Invitation to tender: ECU-T-15-01
Customer relationship management system and website
portal
March 2015
Prepared by: Gemma Instrall, Engagement Manager
Invitation to tender
This specification invites tenders for the delivery of a fully integrated customer relationship
management system and website user portal.
This invitation to tender (ITT) is available to download at
http://www.ecu.ac.uk/getinvolved/tenders/.
Project aims
On 1 January 2016, Equality Challenge Unit (ECU) will become a subscription organisation. The
delivery of this project is central to the future success of the organisation in recruiting and
retaining subscribers.
The CRM system will be used by all 31 staff to record engagement with all our stakeholders,
manage subscriptions, run internal processes and facilitate information sharing between staff
members.
The website portal will be used by our subscribers to access a range of services, including an
advice line, events, resources, publications and training. It will also act as an online community,
facilitating information sharing with and between subscribers.
Project success is largely dependent on users engaging with and using the new system. In order to
ensure this happens, ECU staff will be consulted and informed as much as possible throughout the
project.
Equality Challenge Unit
ECU works to further and support equality and diversity for staff and students in HE across all four
nations of the UK, and in colleges in Scotland.
ECU works closely with colleges and universities to seek to ensure that staff and students are not
unfairly excluded, marginalised or disadvantaged because of age, disability, gender identity,
marital or civil partnership status, pregnancy or maternity status, race, religion or belief, sex,
sexual orientation, or through any combination of these characteristics.
Providing a central source of expertise, research, advice and leadership, we support institutions in
building a culture that provides equality of both opportunity and outcome, promotes good
relations, values the benefits of diversity and provides a model of equality for the wider UK
society.
ECU is currently funded by the Higher Education Funding Council for England, the Scottish Funding
Council, the Higher Education Funding Council for Wales, the Department for Employment and
Learning in Northern Ireland, Universities UK and GuildHE.
We currently have 31 members of staff and are led by chief executive, David Ruebain. We are
governed by a board of directors chaired by Professor Janet Beer, vice-chancellor of the University
of Liverpool.
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Further information about ECU is available on our website at www.ecu.ac.uk.
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Tender information
1. Background
On 1 January 2016, Equality Challenge Unit will become a subscription organisation. The delivery
of this infrastructure project is central to the future success of the organisation in recruiting and
retaining subscribers.
Our subscribers will primarily be higher education institutions from across the UK.
We will continue to work closely with other sector bodies including funding councils, government
bodies, equality organisations and the media.
Customer relationship management system
ECU’s current CRM system is Microsoft Dynamics 4.0. We are interested in exploring all CRM
system options.
Website
Our website, www.ecu.ac.uk, underwent redevelopment in 2014. The website is a customised
WordPress site, currently hosted by 123-reg.co.uk. Any CRM system and members area would
have to integrate with the existing website.
Software
ECU operates on Windows 7, utilising Microsoft Office products.
Our finances are run through Sage 50 Accounts 2014 plus.
Other applications
For various operational functions we also use MailChimp to send our e-newsletter and
SurveyMonkey to undertake various surveys, consultations and research.
We use Google Analytics to analyse web engagement.
We are currently developing an e-submissions system for our equality charter marks, which would
ideally also be integrated with our website and CRM system.
Our primary social media platform is Twitter. We are interested in using social listening and media
monitoring applications in the future.
2. About us and our subscribers
ECU is a registered charity. Our funding will be received through a combination of subscriptions
and grants.
We do not undertake any individual or community fundraising functions.
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About us
ECU will have 31 users working across five key functions: resources, research, communications,
policy and equality charter marks.
Staff across the organisation, at all levels, will be using the CRM system.
Our subscribers
ECU will become a subscription based organisation from 1 January 2016.
The majority of our subscribers will be UK higher education institutions, colleges and research
institutes.
However, the system needs to be flexible enough to grow our membership to include international
higher education institutions, students’ unions, NHS organisations and private companies.
The system will also need to be used to manage relationships with non-members and sector
bodies.
Our services
In 2016, ECU will offer a similar range of services as we do now. The following services will need to
be streamlined and made more effective through the new CRM and website portal.
= Equality charter marks – manage subscription to our charter marks, keep track of
submissions of awards and record award outcomes
= Publications – documents, resources, videos, podcasts etc to be hosted on the website
portal. Distribution of publications to be recorded on CRM system.
