Part B - Provision of services
B1 Contract period
- B1.1 The Contract shall commence on the Commencement Date and subject to clause B1.2 shall continue for the Contract Period.
- B1.2 If the Contract Period includes an option to extend and the Council intends to take up the option, the Contractor shall be notified in writing within the period stated in the Contract Particulars prior to the commencement of the extension. If no such notification is issued the Contract shall automatically expire after the initial Contract Period.
B2 Performance
- B2.1 The Services shall be provided in accordance with any delivery instructions. If no time for delivery is stated in the delivery instructions the Services shall be delivered between 9am and 5pm on a Business Day.
- B2.2 The time of the delivery of the Services is of essence to the Contract.
- B2.3 The Council will have the right to observe the Contractor’s performance of the Services if the Services are not being performed on the Council’s premises.
- B2.4 If the Contractor at any time becomes aware of any act or omission, or proposed act or omission by the Council which prevents or hinders, or may prevent or hinder the Contractor from performing the Services in accordance with the Contract; the Contractor shall inform the Council and the Council may, at its absolute discretion, extend the period of the Contract accordingly.
- B2.5 If the Contractor at any time becomes aware of any material matter that could affect the performance of the Services in accordance with the Contract, the Contractor shall inform the Council immediately.
- B2.6 If the Contractor has a change in Control, the Contractor shall inform the Council as soon as reasonably practicable
- B2.7 The Council retains the Contractor for the performance of the Services on a non-exclusive basis.
B3 Contract Manager
- B3.1 The Contractor shall employ a competent and authorised Contract Manager empowered to act on behalf of the Contractor for all purposes connected with the Contract.
- B3.2 The Contractor shall give notice at once in writing to the Council of any change in the identity, address and telephone numbers of the person appointed as Contract Manager. The Contractor shall give maximum possible notice to the Council before changing its Contract Manager.
B4 Ordering process
- B4.1 Where this Contract is identified as requiring Orders in the Contract Particulars the Contractor shall accept Orders made in writing by the Council under the provisions of this clause.
- B4.2 Except where specified Orders are required to call off the Services, the Council gives no guarantees whatsoever as to when any Order will be placed during the Contract Period or under the Contract.
- B4.3 The Orders shall state the type of or part of the Services required including the Council’s requirements with regard to timescale for delivery of those Services.
B5 Risk in and title to goods
- B5.1 Risk in any goods provided as part of the Services shall pass to the Council upon delivery without prejudice to any rights of rejection which may accrue to the Council under the Contract or otherwise.
- B5.2 Title in any goods provided as part of the Services shall pass to the Council upon delivery or earlier payment.
B6 Warranty
- B6.1 The Contractor warrants to the Council that the Services will be:
- B6.1.1 In a proper, skilful and workmanlike manner;
- B6.1.2 By a sufficient number of appropriately qualified, trained and experienced personnel with a high standard of skill, care and due diligence and in accordance with Good Industry Practice;
- B6.1.3 In accordance with the Contract and any descriptions provided by the Contractor;
- B6.1.4 To the reasonable satisfaction of the Authorised Officer;
- B6.1.5 By Key Personnel (if any) who shall not be released from providing the Services permanently without the written agreement of the Council, except by reason of:
- B6.1.5.1 Sickness;
- B6.1.5.2 Maternity Leave;
- B6.1.5.3 Paternity Leave;
- B6.1.5.4 Termination of employment
- B6.1.5.5 Request by the Council
- B6.1.5.6 The element of the Services in respect of which the individual was engaged has been completed to the Council’s satisfaction; or
- B6.1.5.7 Other extenuating circumstances explained to the Council; and
- B6.1.6 Any replacements for the Key Personnel shall be subject to the agreement of the Council and such replacements shall be of at least equal status or of equivalent experience and skills to the Key Personnel being replaced and be suitable for the responsibilities of that person in relation to the Services. The cost of effecting such replacement shall be borne by the Contractor; and
- B6.1.7 In a way that the Contractor takes every reasonable precaution to safeguard the Council’s property entrusted to the care of the Contractor.
- B6.2 The Contractor warrants to the Council that to the extent that any goods, equipment or consumables are provided as part of the Services they will:
- B6.2.1 Be free from defects in design, material and workmanship; and
- B6.2.2 Be so formulated, designed, constructed, finished and packaged as to be safe and without risk to health.
- B6.3 Without prejudice to the Council’s rights to terminate under clause D1 (Termination), if any of the Services supplied are not in accordance with the Contract, the Council shall be entitled to:
- B6.3.1 Require the Contractor to provide replacement Services in accordance with the Contract as soon as reasonably practicable and in any event within 14 days of a request to do so; or
- B6.3.2 Subject to clause E2 (Indemnity and liability) require repayment of the proportion of the Price which has been paid in respect of such Services together with payment of any additional expenditure over and above the Price reasonably incurred by the Council in obtaining replacement Services.
B7 Contractors personnel
- B7.1 The Council reserves the right under the Contract to refuse to admit to, or to withdraw permission to remain on, any premises occupied by or on behalf of the Council:
- B7.1.1 Any member of the Contractor’s Employees; and/or
- B7.1.2 Any person employed or engaged by a sub-contractor, agent or servant of the Contractor whose admission or continued presence would be, in the reasonable opinion of the Council, undesirable.
- B7.2 When directed by the Council, the Contractor shall provide a list of the names and addresses of all persons (if any) who it is expected may require admission in connection with the Contract to any premises occupied by or on behalf of the Council, specifying the capacities in which they are concerned with the Contract and giving such other particulars as the Council may reasonably desire.
- B7.3 The Contractor’s Employees, engaged within the boundaries of any of the Council’s premises, shall comply with such rules, regulations and requirements (including those relating to security arrangements) as may be in force from time-to-time for the conduct of personnel when at that establishment and when outside that establishment.
- B7.4 The decision of the Council as to whether any person is to be refused access to any premises occupied by or on behalf of the Council shall be final and conclusive.
- B7.5 The Contractor shall replace any of the Contractor’s Employees who the Council reasonably decides have failed to carry out their duties with reasonable skill and care. Following the removal of any of the Contractor’s Employees for any reason, the Contractor shall make sure such person is replaced promptly with another person with the necessary training and skills to meet the requirements of the Services.
- B7.6 The Contractor shall bear the cost of or costs arising from any notice, instruction or decision of the Council under this clause.