Standard terms and conditions of contract for the purchase of services - Low risk health and safety

Part D - Termination and consequences of termination

D1 Termination

  • D1.1 Subject to the provisions of clause H6 (Force Majeure) the Council may terminate the Contract with immediate effect by notice in writing to the Contractor on or at any time if:
    • D1.1.1 the Contractor becomes bankrupt, insolvent, makes any composition with its creditors, has a receiver appointed under the Mental Health Act 1983 or dies;
    • D1.1.2 the Contractor is convicted of a criminal offence;
    • D1.1.3 the Contractor ceases or threatens to cease to carry on its business;
    • D1.1.4 the Contractor has a change in its Control which the Council believes will have a substantial impact on the performance of the Contract; or
    • D1.1.5 there is a risk or a genuine belief that there is a risk that reputational damage to the Council will occur as a result of the Contract continuing;
    • D1.1.6 the Contractor is in breach of any of its obligations under this Contract that is capable of remedy and which has not been remedied to the satisfaction of the Council within 14 days, or such other reasonable period as may be specified by the Council after issue of a written notice specifying the breach and requesting it to be remedied;
    • D1.1.7 there is a material or substantial breach by the Contractor of any of its obligations under this Contract which is incapable of remedy; or
    • D1.1.8 the Contractor commits persistent minor breaches of this Contract, whether remedied or not.
    • D1.1.9 any of the provisions of Regulation 73(1) of the Public Contracts Regulations 2015 apply.
  • D1.2 The Council reserves the right to terminate the Contract in part in the case of termination under clauses D1.1.6, D1.1.7, D1.1.8 and D1.1.9.
  • D1.3 Where this Contract is subject to Orders as specified in the Contract Particulars the Council has the right to terminate any individual Order or Orders or the whole Contract under the provisions of this clause D1.
  • D1.4 The Council reserves the right to terminate the Contract at will, in whole or in part, at any time with or without notice except that it will give as much notice as possible in the circumstances.

D2 Consequences of termination 

  • D2.1 If this Contract is terminated in whole or in part the Council shall:
    • D2.1.1 be liable to pay to the Contractor only such elements of the Price, if any, that have properly accrued in accordance with the Contract or the affected part of the Contract up to the time of the termination; and/or
    • D2.1.2 except for termination under clause D1.4, be entitled to deduct from any sum or sums which would have been due from the Council to the Contractor under this Contract or any other Contract and to recover the same from the Contractor as a debt any sum in respect of any loss or damage to the Council resulting from or arising out of the termination of this Contract. Such loss or damage shall include the reasonable cost to the Council of the time spent by its officers in terminating the Contract and in making alternative arrangements for the supply of the Services or any parts of them; and/or
    • D2.1.3 where termination arises under clause D1.4, pay to the Contractor any reasonable, direct and quantifiable costs reasonably incurred by the Contractor due to early termination subject to the maximum liability provision in clause E2.4; and/or
    • D2.1.4 in the event that any sum of money owed by the Contractor to the Council (the Contractor’s debt) exceeds any sum of money owed by the Council to the Contractor (the Council’s debt) under this Contract then the Council shall, at its sole discretion, be entitled to deduct the Contractor’s debt from any future Council’s debt or to recover the Contractor’s debt as a civil debt.
  • D2.2 Upon the termination of the Contract for any reason, subject as otherwise provided in this Contract and to any rights or obligations which have accrued prior to termination, neither party shall have any further obligation to the other under the Contract.

D3 Dispute resolution procedure 

  • D3.1 If a dispute arises between the Council and the Contractor in connection with the Contract, the parties shall each use reasonable endeavours to resolve such dispute by means of prompt discussion at an appropriate managerial level.
  • D3.2 If a dispute is not resolved within 14 days of referral under clause D3.1 then either party may refer it to the chief executive or appropriate nominated officer of each party for resolution who shall meet for discussion within 14 days or longer period as the parties may agree.
  • D3.3 Provided that both parties consent, a dispute not resolved in accordance with clauses D3.1 and D3.2, shall next be referred at the request of either party to a mediator appointed by agreement between the parties. This must be within 14 days of one party requesting mediation with the costs of mediation determined by the mediator.
  • D3.4 Nothing in this clause shall preclude either party from applying at any time to the English courts for such interim or conservatory measures as may be considered appropriate.

D4 Survival 

  • D4.1 The following clauses will survive termination or expiry of the Contract.
    • D4.1.1 Clause B5 (Risk in and title to the Goods)
    • D4.1.2 Clause D2 (Consequences of termination)
    • D4.1.3 Clause E2 (Indemnity and liability)
    • D4.1.4 Clause F1 (Intellectual property)
    • D4.1.5 Clause F2 (Data Protection)
    • D4.1.6 Clause F3 (Freedom of Information)
    • D4.1.7 Clause F4 (Confidentiality)
    • D4.1.8 Clause F5 (Record keeping and monitoring)
    • D4.1.9 Clause G4 (TUPE and re-tendering)
    • D4.1.10 Clause H4 (Severance)
    • D4.1.11 Clause H10 (Non solicitation and offers of employment) and
    • D4.1.12 Clause H12 (Law and jurisdiction)