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2017 Standard Crime Contract | 2017 Standard Crime Contract | ||
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Standard Terms | Standard Terms | ||
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- | 1Contents | + | February 2017 |
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- | July 2016 | + | |
Clause Heading | Clause Heading | ||
+ | |||
Interpretation | Interpretation | ||
+ | |||
Relationship and communication | Relationship and communication | ||
+ | |||
Working with third parties | Working with third parties | ||
+ | |||
Financial disclosure and risk | Financial disclosure and risk | ||
+ | |||
Equality and diversity | Equality and diversity | ||
+ | |||
Logos and marketing | Logos and marketing | ||
+ | |||
Your obligations, looking after Clients, compliance and self-monitoring | Your obligations, looking after Clients, compliance and self-monitoring | ||
+ | |||
Keeping records and completing and returning forms | Keeping records and completing and returning forms | ||
+ | |||
Provision of information and access to your premises | Provision of information and access to your premises | ||
+ | |||
Standard of Contract Work | Standard of Contract Work | ||
+ | |||
KPIs | KPIs | ||
+ | |||
Contract Documents and precedence | Contract Documents and precedence | ||
+ | |||
Amendments to the Contract Documents | Amendments to the Contract Documents | ||
+ | |||
Your account with us, Claims, payments and Assessments | Your account with us, Claims, payments and Assessments | ||
+ | |||
Confidentiality | Confidentiality | ||
+ | |||
Data protection | Data protection | ||
+ | |||
FOIA | FOIA | ||
+ | |||
Warranties | Warranties | ||
+ | |||
Indemnity | Indemnity | ||
+ | |||
Giving notices | Giving notices | ||
+ | |||
Things you must tell us about | Things you must tell us about | ||
+ | |||
Novations and Qualifying Events | Novations and Qualifying Events | ||
+ | |||
Bribery, collusion, false tenders, fraud and unethical behaviour | Bribery, collusion, false tenders, fraud and unethical behaviour | ||
+ | |||
Sanctions | Sanctions | ||
+ | |||
How this Contract can be ended | How this Contract can be ended | ||
+ | |||
Consequences of termination | Consequences of termination | ||
+ | |||
Reconsidering decisions and the review procedure | Reconsidering decisions and the review procedure | ||
+ | |||
Dispute resolution | Dispute resolution | ||
+ | |||
Governing law and jurisdiction | Governing law and jurisdiction | ||
+ | |||
General | General | ||
+ | |||
21. Interpretation | 21. Interpretation | ||
+ | |||
1.1 In this Contract the following expressions have the following meanings: | 1.1 In this Contract the following expressions have the following meanings: | ||
+ | |||
“Act” means the Legal Aid, Sentencing and Punishment of Offenders Act 2012; | “Act” means the Legal Aid, Sentencing and Punishment of Offenders Act 2012; | ||
+ | |||
“Advocacy Assistance” has the meaning given in section 15 of the Act; | “Advocacy Assistance” has the meaning given in section 15 of the Act; | ||
+ | |||
“Affiliate” means any other entity which directly or indirectly Controls, is Controlled | “Affiliate” means any other entity which directly or indirectly Controls, is Controlled | ||
by, or under direct or indirect common Control with you; | by, or under direct or indirect common Control with you; | ||
+ | |||
“Agent” means an individual or organisation (other than Counsel) engaged by you | “Agent” means an individual or organisation (other than Counsel) engaged by you | ||
to undertake Contract Work in accordance with the provisions of the Contract; | to undertake Contract Work in accordance with the provisions of the Contract; | ||
+ | |||
“Appeals and Reviews” means work in respect of an appeal or review of a criminal | “Appeals and Reviews” means work in respect of an appeal or review of a criminal | ||
conviction or sentence, and the making of an application to the Criminal Cases | conviction or sentence, and the making of an application to the Criminal Cases | ||
Review Commission (CCRC); | Review Commission (CCRC); | ||
+ | |||
“Approved Third Party” means an individual or organisation engaged by you to | “Approved Third Party” means an individual or organisation engaged by you to | ||
undertake non-legal work ancillary to Contract Work, including experts and | undertake non-legal work ancillary to Contract Work, including experts and | ||
translators but excluding Agents and Counsel; | translators but excluding Agents and Counsel; | ||
+ | |||
“Arrangements” means any arrangements made under the Act by us; | “Arrangements” means any arrangements made under the Act by us; | ||
+ | |||
“Assessment” means an assessment by us or by a competent court or tribunal, of | “Assessment” means an assessment by us or by a competent court or tribunal, of | ||
the amount which (subject to the provisions of this Contract) is due in respect of | the amount which (subject to the provisions of this Contract) is due in respect of | ||
a Claim (on an appeal or otherwise) and “Assess” has the associated meaning; | a Claim (on an appeal or otherwise) and “Assess” has the associated meaning; | ||
+ | |||
“Associated Civil Work” means Legal Help and civil Legal Representation in actual | “Associated Civil Work” means Legal Help and civil Legal Representation in actual | ||
or proposed proceedings: | or proposed proceedings: | ||
+ | |||
(a) for judicial review (including proceedings under the Human Rights Act | (a) for judicial review (including proceedings under the Human Rights Act | ||
1998) or proceedings for habeas corpus, provided those proceedings | 1998) or proceedings for habeas corpus, provided those proceedings | ||
arise from a Matter or Case within the "Crime" Category of Law; or | arise from a Matter or Case within the "Crime" Category of Law; or | ||
+ | |||
(b) under the Proceeds of Crime Act 2002; or | (b) under the Proceeds of Crime Act 2002; or | ||
+ | |||
(c) Civil Legal Services in relation to proceedings for injunctions sought in | (c) Civil Legal Services in relation to proceedings for injunctions sought in | ||
respect of alleged anti-social behaviour arising under Part 1 section 1 | respect of alleged anti-social behaviour arising under Part 1 section 1 | ||
of the Anti-Social Behaviour, Crime and Policing Act 2014; | of the Anti-Social Behaviour, Crime and Policing Act 2014; | ||
“Audit” means: | “Audit” means: | ||
+ | |||
(a) an Official Investigation; and/or | (a) an Official Investigation; and/or | ||
+ | |||
(b) an investigation by us in connection with the performance of your | (b) an investigation by us in connection with the performance of your | ||
obligations and/or to check your compliance with your obligations | obligations and/or to check your compliance with your obligations | ||
under this Contract; | under this Contract; | ||
+ | |||
“Auditor General” means an officer of the House of Commons who exercises its | “Auditor General” means an officer of the House of Commons who exercises its | ||
functions in accordance with the Budget Responsibility and National Audit Act | functions in accordance with the Budget Responsibility and National Audit Act | ||
2011; | 2011; | ||
+ | |||
“Authorisation” means any authorisation given for the purposes of section 5 of the | “Authorisation” means any authorisation given for the purposes of section 5 of the | ||
Act or regulations made under that section; | Act or regulations made under that section; | ||
- | July 2016 | + | February 2017 |
3“Bank Covenants” means the agreed performance guidelines set for your Bank | 3“Bank Covenants” means the agreed performance guidelines set for your Bank | ||
Facilities (if any); | Facilities (if any); | ||
+ | |||
“Bank Facilities” means any overdraft limits or credit facility available to you and | “Bank Facilities” means any overdraft limits or credit facility available to you and | ||
their associated terms; | their associated terms; | ||
+ | |||
"Bribery Legislation" means the Bribery Act 2010 and any subordinate legislation | "Bribery Legislation" means the Bribery Act 2010 and any subordinate legislation | ||
made under it from time to time together with any guidance or codes of practice | made under it from time to time together with any guidance or codes of practice | ||
issued by the government concerning the legislation; | issued by the government concerning the legislation; | ||
+ | |||
“Business Continuity Plan” means your written plan setting out the processes and | “Business Continuity Plan” means your written plan setting out the processes and | ||
arrangements which you will follow to ensure continuity of your business processes | arrangements which you will follow to ensure continuity of your business processes | ||
Line 118: | Line 142: | ||
of Contract Work and the recovery of the provision of Contract Work in the event | of Contract Work and the recovery of the provision of Contract Work in the event | ||
of an Unplanned Interruption; | of an Unplanned Interruption; | ||
+ | |||
“Business Day” means any day except Saturday, Sunday and any bank or public | “Business Day” means any day except Saturday, Sunday and any bank or public | ||
holiday in England and Wales; | holiday in England and Wales; | ||
+ | |||
“Business Hours” means 9am to 5.30pm each Business Day; | “Business Hours” means 9am to 5.30pm each Business Day; | ||
+ | |||
“Case” means all the work carried out under this Contract in Criminal Proceedings | “Case” means all the work carried out under this Contract in Criminal Proceedings | ||
and Prison Law for all Clients represented by you in those proceedings in respect | and Prison Law for all Clients represented by you in those proceedings in respect | ||
of: | of: | ||
+ | |||
(a) one offence (that is an offence for which the Client is charged or | (a) one offence (that is an offence for which the Client is charged or | ||
summoned or otherwise required to appear in court); or | summoned or otherwise required to appear in court); or | ||
+ | |||
(b) more than one offence, where one or more charges or informations | (b) more than one offence, where one or more charges or informations | ||
are preferred or laid at the same time; or where | are preferred or laid at the same time; or where | ||
+ | |||
(c) the offences are allegedly founded on the same facts or form part of | (c) the offences are allegedly founded on the same facts or form part of | ||
a series of offences; | a series of offences; | ||
+ | |||
“Category of Law” or “Category” or “Category of Work” means a "category of law" | “Category of Law” or “Category” or “Category of Work” means a "category of law" | ||
set out in the Category Definitions document, published by us on our website (as | set out in the Category Definitions document, published by us on our website (as | ||
Line 135: | Line 166: | ||
Contract Document such amendments would not have been prohibited by Clause | Contract Document such amendments would not have been prohibited by Clause | ||
13.1); | 13.1); | ||
+ | |||
“CEDR” means the Centre for Effective Dispute Resolution; | “CEDR” means the Centre for Effective Dispute Resolution; | ||
+ | |||
“Certificate” means as described in Legal Aid Legislation; | “Certificate” means as described in Legal Aid Legislation; | ||
+ | |||
“Change of Control” means a change of control that shall occur in respect of a | “Change of Control” means a change of control that shall occur in respect of a | ||
person where: | person where: | ||
+ | |||
(a) Control of that person is obtained by any person who did not at the | (a) Control of that person is obtained by any person who did not at the | ||
Contract Start Date hold Control of that person; or | Contract Start Date hold Control of that person; or | ||
+ | |||
(b) a person who has Control of that person at any time during the | (b) a person who has Control of that person at any time during the | ||
Contract Period ceases to have Control of that person | Contract Period ceases to have Control of that person | ||
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person where its Ultimate Parent Company (if any) before the relevant event | person where its Ultimate Parent Company (if any) before the relevant event | ||
remains its Ultimate Parent Company after the event; | remains its Ultimate Parent Company after the event; | ||
- | July 2016 | + | |
4“Civil Legal Services” has the meaning given to it in section 8 of the Act; | 4“Civil Legal Services” has the meaning given to it in section 8 of the Act; | ||
+ | |||
“Civil Merits Regulations” means the Civil Legal Aid (Merits Criteria) Regulations | “Civil Merits Regulations” means the Civil Legal Aid (Merits Criteria) Regulations | ||
2013; | 2013; | ||
+ | |||
“CJS Online” means the online system for managing the transmission of | “CJS Online” means the online system for managing the transmission of | ||
information between component parts of the criminal justice system including | information between component parts of the criminal justice system including | ||
courts, police, prosecution and defence organisations; | courts, police, prosecution and defence organisations; | ||
+ | |||
“Claim” means a claim for payment for Contract Work submitted on the Contract | “Claim” means a claim for payment for Contract Work submitted on the Contract | ||
Report Form we specify for that purpose; | Report Form we specify for that purpose; | ||
+ | |||
“Class of Work” means Criminal Investigations, Criminal Proceedings, Appeals and | “Class of Work” means Criminal Investigations, Criminal Proceedings, Appeals and | ||
Reviews, Prison Law and Associated Civil Work and “Class” and “Classes” have the | Reviews, Prison Law and Associated Civil Work and “Class” and “Classes” have the | ||
corresponding meaning; | corresponding meaning; | ||
+ | |||
“Clause” means a clause in these Standard Terms (unless specified otherwise); | “Clause” means a clause in these Standard Terms (unless specified otherwise); | ||
+ | |||
“Client” means an individual whom the Director (or a person authorised by the | “Client” means an individual whom the Director (or a person authorised by the | ||
Director) or the court has determined qualifies for receipt of Contract Work and | Director) or the court has determined qualifies for receipt of Contract Work and | ||
for whom you are performing or have performed Contract Work; | for whom you are performing or have performed Contract Work; | ||
+ | |||
“Comptroller” means an officer of the House of Commons who exercises its | “Comptroller” means an officer of the House of Commons who exercises its | ||
functions in accordance with the Budget Responsibility and National Audit Act | functions in accordance with the Budget Responsibility and National Audit Act | ||
2011; | 2011; | ||
+ | |||
“Constable” means a police officer, a British Transport Police officer, an officer of | “Constable” means a police officer, a British Transport Police officer, an officer of | ||
HM Revenue and Customs and any other official with a power of arrest by virtue | HM Revenue and Customs and any other official with a power of arrest by virtue | ||
Line 171: | Line 216: | ||
search premises or are required by section 66(9) of the Police and Criminal | search premises or are required by section 66(9) of the Police and Criminal | ||
Evidence Act 1984 (PACE) to have regard to the PACE Codes of Practice; | Evidence Act 1984 (PACE) to have regard to the PACE Codes of Practice; | ||
+ | |||
“Consultative Bodies” means The Law Society, the Legal Aid Practitioners Group, | “Consultative Bodies” means The Law Society, the Legal Aid Practitioners Group, | ||
and The Bar Council. For Associated Civil Work only, Consultative Bodies also | and The Bar Council. For Associated Civil Work only, Consultative Bodies also | ||
includes the Advice Services Alliance; | includes the Advice Services Alliance; | ||
+ | |||
“Contract” means the agreement between you and us which consists of the | “Contract” means the agreement between you and us which consists of the | ||
Contract Documents; | Contract Documents; | ||
+ | |||
“Contract Documents” has the meaning given to it in Clause 12.1; | “Contract Documents” has the meaning given to it in Clause 12.1; | ||
+ | |||
“Contract for Signature” means the document of that name issued by us and | “Contract for Signature” means the document of that name issued by us and | ||
signed by you and us in relation to this Contract; | signed by you and us in relation to this Contract; | ||
+ | |||
“Contract Liaison Manager” means the member of your personnel nominated by | “Contract Liaison Manager” means the member of your personnel nominated by | ||
you from time to time in accordance with Clause 2 to liaise with us on day to day | you from time to time in accordance with Clause 2 to liaise with us on day to day | ||
matters concerning this Contract being, as at the Contract Start Date, as set out | matters concerning this Contract being, as at the Contract Start Date, as set out | ||
in your Contract for Signature; | in your Contract for Signature; | ||
+ | |||
“Contract Manager” means a person nominated by us from time to time in | “Contract Manager” means a person nominated by us from time to time in | ||
accordance with Clause 2 to liaise with you about this Contract; | accordance with Clause 2 to liaise with you about this Contract; | ||
+ | |||
“Contract Period” has the meaning given to it in the Contract for Signature; | “Contract Period” has the meaning given to it in the Contract for Signature; | ||
+ | |||
“Contract Report” means a report providing information required by us on any | “Contract Report” means a report providing information required by us on any | ||
aspect of your performance under this Contract, on the Matters and cases | aspect of your performance under this Contract, on the Matters and cases | ||
- | July 2016 | + | commenced under it (including the Contract Work performed and the current |
- | 5commenced under it (including the Contract Work performed and the current | + | |
position on each such Matter or case and the names and addresses of Clients) and | position on each such Matter or case and the names and addresses of Clients) and | ||
on Claims made and payments received; | on Claims made and payments received; | ||
+ | |||
“Contract Report Form” means such form as we may specify (in any format we | “Contract Report Form” means such form as we may specify (in any format we | ||
specify, including electronic format) for making claims or for providing information | specify, including electronic format) for making claims or for providing information | ||
about you and/or this Contract including, Contract Work, your performance under | about you and/or this Contract including, Contract Work, your performance under | ||
and compliance with this Contract or your legal status and constitution; | and compliance with this Contract or your legal status and constitution; | ||
+ | |||
“Contract Review Body” and “CRB” means the body appointed in accordance with | “Contract Review Body” and “CRB” means the body appointed in accordance with | ||
