates and Property. • Business sourcing strategies e.g. outsourcing, shared
services, etc
• Joint Ventures and Strategic Alliances, Mergers,

Investments and Acquisitions
• Business case advice and development including strategic

fit, options appraisal, commercial aspects, affordability and
achievability
• Policy and strategic knowledge and information

management
2.2 Provides consultancy advice on the • Organisational (re) design and change management
Organisational organisational strategy and design of structural
Strategy and/or operational changes within an • Diagnosis of the current situation in order to determine
organisation in delivering its policies, strategies, both the need and the capability to change
purposes and objectives.
Supporting and driving organisational change • Structural reviews, organisational diagnosis, role design
through advising on structure and role design to and re-organisation
meet future strategic and functional needs.
Developing performance management systems • Skills analysis, audit and capability management
and cultures to build organisation, team and
individual learning and performance. • Business case including performance metrics for
measurable achievement of benefits and alignment to
Developing organisational effectiveness through stakeholder aims
securing staff commitment and engagement.
• Rationalisation and efficiency, to include transformation
solutions
• Business Process Reengineering to achieve step

change in performance
• Appraising business structures, business architecture,
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operating models and business performance

measurement
• Development of change management plans
• Performance management and appraisal
• Pay and reward reviews and strategies
• Communication strategies
3. Functional 3.1 Change Provides change management/PPM • Development of change management policies, strategies
Advice and Management expertise for the management, and or programmes or projects
Support (PPM) implementation and client side delivery
of business critical programmes / • Implementation of change management plans including the
projects relating to change, managing programmes and projects utilising best proactive
transformation and or transition. tools and techniques to ensure successful delivery of
objectives
• Application of best practice tools and techniques, (such as

“business process reengineering or LEAN thinking), to
achieve step change in performance and or to access
efficiency savings
• Planning, execution, monitoring control and closure of a

project
• Managing the project scope, project stakeholders, project

team, project risks, project schedule, project budget, the
project conflicts and benefits.
• Plan and manage programme resources and budget
• Skills and Knowledge transfer to the satisfaction of the client

post programme or project
3.2 Human Provides HR expertise for the management, • Provide HR leadership for the organisation and act as a
Resource implementation and client side delivery of HR source of advice and client side delivery on all HR matters
Management policies and programmes in support of the including;
organisations HR and Corporate strategies.
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o Staffing and recruitment policy and strategy (not

delivery of staffing and recruitment services)
o Organisational development
o Performance management
o Absence management
o Training and development
o Employee counselling services
Leading on the employment issues supporting the organisation

change redesign
• Leading on the resource related elements of transition and

the integration of new workforces
• Ensuring organisational conformation with applicable HR

related regulations and statutes.
• Developing resource strategies and implementing programs

and plans
• Creating employee training and organisational development

programmes
• Developing and implementing health and safety programmes

3.3 Procurement Provides commercial/procurement expertise for • Devising, developing and implementing tailored procurement
the management, implementation and client side strategies and procedures
delivery of strategic sourcing initiatives and
strategic procurement projects. • Implementing and delivering procurement initiatives to
deliver savings, added value benefits and improved value for
money (VfM)
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• Providing support on a procurement project (at any stage of

the lifecycle) for goods / services including high level
outsourcing and PPP/PFI projects.
• Benchmarking of functional specialisms based on

performance metrics and characteristics defined by the client

3.4 Information Provides ICT expertise for the development and • Provide ICT leadership for the organisation and act as a
and pre design solutions for a wide range of ICT source of advice during the pre-design and feasibility stage
Communications projects to deliver business improvement. of ICT projects including;
Technology
o Development of vision and strategic brief
o Analysis of current systems and problem /

opportunity definition
o Options analysis
o Conceptualisation / inception and viability studies
o Technical analysis
o Economic analysis
o Operational analysis
o Cost v Benefit analysis
o Recommendation of preferred solution
o Requirements specification
• Provide technical expertise to support ongoing ICT projects
4. Finance 4.1 Corporate Provides advice on all aspects of complex • Project financial advice for complex projects (e.g. PPP, PFI,
Finance and project development, financing and procurement. outsourcing, shared services):
Financial Advice may relate to establishment of suitable
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Strategy strategies, policies, processes and organisation o Option appraisal

of departments to improve the financial efficiency
of its project delivery. o Developing project proposals
o Financial advice on project or infrastructure finance
o Risk, payment structures and accounting treatment
o Assessing project proposals
o Preparing project procurement
o Assessing bidding proposals and contract

negotiations
o Post award implementation (including refinancing

advice)
4.2 Investment Provides specialist investment and financial • Public sector finance policy and strategy advice
and Banking market advisory services, capital raising,
Services financing and risk management services and • Financing public infrastructure projects and negotiations,
solutions to the public sector. including:
o Refinancing advice and solutions
o Asset and structured finance
o Mergers and acquisitions
o Acquisition finance solutions
• Corporate asset financial management
• Corporate restructuring and flotations
• Corporate and asset valuation and Asset Sales / Disposals
• Banking, pensions and investment advice
• Investment and financial market services
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• Financial market conditions, their operation and issues

material to structuring financing
• Industry and financial analysis, preparation
• Private finance structures and financial products
• Capital fund raising
• Derivatives and hedging
• Debt restructuring
• Risk Management
• Financial modelling
• Due Diligence
4.3 Finance Provides consultancy advice on all aspects of • Financial Performance Review and Viability Studies
Operations specialised financial management within an
Support organisation. Advice may relate to establishment • Financial analysis and reporting
of suitable strategies, policies, processes and
organisation of financial responsibilities within an • Financial Options
organisation.
• Financial Modelling
• Financial Model Reviews
• Costing Review and Evaluation
• Investment Advice
• Actuarial Consultancy Services
• Treasury and Risk Management
• Debt Advisory
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4.4 Economic Provides Micro-economic advice, statistical, • Economic appraisal and analysis
Analysis econometric, quantitative expertise and
analytical thinking to generate expert advice and • Policy impact assessments
recommendations to develop policy, strategy and
address regulatory issues. • Complex cost benefit studies and analysis
• Competition policy
• Market studies and analysis
• Regulation Benchmarking and Statistical Analysis
5. Audit 5.1 Internal Audit Provides services and advice on all aspects of • Outsourced or co-outsourced internal audit services
and Advice internal audit assurance and consultancy
requiring objective examination of evidence for • Development of internal audit strategy and/or methodologies
the purpose of providing an assessment or
opinion on governance, risk management and • Advice on governance, risk management and internal control
internal control systems for the Public Sector in
line with Government Internal Audit Standards. • Bench marking and Quality Assurance of Internal Audit
performance
• Specialist internal audit assurance and advisory services

e.g. IT/ IS audit
5.2 Other Provides services and advice on a range of • Other special purpose reviews and investigations
Assurance and assurance aspects requiring objective
Advice examination and assessments to be made of • Compliance and quality audit
financial, performance, security, anti-fraud,
quality and compliance processes. • Corporate Social Responsibility review
• Sustainability assurance – and related activities
• Fraud investigations, forensic assessments and advice

Foreign Corrupt Practices Act / Anti-Bribery Compliance
investigations and advice
• Supplier audit and supply chain assurance
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5.3 Financial Provides services and advice in relation to • Financial irregularity investigations and advice
Audit and financial audit work.
Investigation • Forensic accounting investigations and advice
5.4 External Audit Provides services and advice on all aspects of • Audit and advice on financial statements and related
& Advice auditing the annual financial statements. published documents
• Grant audit and certification
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Part 2: Key Performance Indicators
1. Scope
1.1 This Framework Schedule 1 Part 2 sets out the Key Performance Indicators by which
the Suppliers overall Framework performance shall be monitored and Service failure
trends be identified. It also sets out the mechanism for managing the Supplier's
overall performance of the Services at the Framework level.
1.2 Performance will be managed in two inter-linked ways:
1.2.1 at Framework level by the Authority, by:
1.2.1.1 the monitoring of performance against KPIs
1.2.1.2 by review of Contracting Body Satisfaction Surveys.
1.2.2 at Call-Off Agreement level by the Contracting Body receiving the Services:
1.2.2.1 on an on-going basis as required by the Contracting Body and at the

completion of each delivery of the Services;
1.3 Any performance issues, non-compliances or failures in relation to Call-Off

Agreements will be managed by the Contracting Body receiving the Services.
2. Principles
The objectives of this Framework Schedule 1 Part 2 are to:
2.1 ensure that the Services are delivered to a consistent quality standard that meet the
requirements of the Authority and the Contracting Bodies;
2.2 provide a mechanism whereby the Authority can understand the level of performance
in the delivery of the Services and quickly identify performance issues or failures to
enable corrective action plans to be developed and deployed.
3. Key Performance Indicators (KPIs)and KPI Targets
3.1 Subject to consultation with the Supplier, the Authority reserves the right to change
the KPI Targets from time to time.
3.2 The Supplier shall use all reasonable endeavours to meet the KPI Targets.
3.3 The KPIs against which the Supplier’s performance will in part be measured and
reported are set out below:
KPI Measures/Evidence
Framework Management
The Supplier will provide the Authority with Confirmation of receipt of accurate and
complete and accurate Management timely Management Information by the
Information by the contractual date. Authority.
Invoices for Management Charges issued by Timeliness and accuracy of paid invoices
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the Authority to be paid by the Supplier within confirmed by the Authority.

30 calendar days from date of issue.
The Supplier will provide the Authority with a Receipt of the Self Audit Certificate within
Model Self Audit Certificate within two months two weeks of the end of each Contract
of the end of each Contract Year and will Year confirmed by the Authority; and
complete any actions outlined by Authority
conducted Audits within timescales specified Completion of any actions arising from
by the Authority. audits conducted by the Authority within
specified timescales and confirmed by the
Authority.
Post Assignment Reviews
The Supplier will participate fully in the PARs submitted to the Authority by the
completion of Post Assignment Reviews as agreed date.
required by the Contracting Body, and provide
the Authority monthly (or other frequency as
agreed) with copies of all completed PARs
signed off by the Contracting Body.
Spend Under Management
The Supplier will deliver against an agreed Achieved agreed % increase in spend and
plan, for each year the Framework Agreement new customer growth confirmed by the
is live, to achieve a (INSERT %) increase in Authority
spend growth via new customer on-boarding
and transitional spend
[This SUM plan must be proposed to the

Authority within 3 months of the
Commencement Date]
Operational Efficiency/Price Savings
The Supplier will deliver against an agreed The Authority will measure the Supplier
plan to derive further cost savings over the on adherence to the milestones agreed
term of the Framework Agreement and any within the savings plan.
Call-Off Agreements thereunder via continuous
improvement and innovation.
This savings plan must be proposed to the

