Procurement Services
Updated August 2012
Guidance notes of
STANDARD TERMS AND CONDITIONS FOR SYSTEM / ICT SUPPLY
The Terms and Conditions (T&Cs) are designed to offer both a generic option and opportunities for
the user to add specific requirements. This guidance is intended to assist key personnel to consider where specific clauses may be needed/adapted. Please read in conjunction with the flowchart:
Establishing which Terms and Conditions to use when Tendering/Procuring Goods and/or Services
(LINK)
Please read the T&Cs carefully. You should work through each of the sections below – editing as
per the requirements of the contract and completing the schedules as appropriate. Please ensure
that you check consequential numbering following any deletions/additions. Where options are included - in these brackets [ ] - the user will be required to consider if the clause is necessary and
input/delete if required. Any changes to clauses should be agreed in collaboration with Procurement Services. Items highlighted [ ] require input.
Section
Guidance
The ‘words and expressions’ included here should relate to the final T&Cs. Additional ‘words and expressions’ may be needed if
any bespoke/unique clauses are required. Check consequential
numbering following any deletions/additions:
“EMU Compliant” – should be considered if appropriate
“Training” – elements such as training expectations should be
clearly set out
“University Group” - can be defined in a further schedule if required – consider including PCMD and INTO expressly if they need
to be covered by the Services
5. Price and Payment*
The Price should correspond with the agreed price (submitted at
tendering). Schedule 2 (below) offers a further opportunity to set
out agreed prices.
These clauses should also reflect the intended payment process
that will be adopted for the project. It is good practice to produce a
Payment Schedule if this is key to the project.
5.2. Software Hosting and The clauses here are designed to accommodate the requirements
Maintenance/Licence
for Maintenance and Licensing. Consider carefully against project
Charges
requirements. See also Schedule 4.
7. Performance and Delay
Establishing the supplier’s ability to deliver specified requirements
and to carry out due diligence, is crucial to the success of the contract. Consider carefully and include in Schedule 5 (below). Advice
is available on the Procurement Services web-pages.
8. Change Control Proce- These clauses should reflect the intended Change Control Procedures that will be adopted for the project. If it is crucial/vital to produres
ject delivery It is good practice to produce a Schedule as outlined
at Schedule 7
1. Definitions and Interpretation
9. Installation/ Acceptance
Testing
The clauses here are designed to accommodate such testing and
include provisions for software/hardware/system tests. Please read
the ‘General Provisions’ carefully to check that they meet the
needs of the project. See also Schedule 6.
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Procurement Services
Updated August 2012
You will want to be assured that the system is operational and running satisfactorily before the contract is complete. Schedule 6 can
be used to set put precisely what is expected.
“Delivery” - Check that delivery requirements clearly set out
(when, how and where the system is to be integrated to existing
buildings and systems).
10. Warranties
The clauses here are designed to accommodate the requirements
in respect of Warranty. Consider carefully against project requirements. See also Schedule 1
13. Loss of Software and Such provisions are likely to be crucial to the project. Consider
Data Security
carefully who will be involved in this process and include in the
Terms and Conditions
22. Intellectual Property
The clauses here are designed to accommodate the Intellectual
Property requirements. Consider carefully against project requirements. Consider the extent to which these clauses are necessary
based on the Services that the Consultant will be providing. If you
are concerned about IP issues, Legal Services may be able to advise.
30. Disaster Recovery
Such provisions are likely to be crucial to the project. Consider
carefully who will be involved in this process and include in the
Terms and Conditions
37. Dispute Resolution
For more complex contracts it is important to have a procedure for
Dispute Resolution in place. Consider carefully who will be involved in this process and include in the Terms and Conditions
NB: TUPE clauses are not included in these T&Cs. If there are TUPE considerations seek
advice from Procurement Team.**
Schedules
The schedules are designed to firm up the agreement once the contract has been won (a successful bidder at tender stage). The Schedules should prevent any misconceptions about contract delivery and assist contract management. For a more complex System/ICT supply contract many of
these schedules will be intrinsic to the project and should support effective delivery and any dispute resolution. Potential suppliers may have already provided these as part of the tender process
when they were chosen as the successful bidder.
Schedule 1: Contract Information
Schedule 2:
Price/Payments Schedule
Schedule 3: Project Plan
This is often helpful to define the understanding of the contract.
Consider adopting as part of the contract.
“Insurance Annex” – also included in this section to underline
what has been the basis for delivering the system at tender.
Please note that the cost of insurances will be one of the elements
that a contractor/supplier will factor into price. Ensuring this is
clear prevents reasons for increased prices.
The inclusion of a Price Schedule on the basis of the winning tender will enable contract managers to check actually prices with
those agreed. You should consider any special elements e.g.
payment of instalments, payment on completion/installation of individual modules.
More complex projects will require a detailed Project Plan that
agrees progress at the key stages.
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Schedule 4: Software Hosting and Maintenance Services
[and
Hardware
Maintenance Services]
More complex projects will require that these are set out in more
detail if applicable. These are encouraged in all projects as they
will formalise the arrangements such as call-out, reporting and
maintenance.
NB: the Project Lead will have already identified these during the
tender stage and, as such, will be a matter of extracting from the
bidder’s submission.
Schedule 5: Service Levels KPIs set as part of Service levels will allow the contract manager to
(Key performance Indica- assess the delivery of the contract. For further advice on Assessing
tors)
Supplier Performance visit Good Practice 4. The schedule is in the
form of a template that covers most areas. You should look to
adopt some processes for measuring the success of the project/contract
Schedule 6: Acceptance
This schedule offers the opportunity to set out clearly the requireTesting
ments for acceptance testing. You should review at the specific
provisions that form the template and adapt for the requirements of
the project/contract requirements. There may be other testing you
will want to include and this should be set out clearly here.
Schedule 7: Change Con- More complex projects will require a more formal Change Control
trol Procedures (+ Change process is advised to provide the opportunity for considered
Control Note)
changes to the contract to enable delivery, installation and ongoing
improvements.
Schedule 8: University FaThis schedule offers the opportunity to set out clearly the University
cilities
Facilities and campuses’ structure. This may be useful when a variety of deliverables is implicit.
Schedule 9: Additional
This schedule offers the opportunity to set out clearly any additionServices
al requirements. This is often useful to mitigate against unforeseen
eventualities
Appendix 1: Additional
Services
This schedule offers the opportunity to re-iterate the functional
Specification. This should already have formed part of tender submission. – a simply referral to the submission and responses top
requirements therein may be sufficient
For further Procurement Advice please visit
Procurement Services - Finance Services - University of Exeter
* following a recent Government announcement, departments in government are now encouraged to pay
their suppliers within 10 days of a valid invoice. This is to help businesses that are faced with increased cash
flow problems in the current economic climate. It should be noted however that the standard payment
terms (which can be modified) set out in these Standard Terms and Conditions state that contractuallybinding arrangements remain at 30 days.
**The Transfer of Undertakings (Protection of Employment) Regulations (TUPE) protects employees' terms
and conditions of employment when a business is transferred from one owner to another. Please consider
carefully and seek advice where employees of the previous provider may be employed on the same contract with the new provider.
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