General terms and conditions

  • 1. DEFINITIONS AND INTERPRETATIONS
    • 1.1 In these terms and conditions the words and expressions below will be interpreted to have the meanings adjacent to them:
      • 1.1.1 "Agreement" means this agreement between the Education Institution and the Council comprising the agreement to purchase services, these general conditions, the individual service terms for each traded service as agreed with the Education Institution and schedules hereto;
      • 1.1.2 "Agreement Period" means (subject to earlier termination in accordance with its terms or by operation of law) the duration of the Agreement as set out in Clause 5 and Schedule 2;
      • 1.1.3 "Agreement Price" means the monies payable by the Education Institution to the Council for the provision of the Services as set out at Schedule 2;
      • 1.1.4 "Confidential Information" means information, data and material of any nature which either Party may receive or obtain in connection with the Agreement (including any procurement process) and:
        (a) Which comprises Personal Data or Sensitive Personal Data (as both terms are defined in the Data Protection Act 2018) and any subsequent legislation;
        (b) The release of which is likely to prejudice the commercial interests of the Council or the Education Institution; or
        (c) Which is a trade secret;
      • 1.1.5 "Contract Manager" means a person designated by the Education Institution from time to time as notified in writing to the Council to act as the authorised representative of the Education Institution for all purposes connected with the Agreement;
      • 1.1.6"Council" means The Mayor And Burgesses Of The London Borough Of Enfield of the London Borough of Enfield, Civic Centre, PO Box 60, Silver Street, Enfield, London EN1 3XA
      • 1.1.7 Council Personal Data" means the personal data supplied by the Council to the Educational Institution and for the purposes of or in connection with this Agreement.
      • 1.1.8 "Dispute Resolution Procedure" means the procedure set out in Clause 13;
      • 1.1.9 "Party" means any party to the Agreement individually and "Parties" refers to all of the parties to the Agreement collectively. A Party shall include all permitted assigns of the Party in question. All persons who are not a Party to the Agreement are third parties;
      • 1.1.10 "Personal Data" means personal data as defined by the Data Protection Act 2018 or any subsequent legislation;
      • 1.1.11"Processing" shall have the meaning given to it under the Data Protection Act or any subsequent legislation but, for the purposes of this Agreement it shall include both manual and automatic processing. "Process" and "Processed" shall be interpreted accordingly
      • 1.1.12"Service Manager" means a person designated as such by the Council from time to time as notified in writing to the Education Institution to act as the representative of the Council for all purposes connected with the Agreement, including any authorised representative of such person;
      • 1.1.13 "Services" means the services provided by the Council to the Educational Institution set out in Schedule 2;
      • 1.1.14 ‘Working Day’ means any day save for Saturday, Sunday and a public holiday in England;
    • 1.2 In these terms and conditions, all references to any statute or statutory provision shall be deemed to include references to any statute or statutory provision which amends, extends, consolidates or replaces the same and shall include any orders, regulations, codes of practice, instruments or other subordinate legislation made thereunder and any clauses attaching thereto. 1
    • 1.3 Any headings within these terms and conditions are for convenience only and shall not affect the meaning of these terms and conditions. Unless the contrary is stated references to Clauses and or Schedules shall mean the Clauses and or Schedules of these terms and conditions respectively.
    • 1.4 Unless otherwise expressly defined in these terms and conditions, the words used in these terms and conditions shall bear their natural meaning.
    • 1.5 In these general conditions, words importing any particular gender include all other genders.
    • 1.6 In these general conditions, words importing the singular only shall include the plural and vice versa.
    • 1.7 In these general conditions “staff” and “employees” shall have the same meaning.
    • 1.8 Except where an express provision of these terms and conditions states to the contrary, all obligations of a Party under the terms of this Agreement are to be performed at this parties cost.
    • 1.9 Schedule 2 to this Agreement may have its own definitions for the terms used therein. In such cases where any conflict arises between the definitions used in Schedule 2 and the definitions stated in clause 1.1, the definitions in Schedule 2 shall prevail.
    • 1.10. In the event of and only to the extent of any conflict between the Schedule 1 general conditions and Schedule 2, the Schedule 1 general conditions shall take precedence.
  • 2. APPOINTMENT
    • 2.1 The Education Institution appoints the Council to provide the Services in accordance with the Services (as set out in Schedule 2) and all provisions of the Agreement.
    • 2.2 The Council accepts the terms of appointment as provided in Clause 2.1 in consideration of the Agreement Price.
  • 3. PERFORMANCE OF THE SERVICES
    • 3.1 The Education Institution and the Council will co-operate with each other in good faith and will take all reasonable action as is necessary for the efficient transmission of information and instructions and to enable the Parties to fulfil their obligations under the Agreement.
    • 3.2 Any request by either Party to amend the scope or execution of the Services shall be dealt with by the Parties in accordance with the Agreement.
    • 3.3 The Education Institution will immediately notify the Service Manager of any actual or potential problems that affect or might affect the Council’s ability to provide the Services.