Authority within 3 months of the
Commencement Date.
Demand Management Savings –
The Supplier will deliver against an agreed The Authority will measure the Supplier
plan to reduce demand over the term of the on adherence to the milestones agreed
Framework Agreement via continuous within the demand reduction plan.
improvement and innovation, focusing on
reduction of demand within Call-Off
Agreements of a duration exceeding 9 months.
[This demand reduction plan must be

proposed to the Authority within 3 months of
the Commencement Date].
Performance Improvement
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In the event that any KPI is not delivered The Authority will measure the Supplier
satisfactorily, the Supplier will, if so required by on adherence to the milestones agreed
the Authority, agree with the Authority and within the Performance Improvement
implement a Performance Improvement Plan Plan.
to address any performance issues.
3.4 The Supplier shall establish processes to monitor its performance against the agreed
KPIs in order to report progress to the Authority.
3.5 The Authority shall review progress against these KPIs to evaluate the effectiveness and
efficiency of which the Supplier performs its obligations to fulfil the Framework
Agreement.
4 Remedies for Failure to Achieve KPIs
4.1 Without prejudice to any other rights or remedies arising under this Framework
Agreement if the Supplier fails to achieve any of the KPI Targets on any one or more
occasions, the Supplier acknowledges and agrees that the Authority shall have the right
to exercise (in its absolute sole discretion) all or any of the following remedial actions set
out in paragraphs 4.2 to 4.6 of this Framework Schedule 1.
4.2 The Authority shall be entitled to require the Supplier, and the Supplier agrees to prepare
and provide to the Authority, an improvement plan within fourteen (14) Working Days of a
written request by the Authority for such improvement plan. The Authority shall be entitled
to approve such improvement plan and require that the Supplier implement such
improvement plan as soon as reasonably practicable.
4.3 The Authority shall be entitled to require the Supplier, and the Supplier agrees to attend,
within a reasonable time at the request of the Authority one (1) or more meetings with the
Authority in order to resolve the issues raised by the Authority in its notice to the Supplier
requesting such meetings.
4.4 The Authority shall be entitled to serve an improvement notice on the Supplier and the
Supplier shall implement such requirements for improvement as set out in the
improvement notice.
4.5 The Authority shall be entitled to suspend the Supplier from bidding in any further
competition and/or entering into any Call-Off Agreement with any Contracting Body until
such time as, in the Authority’s absolute sole discretion, the Authority is satisfied that the
Supplier has implemented such requirements for improvement as set out in the
improvement notice and/or implemented an improvement plan submitted pursuant to
paragraph 4.2 (of this Framework Schedule 1) and Approved by the Authority.
4.6 In the event that the Authority has, in its absolute sole discretion, invoked one or more of
the remedies set out in paragraphs 4.2 to 4.5 above and the Supplier either:
4.6.1 fails to implement such requirements for improvement as set out in the
improvement notice; and/or
4.6.2 fails to implement an improvement plan Approved by the Authority pursuant to

paragraph 4.2 above; and/or
4.6.3 fails to comply with any reasonable request made by the Authority within such
reasonable timescales as have been specified by the Authority; or
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4.6.4 does comply with such requests made by the Authority within such reasonable
timescales as have been specified by the Authority but the Supplier fails to
achieve any of the KPI Targets on any two (2) occasions,
then (without prejudice to any other rights and remedies of termination provided for in this
Framework Agreement), the Supplier shall be deemed to be in Material Default and the
Authority shall be entitled to terminate this Framework Agreement pursuant to
Clause 24.7.
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FRAMEWORK SCHEDULE 2: CHARGING STRUCTURE
1. GENERAL PROVISIONS
1.1 The Framework Prices set out in this Framework Schedule 2 are the maximum that the Supplier
may charge pursuant to any Call-Off Agreement. For the avoidance of doubt, the provisions of
this Schedule do not stop Contracting Bodies from agreeing Charges that are lower than the
Framework Prices.
1.2 The Supplier acknowledges and agrees that any Charges submitted in relation to a further
competition held in accordance with Framework Schedule 3 (Ordering Procedure) shall be equal
to or lower than the Framework Prices.
1.3 The Supplier acknowledges that the Framework Prices may be reviewed and adjusted if
necessary from time to time in accordance with Framework Schedule 5 (Value for Money).
1.4 The Supplier acknowledges and agrees that the Framework Prices cannot be increased during
the first two (2) Contract Years.
2 FRAMEWORK PRICES
2.1 The commercial model for this Framework Agreement will be based on a standard economic unit
of a rate per day per grade of consultant, (Maximum Day Rate).
2.2 Maximum Day Rates shall be used within the further competition process as maximum rates.
Maximum Day Rates cannot be exceeded throughout the life of the Framework Agreement.
2.3 All prices and rates shall be dealt with on an “open book” basis. “Open book” means the
transparent sharing of all accounting information including actual costs in order to aid financial
governance and to enable structured cost reduction initiatives.
2.4 Contracting Bodies may elect to invite bids during further competition using a range of
commercial mechanisms including, but not limited to, actual day rates, day rates capped, fixed,
milestone payment or contingency payment models.
2.5 The Framework Prices comprise Maximum Day Rates, which exclude breaks. Maximum Day
Rates are based on a Working Day consisting of eight (8) hours (excluding breaks). Maximum
Day Rates shall be inclusive of travel and related expenses to the Base Location. Any additional
travel and related expenses shall only be payable to the Supplier where any entitlement is
specified in Appendix 2 in Framework Schedule 4 (Letter of Appointment and Call-Off Terms).
2.6 The Maximum Day Rates tendered shall include all associated costs in the provision of Staff and
the Services in general, including, but not limited to account management, internal processes
and provision of management information. No additional charges shall be paid by the Authority
or Contracting Body.
2.7 The Supplier shall not charge for any more than eight (8) working hours in one day. The
Maximum Day Rates for each grade of the Supplier Staff and for [each Lot where the Supplier
has secured a place on this Framework Agreement] (in each case exclusive of VAT) are as
follows:
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[GUIDANCE NOTE: In the Lot(s) where a Supplier is successful in securing a place on the Framework Agreement, this table will be populated
with the Maximum Day Rates tendered]
MAXIMUM DAILY RATE BY GRADE
1 2 3 4 5 6 7
LOT Principal Managing

Director / Partner,
Consultant, Senior Consultant, Consultant, Consultant,
Trainee Consultant, Junior Consultant, Partner or Director
Accountant / Senior Accountant / Principle Managing
Trainee Accountant, Junior Accountant, Accountant /
Auditor, Lead Principle, Senior Accountant / Accountant /
Trainee Auditor Junior Auditor Auditor, Partner or
Auditor Auditor Auditor, Audit Auditor, Senior
Director of Audit
Manager Audit Manager
1 Multi Specialism Programme

Delivery
2.1 Management Consultancy

(Policy Development and
Advice)
2.2 Management Consultancy

(Organisational Strategy)
3.1 Functional Advice and

Support (Change Management
PPM)

Support (Human Resource
Management)

Support (Procurement)
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Support (Information and
Communications Technology)
4.1 Finance (Corporate Finance

and Financial Strategy)
4.2 Finance (Investment and

Banking Services)
4.3 Finance (Finance Operations

Support)
4.4 Finance (Economic Analysis)
5.1 Audit (Internal Audit &

Advice)
5.2 Audit (Other Assurance and

Advice)
5.3 Audit (Financial Audit and

Investigation)
5.4 Audit (External Audit &

Advice)
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3 GRADING STRUCTURE
3.1 The grading structure applicable to this Framework Agreement for Supplier Staff is as follows:
Level Generic Title Generic / Indicative characteristics across all lots
1 Trainee Consultant / Graduate with technical competence relevant to the

Accountant / Auditor requirement specified by the client, or;
A qualified AAT technician or part qualified accountant
(CCAB), or;
An auditor undergoing professional training for an internal
audit or accountancy qualification.
2 Junior Consultant / Demonstrate experience in a wide range of projects in their

Accountant / Auditor specialist field. Evidence of client facing experience and
support services to wider consultancy projects. Typically
the Authority would expect a person within this category to
have had relevant exposure, or;
A qualified AAT technician or part qualified accountant
(CCAB) with exposure in finance, or;
An auditor undergoing professional training for an internal
audit or accountancy qualification, with relevant exposure to
internal audit.
3 Consultant / Accountant / Notable experience and in-depth knowledge of their

Auditor specialist field. Evidence of a wide range of consultancy
projects and client facing experience. Support work in
process and organisational design and leading workshops
and events. Typically the Authority would expect a person
within this category to have relevant experience, or;
A part qualified accountant (CCAB) with financial
experience, or;
A PIIA qualified internal auditor or part qualified accountant
(CCAB or equivalent) with relevant internal audit experience
and knowledge of public sector environment.
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4 Senior Consultant / Substantial experience in their specialist field and in a

Accountant / Auditor consultancy/ training role. Previous experience in project
management and working in a wide range of high quality
and relevant projects. Familiarity of the issues/ problems
facing public sector organisations. Typically the Authority
would expect a person within this category to have proven
experience, or;
A qualified accountant (CCAB) with post qualification
exposure and relevant proven financial experience, or;
A qualified internal auditor or qualified accountant (CMIIA,
CCAB or equivalent) with relevant internal audit experience
and sound knowledge of public sector environment.
5 Principal Consultant / Substantial experience in their specialist field and in a

Accountant / Audit Manager consultancy/ training role. Sound knowledge of the public
sector and current policy and political issues affecting it.
Previous experience in project management on at least
three major projects, preferably in the public sector and
using the PRINCE2 or equivalent method. Typically the
Authority would expect a person within this category to
have significant, proven relevant experience, or;
A qualified accountant (CCAB) with proven post
qualification experience and significant, proven relevant
financial experience. Sound knowledge of public sector
accounting and management practices, or;
A qualified internal auditor or accountant (CIIMA, CCAB or
equivalent) with relevant post-qualification internal audit
experience and sound knowledge of public sector
environment and management practices.
6 Managing Consultant / Substantial experience in their specialist field and in a

Accountant / Senior Audit consultancy role. In depth knowledge of the public sector
Manager and of current policy and political issues affecting it.
Previous experience in project management on at least five
major projects, preferably in the public sector and using the
PRINCE2 or equivalent method. Typically the Authority
would expect a person within this category to have
significant, proven, industry recognised experience, or;
A qualified account (CCAB) with significant, proven post
qualification experience and relevant significant, proven,
industry recognised financial experience. Good knowledge
of public sector accounting and management practices, or;
A qualified internal auditor or accountant (CIIA, CCAB or
equivalent) with proven relevant post-qualification internal
audit experience and sound knowledge of public sector
environment and management practices.
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7 Director / Partner Extensive experience in their specialist field, in which they