Clause 27.14 to determine formal reviews pursuant to Clause 27; | Clause 27.14 to determine formal reviews pursuant to Clause 27; | ||
“Contract Start Date” means the date specified in your Contract for Signature as | “Contract Start Date” means the date specified in your Contract for Signature as | ||
the date this Contract starts; | the date this Contract starts; | ||
+ | |||
“Contract Work” means the work that you may perform for Clients in the Category | “Contract Work” means the work that you may perform for Clients in the Category | ||
or Categories of Law and/or Class(es) of Work specified in your Schedule(s) and | or Categories of Law and/or Class(es) of Work specified in your Schedule(s) and | ||
the Specification under, or by virtue of, this Contract; | the Specification under, or by virtue of, this Contract; | ||
+ | |||
“Control” means the possession by a person or body directly or indirectly of the | “Control” means the possession by a person or body directly or indirectly of the | ||
power to direct or cause the direction of your management, policies or affairs | power to direct or cause the direction of your management, policies or affairs | ||
(whether through the exercise of voting shares, by contract or otherwise) and | (whether through the exercise of voting shares, by contract or otherwise) and | ||
+ | |||
“Controlled” and “Controllers” shall be interpreted accordingly; | “Controlled” and “Controllers” shall be interpreted accordingly; | ||
+ | |||
“Costs Assessment Manuals” means our manuals setting out guidance as to how | “Costs Assessment Manuals” means our manuals setting out guidance as to how | ||
the courts will assess costs in Legal Aid matters and accordingly how we will Assess | the courts will assess costs in Legal Aid matters and accordingly how we will Assess | ||
Claims, as may be amended by us provided that had the Costs Assessment | Claims, as may be amended by us provided that had the Costs Assessment | ||
Manuals been a Contract Document, such amendments would not have been | Manuals been a Contract Document, such amendments would not have been | ||
- | prohibited by Clause 13.1; “Costs Assessment Guidance” has the corresponding | + | prohibited by Clause 13.1; |
- | meaning; | + | |
“Counsel” means a barrister or solicitor with higher rights of audience in | “Counsel” means a barrister or solicitor with higher rights of audience in | ||
independent practice; | independent practice; | ||
+ | |||
“Criminal Cases Review Commission” or “CCRC” means the independent body that | “Criminal Cases Review Commission” or “CCRC” means the independent body that | ||
reviews potential miscarriages of justice in criminal cases in England, Wales and | reviews potential miscarriages of justice in criminal cases in England, Wales and | ||
Northern Ireland; | Northern Ireland; | ||
+ | |||
“Criminal Defence Direct” is a service provided by independent contractors under | “Criminal Defence Direct” is a service provided by independent contractors under | ||
separate contractual arrangements. Criminal Defence Direct’s role is to provide | separate contractual arrangements. Criminal Defence Direct’s role is to provide | ||
Police Station Telephone Advice for Clients at the Police Station on Matters which | Police Station Telephone Advice for Clients at the Police Station on Matters which | ||
fall outside the scope of this Contract; | fall outside the scope of this Contract; | ||
+ | |||
“Criminal Investigations” means the Units of Work covered by the "Criminal | “Criminal Investigations” means the Units of Work covered by the "Criminal | ||
Investigations" Class of Work set out at Paragraph 1.3 of the Specification; | Investigations" Class of Work set out at Paragraph 1.3 of the Specification; | ||
+ | |||
“Criminal Proceedings” has the meaning given to it in section 14 of the Act and | “Criminal Proceedings” has the meaning given to it in section 14 of the Act and | ||
regulation 9 of the Criminal Legal Aid (General) Regulations 2013; | regulation 9 of the Criminal Legal Aid (General) Regulations 2013; | ||
+ | |||
“Data” means as specified in the Data Protection Act 1998; | “Data” means as specified in the Data Protection Act 1998; | ||
+ | |||
“Data Protection Legislation” means the Data Protection Act 1998, the EU Data | “Data Protection Legislation” means the Data Protection Act 1998, the EU Data | ||
Protection Directive 95/46/EC, the Regulation of Investigatory Powers Act 2000, | Protection Directive 95/46/EC, the Regulation of Investigatory Powers Act 2000, | ||
Line 245: | Line 309: | ||
Electronic | Electronic | ||
Communications (EC Directive) (Amendment) Regulations 2011 and all applicable | Communications (EC Directive) (Amendment) Regulations 2011 and all applicable | ||
- | July 2016 | + | laws, regulations, statute, declaration, decree, directive, legislative enactment, |
- | 6laws, regulations, statute, declaration, decree, directive, legislative enactment, | + | order, ordinance, regulation, rule or other binding restriction (as amended, |
- | order, ordinance, regulation, rule or other binding restriction (as amended, | + | |
consolidated or re-enacted from time to time) relating to the protection of | consolidated or re-enacted from time to time) relating to the protection of | ||
individuals with regards to the processing of personal data and privacy to which a | individuals with regards to the processing of personal data and privacy to which a | ||
- | party is subject, including where applicable the guidance and codes of practice | + | party is subject, including the GDPR on and from 25 May 2018, the date upon |
+ | which the GDPR applies (as set out in Article 99 (Entry into force and application) | ||
+ | of the GDPR) and including where applicable the guidance and codes of practice | ||
issued by the UK’s Information Commissioner’s Office and any generally accepted | issued by the UK’s Information Commissioner’s Office and any generally accepted | ||
code of good practice; | code of good practice; | ||
+ | |||
“Data Security Guidance” means our published guidance regarding compliance | “Data Security Guidance” means our published guidance regarding compliance | ||
with the Data Security Requirements (which can be located on our website) as | with the Data Security Requirements (which can be located on our website) as | ||
Line 258: | Line 324: | ||
Contract Document such amendments would not have been prohibited by Clause | Contract Document such amendments would not have been prohibited by Clause | ||
13.1; | 13.1; | ||
+ | |||
“Data Security Requirements” means our data security requirements (which can | “Data Security Requirements” means our data security requirements (which can | ||
be located on our website) as may be amended by us provided that had the Data | be located on our website) as may be amended by us provided that had the Data | ||
Security Requirements been a Contract Document such amendments would not | Security Requirements been a Contract Document such amendments would not | ||
have been prohibited by Clause 13.1; | have been prohibited by Clause 13.1; | ||
+ | |||
“Delegated Functions” means a function of the Director or the Lord Chancellor | “Delegated Functions” means a function of the Director or the Lord Chancellor | ||
delegated to you by an Authorisation; | delegated to you by an Authorisation; | ||
+ | |||
“Direct Losses” means damages, losses, indebtedness, claims, actions, costs | “Direct Losses” means damages, losses, indebtedness, claims, actions, costs | ||
(including the cost of legal or professional services, legal costs being on an | (including the cost of legal or professional services, legal costs being on an | ||
indemnity basis), expenses, liabilities, proceedings, demands and charges whether | indemnity basis), expenses, liabilities, proceedings, demands and charges whether | ||
arising under statute, contract or at common law, but excluding Indirect Losses; | arising under statute, contract or at common law, but excluding Indirect Losses; | ||
+ | |||
“Director” means the Director of Legal Aid Casework designated under section 4 | “Director” means the Director of Legal Aid Casework designated under section 4 | ||
of the Act; | of the Act; | ||
+ | |||
“DOTAS” means the Disclosure of Tax Avoidance Schemes rules which require a | “DOTAS” means the Disclosure of Tax Avoidance Schemes rules which require a | ||
promoter of tax schemes to tell HM Revenue and Customs of any specified | promoter of tax schemes to tell HM Revenue and Customs of any specified | ||
Line 279: | Line 350: | ||
2004) Regulations 2012, SI 2012/1868) made under section 132A of the Social | 2004) Regulations 2012, SI 2012/1868) made under section 132A of the Social | ||
Security Administration Act 1992; | Security Administration Act 1992; | ||
+ | |||
“Duty Scheme” or “Scheme” means a duty scheme operating under this Contract | “Duty Scheme” or “Scheme” means a duty scheme operating under this Contract | ||
- | covering one or more magistrates’ courts or Police Stations; | + | covering one or more magistrates’ courts and/or Police Stations; |
“Duty Solicitor” means a person who has previously been a member of a Scheme | “Duty Solicitor” means a person who has previously been a member of a Scheme | ||
under a Previous Contract or is a current member of the Law Society’s Criminal | under a Previous Contract or is a current member of the Law Society’s Criminal | ||
- | Litigation Accreditation Scheme and undertaken the PSQ; | + | Litigation Accreditation Scheme and passed the PSQ; |
“DX” means the Document Exchange service operated by DX Network Services | “DX” means the Document Exchange service operated by DX Network Services | ||
Limited, whose registered office is situated at DX House, Ridgeway, Iver, Bucks, | Limited, whose registered office is situated at DX House, Ridgeway, Iver, Bucks, | ||
SL0 9JQ, and its successors and assignees; | SL0 9JQ, and its successors and assignees; | ||
+ | |||
“Employee” means an individual who undertakes Contract Work on your behalf | “Employee” means an individual who undertakes Contract Work on your behalf | ||
and who: | and who: | ||
- | July 2016 | + | |
- | (a) is a director, member or partner of your organisation; or | + | (a) |
- | (b) holds a contract of employment with you; | + | is a director, member or partner of your organisation; or |
- | 7and (with the exception of directors, Members of LLPs or partners) has | + | |
+ | b) | ||
+ | holds a contract of employment with you; | ||
+ | and (with the exception of directors, Members of LLPs or partners) has | ||
employment rights including but not limited to the right to claim unfair dismissal | employment rights including but not limited to the right to claim unfair dismissal | ||
and statutory redundancy payments and who (in all cases) is fully integrated into | and statutory redundancy payments and who (in all cases) is fully integrated into | ||
Line 299: | Line 377: | ||
employed, independent contractors or hold a contract for services do not meet | employed, independent contractors or hold a contract for services do not meet | ||
this definition. "Employ" and "Employed" shall be construed accordingly; | this definition. "Employ" and "Employed" shall be construed accordingly; | ||
+ | |||
“Employee Liability Information” means the information which a transferor is | “Employee Liability Information” means the information which a transferor is | ||
obliged to notify to a transferee pursuant to Regulation 11(2) of TUPE regarding | obliged to notify to a transferee pursuant to Regulation 11(2) of TUPE regarding | ||
Line 304: | Line 383: | ||
resources or employees which is the subject of a relevant transfer and also such | resources or employees which is the subject of a relevant transfer and also such | ||
employees as fall within Regulation 11(4) of TUPE; | employees as fall within Regulation 11(4) of TUPE; | ||
+ | |||
“Environmental Information Regulations” means the Environmental Information | “Environmental Information Regulations” means the Environmental Information | ||
Regulations 2004 together with any guidance and/or codes of practice issued by | Regulations 2004 together with any guidance and/or codes of practice issued by | ||
the Information Commissioner or relevant government department in relation to | the Information Commissioner or relevant government department in relation to | ||
such regulations; | such regulations; | ||
+ | |||
“Equality and Diversity Guidance” means our guidelines regarding Providers’ | “Equality and Diversity Guidance” means our guidelines regarding Providers’ | ||
compliance with equality and diversity legislation and Clause 5, as may be | compliance with equality and diversity legislation and Clause 5, as may be | ||
Line 313: | Line 394: | ||
Contract Document such amendments would not have been prohibited by Clause | Contract Document such amendments would not have been prohibited by Clause | ||
13.1; | 13.1; | ||
+ | |||
“Equality and Diversity Policy” has the meaning given to it in Clause 5.2(b); | “Equality and Diversity Policy” has the meaning given to it in Clause 5.2(b); | ||
+ | |||
“Excess Claims” has the meaning given to it in Clause 14.21; | “Excess Claims” has the meaning given to it in Clause 14.21; | ||
+ | |||
“FOIA” means the Freedom of Information Act 2000 and any subordinate | “FOIA” means the Freedom of Information Act 2000 and any subordinate | ||
legislation made under the Freedom of Information Act 2000 from time to time | legislation made under the Freedom of Information Act 2000 from time to time | ||
together with any guidance and/or codes of practice issued by the Information | together with any guidance and/or codes of practice issued by the Information | ||
Commissioner or relevant government department in relation to the same; | Commissioner or relevant government department in relation to the same; | ||
+ | |||
“Formal Dispute” has the meaning given to it in Clause 28.1; | “Formal Dispute” has the meaning given to it in Clause 28.1; | ||
+ | |||
“Former Client” means a person for whom you have performed work under the | “Former Client” means a person for whom you have performed work under the | ||
Act, the Access to Justice Act 1999 or the Legal Aid Act 1988; | Act, the Access to Justice Act 1999 or the Legal Aid Act 1988; | ||
+ | |||
“Fundamental Breach” means: | “Fundamental Breach” means: | ||
+ | |||
(a) those matters specified in this Contract as being a Fundamental | (a) those matters specified in this Contract as being a Fundamental | ||
Breach; and/or | Breach; and/or | ||
+ | |||
(b) any breach of this Contract involving dishonesty by you or your | (b) any breach of this Contract involving dishonesty by you or your | ||
personnel; | personnel; | ||
+ | |||
“General Anti-Abuse Rule” means (a) the legislation in Part 5 of the Finance Act | “General Anti-Abuse Rule” means (a) the legislation in Part 5 of the Finance Act | ||
2013; and (b) any future legislation introduced into parliament to counteract tax | 2013; and (b) any future legislation introduced into parliament to counteract tax | ||
advantages arising from abusive arrangements to avoid national insurance | advantages arising from abusive arrangements to avoid national insurance | ||
contributions; | contributions; | ||
+ | |||
+ | “GDPR” means the General Data Protection Regulation (EU) 2016/679 of the | ||
+ | European Parliament and of the Council of 27 April 2016 on the protection of | ||
+ | natural persons with regard to the processing of personal data and on the free | ||
+ | movement of such data, and repealing Directive 95/46/EC; | ||
+ | |||
“Good Industry Practice” means that degree of skill, care, diligence, prudence, | “Good Industry Practice” means that degree of skill, care, diligence, prudence, | ||
timeliness, efficiency and foresight which could reasonably and ordinarily be | timeliness, efficiency and foresight which could reasonably and ordinarily be | ||
expected from a skilled, experienced and professionally managed provider of legal | expected from a skilled, experienced and professionally managed provider of legal | ||
services similar to those required to be provided under this Contract; | services similar to those required to be provided under this Contract; | ||
- | July 2016 | + | |
- | 8“Government Secure Intranet” means the UK Government's secure wide area | + | “Government Secure Intranet” means the UK government's secure wide area |
network being a collection of secure networks including the Government Secure | network being a collection of secure networks including the Government Secure | ||
- | Extranet (GSX), Criminal Justice Extranet (CJX) and Criminal Justice Secure eMail | + | Extranet (GSX), Criminal Justice Extranet (CJX) and Criminal Justice Secure email |
(CJSM); | (CJSM); | ||
+ | |||
“Halifax Abuse Principle” means the principle explained in the CJEU Case C-255/02 | “Halifax Abuse Principle” means the principle explained in the CJEU Case C-255/02 | ||
Halifax and others; | Halifax and others; | ||
+ | |||
“Head of Contract Management” means the person of that name nominated by us | “Head of Contract Management” means the person of that name nominated by us | ||
from time to time who has responsibility for managing Contract Managers; | from time to time who has responsibility for managing Contract Managers; | ||
+ | |||
“Independent Costs Assessor” means a person appointed by us to assess | “Independent Costs Assessor” means a person appointed by us to assess | ||
Providers’ Claims; | Providers’ Claims; | ||
+ | |||
“Independent Funding Adjudicator” means an adjudicator appointed by the Lord | “Independent Funding Adjudicator” means an adjudicator appointed by the Lord | ||
Chancellor under section 2 of the Act; | Chancellor under section 2 of the Act; | ||
+ | |||
“Independent Peer Review Process” means the process by which an independent | “Independent Peer Review Process” means the process by which an independent | ||
Audit of the standard of your Contract Work is performed by us, or on our behalf, | Audit of the standard of your Contract Work is performed by us, or on our behalf, | ||
Line 353: | Line 454: | ||
provided that had the Independent Peer Review Process been a Contract | provided that had the Independent Peer Review Process been a Contract | ||
Document such amendments would not have been prohibited by Clause 13.1; | Document such amendments would not have been prohibited by Clause 13.1; | ||
+ | |||
“Indirect Losses” means loss of profit, loss of business, loss of business | “Indirect Losses” means loss of profit, loss of business, loss of business | ||
opportunity (in each case whether direct, indirect or consequential) or any other | opportunity (in each case whether direct, indirect or consequential) or any other | ||
claim for special, consequential or indirect loss of any nature; | claim for special, consequential or indirect loss of any nature; | ||
+ | |||
“Investigation” means all the Contract Work undertaken for one Client under | “Investigation” means all the Contract Work undertaken for one Client under | ||
