NICE Electronic & Print Content Framework Agreement – Terms & Conditions Guide 1. Terms & Conditions How it all fits together: http://www.evidence.nhs.uk/framework/nicefa/purchasingtoolkit/terms-conditions. Purchasers can also download T&C documents from this section. 2. The Supplementary Terms & Conditions – general guidance 1. Content purchases through the NICE Framework can ONLY be made using the Supplementary T&Cs and the relevant Schedule(s). These combined documents are the contract and agreement between the purchaser and appointed Framework Provider. 2. The Supplementary T&Cs do not need a signature in the document – this is required in the Schedule which then forms the contract. 3. There are no negotiable sections or clauses in the Supplementary T&Cs. All T&Cs have been agreed by the Providers in order to be appointed to the Framework. 4. Purchasers should observe clauses 4.7, 4.8 and 4.9 of the NICE Framework T&Cs and the obligations agreed by all appointed Framework Providers with NICE. This document constitutes is the contract between NICE and the appointed Framework Providers. Purchasers do not need to use this document as part of the local contract for purchasing. The NICE Framework T&Cs are available at: https://www.evidence.nhs.uk/framework/nicefa/purchasing-toolkit/termsconditions Only complete in the Supplementary T&Cs: 5. ANNEX ONE: Specification - These details would normally be completed at Contract Signature stage. At ITQ stage you may not know who the contract will [NICE Electronic & Print Content Framework Agreement: General Guidance: Oct 2014] 1 of 5 be awarded to e.g. in the case of a mini-competition between more than one Provider. 6. 3. Annex Three: Pricing Schedule - complete at Contract Signature. The Schedules – general guidance What is the Schedule? 7. A contractual document between the purchaser and NICE Framework Provider containing: licensing, usage and supply Terms & Conditions (T&Cs) relevant to the content being purchased. This includes standard Service Level Agreements (SLAs), Key Performance Indicators (KPIs), reporting & monitoring requirements, technical standards; T&Cs written specifically to NHS requirements in order to ensure a standard level of accountability from resource Providers and content publishers; the Annex to the Supplementary Terms and Conditions of Contract. BOTH documents MUST be used for purchasing through the NICE Framework Agreement. When is the Schedule used? 8. When any content resource is purchased through the NICE Framework Agreement. 9. With the Supplementary Terms and Conditions of Contract document - the Schedule is the Annex to this document. BOTH documents MUST be used for purchasing. 10. When placing either a Direct Call Off Order or conducting a Mini-Competition through the NICE Framework. Which Schedule do I use? 11. The Schedules are specific to each category (Lot) of content resource available to purchase from the NICE Framework. [NICE Electronic & Print Content Framework Agreement: General Guidance: Oct 2014] 2 of 5 12. Electronic content resources (Lots 2, 4, 5 and 6) consist of two types of Schedule – “Agent Supply” and “Direct Publisher Supply”. 13. “Agent Supply”: use when the content purchased is supplied through an agent / intermediary who is an appointed Provider on the NICE Framework; have been constructed in two sections: (1) the “Schedule: Agent Supply” and (2) the “Licence Agreement”, in order to ensure that accountability to purchasers from both the agent / intermediary and the content publisher. 14. “Direct Publisher Supply”: use when the content purchased is supplied directly from the content publisher or an aggregator who is an appointed Provider on the NICE Framework. 15. The Provider Type Table (Electronic Content Only identifies whether a NICE Framework Provider is Agent Supply or Direct Publisher Supply. Purchasers should be aware that a Provider may fall into both supply categories. In general, purchasers should use the “Direct Publisher Supply” Schedules when the Provider is accountable for the technical infrastructure on which the content or service is made available and accessed from by end users. Provider Type Table (Electronic Content Only) Provider 123Doc Blackwells BMJ Publishing Group Ingram Coutts Dawson EBSCO Agent Supply eBooks (Lot 4) eBooks (Lot 4) eBooks (Lot 4) eJournals (Lot 2) eBooks (Lot 4) Oxford University Press Ovid eJournals (Lot 2) eBooks (Lot 4) Direct Publisher Supply eBooks (Lot 4) eBooks (Lot 4) eJournals (Lot 2) Aggregated Evidence Summaries Resources (Lot 6) eBooks (Lot 4) eBooks (Lot 4) Databases (Lot 5) Aggregated Evidence Summaries Resources (Lot 6) eJournals (Lot 2) eBooks (Lot 4) eJournals (Lot 2) eBooks (Lot 4) Databases (Lot 5) [NICE Electronic & Print Content Framework Agreement: General Guidance: Oct 2014] 3 of 5 Pharmaceutical Press ProQuest Sage Databases (Lot 5) Databases (Lot 5) eJournals (Lot 2) How do I complete the Schedule? The following general guidance should always be applied when amending and completing a Schedule: 1. Always read the “(1) Preamble” section within each Schedule. 2. Note that there are clauses within the Schedule with terms that are mandatory and should not be altered if possible. However [bracketed] sections, clauses or terms are negotiable dependent on purchasing requirements. 3. Consider all negotiable sections and clauses throughout the Schedule and amend or delete as appropriate to requirements. 4. Always make any amendments, additions or revisions to the draft Schedule as tracked changes in Microsoft Word. The Provider and / or publisher needs to see any amendments in case they cannot sign up to the requirement – in addition, amendments may have an impact on the final quotation received from the Provider. 5. Where amendments have been made to the Schedule, purchasers should carry out a final check on any references to clause or section numbers throughout the Schedule, before sending the draft document to the Provider. Clause and section numbers can change when amendments are made within the document. For example........if a section is deleted prior to the original Clause 13, the SLAs section may be renumbered - the reference within the SLA definition as below will therefore need to be changed. “SLA” means, Service Level Agreement(s), a formal negotiated agreement between two Parties that sits beneath the Schedule that records the common understanding about the standards of Service or Service objectives which the Provider is required to achieve in the performance of the Schedule, details of which are contained in Clause [13] [NICE Electronic & Print Content Framework Agreement: General Guidance: Oct 2014] 4 of 5 6. Where SLAs have been amended or deleted in the Schedule, ensure that the corresponding KPI is amended or deleted. 7. Once the draft Schedule has been agreed between the purchaser and Provider all the tracked changes should be saved as a final version of the document and sent to the Provider for contract signature. Need Help? Email the NICE Helpdesk at: contactus@evidence.nhs.uk [NICE Electronic & Print Content Framework Agreement: General Guidance: Oct 2014] 5 of 5