are nationally or internationally renowned as an expert.
Extensive experience of leading or directing major, complex
and business-critical projects, bringing genuine strategic
insight. In depth knowledge of the public sector and of
current policy and political issues affecting it. Typically the
Authority would expect a person within this category to
have significant, proven industry recognised experience, or;
A qualified accountant (CCAB) with significant, proven,
industry recognised post qualification experience and
significant, proven, industry recognised financial
experience. Extensive experience in their specialist field, in
which they are nationally or internationally renowned as an
expert. In depth knowledge of public sector accounting and
management practices, or;
A qualified internal auditor or accountant (CMIIA, CCAB or
equivalent) with relevant significant, proven, industry
recognised post-qualification internal audit experience,
sound knowledge of management practices. Regarded as
an expert nationally or internationally.
4 ADJUSTMENT OF FRAMEWORK PRICES
4.1 The Framework Prices shall only be varied:
4.1.1 due to a Specific Change in Law where the effect of that Specific Change in Law on
the Services is not known at the Commencement Date in relation to which the Parties
agree that a change is required to all or part of the Framework Prices in accordance
with Clause 30.3;
4.1.2 where the Parties agree a reduction in all or part of the Framework Prices in
accordance with paragraph 4.2; or
4.1.3 where a review of the Framework Prices is requested and agreed by the Parties, in
accordance with the provisions of paragraph 5 of this Framework Schedule 2.
4.2 Every six (6) Months during the Term commencing from the Commencement Date, the
Supplier shall assess the level of the Framework Prices to consider whether it is able to
reduce them. Such assessments shall be carried out as at 1 May and 1 December in each
Contract Year (each an “Assessment Date”). The Supplier shall promptly notify the Authority
in writing within five (5) Working Days of the Assessment Date whether or not it is able to
decrease all or some of the Framework Prices and the extent to which the Supplier is able to
decrease all or some of the Framework Prices and such reduction shall be implemented in
accordance with paragraph 6.
5 REVIEW OF THE FRAMEWORK PRICES
5.1 Subject to paragraphs 4.1.1 and 4.1.2, the Framework Prices will remain fixed for two (2)
Years from the Commencement Date.
5.2 The Supplier may request a variation in the Framework Prices in accordance with the
remaining provisions of this paragraph 5 subject always to:
5.2.1 the Supplier's request being submitted to the Authority in writing at least three (3)
Months before the intended effective date for the proposed variation (the "Indexation
Adjustment Date"); and
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5.2.2 the written agreement of the Authority.
5.3 The earliest Indexation Adjustment Date for any increase in the Framework Prices in
accordance with this paragraph 5 will be the first (1st) Working Day following the second
(2nd) anniversary of the Commencement Date. Thereafter any subsequent increase to any of
the Framework Prices in accordance with this paragraph 5 shall not occur before the
anniversary of the previous Indexation Adjustment Date.
5.4 To make a request for a variation of some or all of the Framework Prices in accordance with
this paragraph 5, the Supplier shall provide the Authority with:
5.4.1 a list of the Framework Prices it wishes to review;
5.4.2 for each of the Framework Prices under review, written evidence of the justification for
the requested increase including:
5.4.2.1 a breakdown of the profit and cost components that comprise the relevant
Framework Price;
5.4.2.2 details of the movement in the different identified cost components of the
relevant Framework Price;
5.4.2.3 reasons for the movement in the different identified cost components of the
relevant Framework Price; and
5.4.2.4 evidence that the Supplier has attempted to mitigate against the increase in the
relevant cost components.
6 IMPLEMENTATION OF ADJUSTED FRAMEWORK PRICES
6.1 Variations in accordance with the provisions of this Framework Schedule 2 to the Framework
Prices shall be made by the Authority to take effect:
6.1.1 on the Indexation Adjustment Date where an adjustment is made in accordance with
paragraph 4.1.3; or
6.1.2 in accordance with Clause 30.3 where an adjustment is made in accordance with
paragraph 4.1.1; or
6.1.3 where the Supplier notifies the Authority in accordance with paragraph 4.2 (as
applicable) that it is able to decrease the Framework Prices, on 1 June for
assessments made as at 1 May and as at 1 January for assessments made on 1
December.
6.2 On the first (1st) Day following the second (2nd) anniversary of the Commencement Date and
each subsequent anniversary of such date, the Framework Prices shall be varied by the
application of the following formula:
NC = EC * Z
where:
NC is the New Charge;
EC is the Existing Charge; and
Z is 1 + (% change in RPIX Index)

100
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6.3 For the purposes of this Framework Agreement:
6.3.1 “RPIX Index” means the "Retail Prices Index excluding mortgage interest rates
(RPIX)" as published by the Office of National Statistics
(http://www.statistics.gov.uk/instantfigures.asp); and
6.3.2 the "annual percentage change in the RPIX Index" means the percentage increase
in the most recently published RPIX Index which has been confirmed by the Office for
National Statistics at the time of the request for variation.
6.4 Any increase in the Framework Prices shall be limited to the annual percentage change in the
RPIX Index applicable at the relevant Indexation Adjustment Date.
6.5 Where the published RPIX Index figure at the relevant Adjustment Date is stated to be a
provisional figure or is subsequently amended, that figure shall apply as ultimately confirmed
or amended unless the Authority and the Supplier shall agree otherwise in writing.
6.6 In the event that any changes occur to the basis of the RPIX Index, or it is no longer
published, the Authority and the Supplier shall agree a fair and reasonable adjustment to that
index or, if appropriate, shall agree a revised formula that in either event will have
substantially the same effect as that specified in this Framework Schedule 2.
6.7 For the avoidance of doubt any change to the Framework Prices implemented pursuant to
this Framework Agreement 2 (Charging Structure) are made independently of, and shall not
operate so as to increase the Charges payable by a Contracting Body under a Call-Off
Agreement in force at the time a change to the Framework Prices is implemented.
6.8 Any variation to the Charges payable under a Call-Off Agreement must be agreed in writing
between the Supplier and the relevant Contracting Body and implemented in accordance with
the provisions applicable to the Call-Off Agreement.
7 TRAVEL AND RELATED CHARGES
7.1 The Framework Prices shall be inclusive of all Supplier’s travel and expenses (including all
overnight accommodation costs) for work carried out for performance of the Services
specified in the relevant Order. Subject to paragraphs 7.2 to 7.5, the Contracting Bodies shall
not be liable for Supplier’s travel charges.
7.2 In the event that a Contracting Body requires the Supplier to travel to locations other than the
Base Location for performance of the Services specified in the relevant Order, travel charges
incurred by the Supplier shall be subject to the provisions of this paragraph 7.2 as set out
below. The Supplier shall:
7.2.1 only use public transport, standard class for all travel related to the provision of the
Services under this Framework Agreement;
7.2.2 seek prior written approval from the relevant Contracting Bodies for all travel costs to
locations other than the Base Location as specified in the Letter of Appointment (at
Appendix 2);
7.2.3 present to the Contracting Body evidence of expenditure for any public transport
charges (for standard class) for travel to locations other than the Base Location as
specified in the Letter of Appointment.
7.3 All air travel and taxis expenses shall receive prior written authorisation from the relevant
Contracting Body in advance of any expenditure and the Supplier shall present to the
Contracting Body evidence of expenditure.
7.4 All hotel expenditure shall receive prior written authorisation from the relevant Contracting
Body in advance of any expenditure and the Supplier shall present to the Contracting Body
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evidence of agreed hotel expenditure. Charges for hotel accommodation shall be at the
Contracting Body’s standard rates, unless otherwise explicitly agreed in advance in writing by
the Contracting Body.
7.5 The Supplier shall ensure that it has made itself aware of the individual Contracting Body’s
travel and subsistence policy prior to incurring travel and subsistence cost.
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FRAMEWORK SCHEDULE 3: ORDERING PROCEDURE
1. AWARD PROCEDURE
1.1 If the Authority or any Other Contracting Body decides to source the Services through the
Framework Agreement then it will award its Services Requirements in accordance with
the procedure in this Framework Schedule 3 (Ordering Procedure) and the requirements
of the Regulations and the Guidance.
1.2 If a Contracting Body can determine that:
1.2.1 its Services Requirements can be met by the Supplier's catalogue of Services
as set out in the Supplier’s description of Services on the Government
Procurement Service website;
1.2.2 the Supplier provides the most economically advantageous solution in respect
of the Contracting Body’s Services Requirements; and
1.2.3 all of the terms of the proposed contract are laid down in this Framework
Agreement and the Call Off Terms do not require amendment or any
supplementary terms and conditions;
then the Contracting Body may place an Order in accordance with the Direct Ordering
Procedure set out in paragraph 2 below.
1.3 If all of the terms of the proposed contract are not laid down in this Framework Agreement
and a Contracting Body:
1.3.1 requires the Supplier to develop proposals or a solution in respect of such

Contracting Body’s Services Requirements; and/or
1.3.2 wants to invite the Supplier to propose a Charging Structure which is more
beneficial (compared to that set out in this Framework Agreement) to the
Contracting Body; and/or
1.3.3 needs to amend or refine the Call-Off Terms to reflect its Services
Requirements to the extent permitted by and in accordance with the
Regulations and Guidance;
then the Contracting Body shall place an Order in accordance with the procedures set out
in Paragraph 3 below.
1.4 Contracting Bodies shall be entitled to share information relating to further competitions
run by Contracting Bodies pursuant to this Framework Agreement and Orders that it
places with the Supplier and pricing information (which includes information on prices
tendered in a further competition, even where an Order is not placed) and the terms of
any Call-Off Agreement, with any Crown Body or any other Contracting Body from time to
time, subject always to the provisions of Clause 17 (Confidentiality).
2. DIRECT ORDERING WITHOUT A FURTHER COMPETITION
2.1 Subject to paragraph 1.2 above any Contracting Body ordering Services under the
Framework without holding a further competition shall:
2.1.1 develop a clear Statement of Requirements setting out its requirements for the
Available Services;
2.1.2 apply the Direct Award Criteria to the catalogue of Services for all Suppliers
capable of meeting the Statement of Requirements in order to establish which
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of the Framework Suppliers provides the most economically advantageous

solution; and
2.1.3 on the basis set out above, award its Services Requirements by placing an
Order with the successful Framework Supplier in accordance with paragraph 7
below.
3. FURTHER COMPETITION PROCEDURE
3.1 Contracting Body’s Obligations
Any Contracting Body ordering Services under the Framework through a further
competition shall:
3.1.1 develop a Statement of Requirements setting out its requirements for the
Services and identify the Framework Suppliers capable of supplying the
Available Services;
3.1.2 refine the Call-Off Terms to reflect its Services Requirements only to the extent
permitted by and in accordance with the requirements of the Regulations and
Guidance;
3.1.3 invite tenders by conducting a further-competition for its Services Requirements

in accordance with the Regulations and Guidance and in particular:
(a) if lawful to do so, and if an Electronic Reverse Auction (as defined in

paragraph 4.1 below) is to be held the Contracting Body shall notify the
Framework Suppliers and shall conduct the further competition in
accordance with the procedures set out in paragraph 4;
(b) if an Electronic Reverse Auction is not used, the Contracting Body shall:
(i) invite the Framework Suppliers to develop a proposed statement of

work setting out their respective proposals in respect of such
Contracting Body's Statement of Requirements ("Statement of
Work") and submit a tender in writing for each specific contract to
be awarded by giving written notice by email to the relevant
representative of each Framework Supplier;
(ii) set a time limit for the receipt by it of the tenders which takes into
account factors such as the complexity of the subject matter of the
contract and the time needed to submit tenders; and
(iii) keep each tender confidential until the time limit set out in
paragraph 3.1.3 (b)(ii) above has expired
3.1.4 apply the Further Competition Award Criteria to the Framework Suppliers’
compliant tenders submitted through the further competition as the basis of its
decision to award a Call-Off Agreement for its Services Requirements;
3.1.5 on the basis set out above, award its Services Requirements by placing an
Order with the successful Framework Supplier in accordance with paragraph 7
which:
(a) states the Services Requirements;
(b) states the Statement of Work submitted by the successful Framework

Supplier;
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(c) states the charges payable for the Services Requirements in accordance
with the tender submitted by the successful Framework Supplier; and
(d) incorporates the Call-Off Terms applicable to the Services,
3.1.6 provide unsuccessful Framework Suppliers with feedback in relation to the

reasons why their tenders were unsuccessful.
3.2 The Supplier's Obligations
The Supplier will in writing, by the time and date specified by the Contracting Body in
accordance with paragraph 3.1.3(b) provide the Contracting Body with either:
3.2.1 a statement to the effect that it does not wish to tender in relation to the relevant
Services Requirements; or
3.2.2 the Statement of Work and full details of its tender made in respect of the
relevant Statement of Requirements. In the event that the Supplier submits a
Statement of Work, it should include, as a minimum:
(a) an email response subject line to comprise unique reference number and
Supplier name, so as to clearly identify the Supplier;
(b) a brief summary, in the email, stating whether or not the Supplier is bidding
for the Statement of Requirements;
(c) a proposal covering the Services Requirements.
(d) CVs of Key Personnel – as a minimum any lead consultant, with others, as
considered appropriate along with required staff levels; and
(e) confirmation of discounts applicable to the work, as referenced in