Section 9 in respect of an arrest or arrests taking place at the same time. An | Section 9 in respect of an arrest or arrests taking place at the same time. An | ||
Line 363: | Line 466: | ||
original Investigation but will usually be within the scope of Criminal Defence | original Investigation but will usually be within the scope of Criminal Defence | ||
Direct, and so not within the scope of this Contract; | Direct, and so not within the scope of this Contract; | ||
+ | |||
“Invitation To Tender Documents” means those documents issued by us inviting | “Invitation To Tender Documents” means those documents issued by us inviting | ||
you to tender for this Contract and which include the Rejection Criteria; | you to tender for this Contract and which include the Rejection Criteria; | ||
+ | |||
“IT System” means the configuration of computer components comprising all the | “IT System” means the configuration of computer components comprising all the | ||
software owned by, or licensed to you by a third party (and any updates and | software owned by, or licensed to you by a third party (and any updates and | ||
Line 371: | Line 476: | ||
hardware or other information technology (whether embedded or not) which links | hardware or other information technology (whether embedded or not) which links | ||
the different parts of the system together; | the different parts of the system together; | ||
- | “Key Performance Indicator” or “KPI” means the key performance indicators | + | |
- | specified in the Specification; | + | “KPI” means the key performance indicators specified in the Specification; |
“LAA Data” means: | “LAA Data” means: | ||
+ | |||
(a) | (a) | ||
- | July 2016 | + | |
+ | (b) | ||
the Data (including, drawings, diagrams, images or sounds (together | the Data (including, drawings, diagrams, images or sounds (together | ||
with any database made up of any of these which is embodied in any | with any database made up of any of these which is embodied in any | ||
electronic, magnetic, optical or tangible media)) which: | electronic, magnetic, optical or tangible media)) which: | ||
+ | |||
(i) are supplied to you by us or on our behalf; | (i) are supplied to you by us or on our behalf; | ||
+ | |||
(ii) you are required to Process pursuant to this Contract; or | (ii) you are required to Process pursuant to this Contract; or | ||
- | 9(b) | ||
any Personal Data for which we are the Data Controller but not | any Personal Data for which we are the Data Controller but not | ||
including the Shared Data; | including the Shared Data; | ||
+ | |||
“Legal Aid” has the meaning given to it in Part 1 of the Act; | “Legal Aid” has the meaning given to it in Part 1 of the Act; | ||
+ | |||
“Legal Aid Agency” or “LAA” means the Executive Agency of the Ministry of Justice | “Legal Aid Agency” or “LAA” means the Executive Agency of the Ministry of Justice | ||
through which the Lord Chancellor acts to administer Legal Aid; | through which the Lord Chancellor acts to administer Legal Aid; | ||
+ | |||
“Legal Aid Legislation” means the Act and statutory instruments made under that | “Legal Aid Legislation” means the Act and statutory instruments made under that | ||
Act which are relevant to this Contract; | Act which are relevant to this Contract; | ||
+ | |||
“Legal Help” has the meaning given in regulation 13 of the Civil Merits Regulations; | “Legal Help” has the meaning given in regulation 13 of the Civil Merits Regulations; | ||
+ | |||
“Legal Representation” has the meaning given to it in regulation 18 of the Civil | “Legal Representation” has the meaning given to it in regulation 18 of the Civil | ||
Merits Regulations; | Merits Regulations; | ||
Line 414: | Line 528: | ||
in maintaining professional standards; | in maintaining professional standards; | ||
“Matter” means: | “Matter” means: | ||
- | July 2016 | + | (a) |
- | (a) in the Criminal Investigations Class of Work, all advice and assistance | + | February 2017 |
+ | in the Criminal Investigations Class of Work, all advice and assistance | ||
and Advocacy Assistance provided to one Client in respect of an | and Advocacy Assistance provided to one Client in respect of an | ||
- | Investigation, whether or not that Investigation is extended to include | + | 10Investigation, whether or not that Investigation is extended to include |
other alleged offences; | other alleged offences; | ||
(b) in the Appeals and Reviews Class, all advice and assistance to a Client | (b) in the Appeals and Reviews Class, all advice and assistance to a Client | ||
Line 423: | Line 538: | ||
conclusion of the Case) if the conviction(s) or sentence(s) arose from | conclusion of the Case) if the conviction(s) or sentence(s) arose from | ||
a single Case unless it involves the provision of advice and assistance | a single Case unless it involves the provision of advice and assistance | ||
- | 10or Advocacy Assistance on a legal issue which amounts to a genuinely | + | or Advocacy Assistance on a legal issue which amounts to a genuinely |
separate problem ; | separate problem ; | ||
(c) in the Prison Law Class, all advice and assistance or Advocacy | (c) in the Prison Law Class, all advice and assistance or Advocacy | ||
Line 446: | Line 561: | ||
(a) | (a) | ||
(b) | (b) | ||
+ | February 2017 | ||
any tax return of yours submitted to the Relevant Tax Authority on or | any tax return of yours submitted to the Relevant Tax Authority on or | ||
after 1 October 2012 is found to be incorrect as a result of: | after 1 October 2012 is found to be incorrect as a result of: | ||
Line 452: | Line 568: | ||
any tax rules or legislation that have an effect equivalent or | any tax rules or legislation that have an effect equivalent or | ||
similar to the General Anti-Abuse Rule or the Halifax Abuse | similar to the General Anti-Abuse Rule or the Halifax Abuse | ||
- | Principle; | + | Principle; or |
(ii) the failure of an avoidance scheme which you were involved in, | (ii) the failure of an avoidance scheme which you were involved in, | ||
and which was, or should have been, notified to a Relevant Tax | and which was, or should have been, notified to a Relevant Tax | ||
Line 458: | Line 574: | ||
and/or | and/or | ||
any tax return of yours submitted to a Relevant Tax Authority on or | any tax return of yours submitted to a Relevant Tax Authority on or | ||
- | after 1 October 2012 gives rise, on or after 1 April 2013, to a criminal | + | after 1 October 2012 which gives rise, on or after 1 April 2013, to a |
- | conviction in any jurisdiction for tax related offences which is not spent | + | criminal conviction in any jurisdiction for tax related offences which is |
- | at the Contract Start Date or to a civil penalty for fraud or evasion; | + | not spent at the Contract Start Date or to a civil penalty for fraud or |
- | “Office” means your office(s) from which any Contract Work is performed which | + | evasion; |
- | must meet the requirements set out in Paragraphs 2.41 to 2.52 of the | + | 11“Office” means your office(s) from which any Contract Work is performed which |
- | Specification; | + | must meet the requirements set out in Paragraphs 2.41 to 2.52; |
“Official Investigation” means: | “Official Investigation” means: | ||
(a) | (a) | ||
- | July 2016 | ||
any investigation, of which you are aware, into suspected serious | any investigation, of which you are aware, into suspected serious | ||
professional misconduct, breaches of the Act (or other legislation), or | professional misconduct, breaches of the Act (or other legislation), or | ||
- | 11dishonesty by you or your personnel, being carried out by or authorised | + | dishonesty by you or your personnel, being carried out by or authorised |
by: | by: | ||
(i) any organisation (including any Relevant Professional Body) | (i) any organisation (including any Relevant Professional Body) | ||
Line 500: | Line 615: | ||
Arrangements, any place where a Services Person is assisting with an | Arrangements, any place where a Services Person is assisting with an | ||
Investigation by Services Police; | Investigation by Services Police; | ||
- | “Police Station Telephone Advice” means telephone advice under Section 9 of the | + | “Police Station Telephone Advice” means telephone advice under Section 9; |
- | Specification; | + | |
“Predecessor Body” means an organisation related to you which previously held a | “Predecessor Body” means an organisation related to you which previously held a | ||
contract with us including those organisations specified as such in your Contract | contract with us including those organisations specified as such in your Contract | ||
for Signature (which shall not constitute an exhaustive list); | for Signature (which shall not constitute an exhaustive list); | ||
- | “Previous Contract(s)” means a previous contract or contracts held by you or by a | + | February 2017 |
- | Predecessor Body which precedes this Contract (including the 2010 standard crime | + | 12“Previous Contract” means a previous contract or contracts held by you or by a |
- | contract) and which is intended to be replaced by this Contract (in whole or in | + | Predecessor Body which precedes this Contract and which is intended to be |
- | part); | + | replaced by this Contract (in whole or in part); |
“Prison Law” means: | “Prison Law” means: | ||
- | July 2016 | + | (a) cases covered by regulation 12(2)(d), 12(2)(f) and 12(2)(g) of the |
- | 12(a) cases covered by regulation 12(2)(d), 12(2)(f) and 12(2)(g) of the | + | |
Criminal Legal Aid (General) Regulations 2013; and | Criminal Legal Aid (General) Regulations 2013; and | ||
(b) Minimum Term Review cases covered by Regulation 12(2)(c) of the | (b) Minimum Term Review cases covered by Regulation 12(2)(c) of the | ||
Line 545: | Line 658: | ||
“Qualifying Event” means those matters specified in this Contract as being a | “Qualifying Event” means those matters specified in this Contract as being a | ||
Qualifying Event; | Qualifying Event; | ||
- | “Quality Standard” means Lexcel or SQM specified in your Contract for Signature | + | “Quality Standard” means Lexcel or SQM as specified in your Contract for |
- | or such other quality assurance standard approved by us from time to time; | + | Signature or such other quality assurance standard approved by us from time to |
- | “Reasonable Costs” means the reasonable actual costs and expenses incurred by | + | time; |
+ | February 2017 | ||
+ | 13“Reasonable Costs” means the reasonable actual costs and expenses incurred by | ||
us in carrying out any further Audit under this Contract, including, but not limited | us in carrying out any further Audit under this Contract, including, but not limited | ||
to, reasonable travel and subsistence costs; | to, reasonable travel and subsistence costs; | ||
“Records” has the meaning given to it in Clause 8.3; | “Records” has the meaning given to it in Clause 8.3; | ||
- | July 2016 | + | “Rejection Criteria” means the grounds for mandatory and discretionary rejection |
- | 13“Rejection Criteria” means the grounds for mandatory and discretionary rejection | + | |
contained in the Invitation To Tender Documents; | contained in the Invitation To Tender Documents; | ||
“Relevant Professional Body” means the body or organisation which regulates or | “Relevant Professional Body” means the body or organisation which regulates or | ||
Line 588: | Line 702: | ||
“Services Person” means a person assisting with an investigation by the Services | “Services Person” means a person assisting with an investigation by the Services | ||
Police; | Police; | ||
- | “Services Police” means a member of the Royal Navy Regulating Branch; the Royal | + | February 2017 |
+ | 14“Services Police” means a member of the Royal Navy Regulating Branch; the Royal | ||
Military Police; Royal Air Force Provost Officers or members of the Royal Air Force | Military Police; Royal Air Force Provost Officers or members of the Royal Air Force | ||
Police; | Police; | ||
Line 594: | Line 709: | ||
performance of this Contract by you in respect of which you are a Data Controller | performance of this Contract by you in respect of which you are a Data Controller | ||
either alone or in common with the LAA which will be transferred from you to the | either alone or in common with the LAA which will be transferred from you to the | ||
- | July 2016 | + | LAA or which the LAA is entitled to request in accordance with this Contract |
- | 14LAA or which the LAA is entitled to request in accordance with this Contract | + | |
including documents held on Contract Work files which are necessary for the | including documents held on Contract Work files which are necessary for the | ||
conduct of the relevant Matter or case and which we may require in order to assess | conduct of the relevant Matter or case and which we may require in order to assess | ||
Line 628: | Line 742: | ||
significantly impairs your ability to perform Contract Work (in whole or in part) in | significantly impairs your ability to perform Contract Work (in whole or in part) in | ||
accordance with the terms of this Contract; | accordance with the terms of this Contract; | ||
- | “Variable Monthly Payment” means the variable amount (if any) calculated in | + | “Variable Monthly Payment” means subject to the Variable Monthly Payments |
- | accordance with your last Claim (subject to adjustments), we will pay you on a | + | Guidance, the variable amount (if any) calculated in accordance with your last |
- | monthly basis for performing Contract Work; | + | Claim (subject to adjustments), we will pay you on a monthly basis for performing |
+ | Contract Work; | ||
+ | February 2017 | ||
+ | 15“Variable Monthly Payments Guidance” means the guidance produced and | ||
+ | amended by us from time to time in relation to Variable Monthly Payments; | ||
“VAT” means value added tax; | “VAT” means value added tax; | ||
“Virtual Court” means a virtual magistrates’ court created by video links between | “Virtual Court” means a virtual magistrates’ court created by video links between | ||
Line 636: | Line 754: | ||
document sharing system to which all relevant parties have access. Virtual Court | document sharing system to which all relevant parties have access. Virtual Court | ||
Duty Schemes are part of the Scheme in which they are geographically based; | Duty Schemes are part of the Scheme in which they are geographically based; | ||
- | July 2016 | + | “we” and “us” means the Lord Chancellor acting through the LAA (and “our” has |
- | 15“we” and “us” means the Lord Chancellor acting through the LAA (and “our” has | + | |
the associated meaning); | the associated meaning); | ||
“Welsh Language Commissioner” means the independent body established by the | “Welsh Language Commissioner” means the independent body established by the | ||
Line 673: | Line 790: | ||
Document, document or other provision in its current form from time to time, and | Document, document or other provision in its current form from time to time, and | ||
not merely as at the date this Contract comes into force. | not merely as at the date this Contract comes into force. | ||
- | 1.11 Reference to any payment rate as “current” means the payment rate in its current | + | February 2017 |
+ | 161.11 Reference to any payment rate as “current” means the payment rate in its current | ||
rate from time to time and not merely as at the date this Contract comes into | rate from time to time and not merely as at the date this Contract comes into | ||
force. | force. | ||
Line 679: | Line 797: | ||
systems, procedures or controls in place includes the obligation effectively to | systems, procedures or controls in place includes the obligation effectively to | ||
operate them at your own cost. | operate them at your own cost. | ||
- | July 2016 | + | 1.13 Where, in relation to any options available to us under any Clause, those options |
- | 161.13 Where, in relation to any options available to us under any Clause, those options | + | |
are joined by the word “and” (as in, we may, “a”, “b” and “c”) and/or where we | are joined by the word “and” (as in, we may, “a”, “b” and “c”) and/or where we | ||
use a semi-colon in this Contract, our choice is not restricted to selecting all | use a semi-colon in this Contract, our choice is not restricted to selecting all | ||
Line 709: | Line 826: | ||
1.22 References to “partner” include a person held out as a partner of a partnership | 1.22 References to “partner” include a person held out as a partner of a partnership | ||
including “salaried partners” or similar. | including “salaried partners” or similar. | ||
- | 1.23 References to a “director” include “Members of LLPs”, except where the context | + | 1.23 References to a “director” includes “Members of LLPs”, except where the context |
requires otherwise. | requires otherwise. | ||
1.24 Where we are able to exercise any function or power under this Contract, it may | 1.24 Where we are able to exercise any function or power under this Contract, it may | ||
Line 715: | Line 832: | ||
1.25 References to "person" include individuals, bodies corporate, partnerships, limited | 1.25 References to "person" include individuals, bodies corporate, partnerships, limited | ||
liability partnerships, unincorporated associations and other bodies. | liability partnerships, unincorporated associations and other bodies. | ||
- | 1.26 The definitions of “Data Subject”, “Personal Data”, “Processing”, “Process”, | + | February 2017 |
+ | 171.26 | ||
+ | The definitions of “Data Subject”, “Personal Data”, “Processing”, “Process”, | ||
“Processed”, “Data Controller” and “Data Processor” shall have the meaning given | “Processed”, “Data Controller” and “Data Processor” shall have the meaning given | ||
to those terms in the Data Protection Act 1998 and the definition of “Information” | to those terms in the Data Protection Act 1998 and the definition of “Information” | ||
Line 721: | Line 840: | ||
Continuity | Continuity | ||
1.27 | 1.27 | ||
- | July 2016 | ||
Except as may be provided by the Legal Aid Legislation in relation to fees, | Except as may be provided by the Legal Aid Legislation in relation to fees, | ||
remuneration and other related matters, if this Contract replaces a Previous | remuneration and other related matters, if this Contract replaces a Previous | ||
- | 17Contract, the terms of this Contract apply (and apply to all work in progress and | + | Contract, the terms of this Contract apply (and apply to all work in progress and |
Claims to be Assessed) from the Contract Start Date. In all other respects (unless | Claims to be Assessed) from the Contract Start Date. In all other respects (unless | ||
specifically stated otherwise) this Contract is to be treated as a seamless | specifically stated otherwise) this Contract is to be treated as a seamless | ||
continuation of the Previous Contract(s). This means (without limitation) that: | continuation of the Previous Contract(s). This means (without limitation) that: | ||
- | July 2016 | ||
(a) any monies payable under the Previous Contract(s) are payable under this | (a) any monies payable under the Previous Contract(s) are payable under this | ||