= An advice line – queries (by phone or email), response and resolution to be logged,
shared and reported on
= Events – full delegate management including payments and invoicing
= Bespoke services – record leads, prospective work, consultancy and extra work
undertaken
Other functions
= Marketing and communications – bulk mailings, segmented mailings and campaign
tracking
= Engagement – full engagement mapping, track emails, record meetings, share actions
= Subscriber management – support full recruitment, retention and engagement cycle
including workflows and invoicing
= Reporting – database administration reports, engagement reports, customisable
dashboards and view
= Data management – data cleansing, bulk changes and uploads
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3. Project specification
CRM
= Charity rate licences will need to be provided for all users (around 30 staff)
= Proof of concept to be delivered prior to signing the contract
= Complete software installation
= Data migration of current CRM data to the new system
= Full data configuration (date formats, currency, email tracking rules, permissions and
security, personal systems and views, client settings etc)
= Customisation (new attributes, changing attributes, new forms, tabs and views, new
dashboards, workflows)
= Development (integration, new functionality, enhance existing functionality) most notably for the
administration of subscriptions and our equality charter marks.
= Integration with members portal, Outlook, Sage, Microsoft Project, WordPress website,
MailChimp and social media
= Phased data migration at agreed fixed time in cycles with reviews in between
= A number of reports to be developed to measure engagement and for reporting to
funders
Subscribers portal
= Integration and configuration with CRM system and our website via WordPress
= Fully functional members portal to host member only content
= Login management
= ECU branding and design consistent across the platform
= Hosted on www.ecu.ac.uk
= Features required include managing bookings, processing payments,
= The subscriber’s portal on the website will need testing with a number of our key
contacts at HEIs. These will be early adopters of the system and improvements will need to
be made to the system in response to their feedback. Other requirements
= Accessibility of all our systems is a priority for ECU
= Must comply with new EU data protection regulation
= Backup and data and disaster recovery system
= Ongoing system maintenance
= Data security
= Support in developing a user adoption strategy
= Full day on site kick-off meeting with the ECU working group (five staff)
= On site train-the-trainer session for all of the project team
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= On site training of all ECU staff will be required (around 30 staff) split by role/goal areas
(roughly four areas)
= Ongoing support, particularly telephone support including for customisation and reports
= User acceptance testing throughout the implementation lifecycle at agreed points
= Development of a ‘go live’ plan with extra support leading up to the ‘go live’ date
= Mobile accessibility
4. Timeline
Project kick-off meeting will take place on or around 11 May 2015
Training undertaken in August 2015
CRM system go live on 1 September 2015
Member portal go live on 1 October 2015
5. Outcomes
Specific outcomes for ECU
= Infrastructure to transition to a subscriber focused organisation
= Improved reporting
= Improved understanding of our subscribers and what services they use
= Better subscriber retention and recruitment
= Increased confidence and use of CRM systems
= More efficient processes
= Improved information sharing across the organisation
= Streamlined operational efficiencies that underpin core business - simple online
payment options, invoicing, email integration, paperless events, direct marketing and
data cleansing
Specific outcomes for subscribers and stakeholders
= Improved user experience
= Better, more relevant, more personalised communications
Tender requirements
6. Tender proposal
Candidates should deliver a concise tender, focusing on the proposed work and budget. The
tender should include the following information:
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= candidate or organisation details including name, legal status, full contact details and lead
contact
= details or CVs of staff who will undertake the work and a clear breakdown of how much time
each person will contribute to the project
= details of experience and expertise relevant to the project, including any experience gained with
not-for-profit membership organisations and in the higher education sector
= examples of successful delivery of user adoption strategies
= samples of other pieces of work which are similar in focus to the project
= reasons for interest in undertaking the work
= any other details considered relevant
= proposed approach and methodology to deliver the project
= suggested timetable for the work, including key milestones and clear timescales for
completing the project
= details of how you will work closely with ECU and our subscribers to deliver a user friendly
system
= details of how the system will ensure compliance with new EU data protection regulation
= risk assessment of the proposed approach and how the risks will be mitigated =
outline of quality assurance processes
= schedule of all costs including a detailed breakdown of how costs will be allocated in terms of
staff hours, expenses, VAT (if applicable) etc, including any preferred variation to the payment
terms (set out in section 10 below)
= outline of the tenderer’s approach to equality and diversity
= details of any claims of unlawful discrimination upheld against the candidate by any court or
employment tribunal in the last three years
= details of any outstanding claims of litigation against the tenderer
= details of the tenderer’s insurer, the policy numbers, extent of cover, and expiry dates in respect
of public liability and professional indemnity insurance, together with copies of the policies
= potential or actual conflicts of interest (as requested in section 8 below)
= a signed certificate of non-collusion and declaration, set out in the form given in Appendix A to
this ITT
= a signed certificate of non-canvassing, set out in the form given in Appendix B to this ITT
= details of two referees (as requested in section 9 below)
If the tender is submitted on behalf of a consortium, please:
= list the members of the consortium
= identify the lead member and contact
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If the tender contains a sub-contracting relationship, please state:
= the main contractor and sub-contractors
= the nature of the relationship
7. Reasonable adjustments
ECU will consider reasonable adjustments as requested.