Framework Schedule 2 (Charging Structure).
3.2.3 The Supplier shall ensure that any prices submitted in relation to a further
competition held pursuant to this paragraph 3 shall be based on the Charging
Structure and take into account any discount to which the Contracting Body
may be entitled as set out in Framework Schedule 2 (Charging Structure).
3.2.4 The Supplier agrees that:
(a) all tenders submitted by the Supplier in relation to a further competition

held pursuant to this paragraph 3 shall remain open for acceptance by the
Contracting Authority for sixty (60) days (or such other period specified in
the invitation to tender issued by the relevant Contracting Body in
accordance with the Ordering Procedure); and
(b) all tenders submitted by the Supplier are made in good faith and that the
Supplier has not fixed or adjusted the amount of the offer by or in
accordance with any agreement or arrangement with any other person.
The Supplier certifies that it has not and undertakes that it will not:
(i) communicate to any person other than the person inviting these
offers the amount or approximate amount of the offer, except where
the disclosure, in confidence, of the approximate amount of the
offer was necessary to obtain quotations required for the
preparation of the offer; and
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(ii) enter into any arrangement or agreement with any other person that
he or the other person(s) shall refrain from making an offer or as to
the amount of any offer to be submitted.
4. E-AUCTIONS
4.1 Where lawful to do so, one or more Contracting Bodies may use an electronic reverse
auction to evaluate tenders and award a Call-off Agreement as part of a further
competition process. The Supplier shall comply with documentation issued by the
relevant Contracting Body in connection with the e-auction.
4.2 The Supplier acknowledges that Contracting Bodies may wish to undertake an electronic
reverse auction, where Framework Suppliers compete in real time by bidding lower as the
auction unfolds ("Electronic Reverse Auction").
4.3 Before undertaking an Electronic Reverse Auction, the relevant Contracting Body will
make an evaluation of all proposals against all criteria other than those which will be the
subject of the Electronic Reverse Auction.
4.4 The Contracting Body will inform the Framework Suppliers of the specification for the
Electronic Reverse Auction which shall include:
4.4.1 the information to be provided at auction, which must be expressed in figures or

percentages;
4.4.2 the mathematical formula to be used to determine automatic ranking of bids on

the basis of new prices and/or new values submitted;
4.4.3 any limits on the values which may be submitted;
4.4.4 a description of any information which will be made available to Framework

Suppliers in the course of the Electronic Reverse Auction, and when it will be
made available to them;
4.4.5 the conditions under which Framework Suppliers will be able to bid and, in
particular, the minimum differences which will, where appropriate, be required
when bidding;
4.4.6 relevant information concerning the electronic equipment used and the
arrangements and technical specification for connection;
4.4.7 the date and time of the start of the Electronic Reverse Auction; and
4.4.8 details of when and how the Electronic Reverse Auction will close.
4.5 The Electronic Reverse Auction may not start sooner than two (2) Working Days after the
date on which the specification for the Electronic Reverse Auction has been issued.
4.6 Throughout each phase of the Electronic Reverse Auction the Contracting Body will
communicate to all Framework Suppliers sufficient information to enable them to
ascertain their relative ranking.
4.7 The Supplier acknowledges and agrees that:
4.7.1 the Contracting Body and its officers, servants, agents, group companies,
assignees and customers (including the Authority) do not guarantee that its
access to the Electronic Reverse Auction will be uninterrupted or error-free;
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4.7.2 its access to the Electronic Reverse Auction may occasionally be restricted to
allow for repairs or maintenance; and
4.7.3 it will comply with all such rules that may be imposed by the Contracting Body in
relation to the operation of the Electronic Reverse Auction.
4.8 The Contracting Body will close the Electronic Reverse Auction on the basis of:
4.8.1 a date and time fixed in advance;
4.8.2 when no new prices or values meeting the specified minimum differences have
been received within the prescribed elapsed time period; or
4.8.3 when all the phases have been completed
5. NO AWARD
Notwithstanding the fact that the Contracting Body has followed a procedure as set out above in
paragraph 2 or 3, the Contracting Body shall be entitled at all times to decline to make an award
for its Services Requirements. Nothing in this Framework Agreement shall oblige any
Contracting Body to place any Order for the Services.
6. RESPONSIBILITY FOR AWARDS
6.1 The Supplier acknowledges that each Contracting Body is independently responsible for
the conduct of its award of Call-Off Agreements under the Framework and that the
Authority is not responsible or accountable for and shall have no liability whatsoever in
relation to:-
6.1.1 the conduct of other Contracting Bodies in relation to the Framework; or
6.1.2 the performance or non-performance of any Call-Off Agreements between the

Supplier and other Contracting Bodies entered into pursuant to the Framework.
7. FORM OF ORDER
7.1 Subject to paragraphs 1 to 6 above, each Contracting Body may place an Order with the
Supplier by serving an order in writing in substantially the form set out in Framework
Schedule 4: Part 1: Letter of Appointment.
7.2 The Contracting Body in placing an Order pursuant to paragraph 7.1 above shall enter a
Call-Off Agreement with the Supplier for the provision of Services referred to in that
Order. A Call-Off Agreement shall be effective from the commencement date that is
specified in the Call-Off Agreement.
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FRAMEWORK SCHEDULE 3A: AWARD CRITERIA
Part 1
DIRECT AWARD CRITERIA
Contracting Bodies who adopt this process must follow the procedures as set out below:
- Determine requirements (in accordance with paragraph 1.2 of Framework Schedule 3

(Ordering Procedure);
- Identify Suppliers capable of delivering specific requirements; and
- Select the Framework Supplier with the lowest price in accordance with the Maximum Day
Rates in Framework Schedule 2.
Part 2
FURTHER COMPETITION AWARD CRITERIA
The following criteria and weightings shall be applied to Framework Supplier's compliant tenders
submitted through the further competition. Due to the range and complexities of the public sector
customer base and requirements, the Authority, subject to the Regulations and the Guidance,
reserves the right for Contracting Bodies to define the sub-criteria, including weightings as part of the
further competition process.
Evaluation criteria Criteria Sub-criteria Sub-criteria Weighting

Weighting % %
Quality To be determined by the To be determined by

60% - 80% Contracting Body the Contracting Body
To be determined by the To be determined by

Price 20% - 40% Contracting Body the Contracting Body
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FRAMEWORK SCHEDULE 4: LETTER OF APPOINTMENT AND CALL-OFF TERMS
Part 1: Letter of Appointment
Part 2: Call-Off Terms
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FRAMEWORK SCHEDULE 5: VALUE FOR MONEY
1. Background
1.1 The Supplier acknowledges that the Authority wishes to ensure that the Services, represent
value for money to the taxpayer throughout the Term.
1.1 This Framework Schedule 5 (Value for Money) sets out the following processes to ensure this
Framework Agreement represents value for money throughout the Term:
1.1.1 benchmarking; and
1.1.2 gains share.
2. Benchmarking
Frequency of Benchmark Review
2.1 The Authority may, by written notice to the Supplier, require a Benchmark Review of any or all
of the Services.
2.2 The Authority shall not be entitled to carry out a Benchmark Review during the first twelve
(12) months after the Commencement Date nor at intervals of less than six (6) Months after
any previous Benchmark Review.
Purpose and scope of Benchmark Review
2.3 The purpose of a Benchmark Review shall be to establish whether a Benchmarked Service is
and/or the Benchmarked Services as a whole are, Good Value.
2.4 The Services that are to be the Benchmarked Services shall be identified by the Authority.
2.5 The Authority shall be entitled to publish the results of any benchmarking and the Supplier
shall use all reasonable endeavours and act in good faith to supply information required by
the Authority in order to undertake the benchmarking.
2.6 Each Party shall bear its own internal costs of the Benchmark Review.
Benchmarking Process
2.7 The Supplier shall co-operate fully with the Authority, including by providing access to
records, technical documentation, premises, equipment, systems, Supplier Staff and any
additional material at times reasonably requested by the Authority.
2.8 Once it has received the information it requires, the Authority shall finalise a sample of entities
constituting the Comparison Group and collect data relating to Comparable Services. The
selection of the Comparison Group (both in terms of number and identity of entities) and
Comparable Services shall be a matter for the Authority's judgment using:
2.8.1 information from other service providers to the Authority and/or the Contracting
Bodies;
2.8.2 survey information;
2.8.3 market intelligence;
2.8.4 the Authority's and/or the Contracting Bodies’ own data and experience;
2.8.5 relevant published information; and
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2.8.6 information from 'in-house' providers to the Authority and/or the Contracting
Bodies to the extent that Authority considers that they are valid comparators.
2.9 The Authority shall then by (i) applying an analysis of the Comparable Services derive the
Equivalent Services Data and (ii) using the Equivalent Services Data calculate the Average
Price:
2.9.1 compare the Framework Prices attributable to the Benchmarked Services with
the Average Price using the Equivalent Services Data; and
2.9.2 determine whether or not each Benchmarked Service is and/or the

Benchmarked Services as a whole are, Good Value.
2.10 In carrying out the benchmarking analysis the Authority shall have regard to the following
matters when performing a comparative assessment of the Benchmarked Services and the
Comparable Services in order to derive Equivalent Services Data:
2.10.1 the contractual and business environment under which the Services are being
provided (including the scope, scale, complexity and geographical spread of
the Services);
2.10.2 the Supplier’s risk profile including the financial, performance or liability risks
associated with the provision of the Services as a whole;
2.10.3 the extent of the Supplier's management and contract governance

responsibilities; and
2.10.4 any other factors reasonably identified by the Supplier, which, if not taken into
consideration, could unfairly cause the Supplier's pricing to appear non-
competitive (such as erroneous costing or over-aggressive pricing).
Benchmark Report
2.11 The Authority shall prepare a Benchmark Report and deliver it to the Supplier, setting out its
findings. The Benchmark Report shall:
2.11.1 include a finding as to whether or not each Benchmarked Service is and/or