Contract (and any credit or debit balance, on your account with us under the | Contract (and any credit or debit balance, on your account with us under the | ||
Line 743: | Line 860: | ||
Contract as “remainder work” should be undertaken as Contract Work | Contract as “remainder work” should be undertaken as Contract Work | ||
pursuant to this Contract. | pursuant to this Contract. | ||
+ | February 2017 | ||
182. | 182. | ||
Relationship and communication | Relationship and communication | ||
Line 753: | Line 871: | ||
to hold this Contract. Where we determine that you are no longer suitable to hold | to hold this Contract. Where we determine that you are no longer suitable to hold | ||
this Contract we shall terminate this Contract under the provisions in Clause 25. | this Contract we shall terminate this Contract under the provisions in Clause 25. | ||
- | 2.2 You shall ensure that neither you nor any of your Affiliates embarrasses us or | + | |
- | otherwise brings us into disrepute by engaging in any act or omission which is | + | 2.2 You shall ensure that neither you nor any of your Affiliates brings the legal aid |
- | reasonably likely to diminish the trust that the public places in us, regardless of | + | scheme into disrepute by engaging in any unprofessional or unlawful conduct |
- | whether or not such act or omission is related to your obligations under this | + | which is likely to substantially diminish the trust the public places in the legal aid |
- | Contract. Any operation of this Clause is subject to our obligation to act as a | + | scheme, regardless of whether or not such conduct is related to your obligations |
- | responsible public body and any sanction must be proportionate. | + | under this Contract. Any operation of this Clause is subject to our obligation to act |
+ | as a responsible public body and any sanction must be proportionate. For the | ||
+ | avoidance of doubt, the engaging by you or any of your Affiliates in any lawful | ||
+ | challenge to or criticism or complaint of us or any of our decisions, when acting in | ||
+ | clients’ best interests or otherwise acting in your professional capacity, is not | ||
+ | within the scope of the words “unprofessional or unlawful conduct” under this | ||
+ | Clause 2.2. | ||
Duty to act in good faith and obtaining value for money | Duty to act in good faith and obtaining value for money | ||
+ | |||
2.3 In relation to this Contract, you and we will act in good faith. | 2.3 In relation to this Contract, you and we will act in good faith. | ||
+ | |||
2.4 Without prejudice to more specific provisions of this Contract and to your | 2.4 Without prejudice to more specific provisions of this Contract and to your | ||
professional obligations in respect of Clients, you and we agree to work together | professional obligations in respect of Clients, you and we agree to work together | ||
in mutual trust and co-operation to achieve value for money. | in mutual trust and co-operation to achieve value for money. | ||
Communicating with each other | Communicating with each other | ||
+ | |||
2.5 You must, subject to Clause 10.4, nominate a Contract Liaison Manager to liaise | 2.5 You must, subject to Clause 10.4, nominate a Contract Liaison Manager to liaise | ||
with us and we will nominate a Contract Manager to liaise with you about this | with us and we will nominate a Contract Manager to liaise with you about this | ||
Contract. You must notify us promptly and in any event within five Business Days | Contract. You must notify us promptly and in any event within five Business Days | ||
of any change in your Contract Liaison Manager. | of any change in your Contract Liaison Manager. | ||
+ | |||
2.6 The Contract Liaison Manager and Contract Manager must be competent and have | 2.6 The Contract Liaison Manager and Contract Manager must be competent and have | ||
sufficient authority, to deal with issues that might be expected to arise in | sufficient authority, to deal with issues that might be expected to arise in | ||
connection with performance and payment under and compliance with this | connection with performance and payment under and compliance with this | ||
Contract. | Contract. | ||
+ | |||
2.7 All communications under or in connection with this Contract (including between | 2.7 All communications under or in connection with this Contract (including between | ||
our personnel and your personnel) must be conducted in a polite and professional | our personnel and your personnel) must be conducted in a polite and professional | ||
manner. | manner. | ||
+ | |||
2.8 Both parties agree that good communication between their personnel is key to the | 2.8 Both parties agree that good communication between their personnel is key to the | ||
effective operation of this Contract and agree to ensure that their personnel | effective operation of this Contract and agree to ensure that their personnel | ||
understand this and to provide relevant training if they consider it appropriate. | understand this and to provide relevant training if they consider it appropriate. | ||
+ | |||
2.9 Both parties agree to investigate any complaints of breach of this Clause 2 by any | 2.9 Both parties agree to investigate any complaints of breach of this Clause 2 by any | ||
member of their personnel and to take appropriate action (including, where | member of their personnel and to take appropriate action (including, where | ||
Line 785: | Line 917: | ||
might include requiring the person concerned to undergo relevant training | might include requiring the person concerned to undergo relevant training | ||
(including training on the purpose of this Contract and this Clause 2). | (including training on the purpose of this Contract and this Clause 2). | ||
- | 2.10 As well as a postal address or DX number and telephone number, you must have | + | |
- | at least one operational email addresses (which must meet the requirements of | + | 2.10 |
+ | As well as a postal address or DX number and telephone number, you must have | ||
+ | at least one operational email address (which must meet the requirements of | ||
Clause 7.19(j) and include your designated email address required by Clause 20.4) | Clause 7.19(j) and include your designated email address required by Clause 20.4) | ||
- | July 2016 | + | to which we may send you electronic communications. You must monitor your |
- | 19to which we may send you electronic communications. You must monitor your | + | |
emails frequently each Business Day. You must communicate with us electronically | emails frequently each Business Day. You must communicate with us electronically | ||
(including under Clause 7.19) when we require you to under and in accordance | (including under Clause 7.19) when we require you to under and in accordance | ||
with the terms of this Contract. | with the terms of this Contract. | ||
+ | |||
Communications with the media | Communications with the media | ||
+ | |||
2.11 Subject to your Client’s consent, you must promptly notify our Contract Manager | 2.11 Subject to your Client’s consent, you must promptly notify our Contract Manager | ||
of any Matter or case which is of special interest to the public or the media. | of any Matter or case which is of special interest to the public or the media. | ||
+ | |||
2.12 Subject to your Client’s consent, in respect of Matters and cases, you must | 2.12 Subject to your Client’s consent, in respect of Matters and cases, you must | ||
acknowledge in any communication between you and the media that such Matter | acknowledge in any communication between you and the media that such Matter | ||
or case (where the context requires) is or was Legal Aid work. | or case (where the context requires) is or was Legal Aid work. | ||
+ | |||
Third party rights | Third party rights | ||
+ | |||
2.13 | 2.13 | ||
Except as stated in Clause 26.20, the parties to this Contract do not intend that | Except as stated in Clause 26.20, the parties to this Contract do not intend that | ||
Line 813: | Line 951: | ||
organisation, as a result of anything done (or omitted to be done) by you in | organisation, as a result of anything done (or omitted to be done) by you in | ||
connection with this Contract. | connection with this Contract. | ||
- | July 2016 | + | February 2017 |
203. | 203. | ||
Working with third parties | Working with third parties | ||
Line 844: | Line 982: | ||
sub-contractors or Agents pursuant to this Clause 3 you are responsible for | sub-contractors or Agents pursuant to this Clause 3 you are responsible for | ||
ensuring that: | ensuring that: | ||
- | (i) their work is properly supervised; | + | (i) their work is properly supervised; and |
(ii) | (ii) | ||
(b) | (b) | ||
3.4 | 3.4 | ||
- | July 2016 | ||
supervision of them is, in all respects, equal to your supervision of your | supervision of them is, in all respects, equal to your supervision of your | ||
employees in accordance with the Specification; | employees in accordance with the Specification; | ||
Line 862: | Line 999: | ||
due to the expiration or termination of arrangements with an Approved Third | due to the expiration or termination of arrangements with an Approved Third | ||
Party, Agent, Counsel or any of your sub-contractors. | Party, Agent, Counsel or any of your sub-contractors. | ||
+ | February 2017 | ||
21Can we specify criteria for third parties who may be instructed? | 21Can we specify criteria for third parties who may be instructed? | ||
3.5 | 3.5 | ||
Line 898: | Line 1036: | ||
Access your sub-contractors must give to us | Access your sub-contractors must give to us | ||
3.9 | 3.9 | ||
- | You must ensure that any agreement you have with sub-contractor you appoint | + | You must ensure that any agreement you have with any sub-contractor you |
- | pursuant to Clause 3 includes a directly enforceable right for us to enter their | + | appoint pursuant to Clause 3 includes a directly enforceable right for us to enter |
- | premises and Audit the Contract Work that they have undertaken to the same | + | their premises and Audit the Contract Work that they have undertaken to the same |
extent as we have the right to enter your premises and Audit the Contract Work | extent as we have the right to enter your premises and Audit the Contract Work | ||
that you have undertaken in accordance with this Contract. | that you have undertaken in accordance with this Contract. | ||
Terminating your arrangements with third parties | Terminating your arrangements with third parties | ||
3.10 | 3.10 | ||
- | July 2016 | ||
Without limiting our rights under Clause 24 and/or 25, we may require you to | Without limiting our rights under Clause 24 and/or 25, we may require you to | ||
terminate your arrangements with any Approved Third Party, Agent, Counsel or | terminate your arrangements with any Approved Third Party, Agent, Counsel or | ||
Line 913: | Line 1050: | ||
Approved Third Party, Agent, Counsel or sub-contractor is or are such as to entitle | Approved Third Party, Agent, Counsel or sub-contractor is or are such as to entitle | ||
us to terminate this Contract (including pursuant to Clause 24.14). | us to terminate this Contract (including pursuant to Clause 24.14). | ||
+ | February 2017 | ||
22Financial disclosure and risk | 22Financial disclosure and risk | ||
Audited or certified accounts | Audited or certified accounts | ||
Line 925: | Line 1063: | ||
(d) full notes to the accounts which must include a complete statement of all the | (d) full notes to the accounts which must include a complete statement of all the | ||
accounting policies adopted; | accounting policies adopted; | ||
- | (e) where relevant, as specified in the Specification, details of the Monthly | + | (e) where relevant, as stipulated in the Specification, details of the Monthly |
Payments received by you from us in the relevant accounting period and | Payments received by you from us in the relevant accounting period and | ||
details of all Payments on Account received by you in the relevant accounting | details of all Payments on Account received by you in the relevant accounting | ||
Line 945: | Line 1083: | ||
Professional Body rules when requested pursuant to Clause 9.1. | Professional Body rules when requested pursuant to Clause 9.1. | ||
4.4 In addition and without limiting Clause 9.1, if: | 4.4 In addition and without limiting Clause 9.1, if: | ||
- | July 2016 | ||
(a) you are under Official Investigation; | (a) you are under Official Investigation; | ||
(b) you have exceeded your Maximum PoA Limit; | (b) you have exceeded your Maximum PoA Limit; | ||
Line 953: | Line 1090: | ||
to your Clients or public funds; or | to your Clients or public funds; or | ||
(e) we have any reasonable concerns about your financial position, | (e) we have any reasonable concerns about your financial position, | ||
+ | February 2017 | ||
23you must within 14 days of our request disclose to us such other financial | 23you must within 14 days of our request disclose to us such other financial | ||
information as we reasonably require about you (including information about your | information as we reasonably require about you (including information about your | ||
monthly management accounts, Bank Covenants, Bank Facilities and your and your | monthly management accounts, Bank Covenants, Bank Facilities and your and your | ||
partners and/or directors loan agreements and details of other assets and | partners and/or directors loan agreements and details of other assets and | ||
- | liabilities) and about Contract Work (and any other work secured by us). | + | liabilities) and/or about Contract Work (and any other work secured by us). |
Indemnities and guarantees from Providers | Indemnities and guarantees from Providers | ||
4.5 If you are a limited company or an organisation with limited liability or if you are | 4.5 If you are a limited company or an organisation with limited liability or if you are | ||
Line 975: | Line 1113: | ||
Maintaining financial records | Maintaining financial records | ||
4.7 | 4.7 | ||
- | July 2016 | ||
You must maintain records of the information referred to in Clauses 4.1 and 4.3 | You must maintain records of the information referred to in Clauses 4.1 and 4.3 | ||
in accordance with Clause 8.6. | in accordance with Clause 8.6. | ||
- | 245. | + | |
Equality and diversity | Equality and diversity | ||
+ | |||
Our obligations | Our obligations | ||
+ | |||
5.1 | 5.1 | ||
We have a duty, in accordance with section 149 of the Equality Act 2010 to have | We have a duty, in accordance with section 149 of the Equality Act 2010 to have | ||
due regard to the need to: | due regard to the need to: | ||
+ | |||
(a) eliminate discrimination, harassment, victimisation and any other conduct | (a) eliminate discrimination, harassment, victimisation and any other conduct | ||
prohibited by or under the Equality Act 2010; | prohibited by or under the Equality Act 2010; | ||
+ | |||
(b) advance equality of opportunity between persons who share a Relevant | (b) advance equality of opportunity between persons who share a Relevant | ||
Protected Characteristic and persons who do not share it; and | Protected Characteristic and persons who do not share it; and | ||
+ | |||
(c) foster good relations between persons who share a Relevant Protected | (c) foster good relations between persons who share a Relevant Protected | ||
Characteristic and persons who do not share it. | Characteristic and persons who do not share it. | ||
and you must use your best endeavours to assist us, and to co-operate with us, | and you must use your best endeavours to assist us, and to co-operate with us, | ||
to enable us to comply with our duties. | to enable us to comply with our duties. | ||
+ | |||
Your obligations | Your obligations | ||
+ | |||
5.2 | 5.2 | ||
To help us to comply with our duty under the Equality Act 2010, you must: | To help us to comply with our duty under the Equality Act 2010, you must: | ||
+ | |||
(a) have regard to the Equality and Diversity Guidance; | (a) have regard to the Equality and Diversity Guidance; | ||
+ | |||
(b) have a written equality and diversity policy that, as a minimum, must | (b) have a written equality and diversity policy that, as a minimum, must | ||
include: | include: | ||
+ | |||
(i) a commitment to the principles of equality and diversity and to | (i) a commitment to the principles of equality and diversity and to | ||
observing legislative requirements; | observing legislative requirements; | ||
+ | |||
(ii) how you will meet the diverse needs of the Clients and local community | (ii) how you will meet the diverse needs of the Clients and local community | ||
or communities that you serve; | or communities that you serve; | ||
+ | |||
(iii) how you will implement, monitor, evaluate and update the policy; | (iii) how you will implement, monitor, evaluate and update the policy; | ||
+ | |||
(iv) how you intend to ensure equality in relation to your personnel, Clients, | (iv) how you intend to ensure equality in relation to your personnel, Clients, | ||
potential Clients and other third parties appointed by you in accordance | potential Clients and other third parties appointed by you in accordance | ||
with Clause 3; | with Clause 3; | ||
+ | |||
(v) identification of a senior person within your organisation with | (v) identification of a senior person within your organisation with | ||
responsibility for the policy and its effective implementation; | responsibility for the policy and its effective implementation; | ||
+ | |||
(vi) how complaints and issues are to be dealt with; | (vi) how complaints and issues are to be dealt with; | ||
+ | |||
(vii) requirements that no members of your personnel unlawfully | (vii) requirements that no members of your personnel unlawfully | ||
discriminate in dealings with other members of your personnel, Clients, | discriminate in dealings with other members of your personnel, Clients, | ||
Line 1014: | Line 1167: | ||
with Clause 3, | with Clause 3, | ||
the “Equality and Diversity Policy”; | the “Equality and Diversity Policy”; | ||
- | July 2016 | + | |
(c) have and implement an equality and diversity training plan for your | (c) have and implement an equality and diversity training plan for your | ||
personnel; | personnel; | ||
+ | |||
(d) have and implement a communications plan to promote your policies and | (d) have and implement a communications plan to promote your policies and | ||
procedures for ensuring that your services are accessible for people with a | procedures for ensuring that your services are accessible for people with a | ||
- | 25disability and meet the language needs of the Clients you serve in your | + | disability and meet the language needs of the Clients you serve in your |
locality; and | locality; and | ||
+ | |||
(e) | (e) | ||
review any of your policies and plans referred to above in operation at least | review any of your policies and plans referred to above in operation at least | ||
Line 1032: | Line 1187: | ||
meet the objectives contained within such policy and plans and/or if such | meet the objectives contained within such policy and plans and/or if such | ||