    • 3.4 If the performance of the Services by the Council is delayed by reason of any act or default on the part of the Education Institution or by any other cause that the Council could not have reasonably foreseen or prevented and for which it was not responsible, the Council shall be allowed a reasonable extension of time for completion of the Services so affected.
    • 3.5 For major failures in the delivery of the Services, including as a result of industrial action or damage to the kitchen or dining room, where remedial works may either not be possible or not required by the Education Institution, the Council may reduce the charges for those Services.
  • 4. AGREEMENT PRICE AND PAYMENT
    • 4.1 In consideration of the Council's due and proper performance of its obligations under the Agreement, the Council shall charge the Education Institution the Agreement Price in accordance with this Clause 4.
    • 4.2 The Council shall raise invoices as set out in Schedule 2.
    • 4.3 The Education Institution shall pay all valid invoices within 30 days of receipt by direct debit. If any sum under the Agreement is not paid by the Education Institution when due then the Council may claim interest on such overdue sum from the due date until payment is made in accordance with the 2 Late Payment of Commercial Debts (Interest) Act 1998 (as amended from time to time including by the Late Payment of Commercial Debts Regulations 2013).
    • 4.4 The Council shall inform the Education Institution where VAT is due. For the avoidance of doubt VAT shall be due where the Education Institution is outside of the Council’s VAT registration and accounting arrangements, being academies, independent schools and establishments outside of the London Borough of Enfield.
    • 4.5 The Agreement Price may be reviewed annually by the Council at the end of each financial year in accordance with Schedule 2.
  • 5. AGREEMENT PERIOD
    • 5.1 The Agreement is for a period as set out in Schedule 2 (subject to any earlier lawful termination).
    • 5.2 The Parties may by agreement in writing, extend the Agreement Period the Party seeking to extend the Agreement shall give no less than 12 weeks’ notice before the end of the Agreement Period.
  • 6. SERVICE MANAGER/CONTRACT MANAGER
    • 6.1 Any notice, information or other communication given to or made by the Service Manager shall be deemed to have been given or made by the Council.
    • 6.2 Any notice, information, or other communication given or made to the Contract Manager shall be deemed to have been given or made to the Education Institution.
    • 6.3 Only the Service Manager shall be able to authorise additional, or amendments to Services.
  • 7. DISCLOSURE AND BARRING SERVICE CHECKS
    • 7.1 The Council shall: To the extent that the Council’s staff, employees and/or persons carrying out the services under the Agreement on their behalf are engaged in a ‘regulated activity’ (as defined by the Safeguarding Vulnerable Groups Act 2006 (SVGA 2006), ensure that such individuals are subject to a valid enhanced disclosure check for regulated activity undertaken through the Disclosure and Barring Service and; (a) Monitor the level and validity of the checks under this Clause 7 for each member of staff. (b) not employ or use the services of any person who is barred from, or whose previous conduct or records indicate that he or she would not be suitable to carry out regulated activity (as defined by the SVGA 2006) or who may otherwise present a risk to children or vulnerable adults.
    • 7.2 The Council warrants that at all times for the purposes of this Agreement it has no reason to believe that any person who is or will be employed or engaged by the Council in the provision of the Services is barred from the activity in accordance with the provisions of the SVGA 2006 and any regulations made thereunder, as amended from time to time.
    • 7.3 The Council shall immediately notify the Educational Institution of any information that it reasonably requests to enable it to be satisfied that the obligations of this Clause 7 have been met.
    • 7.4 The Council shall refer information about any person carrying out the Services to the DBS where it removes permission for such person to carry out the Services (or would have, if such person had not otherwise ceased to carry out the Services) because, in its opinion, such person has harmed or poses a risk of harm to children OR vulnerable adults.
  • 8. HEALTH AND SAFETY
    • 8.1 The Education Institution shall provide to the Council information about health and safety, fire and emergency procedures and shall provide access to all appropriate Education Institution policies.
    • 8.2 The Council shall ensure that the Service is carried out in accordance with its Health and Safety Policy and all applicable legislation.
  • 9. CONTRACT MANAGEMENT
    • 9.1 The management of the Agreement shall be in accordance with the provisions of Schedule 2.
  • 10. ASSIGNMENT & SUB-CONTRACTING
    • 10.1 The Council may assign, novate or transfer the Agreement or any part of it.
    • 10.2 The Educational Institution shall not assign, novate, transfer, sub-contract or in any other way dispose of any part of the Agreement without the Approval of the Council. The granting of any consent to sub-contract any part of the Agreement shall not relieve the Educational Institution of any obligation or duty attributable to it under the Agreement.
    • 10.3 Within 14 days of any written request by the Council to the Educational Institution, the Educational Institution will execute one or more agreements substantially in the form specified in Schedule 3 by which the Council shall transfer all or such part as may be specified by the Council of its rights and obligations under this Agreement to one or more third parties to be nominated by the Council.

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