whether the Benchmarked Services as a whole are, Good Value;
2.11.2 include other findings (if any) regarding the quality and competitiveness or
otherwise of those Services; and
2.11.3 if any Benchmarked Service is not Good Value, or the Benchmarked Services
as a whole are not Good Value, specify the changes that would be required to
the Framework Prices to make that Benchmarked Service, or those
Benchmarked Services as a whole, Good Value .
2.12 Benchmark Reviews shall not result in any increase to the Framework Prices or any decrease
in the performance of any Services.
2.13 If the Benchmark Report states that any Benchmarked Service is not Good Value, or that the
Benchmarked Services as a whole are not Good Value then the Supplier shall implement the
changes set out in the Benchmark Report as soon as reasonably practicable within a
timescale agreed with the Authority but in any event within no more than one (1) Month of the
receipt of the Benchmark Report.
2.14 If the Benchmark Report determines that any or all of the Benchmarked Services are not
Good Value, any failure by the Supplier to reduce the Framework Prices in accordance with
such timescales agreed between the Parties under paragraph 2.13 shall, without prejudice to
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any other rights or remedies of the Authority, constitute a Material Default for the purposes of
3. GAINS SHARE
3.1 At any time during the Term, the Supplier may where the same is not contrary to the law that
governs public procurement, make a proposal to a Contracting Body and the Authority for a
new or different way of providing all or any of the Services (a "Proposal"). Any Proposal
must clearly state that it is submitted for consideration under this gains share provision and
shall include:
3.1.1 a business case for the new or different way the Supplier intends to provide
the Services;
3.1.2 the potential direct and indirect cost savings for the Supplier and the
Contracting Bodies;
3.1.3 the potential direct and indirect costs which might be incurred by the Supplier
and the Contracting Bodies;
3.1.4 the potential benefit(s) (financial or otherwise) to the Supplier and the
Contracting Bodies; and
3.1.5 the gains share ratio.
3.2 The Supplier, the Contracting Body and the Authority shall meet to discuss the Proposal and
shall attempt to agree the investment (financial or otherwise) to be contributed by the Supplier
and the Contracting Body, the estimated amount of savings, the gains share ratio, the timing
of any payments or adjustments and the proportion of the costs and losses to be borne by the
Supplier and the Contracting Body should the Proposal be aborted or not meet its financial
objectives. The Supplier shall then submit a revised Proposal to the Contracting Body and the
Authority.
3.3 The Contracting Body shall assess the Proposal in conjunction with the Authority and shall, in
writing within one (1) Month (or such other time as agreed between the Parties), either accept
it in principle, reject it or offer recommendations or refinements in order for the Supplier to
submit a revised Proposal.
3.4 If and when the Proposal is accepted in principle by the Contracting Body and the Authority
and such agreement is put in writing, the Supplier shall formulate an implementation plan
which shall set out in more detail the way in which the Supplier intends that the Proposal shall
be implemented and the timetable for payments or adjustments to any element of the prices
paid in accordance with the agreed gains share ratio (a "Gains Share Implementation
Plan").
3.5 Once the Gains Share Implementation Plan has been agreed between the Contracting Body
and the Authority, the Supplier shall implement the Proposal in accordance with the plan and
the Supplier and the Contracting Body shall comply with any obligations they have assumed,
including adjustments to the prices paid and obligations to make payments. In each case
these will be in accordance with the timetable outlined in the Gains Share Implementation
Plan.
3.6 Following implementation, the Parties shall meet to discuss the implementation as a whole,
including a cost and benefit review.
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FRAMEWORK SCHEDULE 6: MANAGEMENT INFORMATION
1. GENERAL REQUIREMENTS
1.1 The Supplier shall operate and maintain appropriate systems, processes and records to
ensure that it can, at all times, deliver timely and accurate Management Information to the
Authority in accordance with the provisions of this Framework Schedule 6.
1.2 The Supplier shall also supply such Management Information as may be required by a
Contracting Body in accordance with the terms of a Call-Off Agreement.
2. MANAGEMENT INFORMATION AND FORMAT
2.1 The Supplier agrees to provide to the Authority:
2.1.1 timely, full, accurate and complete MI Reports which incorporate the data, in
the correct format, required by the MI Reporting Template;
2.1.2 to the extent requested by the Authority, timely, full, accurate and complete
data, in such format as the Authority may specify from time to time, in respect
of the Services and Call-Off Agreements, including:
(a) details of the Contracting Body
(b) Service and project information
(c) the pricing mechanism applied
(d) the grades of Supplier Staff providing Services
(e) the day rate applied per grade of Supplier Staff
(f) order and invoice identifying information
(g) total charges per order and invoice
(h) start and end dates for the delivery of the Service; and
2.1.3 to the extent requested by the Authority, timely, full, accurate and complete
data corresponding to that set out in paragraphs 2.1.1 and 2.1.2, in such
format as the Authority may specify from time to time, in respect of all other
consultancy services supplied by the Supplier to Contracting Bodies pursuant
to any other agreement or arrangement (including Equivalent Services).
2.2 The initial MI Reporting Template is set out in the Annex to this Framework Schedule 6. The
Authority may from time to time make changes to the MI Reporting Template, including to the
data required or format of MI Reports, and issue a replacement version of the MI Reporting
Template to the Supplier. The Authority shall give notice in writing of any such change to the
MI Reporting Template and shall specify the date from which the replacement MI Reporting
Template must be used for future MI Reports which date shall be at least thirty (30) calendar
days following the date of the notice.
2.3 If the MI Reporting Template is amended by the Authority at any time, then the Supplier
agrees to provide all future MI Reports in accordance with the most recent MI Reporting
Template issued by the Authority.
2.4 The Authority may provide the Supplier with supplemental guidance for completing the MI
Reporting Template or submitting MI Reports from time to time which may for example
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indicate which fields are mandatory and which are optional. The Supplier agrees to complete
each MI Reporting Template in accordance with any such guidance.
2.5 The Supplier may not make any amendment to the current MI Reporting Template without
Approval.
3. FREQUENCY AND COVERAGE
3.1 All MI Reports must be returned to the Authority on or prior to the Reporting Date every Month
during the Term and thereafter, until all transactions relating to Call-Off Agreements have
permanently ceased.
3.2 The MI Report should be used (among other things) to report Orders received and
transactions occurring during the Month to which the MI Report relates, regardless of when
the work was actually completed. For example, if an invoice is raised for October but the work
was actually completed in September, the Supplier must report the invoice in October's MI
Report and not September's. Each Order received by the Supplier must be reported only
once when the Order is received.
3.3 The Supplier must provide the Authority with an MI Report for each Month even where there
are no orders (including Orders) or transactions to report in the relevant Month; referred to as
a "Nil Return".
3.4 The Supplier must inform the Authority of any errors or corrections to the Management
Information:
3.4.1 in the next MI Report due immediately following discovery of the error by the
Supplier; or
3.4.2 as a result of the Authority querying any data contained in an MI Report.
4. SUBMISSION OF THE MONTHLY MI REPORT
4.1 To the extent the MI Report is contained in the MI Reporting Template, the completed MI
Report shall be completed electronically and returned to the Authority by uploading the
electronic MI Report computer file to MISO in accordance with the instructions provided in
MISO. All other information required to be included in an MI Report shall be returned to the
Authority in such manner as the Authority may notify to the Supplier from time to time.
4.2 The Authority reserves the right (acting reasonably) to specify that all or any part of an MI
Report be submitted by the Supplier using an alternative means of communication to that
specified in paragraph 4.1 such as email.
5. DEFECTIVE MANAGEMENT INFORMATION
5.1 The Supplier acknowledges that it is essential that the Authority receives timely and accurate
Management Information pursuant to this Framework Agreement because Management
Information will be used by the Authority and the Contracting Bodies to inform strategic
decision making and will allow the Authority to calculate the Management Charge and rebate
amounts pursuant to paragraphs 4.4 to 4.6 of Framework Schedule 2 (Charging Structure).
MI Failures
5.2 When an MI Report:
5.2.1 contains any material errors or material omissions or a missing mandatory

field; or
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5.2.2 is submitted in an incorrect format, for example by using an incorrect MI

Reporting Template; or
5.2.3 is not submitted by the Reporting Date (including where a Nil Return should
have been filed),
then the Authority may deem the failure to submit an MI Report correctly as an
"MI Failure".
5.3 Following an MI Failure the Authority may issue reminders to the Supplier or require the
Supplier to rectify defects in the MI Report provided to the Authority. The Supplier shall rectify
any deficient or incomplete MI Report as soon as possible and not more than five (5) Working
Days following receipt of any such reminder.
Meetings
5.4 The Supplier agrees at the request of the Authority to attend meetings with the Authority in
person to discuss the circumstances of any MI Failure(s) (without prejudice to any other rights
the Authority may have). If the Authority requests such a meeting the Supplier shall propose
measures to ensure that the MI Failures are rectified and do not occur in the future. The
Parties shall document these measures and continue to monitor the Supplier's performance.
Admin Fees
5.5 If, in any rolling three (3) Month period, two (2) or more MI Failures occur, the Supplier
acknowledges and agrees that the Authority shall have the right to invoice the Supplier Admin
Fees and (subject to paragraph 5.6) in respect of any MI Failures as they arise in subsequent
Months.
5.6 If, following activation of the Authority's right to charge Admin Fee(s) in respect of MI Failures
pursuant to paragraph 5.5, the Supplier submits the Monthly MI Report for two (2)
consecutive Months and no MI Failure occurs then the right to charge the Admin Fee(s) shall
lapse. For the avoidance of doubt the Authority shall not be prevented from exercising such
right again during the Term if the conditions in paragraph 5.5 are met.
5.7 The Supplier acknowledges and agrees that the Admin Fees are a fair reflection of the
additional costs incurred by the Authority as a result of the Supplier failing to supply
Management Information as required by this Framework Agreement.
5.8 The Authority shall notify the Supplier if any Admin Fees arise pursuant to paragraph 5.5
above and shall be entitled to invoice the Supplier for such Admin Fees which shall be
payable in accordance with Clause 14 as a supplement to the Management Charge. Any
exercise by the Authority of its rights under this paragraph shall be without prejudice to any
other rights that may arise pursuant to the terms of the Framework Agreement.
6. DEFAULT MANAGEMENT CHARGE
6.1 If:
6.1.1 three (3) MI Failures occur in any rolling six (6) Month period;
6.1.2 three (3) consecutive MI Failures occur;
then an "MI Default" shall be deemed to have occurred.
6.2 If an MI Default occurs, the Authority shall (without prejudice to any other rights or remedies
available to it under this Framework Agreement) be entitled to determine the level of
Management Charge in accordance with paragraph 6.3, which the Supplier shall be required
to pay to the Authority (the "Default Management Charge").
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6.3 The Default Management Charge shall be calculated as the higher of:
6.3.1 the average Management Charge paid or payable by the Supplier to the Authority
based on any Management Information submitted in the period preceding the
date on which the MI Default arose; or
6.3.2 the sum of five hundred pounds sterling (£500).
6.4 If an MI Default occurs, the Authority shall be entitled to invoice the Supplier the Default
Management Charge calculated in accordance with paragraph 6.3 above:
6.4.1 in arrear for those Months in which an MI Failure occurred; and
6.4.2 on an ongoing Monthly basis,
6.4.3 until all and any MI Failures have been rectified to the reasonable satisfaction of
the Authority.
6.5 For the avoidance of doubt the Parties agree that the Default Management Charge shall be
payable as though it were the Management Charge due in accordance with the provisions of
Clause 14.
6.6 If the Supplier provides sufficient Management Information to rectify any MI Failures to the
satisfaction of the Authority and the Management Information demonstrates that:
6.6.1 the Supplier has overpaid the Management Charges as a result of the application
of the Default Management Charge then the Supplier shall be entitled to a refund
of the overpayment, net of any Admin Fees where applicable; or
6.6.2 the Supplier has underpaid the Management Charges during the period when a
Default Management Charge was applied, then the Authority shall be entitled to
immediate payment of a balancing sum as a debt together with interest pursuant
to Clause 14.6.
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ANNEX – MI REPORTING TEMPLATE
RM1502 MI Template
v3 100912.xlsx
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FRAMEWORK SCHEDULE 7: ANNUAL SELF-AUDIT CERTIFICATE
[letterhead of Supplier or Supplier’s external auditor]
Government Procurement Service

9th Floor
The Capital
Old Hall Street
Liverpool L3
for itself and as agent for the Contracting Bodies