8. Conflicts of interest
Details of the candidate’s policy on handling conflicts of interest which may exist or arise regarding
this engagement must be provided. In the event that a director, partner, employee or employee’s
representative of the candidate has an interest or connection in ECU, please provide that person’s
full name, position and the nature of the connection or interest in ECU.
9. References
The name and contact details of two referees for whom the candidate has recently worked (within
the past five years only) are to be provided.
10. Fees
ECU wishes to agree a fixed price for the work.
The total amount available for this work, including all fees and expenses is up to £50,000 including
VAT. This includes all fees, visits and expenses related to the project.
Our preference is to pay for the work in four stages: a payment of 10% on signing the contract; a
second payment of 20% following the kick off meeting, 30% on the completion of data migration
and a final payment of 40% on completion of the project. Payments will be made on submission of
an invoice.
In calculating the fee, account should be taken of the fact that ECU is a registered educational
charity and non-profit making body.
ECU is not bound to accept the lowest priced tender and shall not be bound to accept the
contractor as a sole supplier.
11. Tender submission
Please return one email copy and four hard copies of your response (marked as below) in English
to:
Tender documents enclosed – DO NOT OPEN
Vanessa Okojie
Resources Officer
Equality Challenge Unit
9
7th floor, Queen’s House
55/56 Lincoln’s Inn Fields London
WC2A 3LJ
vanessa.okojie@ecu.ac.uk
One email copy and four hard copies of your submission should arrive by no later than 12 noon
on 10 April 2015.
ECU shall have the right to disqualify any candidates who submit incomplete or late tenders.
Please ensure that one emailed copy and six hard copies of your submission, including any
appendices and samples of work, are therefore submitted.
12. Selection criteria
In awarding the contract, ECU will consider the balance between the quality of the tender and
value for money, taking account of the factors listed in this ITT.
Each candidate’s tender shall be assessed on the following:
= relevant experience in delivering similar integrated CRM and web portal projects
= understanding of subscription and membership organisations
= ability to deliver a pilot or proof of concept
= experience of delivering successful user engagement and adoption strategies
= feasibility of completing the proposed programme of work to a high quality within the specific
timetable
= understanding of the need to work closely with ECU throughout the project
= risk mitigation
= overall value for money
As a charity with limited resources, we are unable to provide any feedback to candidates not
shortlisted for interview.
13. Timing
The project should be undertaken between May and October 2015. The candidate should note the
following key dates:
= deadline for receipt of tenders: 12 noon on 10 April 2015
= interviews of shortlisted candidates if required: 30 April 2015
= award of tender to successful candidate: 1 May 2015
ECU reserves the right to interview shortlisted applicants.
The dates set out in this paragraph are provisional only and may be altered by ECU at its
discretion.
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14. Contracting
This tender is being issued by ECU. The form of contract that the successful tenderer will be
expected to enter into with ECU is at Appendix C. Any queries relating to the contract should be
outlined in a cover letter to your submission.
15. Reporting responsibilities
The successful tenderer will report to Gemma Instrall, Engagement Manager.
Deliverables will be agreed with the preferred supplier at the initial meeting including
configuration, customisation and development. Face-to-face meeting dates will also be agreed at
this point.
Shared virtual workspace for project updates (eg Basecamp) will be used to keep track of progress.
Project status reports sent by email to the Engagement Manager every week outlining (briefly)
= Project summary and commentary since last update
= Work done since last update period
= Work to be done this period
= Blockers / issues that needs addressing
16. Further information
For further details, please contact Jonathan Gascoigne, Performance and Planning Manager:
Tel: 020 7438 1013
Email: jonathan.gascoigne@ecu.ac.uk,
Jonathan is also the point of contact for any queries that you have relating to this ITT.
Any queries should clearly reference the appropriate paragraph in the documentation and, to the
extent possible, should be aggregated rather than sent individually. The deadline for submitting
queries is 12 noon on 2 April 2015.
ECU will respond to all reasonable requests for clarification of any aspect of this ITT and supporting
documents as soon as is reasonably possible.
Please note that the response to your query may be posted on ECU’s website without identifying
you, therefore your query should not contain any details which are confidential. Please consult
http://www.ecu.ac.uk/get-involved/tenders/ for any updates.
Please note that no pre-tender negotiations are permitted.
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Confidentiality statement and disclaimer
The information contained in this ITT and all other information made available at any time to the
candidates by and on behalf of ECU is supplied on the basis that the candidates will keep such
information confidential at all times and that such information will be used only for the purposes
of participating in the bidding process.
No information contained in this ITT or any other written, oral or other information made available
to the candidate shall form the basis of any warranty, representation or term of any contract by
ECU with any third party.