policies and plans do not comply with this Contract. | policies and plans do not comply with this Contract. | ||
+ | |||
5.3 Without limiting the generality of any other provision of this Contract, you must | 5.3 Without limiting the generality of any other provision of this Contract, you must | ||
not unlawfully discriminate, and must take all reasonable steps to ensure that your | not unlawfully discriminate, and must take all reasonable steps to ensure that your | ||
personnel do not unlawfully discriminate as provided by the Equality Act 2010. | personnel do not unlawfully discriminate as provided by the Equality Act 2010. | ||
+ | |||
5.4 Without limiting the generality of any other provision of this Contract, you must | 5.4 Without limiting the generality of any other provision of this Contract, you must | ||
not have been found by a competent court or tribunal at any time to have | not have been found by a competent court or tribunal at any time to have | ||
unlawfully discriminated against any Client or potential Client. | unlawfully discriminated against any Client or potential Client. | ||
+ | |||
5.5 To help us to comply with our statutory obligations in relation to equalities and | 5.5 To help us to comply with our statutory obligations in relation to equalities and | ||
diversities, you must at our request use your best endeavours to provide us with | diversities, you must at our request use your best endeavours to provide us with | ||
Line 1045: | Line 1203: | ||
equality impact assessments and make decisions that better take account of any | equality impact assessments and make decisions that better take account of any | ||
equality and diversity needs of Clients and potential Clients. | equality and diversity needs of Clients and potential Clients. | ||
- | July 2016 | + | |
- | 266. | + | |
Logos and marketing | Logos and marketing | ||
Use of Promotional Items and other intellectual property | Use of Promotional Items and other intellectual property | ||
+ | |||
6.1 While this Contract is in force you may describe yourself as a Provider and may | 6.1 While this Contract is in force you may describe yourself as a Provider and may | ||
use Promotional Items in accordance with our quality mark guidelines published | use Promotional Items in accordance with our quality mark guidelines published | ||
on our website from time to time. | on our website from time to time. | ||
+ | |||
6.2 You will not: | 6.2 You will not: | ||
(a) use, market or exploit the Promotional Items for any purpose other than in | (a) use, market or exploit the Promotional Items for any purpose other than in | ||
Line 1061: | Line 1221: | ||
and/or logo that so nearly resembles one or more of our trade marks | and/or logo that so nearly resembles one or more of our trade marks | ||
(whether registered or not) as to be likely to cause confusion or deception. | (whether registered or not) as to be likely to cause confusion or deception. | ||
+ | |||
6.3 The benefit of the use of the Promotional Items and any additional goodwill | 6.3 The benefit of the use of the Promotional Items and any additional goodwill | ||
accrued as a result of your activities under this Contract will vest in and is hereby | accrued as a result of your activities under this Contract will vest in and is hereby | ||
Line 1066: | Line 1227: | ||
we may reasonably request, including after this Contract ends, to confirm any such | we may reasonably request, including after this Contract ends, to confirm any such | ||
rights to us. | rights to us. | ||
+ | |||
6.4 If any use by you of the Promotional Items does not conform in any respect with | 6.4 If any use by you of the Promotional Items does not conform in any respect with | ||
the use as approved by us, we may so inform you and you must cease such use | the use as approved by us, we may so inform you and you must cease such use | ||
immediately. | immediately. | ||
Restrictions on how you may market your services | Restrictions on how you may market your services | ||
+ | |||
6.5 | 6.5 | ||
Neither you, nor any person representing you, (either directly or indirectly) may | Neither you, nor any person representing you, (either directly or indirectly) may | ||
market your ability to perform Contract Work by means of: | market your ability to perform Contract Work by means of: | ||
- | (a) unsolicited visits; and | + | (a) unsolicited visits; or |
(b) unsolicited telephone calls | (b) unsolicited telephone calls | ||
and any work carried out for any person who contacted you as a result of (a) or | and any work carried out for any person who contacted you as a result of (a) or | ||
Line 1082: | Line 1245: | ||
Restrictions on the name of your organisation | Restrictions on the name of your organisation | ||
6.7 | 6.7 | ||
- | July 2016 | ||
You may not name or describe your organisation to any person (whether verbally | You may not name or describe your organisation to any person (whether verbally | ||
or in written form) as: | or in written form) as: | ||
Line 1089: | Line 1251: | ||
(b) a community legal advice network ("CLAN") commissioned by the LSC either | (b) a community legal advice network ("CLAN") commissioned by the LSC either | ||
on its own or jointly with another body; | on its own or jointly with another body; | ||
+ | February 2017 | ||
27(c) the "LSC Criminal Defence Service ("CDS")" established under the Access to | 27(c) the "LSC Criminal Defence Service ("CDS")" established under the Access to | ||
Justice Act 1999; | Justice Act 1999; | ||
Line 1112: | Line 1275: | ||
Where you: | Where you: | ||
(a) make any payment or provide any other benefit; or | (a) make any payment or provide any other benefit; or | ||
- | (b) receive any payment or any other benefit; | + | (b) receive any payment or any other benefit, |
in circumstances that suggest a possible breach of Clauses 6.8 or 6.9, the | in circumstances that suggest a possible breach of Clauses 6.8 or 6.9, the | ||
presumption will be that the payment or benefit was made, provided or received | presumption will be that the payment or benefit was made, provided or received | ||
Line 1118: | Line 1281: | ||
case. | case. | ||
6.11 | 6.11 | ||
- | July 2016 | ||
For the purpose of Clauses 6.8 to 6.10, payment or receipt of payment for Contract | For the purpose of Clauses 6.8 to 6.10, payment or receipt of payment for Contract | ||
Work properly due under the terms of this Contract in compliance with Clause 14.2 | Work properly due under the terms of this Contract in compliance with Clause 14.2 | ||
to 14.5 inclusive is not a “payment” or “other benefit”. | to 14.5 inclusive is not a “payment” or “other benefit”. | ||
+ | February 2017 | ||
287. | 287. | ||
Your obligations, looking after Clients, compliance and self-monitoring | Your obligations, looking after Clients, compliance and self-monitoring | ||
Line 1146: | Line 1309: | ||
through your reasonable enquiries that there is no alternative Counsel or in-house | through your reasonable enquiries that there is no alternative Counsel or in-house | ||
advocate actually available, you must also advise the Client of that fact. | advocate actually available, you must also advise the Client of that fact. | ||
- | 7.4 Where Counsel or in-house advocate is instructed pursuant to Clause 7.3; if the | + | 7.4 Where Counsel or in-house advocate is instructed pursuant to Clause 7.3, if the |
chosen Counsel or in-house advocate becomes unavailable you must take all | chosen Counsel or in-house advocate becomes unavailable you must take all | ||
reasonable steps to instructs another Counsel or in-house advocate of equivalent | reasonable steps to instructs another Counsel or in-house advocate of equivalent | ||
Line 1165: | Line 1328: | ||
must have professional indemnity insurance which provides at least the cover | must have professional indemnity insurance which provides at least the cover | ||
required for you as specified by any Relevant Professional Body from time to time. | required for you as specified by any Relevant Professional Body from time to time. | ||
- | July 2016 | + | February 2017 |
29If you are a registered charity, you must have professional indemnity insurance | 29If you are a registered charity, you must have professional indemnity insurance | ||
which provides, as a minimum, cover of at least £1 million in respect of each claim | which provides, as a minimum, cover of at least £1 million in respect of each claim | ||
Line 1210: | Line 1373: | ||
7.15 You must comply with any Relevant Professional Body rules. | 7.15 You must comply with any Relevant Professional Body rules. | ||
Consents, authorisations and licences you must have | Consents, authorisations and licences you must have | ||
- | July 2016 | + | February 2017 |
307.16 You must obtain and maintain in force throughout the Contract Period all licences, | 307.16 You must obtain and maintain in force throughout the Contract Period all licences, | ||
permissions, authorisations, waivers and consents required from time to time to | permissions, authorisations, waivers and consents required from time to time to | ||
Line 1251: | Line 1414: | ||
the system must be: | the system must be: | ||
(i) | (i) | ||
- | July 2016 | + | February 2017 |
able to accommodate and accept evidence. You will use this system to | able to accommodate and accept evidence. You will use this system to | ||
accept evidence that is served or made available by the criminal justice | accept evidence that is served or made available by the criminal justice | ||
Line 1290: | Line 1453: | ||
When CJS Online becomes operational you must use it to: | When CJS Online becomes operational you must use it to: | ||
(a) access evidence served or made available by the criminal justice agencies | (a) access evidence served or made available by the criminal justice agencies | ||
- | (including the prosecution and police) direct from the CJS Online in | + | (including the prosecution and police) direct from CJS Online in accordance |
- | accordance with the Criminal Procedure Rules.; | + | with the Criminal Procedure Rules; |
(b) serve documents required on the court, prosecution or other parties by | (b) serve documents required on the court, prosecution or other parties by | ||
lodging on the CJS Online; and | lodging on the CJS Online; and | ||
(c) make any applications to court using CJS Online. | (c) make any applications to court using CJS Online. | ||
Business Continuity Plan | Business Continuity Plan | ||
- | July 2016 | + | February 2017 |
327.25 You must have at all times a Business Continuity Plan which conforms with Good | 327.25 You must have at all times a Business Continuity Plan which conforms with Good | ||
Industry Practice and make it available to us (or our agents) at our request for | Industry Practice and make it available to us (or our agents) at our request for | ||
Line 1321: | Line 1484: | ||
also at all times demonstrate to us a commitment to comply with environmental | also at all times demonstrate to us a commitment to comply with environmental | ||
legislation applicable to your obligations in this Contract. | legislation applicable to your obligations in this Contract. | ||
- | July 2016 | + | February 2017 |
338. | 338. | ||
Keeping records and completing and returning forms | Keeping records and completing and returning forms | ||
Line 1354: | Line 1517: | ||
(g) information about your organisation for internal use including office manuals | (g) information about your organisation for internal use including office manuals | ||
and information relating to your Clients; | and information relating to your Clients; | ||
- | (h) the annual accounts and information referred to in Clause 4.1, and 4.3; | + | (h) the annual accounts and information referred to in Clauses 4.1 and 4.3; |
(i) a comprehensive record of findings for each file review you undertake | (i) a comprehensive record of findings for each file review you undertake | ||
including records and details of corrective action taken to improve | including records and details of corrective action taken to improve | ||
Line 1360: | Line 1523: | ||
(j) the identity of, and work performed by: | (j) the identity of, and work performed by: | ||
(k) | (k) | ||
- | July 2016 | + | February 2017 |
(i) any Agents, Counsel and sub-contractors you have instructed to carry | (i) any Agents, Counsel and sub-contractors you have instructed to carry | ||
out Contract Work pursuant to Clause 3; and | out Contract Work pursuant to Clause 3; and | ||
Line 1408: | Line 1571: | ||
for the purpose of this Clause 8.7) to retain the same and the end of the period of | for the purpose of this Clause 8.7) to retain the same and the end of the period of | ||
six years from the date of the last of the following events to occur: | six years from the date of the last of the following events to occur: | ||
- | July 2016 | + | February 2017 |
35(a) you have correctly reported closure of the Matter or case to us; | 35(a) you have correctly reported closure of the Matter or case to us; | ||
(b) a final Claim for your work on the Matter or case has been submitted to us; | (b) a final Claim for your work on the Matter or case has been submitted to us; | ||
Line 1428: | Line 1591: | ||
In respect of Contract Work files which you hold electronically, you must ensure | In respect of Contract Work files which you hold electronically, you must ensure | ||
that such electronic files contain an accurate and complete record of all matters | that such electronic files contain an accurate and complete record of all matters | ||
- | which would have been included had such file been a paper file, including: | + | which would have been included had such file been a paper file, including in |
- | (a) ensuring that documents are held in pdf format; and | + | relation to any paper documents which you save in electronic format for storage, |
- | (b) in relation to any paper documents which you save in electronic format for | + | having a process in place (and you must comply with such process) for ensuring |
- | storage, having a process in place (and you must comply with such process) | + | that electronic copies are accurate copies of the corresponding paper document. |
- | for ensuring that electronic copies are accurate copies of the corresponding | + | |
- | paper document. | + | |
Forms you have to complete | Forms you have to complete | ||
8.11 | 8.11 | ||
Line 1447: | Line 1608: | ||
Provider intellectual property rights | Provider intellectual property rights | ||
8.13 | 8.13 | ||
- | July 2016 | ||
Subject to Clause 8.12 and unless provided otherwise in this Contract, we shall | Subject to Clause 8.12 and unless provided otherwise in this Contract, we shall | ||
not receive any right, title or interest in respect of the intellectual property rights | not receive any right, title or interest in respect of the intellectual property rights | ||
owned by you in respect of any document produced by you for your Clients. | owned by you in respect of any document produced by you for your Clients. | ||
+ | February 2017 | ||
369. | 369. | ||
Provision of information and access to your premises | Provision of information and access to your premises | ||
Line 1464: | Line 1625: | ||
9.2 At any time during the Contract Period we may conduct an Audit and you will, if | 9.2 At any time during the Contract Period we may conduct an Audit and you will, if | ||
we request, in order to enable us to conduct an Audit grant to us, our employees, | we request, in order to enable us to conduct an Audit grant to us, our employees, | ||
- | agents or any statutory or regulatory body on not less than 48 hours notice (or | + | agents or any statutory or regulatory body on not less than 48 hours’ notice (or |
immediately upon request where you are subject to any Official Investigation) | immediately upon request where you are subject to any Official Investigation) | ||
access to any premises (occupied, owned, leased or controlled by you) during | access to any premises (occupied, owned, leased or controlled by you) during | ||
Line 1496: | Line 1657: | ||
Co-operation, assistance and facilities you must provide during an Audit | Co-operation, assistance and facilities you must provide during an Audit | ||
9.6 | 9.6 | ||
- | July 2016 | ||
You must co-operate with us, our employees, agents or any statutory or regulatory | You must co-operate with us, our employees, agents or any statutory or regulatory | ||
body during any Audit (including when you are subject to an Official Investigation) | body during any Audit (including when you are subject to an Official Investigation) | ||
carried out by us. You must provide all such explanations and answer truthfully, | carried out by us. You must provide all such explanations and answer truthfully, | ||
fully and promptly all questions which are put to you by any person carrying out | fully and promptly all questions which are put to you by any person carrying out | ||
+ | February 2017 | ||
37the Audit and which relate to this Contract. You must, as soon as we require it, | 37the Audit and which relate to this Contract. You must, as soon as we require it, | ||
provide us with such assistance and facilities as we may reasonably require | provide us with such assistance and facilities as we may reasonably require | ||
Line 1546: | Line 1707: | ||
Failure to provide required access or Records | Failure to provide required access or Records | ||
9.10 | 9.10 | ||
- | July 2016 | ||
If you fail to co-operate, provide access or Records as required by Clauses 7, 8 or | If you fail to co-operate, provide access or Records as required by Clauses 7, 8 or | ||
9 we have reasonable grounds to believe that there is a risk to Clients and/or | 9 we have reasonable grounds to believe that there is a risk to Clients and/or | ||
+ | February 2017 | ||
38public funds. We may, therefore, without limiting our rights to apply any Sanction | 38public funds. We may, therefore, without limiting our rights to apply any Sanction | ||
in accordance with Clause 24.1, suspend your authority to start new Matters and | in accordance with Clause 24.1, suspend your authority to start new Matters and | ||
Line 1570: | Line 1731: | ||
9.15 | 9.15 | ||
9.16 | 9.16 | ||
- | July 2016 | ||
You authorise us to obtain a Report if at any time we have good reason to suspect | You authorise us to obtain a Report if at any time we have good reason to suspect | ||
serious professional misconduct, breaches of Legal Aid Legislation with which you | serious professional misconduct, breaches of Legal Aid Legislation with which you | ||
Line 1583: | Line 1743: | ||
Clauses 9.15 that may be required to give consent to enable such Reports to be | Clauses 9.15 that may be required to give consent to enable such Reports to be | ||
given to us, do so. | given to us, do so. | ||
+ | February 2017 | ||
3910. | 3910. | ||
Standard of Contract Work | Standard of Contract Work | ||
Line 1627: | Line 1788: | ||
costs that are charged to us by those we instruct to carry out that initial Peer | costs that are charged to us by those we instruct to carry out that initial Peer | ||
Review. | Review. | ||