(as defined below)
Dear Sirs
We refer to the consultancyONE Framework Agreement (RM1502) dated [insert Effective Date
dd/mm/yyyy] between the Minister for the Cabinet Office acting through Government Procurement
Service as the Authority and [insert name of supplier] as the Supplier (the “Framework Agreement”).
Capitalised terms and expressions used in this letter have the same meanings as in the Framework
Agreement unless the context otherwise requires
Pursuant to the requirements of Clause 15.3 of the Framework Agreement we hereby confirm the
following:
1. In our opinion the Supplier has in place suitable systems for identifying and recording the
transactions taking place under the provisions of the Framework Agreement.
2. We have tested the systems for identifying and reporting on framework activity and found
them to be operating satisfactorily.
3. We have tested a sample of [] [Insert number of sample transactions tested] Orders and
related invoices during our audit for the financial year ended [insert financial year] and
confirm that:
3.1 such Orders are clearly identified in the Supplier’s order processing/invoicing systems
as Orders under the Framework;
3.2 where required such Orders were completely and accurately included in the MI
Reports;
3.3 all invoices related to such Orders were completely and accurately included in the MI
Reports;
3.4 all Charges in relation to such Orders comply with the requirements of the Framework
on maximum mark-ups, discounts, charge rates and fixed quotes (as applicable).
Yours faithfully
Name:………………………………………………………
Signed:…………………………………………………….
Head of Internal Audit/ Finance Director/ External Audit firm (delete as applicable)
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Date:……………………………………………………….
FRAMEWORK SCHEDULE 8: COMMERCIALLY SENSITIVE INFORMATION
1. INTRODUCTION
1.1 Without prejudice to the Authority's general obligation of confidentiality, the Parties
acknowledge that the Authority may have to disclose Information in or relating to this
Framework Agreement under Clause 18 or following a Request for Information pursuant to
Clause 21.
1.2 In this Framework Schedule 8 the Parties have sought to identify the Supplier Confidential
Information that is genuinely commercially sensitive and the disclosure of which would be the
subject of an exemption under the FOIA.
1.3 Where possible, the Parties have sought to identify where any relevant Information will cease
to fall into the category of Information to which this Framework Schedule 8 applies.
1.4 Without prejudice to the Authority's obligation to disclose Information in accordance with FOIA
or Clause 18, the Authority will, acting reasonably but in its sole discretion, seek to apply the
relevant exemption set out in the FOIA to the following Information:
No. Date Item(s) Duration of

Confidentiality
[insert date] [insert details] [insert duration]
[Guidance Note: Any information provided in this Schedule should be information which
would be exempt under the FOIA. If the information would not be exempt under FOIA the
Authority may publish it under Clause 18 (Transparency) of this Framework Agreement.]
[Guidance Note: where any information listed in this Commercially Sensitive

Information Schedule is considered to be Management Information for the purposes
of Clause 13 of the Framework Agreement and is provided by the Supplier to the
Authority, the Authority may disclose the Management Information to other
Contracting Authorities in accordance with Clause 13 of this Framework Agreement.]
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FRAMEWORK SCHEDULE 9: FRAMEWORK MANAGEMENT
1 INTRODUCTION
1.1 The successful delivery of this Framework Agreement will depend on effective Framework
management by the Authority as well as Contracting Bodies.
1.2 This Framework Schedule 9 outlines the means by which the Authority and the Contracting
Bodies will discharge their respective functions in this respect during the Term and until expiry
or termination of all Call-Off Agreements. These arrangements are separate from, and are
without prejudice to, an individual Contracting Body’s monitoring and management of the
Service Levels and Management Information which the Supplier is required to deliver under
the Call-Off Terms.
2 FRAMEWORK MANAGEMENT BY THE AUTHORITY
2.1 Framework Management Structure
2.1.1 The Supplier shall provide a suitably qualified nominated contact (the “Framework
Manager”) who will take overall responsibility for delivering the Services required
within this Framework Agreement, as well as a suitably qualified deputy to act in their
absence.
2.1.2 The Supplier shall put in place a management structure to manage the Framework in
accordance with Framework Schedule 1 (Services).
2.2 Framework Review Meetings
2.2.1 Regular performance reviews will take place throughout the Framework Agreement
through the Framework Management Review Meetings (“Framework Management
Review Meetings”) and Operational Review Meetings (“Operational Review
Meetings”). The exact timings and frequencies of the Framework Management
Meetings and Operational Review Meetings will be determined by the Authority
following award of the Framework Agreement. It is anticipated that during the first
twelve (12) Months of the Framework Agreement the structure and frequency of the
meetings will be as set out in paragraphs 2.2.2 to 2.2.4. Flexibility from both Parties
will be expected over the frequency, timings and content of these reviews.
2.2.2 The Framework Management Review Meetings will be held every Quarter between
the Authority and the Supplier’s Framework manager(s) and representatives at the
Authority’s premises. The content of the review will be as set out but not limited to the
information required in paragraph 2.2.4 but the information reviewed at the meetings
will be based on Monthly Management Information provided by the Supplier.
2.2.2 Operational Review Meetings will be held every Quarter between the Authority and
the Supplier’s framework management team. The content of the review will be as set
out but not limited to the information required in paragraph 2.2.4.
2.2.3 The Framework Management Meetings and Operational Review Meetings may be
held combined and thus held on the same date at the discretion of the Authority.
2.2.4 The Framework Management and Operational Review Meetings will focus on the
operational performance of this Framework Agreement, including:
2.2.4.1 compliance against Key Performance Indicators;
2.2.4.2 Framework revenue and savings performance, submission of Management

Information, sector revenue performance;
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2.2.4.3 incident and problem management including Supplier account management

function performance;
2.2.4.4 forward planning, opportunities and future efficiencies including standardisation

and rationalisation;
2.2.4.5 Contracting Body Satisfaction Surveys (quality and delivery of the Services etc);
and
2.2.4.6 support to category teams relating to cashable benefits.
2.3 Strategic Management Reviews:
2.3.1 The Supplier Representative and Authority Representative shall meet to hold a
Strategic Management Review every twelve (12) Months. The Authority sees these
meetings as a vital element in developing a strategic relationship with the Supplier
and to promote the building of a positive working relationship. The content of these
meetings will be agreed between both Parties at least ten (10) Working Days before
the date of the Strategic Management Review.
2.3.2 The Strategic Management Review meeting will consider as a minimum:
2.3.2.1 overall Framework performance;
2.3.2.2 efficiency opportunities, e.g. cost drivers (Supplier and Authority);
2.3.2.3 benchmarking including progress against Government efficiency targets;
2.3.2.4 market conditions (UK market share, financials);
2.3.2.5 policy updates including emerging Government initiatives; and
2.3.2.6 security and risk management.
3 KEY PERFORMANCE INDICATORS
3.1 The Supplier’s achievement of KPIs shall be reviewed during Framework Review Meetings, in
accordance with paragraph 2.2, and the review and ongoing monitoring of KPIs will form a
key part of the Framework management process as outlined in Framework Schedule 1
(Services).
3.2 The Supplier shall provide a Monthly report on its performance against each of the KPIs.
3.3 The Authority reserves the right to adjust, introduce new, or remove KPIs and/or related KPI
Targets throughout the Term provided that any significant changes to KPIs and/or KPI
Targets shall be agreed between the Authority and the Supplier.
4 ESCALATION PROCEDURE
4.1 In the event that the Authority and the Supplier are unable to agree the performance score for
any KPI during an Operational Review Meeting, the disputed score shall be recorded and the
matter shall be referred to the Management Review Meeting for resolution.
4.2 In cases where the Management Review Meeting fails to reach a solution, the matter shall be
dealt with in accordance with the procedure set out in Clause 41 (Dispute Resolution).
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5 FRAMEWORK MANAGEMENT BY GROUPS OF CONTRACTING BODIES
5.1 It will be open to different Contracting Bodies to form performance review groups for the
purpose of:
5.1.1 reviewing the performance of the Supplier in the delivery of Services across those
Contracting Bodies, including against Service Levels, Management Information and
possible future developments;
5.1.2 reviewing the operation of the Framework more generally; and
5.1.3 ensuring that the Framework is operated throughout the Term in a manner which
optimises the value for money and operational benefit derived by the Contracting
Bodies.
5.2 The Supplier shall attend meetings of such performance review groups of Contracting Bodies
at such intervals as they may reasonably require for the purposes referred to in paragraph
5.1.
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FRAMEWORK SCHEDULE 10: SPECIFIED RIGHTS OF CONTRACTING BODIES
The following are the provisions of this Framework Agreement specifically referred to in Clause 31.2
as containing rights enforceable by Contracting Bodies.
Clauses
Clause 3 (Scope of Framework Agreement)
Clause 6 (Ordering Procedures)
Clause 7 (Warranties and Representations)
Clause 10 (Call-Off Agreement Performance)
Clause 11 (Statutory Requirements and Standards)
Clause 12 (Non-discrimination)
Clause 13 (Provision of Management Information)
Clause 15 (Records and Audit Access)
Clause 16 (Contracting Body Satisfaction Monitoring)
Clause 17 (Confidentiality)
Clause 20.4 (relating to data protection)
Clause 25 (Suspension of Supplier’s Appointment)
Clause 26 (Consequences of Termination and Expiry)
Clause 27 (Liability)
Clause 28 (Insurance)
Clause 30 (Variations to this Framework Agreement)
Clause 32 (Business Continuity)
Clause 33 (Severability)
Clause 34 (Waiver and Cumulative Remedies)
Clause 39 (Complaints Handling and Resolution)
Framework Schedules
Framework Schedule 1, Part 2, paragraphs 1 and 2 (KPIs)
Framework Schedule 2, paragraph 1.2 (Charging Structure)
Framework Schedule 2, paragraph 7 (Charging Structure)
Framework Schedule 3 (Ordering Procedure)
Framework Schedule 5 (Value for Money)
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FRAMEWORK SCHEDULE 11: GUARANTEE
[Insert the name of the Guarantor]
- and -
[Insert the name of the Contracting Body]
DEED OF GUARANTEE
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THIS DEED OF GUARANTEE is made the [ day of 20[ ]]
BETWEEN:
(1) [Insert the name of the Guarantor] [a company incorporated in England and Wales with
number [ ] whose registered office is at [insert address of the Guarantor's registered
office]/[a company incorporated under the laws of [insert country if not registered in England
and Wales], registered in [insert country where registered if not in England and Wales] with
number [insert number] at [insert place of registration], whose principal office is at [insert
office address]/[insert relevant particulars of Guarantor if not a company] ("Guarantor"); and
(2) [Insert the name of the Contracting Body] whose principal office is at [insert office address]
("Beneficiary").
WHEREAS:
(A) The Guarantor has agreed, in consideration of the Beneficiary entering into the Guaranteed
Agreement with the Supplier, to guarantee the due performance by the Supplier of all of the
Supplier's obligations under the Guaranteed Agreement.
(B) It is the intention of the Parties that this document be executed and take effect as a deed.
Now in consideration of the Beneficiary entering into the Guaranteed Agreement, the Guarantor
hereby agrees with the Beneficiary as follows:
1. DEFINITIONS AND INTERPRETATION
In this Deed of Guarantee:
1.1. unless defined elsewhere in this Deed of Guarantee or the context requires otherwise,
defined terms shall have the same meaning as they have for the purposes of the Guaranteed
Agreement;
1.2. the words and phrases below shall have the following meanings:
"Authority" means the Minister for the Cabinet Office acting through Government
Procurement Service, a trading fund of the Cabinet Office whose principal office is at 9th
Floor, The Capital, Old Hall Street, Liverpool L3 9PP;
“Framework Agreement” means the consultanctONE Framework Agreement (RM1502)

dated [insert Commencement Date dd/mm/yyyy] between the Authority and the Supplier;
"Guaranteed Agreement" means the agreement for the provision of consultancy services
made between the Supplier and the Beneficiary under the Framework Agreement pursuant to
a Letter of Appointment from the Beneficiary to the Supplier dated [[insert date dd/mm/yyyy
]/[the same date as this Deed of Guarantee]] and the Call-Off Terms appended thereto;
[Guidance Note to the Contracting Body: Delete the appropriate paragraphs above
depending on when the Letter of Appointment is dated]
"Guaranteed Obligations" means all obligations of the Supplier to the Beneficiary under the
Guaranteed Agreement together with all obligations owed by the Supplier to the Beneficiary
that are supplemental to, incurred under, ancillary to or calculated by reference to the
Guaranteed Agreement; and
“Supplier” means [insert name and other details of Supplier];
1.3. references to this Deed of Guarantee and any provisions of this Deed of Guarantee or to any
other document or agreement (including to the Guaranteed Agreement) are to be construed
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as references to this Deed of Guarantee, those provisions or that document or agreement in