- | July 2016 | + | February 2017 |
4010.9 | 4010.9 | ||
- | July 2016 | ||
If your Contract Work receives a rating of either 4 or 5 as determined by the | If your Contract Work receives a rating of either 4 or 5 as determined by the | ||
Independent Peer Review Process at the second Peer Review, you may make | Independent Peer Review Process at the second Peer Review, you may make | ||
Line 1638: | Line 1798: | ||
standard costs that are charged to us by those we instruct to carry out that second | standard costs that are charged to us by those we instruct to carry out that second | ||
Peer Review. | Peer Review. | ||
+ | February 2017 | ||
4111. | 4111. | ||
KPIs | KPIs | ||
Line 1659: | Line 1820: | ||
11.5 We may use your performance against the KPIs as entry or selection criteria for | 11.5 We may use your performance against the KPIs as entry or selection criteria for | ||
future contracts. | future contracts. | ||
- | July 2016 | + | February 2017 |
4212. | 4212. | ||
Contract Documents and precedence | Contract Documents and precedence | ||
Line 1687: | Line 1848: | ||
Specification content | Specification content | ||
12.4 | 12.4 | ||
- | July 2016 | ||
The Specification contains rules governing the day to day performance of Contract | The Specification contains rules governing the day to day performance of Contract | ||
Work including, but not limited to: | Work including, but not limited to: | ||
Line 1698: | Line 1858: | ||
(d) information on how the value of Contract Work may be calculated, on how | (d) information on how the value of Contract Work may be calculated, on how | ||
payment reviews will be carried out and how we reconcile accounts; | payment reviews will be carried out and how we reconcile accounts; | ||
- | (e) information on how we manage and how you must manage your account | + | (e) information on how we manage and how you must manage your account (as |
- | with us (as described in Clause 14.1); | + | described in Clause 14.1) with us; |
(f) information you must provide or send to us; | (f) information you must provide or send to us; | ||
(g) details of operational requirements; and | (g) details of operational requirements; and | ||
+ | February 2017 | ||
43(h) | 43(h) | ||
- | July 2016 | + | February 2017 |
information on other issues relating to the meaning and operation of (and | information on other issues relating to the meaning and operation of (and | ||
compliance with) this Contract. | compliance with) this Contract. | ||
Line 1736: | Line 1897: | ||
Amending the Contract to take account of other legislative changes | Amending the Contract to take account of other legislative changes | ||
13.4 | 13.4 | ||
- | July 2016 | ||
We may also make such amendments to the Contract as we consider necessary in | We may also make such amendments to the Contract as we consider necessary in | ||
the circumstances: | the circumstances: | ||
Line 1743: | Line 1903: | ||
(b) as a result of any decision of a U.K. court or tribunal, or a decision of the | (b) as a result of any decision of a U.K. court or tribunal, or a decision of the | ||
European Court of Human Rights or of the European Court of Justice or any | European Court of Human Rights or of the European Court of Justice or any | ||
- | other institution of the European Union; | + | other institution of the European Union; or |
(c) to comply with the requirements of any regulatory body or tax or similar | (c) to comply with the requirements of any regulatory body or tax or similar | ||
authority. | authority. | ||
+ | February 2017 | ||
45Amending the Contract to take account of changes in the justice system | 45Amending the Contract to take account of changes in the justice system | ||
13.5 | 13.5 | ||
Line 1783: | Line 1944: | ||
consultation with the Provider or the Consultative Bodies (as applicable) will last | consultation with the Provider or the Consultative Bodies (as applicable) will last | ||
three weeks. Otherwise such consultation will last six weeks. | three weeks. Otherwise such consultation will last six weeks. | ||
- | July 2016 | + | February 2017 |
46Complying with amendments | 46Complying with amendments | ||
13.11 Except as set out in Clause 13.12, you must comply with any amendment made | 13.11 Except as set out in Clause 13.12, you must comply with any amendment made | ||
Line 1817: | Line 1978: | ||
(a) | (a) | ||
(b) | (b) | ||
- | July 2016 | + | February 2017 |
had you submitted your application to be awarded this Contract or the right | had you submitted your application to be awarded this Contract or the right | ||
to undertake the relevant Contract Work on the basis of the proposed | to undertake the relevant Contract Work on the basis of the proposed | ||
Line 1851: | Line 2012: | ||
unless and to the extent that the relevant provision of this Contract setting out | unless and to the extent that the relevant provision of this Contract setting out | ||
such right or obligation expressly applies this Clause 13. | such right or obligation expressly applies this Clause 13. | ||
- | July 2016 | + | February 2017 |
4814. | 4814. | ||
Your account with us, Claims, payments and Assessments | Your account with us, Claims, payments and Assessments | ||
Line 1874: | Line 2035: | ||
under Clause 25. | under Clause 25. | ||
Assessments | Assessments | ||
- | 14.6 We are entitled to assess all your Claims, except where this Contract or legislation | + | 14.6 We are entitled to Assess all your Claims, except where this Contract or legislation |
provides that Assessment is to be by another body. | provides that Assessment is to be by another body. | ||
14.7 We may not amend the Costs Assessment Manual without prior consultation with | 14.7 We may not amend the Costs Assessment Manual without prior consultation with | ||
Line 1898: | Line 2059: | ||
such VAT should have been charged. If you fail to notify us within such period then | such VAT should have been charged. If you fail to notify us within such period then | ||
the relevant amount shall be deemed to have been inclusive of VAT. | the relevant amount shall be deemed to have been inclusive of VAT. | ||
- | July 2016 | + | February 2017 |
4914.10 If we request it, you must promptly provide us with the details we specify about | 4914.10 If we request it, you must promptly provide us with the details we specify about | ||
any VAT arising under this Contract. | any VAT arising under this Contract. | ||
Line 1924: | Line 2085: | ||
14.15 | 14.15 | ||
14.16 | 14.16 | ||
- | July 2016 | ||
We may issue a notice of Assessment or notice of a debt due to us in connection | We may issue a notice of Assessment or notice of a debt due to us in connection | ||
with Contract Work, which has the effect of making the amount specified in it | with Contract Work, which has the effect of making the amount specified in it | ||
Line 1941: | Line 2101: | ||
(c) where payment has been made in respect of a Matter or case, any sum which | (c) where payment has been made in respect of a Matter or case, any sum which | ||
we are not required to pay (or you are not entitled to be paid) for some or | we are not required to pay (or you are not entitled to be paid) for some or | ||
- | all of the work that you have carried out; | + | all of the work that you have carried out; or |
(d) any payment specified as such in the Specification. | (d) any payment specified as such in the Specification. | ||
+ | February 2017 | ||
5014.17 If you become aware that any of the events set out in Clause 14.16 have occurred | 5014.17 If you become aware that any of the events set out in Clause 14.16 have occurred | ||
you should notify us within seven days of becoming so aware to enable us to adjust | you should notify us within seven days of becoming so aware to enable us to adjust | ||
Line 1965: | Line 2126: | ||
14.21 | 14.21 | ||
14.22 | 14.22 | ||
- | July 2016 | ||
If an Audit identifies that you have made any Claim(s) in excess of your | If an Audit identifies that you have made any Claim(s) in excess of your | ||
entitlement as specified in this Contract (including where your Claims result in the | entitlement as specified in this Contract (including where your Claims result in the | ||
Line 1993: | Line 2153: | ||
We may carry out a further Audit under Clause 14.21 either using our own staff | We may carry out a further Audit under Clause 14.21 either using our own staff | ||
or our agent’s staff. | or our agent’s staff. | ||
+ | February 2017 | ||
51Promoting Tax Compliance | 51Promoting Tax Compliance | ||
14.23 | 14.23 | ||
Line 2007: | Line 2168: | ||
Other rights | Other rights | ||
14.24 | 14.24 | ||
- | July 2016 | ||
This Clause 14 does not, in any way, limit any rights we may have, including the | This Clause 14 does not, in any way, limit any rights we may have, including the | ||
right to claim payment from any of your former owners, former partners or former | right to claim payment from any of your former owners, former partners or former | ||
directors or any Members of LLPs. | directors or any Members of LLPs. | ||
+ | February 2017 | ||
5215. | 5215. | ||
Confidentiality | Confidentiality | ||
Line 2045: | Line 2206: | ||
Information which is not confidential | Information which is not confidential | ||
15.5 | 15.5 | ||
- | July 2016 | ||
For the purposes of this Contract, the obligations of confidentiality in Clauses 15.1, | For the purposes of this Contract, the obligations of confidentiality in Clauses 15.1, | ||
15.3 and 15.4 shall not apply to the extent: | 15.3 and 15.4 shall not apply to the extent: | ||
Line 2060: | Line 2220: | ||
power or which is disclosed by us for the purposes of providing information | power or which is disclosed by us for the purposes of providing information | ||
to Parliament; | to Parliament; | ||
+ | February 2017 | ||
53(e) information that we reasonably consider necessary to be disclosed for the | 53(e) information that we reasonably consider necessary to be disclosed for the | ||
purposes of an Official Investigation or determining whether that Official | purposes of an Official Investigation or determining whether that Official | ||
Line 2091: | Line 2252: | ||
15.6 | 15.6 | ||
15.7 | 15.7 | ||
- | July 2016 | ||
We will require any Researchers: | We will require any Researchers: | ||
(a) to comply with all legislation concerning the disclosure of information about | (a) to comply with all legislation concerning the disclosure of information about | ||
Line 2105: | Line 2265: | ||
of yours to be identified (unless the fact that they are a Client or Former Client of | of yours to be identified (unless the fact that they are a Client or Former Client of | ||
yours is already in the public domain). | yours is already in the public domain). | ||
+ | February 2017 | ||
54Information we may publish or share | 54Information we may publish or share | ||
15.8 | 15.8 | ||
Line 2111: | Line 2272: | ||
(a) publish this Contract (as may be amended from time to time) in its entirety, | (a) publish this Contract (as may be amended from time to time) in its entirety, | ||
(b) publish any data arising out of or in respect of the performance by you of | (b) publish any data arising out of or in respect of the performance by you of | ||
- | the Contract Work, | + | Contract Work, |
to the general public (save for any information which is exempt from disclosure in | to the general public (save for any information which is exempt from disclosure in | ||
accordance with the provisions of the FOIA or the Environmental Information | accordance with the provisions of the FOIA or the Environmental Information | ||
Line 2120: | Line 2281: | ||
15.10 Subject to and without prejudice to Clause 15.5, nothing in this Contract shall | 15.10 Subject to and without prejudice to Clause 15.5, nothing in this Contract shall | ||
prevent us from disclosing any information that we hold about or in respect of you | prevent us from disclosing any information that we hold about or in respect of you | ||
- | or the Contract Work pursuant to this Contract to any government department or | + | or Contract Work pursuant to this Contract to any government department or any |
- | any Other Contracting Body and you acknowledge that all government | + | Other Contracting Body and you acknowledge that all government departments or |
- | departments or Other Contracting Bodies may further disclose such information to | + | Other Contracting Bodies may further disclose such information to other |
- | other government departments or Other Contracting Bodies on the basis that the | + | government departments or Other Contracting Bodies on the basis that the |
information is confidential and is not to be disclosed to a third party which is not | information is confidential and is not to be disclosed to a third party which is not | ||
part of any government department or Other Contracting Body. | part of any government department or Other Contracting Body. | ||
- | July 2016 | + | February 2017 |
5516. | 5516. | ||
Data protection | Data protection | ||
- | Yours and our Data Protection Legislation obligations | + | Your and our Data Protection Legislation obligations |
16.1 | 16.1 | ||
For the purposes of the Data Protection Legislation it is the understanding of the | For the purposes of the Data Protection Legislation it is the understanding of the | ||
Line 2159: | Line 2320: | ||
16.5 You will perform your obligations under this Contract in such a way that you do | 16.5 You will perform your obligations under this Contract in such a way that you do | ||
not cause us to breach any of our applicable obligations under the Data Protection | not cause us to breach any of our applicable obligations under the Data Protection | ||
- | Legislation. | + | Legislation, including by providing such assistance to us as is contemplated by |
+ | Article 28(3)(e) and (f) (Processor) of the GDPR on and from the date the GDPR | ||
+ | applies (as set out in Article 99 (Entry into force and application)). | ||
16.6 You will ensure that you obtain and maintain all consents, licences and | 16.6 You will ensure that you obtain and maintain all consents, licences and | ||
registrations required to enable you to provide Personal Data to LAA as envisaged | registrations required to enable you to provide Personal Data to LAA as envisaged | ||
Line 2168: | Line 2331: | ||
16.7 You will not transfer the LAA Data or Shared Data outside of the European | 16.7 You will not transfer the LAA Data or Shared Data outside of the European | ||
Economic Area without our express prior written approval. | Economic Area without our express prior written approval. | ||
- | July 2016 | + | February 2017 |
5616.8 You will supply originals or copies of the LAA Data and Shared Data to us in | 5616.8 You will supply originals or copies of the LAA Data and Shared Data to us in | ||
accordance with Clause 9.1. You will not assert proprietary or other rights in law | accordance with Clause 9.1. You will not assert proprietary or other rights in law | ||
Line 2211: | Line 2374: | ||
16.12 You will notify us (within five Business Days) if you receive: | 16.12 You will notify us (within five Business Days) if you receive: | ||
(a) | (a) | ||
- | July 2016 | + | February 2017 |
a request from a Data Subject to have access to that person's Personal Data | a request from a Data Subject to have access to that person's Personal Data | ||
within the LAA Data; or | within the LAA Data; or | ||
Line 2226: | Line 2389: | ||
(b) complying with a data subject access request within the relevant timescales | (b) complying with a data subject access request within the relevant timescales | ||
set out in the Data Protection Legislation in respect of the Shared Data where | set out in the Data Protection Legislation in respect of the Shared Data where | ||
- | you are the Data Controller receiving the request; | + | you are the Data Controller receiving the request; and |
(c) providing us with any information requested by us. | (c) providing us with any information requested by us. | ||
16.14 If it is necessary in the performance of this Contract for the Provider to disclose | 16.14 If it is necessary in the performance of this Contract for the Provider to disclose | ||
Line 2235: | Line 2398: | ||
16.15 You will in relation to LAA Data: | 16.15 You will in relation to LAA Data: | ||
16.16 | 16.16 | ||
- | July 2016 | ||
(a) Process such Data only in accordance with written instructions from us | (a) Process such Data only in accordance with written instructions from us | ||
(which may be specific instructions or instructions of a general nature as set | (which may be specific instructions or instructions of a general nature as set | ||
out in this Contract or as otherwise notified by us to you during the Contract | out in this Contract or as otherwise notified by us to you during the Contract | ||
- | Period); | + | Period); and |
(b) implement such technical and organisational measures as are required to | (b) implement such technical and organisational measures as are required to | ||
enable you to Process such Data in compliance with obligations equivalent | enable you to Process such Data in compliance with obligations equivalent | ||
Line 2248: | Line 2410: | ||
unauthorised or unlawful Processing, accidental loss, destruction or damage | unauthorised or unlawful Processing, accidental loss, destruction or damage | ||
to the Data and having regard to the nature of the Data which is to be | to the Data and having regard to the nature of the Data which is to be | ||
- | protected. | + | protected and shall meet the requirements of the Data Protection Legislation |
+ | (including the requirements of Article 32 (Security of Processing) of the | ||
+ | GDPR on and from the date the GDPR applies (as set out in Article 99 (Entry | ||
+ | into force and application) of the GDPR)). | ||
Without prejudice to Clause 19, you indemnify us and keep us indemnified, without | Without prejudice to Clause 19, you indemnify us and keep us indemnified, without | ||
delay, against all losses, costs, claims, damages, actions, expenses and other | delay, against all losses, costs, claims, damages, actions, expenses and other | ||
liabilities of whatever nature incurred by us as a result (directly or indirectly) of | liabilities of whatever nature incurred by us as a result (directly or indirectly) of | ||
your failure to comply with Clauses 16.1 to 16.15. | your failure to comply with Clauses 16.1 to 16.15. | ||
+ | February 2017 | ||
5817. | 5817. | ||
FOIA | FOIA | ||
Line 2292: | Line 2458: | ||
to give you advance notice, or failing that, to draw the disclosure to your attention | to give you advance notice, or failing that, to draw the disclosure to your attention | ||
after any such disclosure. | after any such disclosure. | ||
- | July 2016 | + | February 2017 |
5918. | 5918. | ||
Warranties | Warranties | ||
Line 2326: | Line 2492: | ||
18.3 | 18.3 | ||
18.4 | 18.4 | ||
- | July 2016 | ||
We warrant that, to the best of our knowledge and belief: | We warrant that, to the best of our knowledge and belief: | ||
(a) all information which we have provided to you in writing specifically to assist | (a) all information which we have provided to you in writing specifically to assist | ||
Line 2332: | Line 2497: | ||
was, when given, true and accurate in all material respects; | was, when given, true and accurate in all material respects; | ||
(b) no information has been omitted which would make that which has been | (b) no information has been omitted which would make that which has been | ||
- | provided misleading or inaccurate; | + | provided misleading or inaccurate; and |
(c) no circumstances have since arisen which materially affect the truth and | (c) no circumstances have since arisen which materially affect the truth and | ||
accuracy of such information. | accuracy of such information. | ||
Both you and we are entitled to rely upon, and are deemed to have relied upon, | Both you and we are entitled to rely upon, and are deemed to have relied upon, | ||
the information referred to in Clauses 18.1 or 18.3. | the information referred to in Clauses 18.1 or 18.3. | ||
+ | February 2017 | ||
6019. | 6019. | ||
Indemnity | Indemnity | ||
Line 2368: | Line 2534: | ||
against us or if other circumstances arise which we may reasonably consider as | against us or if other circumstances arise which we may reasonably consider as | ||
being likely to give rise to a liability under the indemnity in Clause 19.1, we will: | being likely to give rise to a liability under the indemnity in Clause 19.1, we will: | ||
- | July 2016 | ||
(a) as soon as reasonably practicable give written notice of that matter or those | (a) as soon as reasonably practicable give written notice of that matter or those | ||
circumstances to you, specifying in reasonable detail the nature of the | circumstances to you, specifying in reasonable detail the nature of the | ||
Line 2377: | Line 2542: | ||
(c) take reasonable account of any suggestions made by you in relation to the | (c) take reasonable account of any suggestions made by you in relation to the | ||
relevant claim. | relevant claim. | ||
+ | February 2017 | ||
6120. | 6120. | ||
Giving notices | Giving notices | ||
Line 2387: | Line 2553: | ||
20.4; or | 20.4; or | ||
(b) sent by fax to the designated fax number referred to in Clause 20.4; or | (b) sent by fax to the designated fax number referred to in Clause 20.4; or | ||
- | (c) sent by e-mail to the designated e-mail address referred to in Clause 20.4; | + | (c) sent by email to the designated email address referred to in Clause 20.4; or |
- | or | + | |
(d) sent by DX, by pre-paid first-class post, recorded delivery or registered post | (d) sent by DX, by pre-paid first-class post, recorded delivery or registered post | ||
in each case to the designated addresses referred to in Clause 20.4. | in each case to the designated addresses referred to in Clause 20.4. | ||
Line 2394: | Line 2559: | ||
deemed to have been received: | deemed to have been received: | ||
(a) if delivered personally, at the time of delivery; | (a) if delivered personally, at the time of delivery; | ||
- | (b) in the case of fax or e-mail, at the time of transmission; | + | (b) in the case of fax or email, at the time of transmission; |
(c) in the case of DX, pre-paid first-class post, recorded delivery or registered | (c) in the case of DX, pre-paid first-class post, recorded delivery or registered | ||
post, 48 hours from the date of posting, | post, 48 hours from the date of posting, | ||
Line 2419: | Line 2584: | ||
For the purposes of this Clause 20: | For the purposes of this Clause 20: | ||
(a) | (a) | ||
- | July 2016 | + | February 2017 |
your designated fax number, designated email address, designated DX | your designated fax number, designated email address, designated DX | ||
number and designated postal address are as specified in your Contract for | number and designated postal address are as specified in your Contract for | ||
Line 2449: | Line 2614: | ||
Service of legal proceedings | Service of legal proceedings | ||
20.9 | 20.9 | ||
- | July 2016 | ||
You may only serve us with legal proceedings in accordance with Clause 28.10. | You may only serve us with legal proceedings in accordance with Clause 28.10. | ||
+ | February 2017 | ||
6321. | 6321. | ||
Things you must tell us about | Things you must tell us about | ||
Line 2480: | Line 2645: | ||
(d) any change in your legal status; and | (d) any change in your legal status; and | ||
(e) any intended sale, merger, acquisition, or transfer of, or by, you. | (e) any intended sale, merger, acquisition, or transfer of, or by, you. | ||
+ | Material constitutional changes are classed as Qualifying Events. | ||
Constitutional statements | Constitutional statements | ||
21.3 | 21.3 | ||
Line 2490: | Line 2656: | ||
Partnerships | Partnerships | ||
21.4 | 21.4 | ||
- | July 2016 | ||
If you are a partnership (and not a limited liability partnership) you must also | If you are a partnership (and not a limited liability partnership) you must also | ||
notify us: | notify us: | ||
- | (a) immediately in the event of the service of a notice dissolving or purporting | + | (a) |
+ | February 2017 | ||
+ | immediately in the event of the service of a notice dissolving or purporting | ||
to dissolve the partnership; | to dissolve the partnership; | ||
- | (b) immediately if an application is made to the court or an arbitrator for the | + | 64(b) immediately if an application is made to the court or an arbitrator for the |
dissolution of the partnership under the Partnership Act 1890; | dissolution of the partnership under the Partnership Act 1890; | ||
- | 64(c) immediately on any dissolution of the partnership which requires or results | + | (c) immediately on any dissolution of the partnership which requires or results |
in a winding up of its affairs; | in a winding up of its affairs; | ||
(d) immediately if circumstances have arisen in which the partnership may be | (d) immediately if circumstances have arisen in which the partnership may be | ||
Line 2503: | Line 2670: | ||
applied by the Insolvent Partnerships Order 1994); | applied by the Insolvent Partnerships Order 1994); | ||
(e) immediately on the appointment of a receiver, manager or administrator in | (e) immediately on the appointment of a receiver, manager or administrator in | ||
- | respect of the partnership; | + | respect of the partnership; or |
(f) immediately if you are unable to pay your debts within the meaning of | (f) immediately if you are unable to pay your debts within the meaning of | ||
sections 222-224 of the Insolvency Act 1986 (as applied by the Insolvent | sections 222-224 of the Insolvency Act 1986 (as applied by the Insolvent | ||
Line 2528: | Line 2695: | ||
within the meaning of section 123 of the Insolvency Act 1986; | within the meaning of section 123 of the Insolvency Act 1986; | ||
(g) immediately if a Change of Control occurs in relation to you or your Parent | (g) immediately if a Change of Control occurs in relation to you or your Parent | ||
- | Undertaking and any such event shall be a Qualifying Event; | + | Undertaking and any such event shall be a Qualifying Event; or |
- | (h) immediately where any change in your shareholding results in an change in, | + | (h) immediately where any change in your shareholding results in a change in, |
or any changes which in aggregate result in: | or any changes which in aggregate result in: | ||
+ | February 2017 | ||
(i) the identity of more than one third in the number of the individual | (i) the identity of more than one third in the number of the individual | ||
shareholders; or | shareholders; or | ||
(ii) ownership of more than one third of the number of shares since you | (ii) ownership of more than one third of the number of shares since you | ||
- | submitted the Tender Documents and any such event shall be a | + | submitted the Tender Documents, |
- | Qualifying Event, | + | 65or if any similar event occurs under the law of any other jurisdiction and any such |
- | or if any similar event occurs under the law of any other jurisdiction. | + | event shall be a Qualifying Event. |
- | July 2016 | + | Notification of interventions |
- | 65Notification of interventions | + | |
21.6 You must notify us immediately if there is an intervention by any Relevant | 21.6 You must notify us immediately if there is an intervention by any Relevant | ||
Professional Body (or by any other organisation that may lawfully do so) that has | Professional Body (or by any other organisation that may lawfully do so) that has | ||
Line 2555: | Line 2722: | ||
voluntary arrangement under insolvency, or other, legislation, or if any of | voluntary arrangement under insolvency, or other, legislation, or if any of | ||
your partners, Members of LLPs or directors intends to do so (or, if you were | your partners, Members of LLPs or directors intends to do so (or, if you were | ||
- | unaware of their intention, have done so); | + | unaware of their intention, have done so) and for the avoidance of doubt this |
+ | shall include but not be limited to any Individual Voluntary Arrangements | ||
+ | (IVAs), Company Voluntary Arrangements (CVAs) or Debt Relief Orders | ||
+ | (DROs); | ||
(d) any insolvency proceedings concerning you or any of your partners, | (d) any insolvency proceedings concerning you or any of your partners, | ||
Members of LLPs or directors are commenced; | Members of LLPs or directors are commenced; | ||
Line 2570: | Line 2740: | ||
Proposing changes which may impact on your obligations under this Contract | Proposing changes which may impact on your obligations under this Contract | ||
21.11 | 21.11 | ||
- | July 2016 | ||
Without prejudice to your obligations under this Contract at Clauses 13.13 to | Without prejudice to your obligations under this Contract at Clauses 13.13 to | ||
13.15, you must notify us of any change you propose to make which may impact | 13.15, you must notify us of any change you propose to make which may impact | ||
your obligations under this Contract, including the following (which is not an | your obligations under this Contract, including the following (which is not an | ||
exhaustive list): | exhaustive list): | ||
- | (a) any change to any information you have provided to us (including | + | February 2017 |
+ | 66(a) any change to any information you have provided to us (including | ||
information which you provided in seeking to become a Provider or to secure | information which you provided in seeking to become a Provider or to secure | ||
an authorisation to perform Contract Work) that we have notified you is | an authorisation to perform Contract Work) that we have notified you is | ||
Line 2581: | Line 2751: | ||
(b) any change to the manner in which you perform Contract Work (including | (b) any change to the manner in which you perform Contract Work (including | ||
material alterations to your management systems); | material alterations to your management systems); | ||
- | 66(c) the closure or planned closure of any Office; | + | (c) the closure or planned closure of any Office; |
(d) any decision on your part to reduce or cease to carry out any Contract Work | (d) any decision on your part to reduce or cease to carry out any Contract Work | ||
set out in any Schedule (temporarily or permanently); | set out in any Schedule (temporarily or permanently); | ||
Line 2619: | Line 2789: | ||
21.17 | 21.17 | ||
You must notify us if you change any Relevant Professional Body. | You must notify us if you change any Relevant Professional Body. | ||
- | Failure to Notify | + | February 2017 |
+ | 67Failure to Notify | ||
21.18 | 21.18 | ||
- | July 2016 | ||
Any material breach by you of any of the provisions in this Clause 21 will be | Any material breach by you of any of the provisions in this Clause 21 will be | ||
deemed to be a Fundamental Breach. | deemed to be a Fundamental Breach. | ||
- | 6722. | + | February 2017 |
+ | 6822. | ||
Novations and Qualifying Events | Novations and Qualifying Events | ||
Sole principals and partnerships - novations | Sole principals and partnerships - novations | ||
Line 2643: | Line 2814: | ||
(c) the date of a properly completed, “constitutional statement form” received | (c) the date of a properly completed, “constitutional statement form” received | ||
by us from you. | by us from you. | ||
- | Constitutional changes in Clause 21.1(b), (c)(i), (d) or (e) | + | Constitutional changes in Clause 21.2(b), (c)(i), (d) or (e) |
22.3 | 22.3 | ||
- | If any of the events specified in Clause 21.1(b), (c)(i), (d) or (e) has occurred, | + | If any of the events specified in Clause 21.2(b), (c)(i), (d) or (e) has occurred, |
this Contract will not be novated under Clauses 22.1 or 22.2 and is incapable of | this Contract will not be novated under Clauses 22.1 or 22.2 and is incapable of | ||
- | being novated without our signed, express consent. These events are classed as | + | being novated without our signed, express consent. |
- | Qualifying Events. | + | |
Sole principals and partnerships - terms of any novation | Sole principals and partnerships - terms of any novation | ||
22.4 | 22.4 | ||
- | July 2016 | ||
Any novation under Clauses 22.1 or 22.2 is on the following terms (with “old firm” | Any novation under Clauses 22.1 or 22.2 is on the following terms (with “old firm” | ||
meaning “you” immediately before the novation and “new firm” meaning “you” | meaning “you” immediately before the novation and “new firm” meaning “you” | ||
Line 2670: | Line 2839: | ||
(e) the new firm is liable for any debt or obligation which arose under this | (e) the new firm is liable for any debt or obligation which arose under this | ||
Contract before the novation and the old firm remains liable for any debt or | Contract before the novation and the old firm remains liable for any debt or | ||
- | 68obligation provided that we may not recover the same debt from both the | + | obligation provided that we may not recover the same debt from both the |
old firm and the new firm; | old firm and the new firm; | ||
- | (f) | + | February 2017 |
+ | 69(f) | ||
without prejudice to the generality of Clauses 22.4(c) and 22.4(e), the new | without prejudice to the generality of Clauses 22.4(c) and 22.4(e), the new | ||
firm will be liable for all monies due to us (whether that liability will have | firm will be liable for all monies due to us (whether that liability will have | ||
Line 2701: | Line 2871: | ||
(or the principal) to enter into a formal novation agreement with us on such terms | (or the principal) to enter into a formal novation agreement with us on such terms | ||
as we may reasonably require. | as we may reasonably require. | ||
- | 22.6 If any of the events specified in Clause 21.1, (b), (c)(i), (d) or (e) has occurred, | + | 22.6 If any of the events specified in Clause 21.2, (b), (c)(i), (d) or (e) has occurred, |
we may agree to enter into a signed, express novation agreement with the new | we may agree to enter into a signed, express novation agreement with the new | ||
organisation on such terms as we may reasonably specify and within such period | organisation on such terms as we may reasonably specify and within such period | ||
Line 2715: | Line 2885: | ||
22.8 We will not agree to enter into a novation agreement where we have conducted | 22.8 We will not agree to enter into a novation agreement where we have conducted | ||
an assessment under Clause 22.12 and you fail the Rejection Criteria. | an assessment under Clause 22.12 and you fail the Rejection Criteria. | ||
- | July 2016 | + | 22.9 We will not agree to enter into a novation agreement where you have not provided |
- | 6922.9 We will not agree to enter into a novation agreement where you have not provided | + | |
indemnities and guarantees pursuant to Clause 4. | indemnities and guarantees pursuant to Clause 4. | ||
- | 22.10 For the avoidance of doubt, save to the extent permitted under this Clause 22 and | + | February 2017 |
+ | 7022.10 | ||
+ | For the avoidance of doubt, save to the extent permitted under this Clause 22 and | ||
subject to Clause 3, you are not entitled to assign, transfer, mortgage, charge, | subject to Clause 3, you are not entitled to assign, transfer, mortgage, charge, | ||
declare a trust over or deal in any other manner with your rights and obligations | declare a trust over or deal in any other manner with your rights and obligations | ||
Line 2728: | Line 2899: | ||
Fundamental Breach. | Fundamental Breach. | ||
22.12 We shall assess your response to the Rejection Criteria and where we determine | 22.12 We shall assess your response to the Rejection Criteria and where we determine | ||
- | you fail the Rejection Criteria we may terminate your Contract under the provisions | + | that you fail the Rejection Criteria we may terminate your Contract under the |
- | in Clause 25. | + | provisions in Clause 25. |
- | July 2016 | + | February 2017 |
- | 7023. | + | 7123. |
Bribery, collusion, false tenders, fraud and unethical behaviour | Bribery, collusion, false tenders, fraud and unethical behaviour | ||
No bribery or collusion | No bribery or collusion | ||
Line 2738: | Line 2909: | ||
Clause 3) must do the following: | Clause 3) must do the following: | ||
(a) comply with Bribery Legislation; | (a) comply with Bribery Legislation; | ||
- | (b) not commit a Prohibited Act; | + | (b) not commit a Prohibited Act; and |
(c) not try to bribe any of our personnel, or any person who may perform | (c) not try to bribe any of our personnel, or any person who may perform | ||
services for, or who is associated (in any way) with, us. | services for, or who is associated (in any way) with, us. | ||
Line 2763: | Line 2934: | ||
Breach of these Clauses | Breach of these Clauses | ||
23.7 | 23.7 | ||
- | July 2016 | + | Any breach of Clauses 23.1, 23.2, 23.3 or 23.6 by you or by anyone employed, or |
- | Any breach of Clauses 23.1, 23.2, 23.3 and 23.6 by you or by anyone employed, | + | otherwise appointed by you pursuant to Clause 3 (whether with or without your |
- | or otherwise appointed by you pursuant to Clause 3 (whether with or without your | + | |
knowledge) is a Fundamental Breach. | knowledge) is a Fundamental Breach. | ||
- | 7124. | + | February 2017 |
+ | 7224. | ||
Sanctions | Sanctions | ||
Applying Sanctions | Applying Sanctions | ||
Line 2796: | Line 2967: | ||
24.3 In addition: | 24.3 In addition: | ||
24.4 | 24.4 | ||
- | July 2016 | ||
(a) we may apply any one or more of Sanctions 3, 4 and/or 7 if you are under | (a) we may apply any one or more of Sanctions 3, 4 and/or 7 if you are under | ||
Official Investigation; | Official Investigation; | ||
Line 2810: | Line 2980: | ||
to the circumstances, having regard to any wider concern that we may have as to | to the circumstances, having regard to any wider concern that we may have as to | ||
your capability as a result of the number and/or range of those breaches. | your capability as a result of the number and/or range of those breaches. | ||
- | 72Sanctions | + | February 2017 |
+ | 73Sanctions | ||
Sanction No. 1 - suspend types of Contract Work and Delegated Functions | Sanction No. 1 - suspend types of Contract Work and Delegated Functions | ||
24.5 | 24.5 | ||
Line 2851: | Line 3022: | ||