force for the time being and as amended, varied, supplemented, substituted or novated from
time to time;
1.4. unless the context otherwise requires, words importing the singular are to include the plural
and vice versa;
1.5. references to a person are to be construed to include that person's assignees or transferees
or successors in title, whether direct or indirect;
1.6. the words "other" and "otherwise" are not to be construed as confining the meaning of any
following words to the class of thing previously stated where a wider construction is possible;
1.7. unless the context otherwise requires, reference to a gender includes the other gender and
the neuter;
1.8. unless the context otherwise requires, references to an Act of Parliament, statutory provision
or statutory instrument include a reference to that Act of Parliament, statutory provision or
statutory instrument as amended, extended or re-enacted from time to time and to any
regulations made under it;
1.9. unless the context otherwise requires, any phrase introduced by the words "including",
"includes", "in particular", "for example" or similar, shall be construed as illustrative and
without limitation to the generality of the related general words;
1.10. references to Clauses are, unless otherwise provided, references to clauses of this Deed of
Guarantee; and
1.11. references to liability are to include any liability whether actual, contingent, present or future.
2. GUARANTEE AND INDEMNITY
2.1. The Guarantor irrevocably and unconditionally guarantees and undertakes to the Beneficiary
to procure that the Supplier duly and punctually performs all of the Guaranteed Obligations
now or hereafter due, owing or incurred by the Supplier to the Beneficiary.
2.2. The Guarantor irrevocably and unconditionally undertakes upon demand to pay to the
Beneficiary all monies and liabilities which are now or at any time hereafter shall have
become payable by the Supplier to the Beneficiary under the Guaranteed Agreement or in
respect of the Guaranteed Obligations.
2.3. If at any time the Supplier shall fail to perform any of the Guaranteed Obligations, the
Guarantor, as primary obligor, irrevocably and unconditionally undertakes to the Beneficiary
that, upon first demand by the Beneficiary it shall, at the cost and expense of the Guarantor:
2.3.1. fully, punctually and specifically perform (either itself or, with the consent of the
Beneficiary which shall not be unreasonably withheld or delayed, and provided that
the Guarantor will nonetheless remain fully responsible for the performance of the
Guaranteed Obligations, by a third party) such Guaranteed Obligations as if it were
itself a direct and primary obligor to the Beneficiary in respect of the Guaranteed
Obligations and liable as if the Guaranteed Agreement had been entered into directly
by the Guarantor and the Beneficiary; and
2.3.2. fully indemnify and keep the Beneficiary fully indemnified against all losses, damages,
costs and expenses (including VAT thereon, and including, without limitation, all court
costs and all legal fees on a solicitor and own client basis, together with any
disbursements) of whatever nature which may result or which such Beneficiary may
suffer, incur or sustain arising in any way whatsoever out of a failure by the Supplier
to perform the Guaranteed Obligations save that, subject to the other provisions of
this Deed of Guarantee, this shall not be construed as imposing greater obligations or
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liabilities on the Guarantor than are purported to be imposed on the Supplier under
the Guaranteed Agreement.
2.4. As a separate and independent obligation, the Guarantor irrevocably and unconditionally
undertakes to indemnify and keep the Beneficiary indemnified on demand against all losses,
damages, costs and expenses (including VAT thereon, and including, without limitation, all
legal costs and expenses), of whatever nature, whether arising under statute, contract or at
common law, which such Beneficiary may suffer or incur if any obligation guaranteed by the
Guarantor is or becomes unenforceable, invalid or illegal as if the obligation guaranteed had
not become unenforceable, invalid or illegal provided that the Guarantor's liability shall be no
greater than the Supplier's liability would have been if the obligation guaranteed had not
become unenforceable, invalid or illegal.
3. OBLIGATION TO ENTER INTO A NEW CONTRACT
If the Guaranteed Agreement is terminated for any reason, whether by the Beneficiary or the
Supplier, or if the Guaranteed Agreement is disclaimed by a liquidator of the Supplier or the
obligations of the Supplier are declared to be void or voidable for any reason, then the
Guarantor will (either itself or, with the consent of the Beneficiary which shall not be
unreasonably withheld or delayed, and provided that the Guarantor will nonetheless remain
fully responsible for the performance of the Guaranteed Obligations, by an Affiliate or other
third party), at the request of the Beneficiary enter into a contract with the Beneficiary in terms
mutatis mutandis the same as the Guaranteed Agreement and the obligations of the
Guarantor under such substitute agreement shall be the same as if the Guarantor had been
original obligor under the Guaranteed Agreement or under an agreement entered into on the
same terms and at the same time as the Guaranteed Agreement with the Beneficiary.
4. DEMANDS AND NOTICES
4.1. Any demand or notice served by the Beneficiary on the Guarantor under this Deed of
Guarantee shall be in writing, addressed to:
4.1.1.[insert address of the Guarantor in England and Wales]
4.1.2.Facsimile Number: [insert fax number]
4.1.3.For the Attention of: [insert name]
[Guidance Note to the Contracting Body: Relevant information to be inserted above]
or such other address in England and Wales or facsimile number as the Guarantor has from
time to time notified to the Beneficiary in writing in accordance with the terms of this Deed of
Guarantee as being an address or facsimile number for the receipt of such demands or
notices.
4.2. Any notice or demand served on the Guarantor or the Beneficiary under this Deed of
Guarantee shall be deemed to have been served:
4.2.1.if delivered by hand, at the time of delivery; or
4.2.2. if posted, at 10.00 a.m. on the second Working Day after it was put into the post; or
4.2.3. if sent by facsimile, at the time of despatch, if despatched before 5.00 p.m. on any
Working Day, and in any other case at 10.00 a.m. on the next Working Day.
4.3. In proving service of a notice or demand on the Guarantor or the Beneficiary it shall be
sufficient to prove that delivery was made, or that the envelope containing the notice or
demand was properly addressed and posted as a prepaid first class recorded delivery letter,
or that the facsimile message was properly addressed and despatched, as the case may be.
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4.4. Any notice purported to be served on the Beneficiary under this Deed of Guarantee shall only
be valid when received in writing by the Beneficiary.
5. BENEFICIARY'S PROTECTIONS
5.1. The Guarantor shall not be discharged or released from this Deed of Guarantee by any
arrangement made between the Supplier and the Beneficiary (whether or not such
arrangement is made with or without the assent of the Guarantor) or by any amendment to or
termination of the Guaranteed Agreement or by any forbearance or indulgence whether as to
payment, time, performance or otherwise granted by the Beneficiary in relation thereto
(whether or not such amendment, termination, forbearance or indulgence is made with or
without the assent of the Guarantor) or by the Beneficiary doing (or omitting to do) any other
matter or thing which but for this provision might exonerate the Guarantor.
5.2. This Deed of Guarantee shall be a continuing security for the Guaranteed Obligations and
accordingly:
5.2.1. it shall not be discharged by any partial performance (except to the extent of such
partial performance) by the Supplier of the Guaranteed Obligations or by any
omission or delay on the part of the Beneficiary in exercising its rights under this
Deed of Guarantee;
5.2.2. it shall not be affected by any dissolution, amalgamation, reconstruction,

reorganisation, change in status, function, control or ownership, insolvency,
liquidation, administration, appointment of a receiver, voluntary arrangement or other
incapacity, of the Supplier, the Beneficiary, the Guarantor or any other person;
5.2.3. if, for any reason, any of the Guaranteed Obligations shall prove to have been or shall
become void or unenforceable against the Supplier for any reason whatsoever, the
Guarantor shall nevertheless be liable in respect of that purported obligation or
liability as if the same were fully valid and enforceable and the Guarantor were
principal debtor in respect thereof; and
5.2.4. the rights of the Beneficiary against the Guarantor under this Deed of Guarantee are
in addition to, shall not be affected by and shall not prejudice, any other security,
guarantee, indemnity or other rights or remedies available to the Beneficiary.
5.3. The Beneficiary shall be entitled to exercise its rights and to make demands on the Guarantor
under this Deed of Guarantee as often as it wishes and the making of a demand (whether
effective, partial or defective) in respect of the breach or non-performance by the Supplier of
any Guaranteed Obligation shall not preclude the Beneficiary from making a further demand
in respect of the same or some other default in respect of the same Guaranteed Obligation.
5.4. The Beneficiary shall not be obliged before taking steps to enforce this Deed of Guarantee
against the Guarantor to obtain judgment against the Supplier or the Guarantor or any third
party in any court, or to make or file any claim in a bankruptcy or liquidation of the Supplier or
any third party, or to take any action whatsoever against the Supplier or the Guarantor or any
third party or to resort to any other security or guarantee or other means of payment. No
action (or inaction) by the Beneficiary in respect of any such security, guarantee or other
means of payment shall prejudice or affect the liability of the Guarantor hereunder.
5.5. The Beneficiary's rights under this Deed of Guarantee are cumulative and not exclusive of
any rights provided by law and may be exercised from time to time and as often as the
Beneficiary deems expedient.
5.6. Any waiver by the Beneficiary of any terms of this Deed of Guarantee, or of any Guaranteed
Obligations shall only be effective if given in writing and then only for the purpose and upon
the terms and conditions, if any, on which it is given.
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5.7. Any release, discharge or settlement between the Guarantor and the Beneficiary shall be
conditional upon no security, disposition or payment to the Beneficiary by the Guarantor or
any other person being void, set aside or ordered to be refunded pursuant to any enactment
or law relating to liquidation, administration or insolvency or for any other reason whatsoever
and if such condition shall not be fulfilled the Beneficiary shall be entitled to enforce this Deed
of Guarantee subsequently as if such release, discharge or settlement had not occurred and
any such payment had not been made. The Beneficiary shall be entitled to retain this security
after as well as before the payment, discharge or satisfaction of all monies, obligations and
liabilities that are or may become due owing or incurred to the Beneficiary from the Guarantor
for such period as the Beneficiary may determine.
6. RIGHTS OF SUBROGATION
The Guarantor shall, at any time when there is any default in the performance of any of the
Guaranteed Obligations by the Supplier and/or any default by the Guarantor in the
performance of any of its obligations under this Deed of Guarantee, exercise any rights it may
have:
6.1. of subrogation and indemnity;
6.2. to take the benefit of, share in or enforce any security or other guarantee or indemnity
for the Supplier's obligations; and
6.3. to prove in the liquidation or insolvency of the Supplier,
only in accordance with the Beneficiary’s written instructions and shall hold any amount
recovered as a result of the exercise of such rights on trust for the Beneficiary and pay the
same to the Beneficiary on first demand. The Guarantor hereby acknowledges that it has not
taken any security from the Supplier and agrees not to do so until the Beneficiary receives all
moneys payable hereunder and will hold any security taken in breach of this Clause on trust
for the Beneficiary.
7. REPRESENTATIONS AND WARRANTIES
7.1. The Guarantor hereby represents and warrants to the Beneficiary that:
7.1.1. the Guarantor is duly incorporated and is a validly existing company under the laws of
its place of incorporation, has the capacity to sue or be sued in its own name and has
power to carry on its business as now being conducted and to own its property and
other assets;
7.1.2. the Guarantor has full power and authority to execute, deliver and perform its
obligations under this Deed of Guarantee and no limitation on the powers of the
Guarantor will be exceeded as a result of the Guarantor entering into this Deed of
Guarantee;
7.1.3. the execution and delivery by the Guarantor of this Deed of Guarantee and the
performance by the Guarantor of its obligations under this Deed of Guarantee
including without limitation entry into and performance of a contract pursuant to
Clause 3 have been duly authorised by all necessary corporate action and do not
contravene or conflict with:
7.1.3.1. the Guarantor's memorandum and articles of association or other equivalent

constitutional documents;
7.1.3.2. any existing law, statute, rule or regulation or any judgment, decree or permit
to which the Guarantor is subject; or
7.1.3.3. the terms of any agreement or other document to which the Guarantor is a
party or which is binding upon it or any of its assets;
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7.1.4. all governmental and other authorisations, approvals, licences and consents, required
or desirable, to enable it lawfully to enter into, exercise its rights and comply with its
obligations under this Deed of Guarantee, and to make this Deed of Guarantee
admissible in evidence in its jurisdiction of incorporation, have been obtained or
effected and are in full force and effect; and
7.1.5. this Deed of Guarantee is the legal valid and binding obligation of the Guarantor and
is enforceable against the Guarantor in accordance with its terms.
7.2. The Guarantor acknowledges and agrees that:
7.2.1. the warranties, representations and undertakings contained in this Deed of