connection with Contract Work. | connection with Contract Work. | ||
Sanction No. 6 – suspend or remove your Rota allocation (if any) | Sanction No. 6 – suspend or remove your Rota allocation (if any) | ||
- | July 2016 | + | February 2017 |
- | 7324.12 | + | 7424.12 |
If you persistently fail to comply with the requirements under this Contract relating | If you persistently fail to comply with the requirements under this Contract relating | ||
to your Rota and/or Panel membership or Duty Slots (as specified in the | to your Rota and/or Panel membership or Duty Slots (as specified in the | ||
Line 2868: | Line 3039: | ||
Sanction No. 8 – termination of this Contract | Sanction No. 8 – termination of this Contract | ||
24.14 | 24.14 | ||
- | July 2016 | ||
We may serve a written notice on you terminating this Contract on such date as | We may serve a written notice on you terminating this Contract on such date as | ||
we specify in such notice. In addition our right to terminate this Contract for a | we specify in such notice. In addition our right to terminate this Contract for a | ||
Fundamental Breach by you (together with additional rights of termination) is set | Fundamental Breach by you (together with additional rights of termination) is set | ||
out in Clause 25.4(a). | out in Clause 25.4(a). | ||
- | 7425. | + | February 2017 |
+ | 7525. | ||
How this Contract can be ended | How this Contract can be ended | ||
Termination of the whole Contract by you | Termination of the whole Contract by you | ||
Line 2891: | Line 3062: | ||
Termination for breach | Termination for breach | ||
25.4 | 25.4 | ||
- | July 2016 | ||
For the avoidance of doubt and without limiting this Clause 25, our right to | For the avoidance of doubt and without limiting this Clause 25, our right to | ||
terminate this Contract in respect of your material or persistent breach is set out | terminate this Contract in respect of your material or persistent breach is set out | ||
Line 2916: | Line 3086: | ||
Clause 18.1(g) is materially untrue; | Clause 18.1(g) is materially untrue; | ||
(j) you commit a material breach of your obligation to notify us of any Occasion | (j) you commit a material breach of your obligation to notify us of any Occasion | ||
- | of Tax Non-Compliance as required by Clause 14.2(a); or | + | of Tax Non-Compliance as required by Clause 14.23(a); or |
- | 75(k) | + | February 2017 |
+ | 76(k) | ||
25.5 | 25.5 | ||
you fail to provide details of steps being taken and mitigating factors | you fail to provide details of steps being taken and mitigating factors | ||
Line 2952: | Line 3123: | ||
Termination or suspension of part of this Contract by us | Termination or suspension of part of this Contract by us | ||
25.8 | 25.8 | ||
- | July 2016 | ||
Whenever we are entitled to terminate this Contract (including pursuant to Clause | Whenever we are entitled to terminate this Contract (including pursuant to Clause | ||
24.14) we may terminate any part of it or suspend it or any part of it including | 24.14) we may terminate any part of it or suspend it or any part of it including | ||
Line 2965: | Line 3135: | ||
relevant invitation to tender. We will set out the effects of any suspension (which | relevant invitation to tender. We will set out the effects of any suspension (which | ||
will be less serious than termination) in the notice to you. | will be less serious than termination) in the notice to you. | ||
- | 7626. | + | February 2017 |
+ | 7726. | ||
Consequences of termination | Consequences of termination | ||
Clients and Contract Work files | Clients and Contract Work files | ||
Line 2983: | Line 3154: | ||
(b) you must immediately stop all Contract Work; | (b) you must immediately stop all Contract Work; | ||
(c) you must immediately stop holding yourself out as able to perform Contract | (c) you must immediately stop holding yourself out as able to perform Contract | ||
- | Work; | + | Work; and |
(d) you must immediately stop holding yourself out as a Provider. | (d) you must immediately stop holding yourself out as a Provider. | ||
26.3 Subject to Clause 26.10, when any authority to perform Contract Work in any | 26.3 Subject to Clause 26.10, when any authority to perform Contract Work in any | ||
Line 2996: | Line 3167: | ||
26.6 When any authority to perform Contract Work in any Category of Law or Class of | 26.6 When any authority to perform Contract Work in any Category of Law or Class of | ||
Work ends, all “overpayments and mispayments” (as described in Clause 14) in | Work ends, all “overpayments and mispayments” (as described in Clause 14) in | ||
- | respect of the "Crime" Category of Law or Class of Work become repayable to us | + | respect of that Category of Law or Class of Work become repayable to us and we |
- | and we may assert our rights in Clause 14.14. | + | may assert our rights in Clause 14.14. |
Work in progress | Work in progress | ||
26.7 | 26.7 | ||
Line 3006: | Line 3177: | ||
Existing rights at date of termination | Existing rights at date of termination | ||
26.8 | 26.8 | ||
- | July 2016 | ||
Subject to the provisions of this Contract, the suspension or ending of this Contract | Subject to the provisions of this Contract, the suspension or ending of this Contract | ||
is without prejudice to any of your or our accrued rights (including our rights to | is without prejudice to any of your or our accrued rights (including our rights to | ||
Assess your Claims and to recover any overpayments to you and your rights to | Assess your Claims and to recover any overpayments to you and your rights to | ||
- | 77recover in respect of any underpayments by us). This includes Clauses 26.12 to | + | February 2017 |
+ | 78recover in respect of any underpayments by us). This includes Clauses 26.12 to | ||
26.19. | 26.19. | ||
26.9 | 26.9 | ||
Line 3057: | Line 3228: | ||
regarding the identity, number, age, sex, length of service, job title, grade and | regarding the identity, number, age, sex, length of service, job title, grade and | ||
terms and conditions of employment (including those derived from collective | terms and conditions of employment (including those derived from collective | ||
- | agreements) of and other matters affecting each of those Employees. You must: | + | February 2017 |
- | July 2016 | + | 79agreements) of and other matters affecting each of those TUPE Employees. You |
- | 78(a) provide such information promptly and at no cost to us or any Replacement | + | must: |
+ | (a) provide such information promptly and at no cost to us or any Replacement | ||
Provider; and | Provider; and | ||
(b) notify us and any Replacement Provider forthwith in writing of any material | (b) notify us and any Replacement Provider forthwith in writing of any material | ||
Line 3071: | Line 3243: | ||
previously been employed or engaged in providing Contract Work to provide | previously been employed or engaged in providing Contract Work to provide | ||
Contract Work save with our or any Replacement Provider’s prior written | Contract Work save with our or any Replacement Provider’s prior written | ||
- | consent | + | consent; and |
(f) enable and assist us or any Replacement Provider (in advance of the date of | (f) enable and assist us or any Replacement Provider (in advance of the date of | ||
the TUPE transfer) to communicate with and meet the TUPE Employees and | the TUPE transfer) to communicate with and meet the TUPE Employees and | ||
Line 3103: | Line 3275: | ||
Replacement Provider indemnified in full in relation to any and all Direct Losses | Replacement Provider indemnified in full in relation to any and all Direct Losses | ||
arising from any such claim. | arising from any such claim. | ||
- | 26.19 Where any liability in relation to any TUPE Employees referred to in Clause 26.18 | + | February 2017 |
+ | 8026.19 Where any liability in relation to any TUPE Employees referred to in Clause 26.18 | ||
arises partly as a result of any act or omission occurring on or before the expiry | arises partly as a result of any act or omission occurring on or before the expiry | ||
or termination (where applicable) of this Contract and partly as a result of any act | or termination (where applicable) of this Contract and partly as a result of any act | ||
- | July 2016 | + | or omission occurring after such expiry or termination of this Contract, your |
- | 79or omission occurring after such expiry or termination of this Contract, your | + | |
indemnity to the Replacement Provider in Clause 26.18 will relate only to such | indemnity to the Replacement Provider in Clause 26.18 will relate only to such | ||
part of the Direct Losses sustained by the Replacement Provider in consequence | part of the Direct Losses sustained by the Replacement Provider in consequence | ||
of the liability as is reasonably attributable to any act or omission occurring before | of the liability as is reasonably attributable to any act or omission occurring before | ||
the relevant date of expiry or termination of this Contract. | the relevant date of expiry or termination of this Contract. | ||
- | 26.20 | + | 26.20 A Replacement Provider is a beneficiary under and will be entitled to enforce |
- | July 2016 | + | |
- | A Replacement Provider is a beneficiary under and will be entitled to enforce | + | |
Clauses 26.16 to 26.19 pursuant to the Contracts (Rights of Third Parties) Act | Clauses 26.16 to 26.19 pursuant to the Contracts (Rights of Third Parties) Act | ||
1999. In addition you will, on request, enter into an indemnity on the terms set | 1999. In addition you will, on request, enter into an indemnity on the terms set | ||
out in Clauses 26.16 to 26.19 directly with a Replacement Provider. | out in Clauses 26.16 to 26.19 directly with a Replacement Provider. | ||
- | 8027. | + | February 2017 |
+ | 8127. | ||
Reconsidering decisions and the review procedure | Reconsidering decisions and the review procedure | ||
Informal reconsideration | Informal reconsideration | ||
Line 3159: | Line 3330: | ||
Disputes outside the formal review procedure | Disputes outside the formal review procedure | ||
27.5 | 27.5 | ||
- | July 2016 | ||
The following are wholly outside the formal review procedure set out in this Clause | The following are wholly outside the formal review procedure set out in this Clause | ||
27 and the provisions of Clause 28. Should any dispute arise in relation to these | 27 and the provisions of Clause 28. Should any dispute arise in relation to these | ||
matters, the review procedure referred to in the Specification must be followed: | matters, the review procedure referred to in the Specification must be followed: | ||
- | 8127.6 | + | February 2017 |
- | (a) decisions on individual Client Matters or cases; | + | 8227.6 |
+ | (a) decisions on individual Client Matters or cases; and | ||
(b) decisions on Assessments and/or any claim or dispute which relates to the | (b) decisions on Assessments and/or any claim or dispute which relates to the | ||
recovery by you or us of payments due to you or us under this Contract. | recovery by you or us of payments due to you or us under this Contract. | ||
Line 3200: | Line 3371: | ||
request for review. | request for review. | ||
27.12 | 27.12 | ||
- | July 2016 | ||
The Chief Executive will review your request, decide whether any additional | The Chief Executive will review your request, decide whether any additional | ||
information or documentation is required and seek to obtain that documentation | information or documentation is required and seek to obtain that documentation | ||
Line 3208: | Line 3378: | ||
Reasonable Costs in respect of a further Audit under Clause 14.21 or to terminate | Reasonable Costs in respect of a further Audit under Clause 14.21 or to terminate | ||
this Contract must be referred to the CRB. Subject to the foregoing, the decision | this Contract must be referred to the CRB. Subject to the foregoing, the decision | ||
- | 82of the Chief Executive in respect of whether a matter should be referred to the | + | February 2017 |
+ | 83of the Chief Executive in respect of whether a matter should be referred to the | ||
CRB will be final. | CRB will be final. | ||
27.13 | 27.13 | ||
Line 3253: | Line 3424: | ||
states that the matter is urgent in accordance with Clause 27.11, and you have | states that the matter is urgent in accordance with Clause 27.11, and you have | ||
complied with your obligations under Clauses 27.9 to 27.11, you may deem this | complied with your obligations under Clauses 27.9 to 27.11, you may deem this | ||
- | July 2016 | + | February 2017 |
- | 83formal review procedure as having expired and your rights under it as exhausted. | + | 84formal review procedure as having expired and your rights under it as exhausted. |
In respect of all other requests for review however, you must await a response | In respect of all other requests for review however, you must await a response | ||
from the Chief Executive or the CRB (as appropriate) before considering the formal | from the Chief Executive or the CRB (as appropriate) before considering the formal | ||
Line 3267: | Line 3438: | ||
appropriate) will send you and your Contract Manager written reasons for their | appropriate) will send you and your Contract Manager written reasons for their | ||
determination. | determination. | ||
- | July 2016 | + | February 2017 |
- | 8428. Dispute resolution | + | 8528. Dispute resolution |
28.1 This Clause 28 only applies if there is a “Formal Dispute”. A Formal Dispute occurs | 28.1 This Clause 28 only applies if there is a “Formal Dispute”. A Formal Dispute occurs | ||
where: | where: | ||
Line 3305: | Line 3476: | ||
28.6 Any mediation will take place not later than 28 days after the date the parties | 28.6 Any mediation will take place not later than 28 days after the date the parties | ||
agree to mediation. | agree to mediation. | ||
- | July 2016 | + | February 2017 |
- | 85Disputes subject to court proceedings | + | 86Disputes subject to court proceedings |
28.7 | 28.7 | ||
You or we may refer a Formal Dispute to be decided by the courts of England and | You or we may refer a Formal Dispute to be decided by the courts of England and | ||
Line 3341: | Line 3512: | ||
28.10 | 28.10 | ||
28.11 | 28.11 | ||
- | July 2016 | ||
Any documents to be served on us should be marked for the attention of the Chief | Any documents to be served on us should be marked for the attention of the Chief | ||
Executive and served by one of the following methods: | Executive and served by one of the following methods: | ||
Line 3353: | Line 3523: | ||
address as we may notify to you), DX: 152380 Westminster 8 and Fax: 0203 545 | address as we may notify to you), DX: 152380 Westminster 8 and Fax: 0203 545 | ||
8686. | 8686. | ||
- | 8629. Governing law and jurisdiction | + | February 2017 |
+ | 8729. Governing law and jurisdiction | ||
29.1 The formation, existence, construction, performance, validity and all aspects | 29.1 The formation, existence, construction, performance, validity and all aspects | ||
whatsoever of this Contract and any non contractual obligations arising out of or | whatsoever of this Contract and any non contractual obligations arising out of or | ||
Line 3360: | Line 3531: | ||
jurisdiction to settle any disputes which may arise out of or in connection with this | jurisdiction to settle any disputes which may arise out of or in connection with this | ||
Contract. The parties irrevocably agree to submit to that jurisdiction. | Contract. The parties irrevocably agree to submit to that jurisdiction. | ||
- | July 2016 | + | February 2017 |
- | 8730. | + | 8830. |
General | General | ||
Entire agreement | Entire agreement | ||
Line 3399: | Line 3570: | ||
relieve you from implementing and complying with the Business Continuity Plan. | relieve you from implementing and complying with the Business Continuity Plan. | ||
30.7 | 30.7 | ||
- | July 2016 | ||
If any cause within Clause 30.6 occurs the affected party must immediately: | If any cause within Clause 30.6 occurs the affected party must immediately: | ||
(a) inform the other party in writing of such cause and of what obligation or duty | (a) inform the other party in writing of such cause and of what obligation or duty | ||
Line 3405: | Line 3575: | ||
(b) take all action within its power to comply with the terms of this Contract as | (b) take all action within its power to comply with the terms of this Contract as | ||
fully and promptly as possible, | fully and promptly as possible, | ||
- | 88and, unless the affected party takes such steps, this Clause must not have the | + | February 2017 |
+ | 89and, unless the affected party takes such steps, this Clause must not have the | ||
effect of absolving it from its obligations under this Contract. | effect of absolving it from its obligations under this Contract. | ||
30.8 If the circumstances described in Clause 30.7 arise, but do not appear to be of a | 30.8 If the circumstances described in Clause 30.7 arise, but do not appear to be of a | ||
Line 3448: | Line 3619: | ||
Providing information under the National Audit Act 1983 | Providing information under the National Audit Act 1983 | ||
30.13 | 30.13 | ||
- | July 2016 | ||
For the purpose of examination of our accounts, or any examination under section | For the purpose of examination of our accounts, or any examination under section | ||
6(1) of the National Audit Act 1983 as to the economy, efficiency and effectiveness | 6(1) of the National Audit Act 1983 as to the economy, efficiency and effectiveness | ||
- | 89with which we have used our resources, the Comptroller and Auditor General may | + | with which we have used our resources, the Comptroller and Auditor General may |
examine such information as he or she may reasonably require which are owned, | examine such information as he or she may reasonably require which are owned, | ||
- | held or otherwise within your control and may require you to provide such | + | February 2017 |
+ | 90held or otherwise within your control and may require you to provide such | ||
information and oral or written explanations as he or she may reasonably require | information and oral or written explanations as he or she may reasonably require | ||
for those purposes. You must promptly give all reasonable assistance to the | for those purposes. You must promptly give all reasonable assistance to the | ||
Line 3465: | Line 3636: | ||
with Contract Work | with Contract Work | ||
30.15 | 30.15 | ||
- | July 2016 | ||
Where applicable it is your responsibility to check any Certificates and authorities | Where applicable it is your responsibility to check any Certificates and authorities | ||
that are issued to you in connection with Contract Work. If after checking a | that are issued to you in connection with Contract Work. If after checking a | ||
Line 3474: | Line 3644: | ||
condition on a Certificate, and if any such payment is made to you an equal sum | condition on a Certificate, and if any such payment is made to you an equal sum | ||
is repayable by you to us. | is repayable by you to us. | ||
- | 90 | + | February 2017 |
+ | 91 |