Guarantee are material and are designed to induce the Beneficiary into entering into
the Guaranteed Agreement; and
7.2.2. the Beneficiary has been induced into entering into the Guaranteed Agreement and in
doing so has relied upon on the warranties, representations and undertakings
contained herein.
8. PAYMENTS AND SET-OFF
8.1. All sums payable by the Guarantor under this Deed of Guarantee shall be paid without any
set-off, lien or counterclaim, deduction or withholding, howsoever arising, except for those
required by law, and if any deduction or withholding must be made by law, the Guarantor will
pay that additional amount which is necessary to ensure that the Beneficiary receives a net
amount equal to the full amount which it would have received if the payment had been made
without the deduction or withholding.
8.2. The Guarantor shall pay interest on any amount due under this Deed of Guarantee from the
day after the date on which payment was due up to and including the date of payment in full
(as well after as before any judgment) calculated from day to day at a rate per annum equal to
the latest inter-bank lending rate (LIBOR) plus two percent (2%) above the base rate of the
Bank of England from time to time in force.
8.3. The Guarantor will reimburse the Beneficiary for all legal and other costs (including VAT)
incurred by the Beneficiary in connection with the enforcement of this Deed of Guarantee.
9. GUARANTOR'S ACKNOWLEDGEMENT
The Guarantor warrants, acknowledges and confirms to the Beneficiary that it has not entered
into this Deed of Guarantee in reliance upon, nor has it been induced to enter into this Deed
of Guarantee by any representation, warranty or undertaking made by or on behalf of the
Beneficiary (whether express or implied and whether pursuant to statute or otherwise) which
is not set out in this Deed of Guarantee.
10. ASSIGNMENT
The Beneficiary shall be entitled to assign or transfer the benefit of this Deed of Guarantee at
any time to any person without the consent of the Guarantor being required and any such
assignment or transfer shall not release the Guarantor from its liability under this Guarantee.
11. SEVERANCE
If any provision of this Deed of Guarantee is held invalid, illegal or unenforceable for any
reason by any court of competent jurisdiction, such provision shall be severed and the
remainder of the provisions hereof shall continue in full force and effect as if this Deed of
Guarantee had been executed with the invalid, illegal or unenforceable provision eliminated.
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12. THE CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
It is agreed for the purposes of the Contracts (Rights of Third Parties) Act 1999 that:
12.1. subject to Clause 12.2, this Deed of Guarantee is not intended to, and does not, give to any
person who is not a party to this Deed of Guarantee any rights to enforce any provisions
contained in this Deed of Guarantee except for any person to whom the benefit of this Deed
of Guarantee is assigned or transferred in accordance with Clause 10; and
12.2. the Customer may, as agent and trustee for the Beneficiary, enforce on behalf of the
Beneficiary any term of this Deed of Guarantee.
13. GOVERNING LAW
13.1. This Deed of Guarantee shall be governed by and construed in all respects in accordance
with English law.
13.2. The Guarantor irrevocably agrees for the benefit of the Beneficiary that the courts of England
shall have jurisdiction to hear and determine any suit, action or proceedings and to settle any
dispute which may arise out of or in connection with this Deed of Guarantee and for such
purposes hereby irrevocably submits to the jurisdiction of such courts.
13.3. Nothing contained in this Clause 13 shall limit the rights of the Beneficiary to take proceedings
against the Guarantor in any other court of competent jurisdiction, nor shall the taking of any
such proceedings in one or more jurisdictions preclude the taking of proceedings in any other
jurisdiction, whether concurrently or not (unless precluded by applicable law).
13.4. The Guarantor irrevocably waives any objection which it may have now or in the future to the
courts of England being nominated for the purpose of this Clause on the ground of venue or
otherwise and agrees not to claim that any such court is not a convenient or appropriate
forum.
[Guidance Note: The following provision can be included to deal with the appointment of an
English process agent by a non English incorporated Guarantor] [The Guarantor hereby
irrevocably designates, appoints and empowers [insert name of Supplier] (the Supplier)
[Guidance Note: A suitable alternative to be agreed if the Supplier's registered office is
not in England or Wales] either at its registered office, or on facsimile number [insert fax no.]
from time to time to act as its authorised agent to receive notices, demands, service of
process and any other legal summons in England and Wales for the purposes of any legal
action or proceeding brought or to be brought by the Beneficiary in respect of this Deed of
Guarantee. The Guarantor hereby irrevocably consents to the service of notices and
demands, service of process or any other legal summons served in such way.]
[Guidance Note: This provision is to be completed by the Supplier where the registered
office of the Guarantor is not situated in England and Wales.]
IN WITNESS whereof the Guarantor has caused this instrument to be executed and delivered as a
Deed the day and year first before written.
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EXECUTED as a DEED by )
[Insert appropriate execution provision]
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FRAMEWORK SCHEDULE 12: SUB-CONTRACTORS
1. INTRODUCTION
1.1 This Framework Schedule 12:
1.1.1 details the procedures to select, appoint and manage Sub-Contractors; and
1.1.2 lists the key Sub-Contractors to be employed by the Supplier in the provision of
Services pursuant to Call-Off Agreements.
2. NOTIFICATION
2.1 The Supplier shall notify the Authority in writing, of any additions to the list of Sub-Contractors
specified in paragraph 3 before appointing any such additional Sub-Contractor to undertake
any obligation pursuant to a Call-Off Agreements.
2.2 Such notification will contain confirmation that the selection and appointment of the Sub-
Contractor was in accordance with the procedure to select, appoint and manage Sub-
Contractors set out in paragraph 4 of this schedule.
3. SUB-CONTRACTORS
3.1 Table of Sub-Contractors:
Name and full contact details Obligation
[Note to bidders: The Authority will

use information received in the
Supplier’s tender documents to
populate this schedule]
4. PROCEDURE TO SELECT, APPOINT AND MANAGE SUB-CONTRACTORS
4.1 The Supplier shall comply with requirements under Clause 29 of this Framework
Agreement.
4.2 The Supplier shall ensure that it puts in place and maintains throughout the Term
robust systems and procedures for the management of Sub-Contractors utilised by
the Supplier in relation to the Framework, to ensure that the work carried out by such
Sub-Contractor is delivered in the manner and to the standard required by this
Framework Agreement and any Call-Off Agreement entered into pursuant to it. Such
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management systems shall include effective monitoring of service delivery and price
management approaches.
4.3 The Supplier’s procedures for the selection, appointment and management of Sub-
Contractors shall be as set out in the Supplier’s Tender Response in Framework
Schedule 13: Supplier’s Tender Response.
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FRAMEWORK SCHEDULE 13: SUPPLIER’S TENDER RESPONSE
[Guidance Note: The Contracting Body will insert the Supplier’s Tender Response into this
Schedule]
1 This Framework Schedule 13 is taken from the Supplier’s Invitation to Tender Response
dated [DATE] and describes how the Supplier proposes to provide the Contract Services.
2 All references to [SUPPLIER NAME] within this Schedule including, but not limited to,
references to its full or abbreviated legal title as well as any references to the “contractor”,
“supplier”, “service provider”, “us” and/or “we”, shall be construed and interpreted as a
reference to the Supplier.
3. Nothing contained in Schedule 13 shall diminish or limit the Supplier’s obligations under this
Framework Agreement and any Call-Off Contract made hereunder.
[The Authority will insert the Supplier’s Tender Response here].
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UNCLASSIFIED

REVISED VERSION 8 November 2012

GOVERNMENT PROCUREMENT SERVICE

1 DEFINITIONS AND INTERPRETATION ................................................................... 3

35 RELATIONSHIP OF THE PARTIES ........................................................................ 34

THIS AGREEMENT is made on [insert Commencement Date dd/mm/yyyy]

(2) [SUPPLIER'S NAME] whose offices are at [insert address] ("Supplier").

B The Supplier submitted its response to a pre-qualification questionnaire on [insert date

1 DEFINITIONS AND INTERPRETATION

"Audit" means an inspection carried out pursuant to Clause 15;

"Auditors" shall have the meaning set out in Clause 15.4;

"BACS" means the Banks Automated Clearing System;

"CEDR" means the Centre for Effective Dispute Resolution;

"Commencement Date" means [insert date dd/mm/yyyy];

"Commercially Sensitive Information" means the Confidential Information listed in

(b) that constitutes a trade secret;

"Comparison Group" means a sample group of organisations providing Comparable

"Confidential Information" means the Authority Confidential Information, any Contracting

"Environmental Information Regulations" means the Environmental Information

"Good Industry Practice"; means standards, practices, methods and procedures

“Initial Term” has the meaning set out in Clause 2.1;

"Intellectual Property Rights" or "IPR" means:

(a) copyright, rights related to or affording protection similar to copyright, rights in

"Know-How" means all ideas, concepts, schemes, information, knowledge, techniques,

“Key Performance Indicators” or “KPIs” means the performance measurements and

"Management Information" or “MI” means the management information specified in

"Mediator" has the meaning set out in Clause 41.5.1;

“Ministry of Justice Guidance" means Ministry of Justice Guidance in relation to section 9

"MISO" means 'Management Information System Online', an online portal located at

"Persistent Failure" means any of:

"Prohibited Act" means:

(b) committing any offence:

(i) under the Bribery Act 2010; or

(ii) under legislation creating offences concerning fraudulent acts; or

(iii) at common law concerning fraudulent acts in relation to this

(c) defrauding, attempting to defraud or conspiring to defraud the Authority and/or

"Regulations" means the Public Contracts Regulations 2006 as amended;

“Service Levels” means the service levels detailed in Call-Off Agreements;

“Statement of Requirements” means a statement issued in accordance with the Ordering

"Statement of Work" means the statement submitted by a Framework Supplier as part of a

"Supplier Confidential Information" means any information, however it is conveyed, that

"Year" means a period of 12 months.

1.2.7 references in this Framework Agreement to any Clause, sub-Clause or Framework

1.2.8 references in a Framework Schedule to any paragraph or further designation shall be

PART ONE: FRAMEWORK ARRANGEMENTS AND AWARD PROCEDURE

2 TERM OF FRAMEWORK AGREEMENT

3 SCOPE OF FRAMEWORK AGREEMENT

PART TWO: SUPPLIER’S GENERAL FRAMEWORK OBLIGATIONS

7 WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS

7.1.2 this Framework Agreement is executed by a duly authorised representative of the

7.1.8 no claim is being asserted and no litigation, arbitration or administrative proceeding is

7.2 The Supplier shall promptly notify the Authority in writing:

7.5 The Supplier acknowledges and agrees that:

7.5.1 the warranties, representations and undertakings contained in this Framework

8 PREVENTION OF BRIBERY AND CORRUPTION

8.1 The Supplier shall not:

8.3 The Supplier shall:

8.5.1 this Clause 8; or

9 SAFEGUARD AGAINST FRAUD