ECU does not accept any responsibility or liability for the accuracy or completeness of the ITT or
any other oral or written information provided by ECU to any candidate.
ECU reserves the right not to follow this ITT in any way and/or to withdraw from or amend the
procurement process. ECU may reimburse expenses incurred by candidates in attending
interviews as part of the selection process on request.
ECU rights to change or cancel
ECU reserves the right, without prior notice and in its absolute discretion, to change or terminate
the tendering procedure for the project, including requesting additional information, at any time
before signing the contract with the successful candidate.
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Appendix A
Certificate of non-collusion and declaration
I certify that:
= The prices in the tender have been arrived at independently, without consultation,
communication, agreement or understanding for the purpose of restricting competition, as to
any matter relating to such prices, with any other candidate or with any competitor.
= Unless otherwise required by law, the prices which have been quoted in the tender have not
knowingly been disclosed by the candidate, directly or indirectly, to any other candidate or
competitor, nor will they be so disclosed.
= No attempt has been made or will be made by the candidate to induce any other person or
organisation to submit or not to submit a tender for the purpose of restricting competition.
= No attempt has been made directly or indirectly to canvas any employee or adviser of ECU
concerning the award of the contract which is the subject of this invitation to tender.
I acknowledge that any price fixing or collusion with other candidates shall give ECU the right to
exclude a candidate from the procurement process and may constitute an offence.
I am authorised by the candidate (and all relevant associated companies and organisations) to
supply the information given in the tender.
I declare that, at the date of signing this declaration, the information given is complete and
accurate to the best of my knowledge having made reasonable enquiries.
Signed:
Name:
Date:
On behalf of:
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Appendix B
Certificate of non-canvassing
I certify that:
= No attempt has been made to canvass or solicit any director, officer or employee of ECU in
connection with the award of this tender or any other tender or proposed tender for the
services and that no person employed by the candidate or acting on the candidate’s behalf has
done/will do any such act.
I declare that, at the date of signing this declaration, the information given is complete and
accurate to the best of my knowledge having made reasonable enquiries.
Signed:
Name:
Date:
On behalf of:
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Appendix C
Draft form of contract
CONTRACT FOR SERVICES/GOODS [INSERT TITLE OF CONTRACT]
Contract number: [INSERT CONTRACT NUMBER]
This Contract is made this [INSERT DATE] between:
[INSERT NAME, ADDRESS AND COMPANY
REGISTRATION NUMBER
(if relevant)]
Equality Challenge Unit (a registered company
with company registration number 5689975)
7th floor, Queens House
55/56 Lincoln’s Inn Fields
London
WC2A 3LJ
Hereinafter called the “Contractor”
Collectively referred to as the “Parties”
Hereinafter called “ECU”
The Contractor’s Tender Submission to [X] has been accepted by ECU on the terms and conditions
of this Contract.
It is hereby agreed as follows:
1
Definitions
1.1
In this Contract:
1.1.1 “Contract” means the Tender, the Tender Submission, these Conditions of
Contract and any documents referred to therein;
1.1.2 “Deliverables” means the deliverables and/or result to be delivered by the
Contractor as part of providing the Services as set out in the Tender, Tender
Submission and/or the Schedule (as appropriate);
1.1.3 “Goods” means anything supplied or to be supplied to ECU under the Contract as
set out in the Tender;
1.1.4 “Services” means all the services that the Contractor is required to carry out
under the Contract as set out in the Tender;
1.1.5 “Tender” means ECU’s invitation to tender or request for quotation for the
relevant Goods and/or Services;
1.1.6 “Tender Submission” means the Contractor’s response to the Tender.
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2
3
4
Conditions for the supply of Services – Contractor’s Duties
2.1
The Contractor shall properly perform the Services specified in the Contract with the
standard of skill, care and diligence which a competent and suitably qualified person
performing such services could reasonably be expected to exercise and in accordance
with all relevant legal and regulatory requirements and industry best practice and in
co-operation with ECU.
2.2
The Contractor shall deliver the Deliverables in accordance with the timetable set out
in the Schedule.
2.3
The Contractor shall properly manage and monitor the performance of the Contract
and immediately inform ECU in writing if any aspect of the Contract has not been or is
not being or is unable to be performed in accordance with the Contract.
2.4
If the Contractor, without prior written agreement of ECU, does not deliver the
Deliverables in accordance with the timetable set out in the Schedule or to the
required standard, ECU reserves the right to withhold payment of the contract price. In
the event of a dispute about delivery in accordance with the timetable or about the
standard of work, a mediator will be appointed.
Conditions for the supply of Goods - Contractor’s Duties
3.1
The Contractor shall supply the Goods specified in the Contract. Goods may be
returned at the Contractor’s expense if they do not correspond with the Contract.
3.2
All Goods shall be delivered, carriage paid, at the place specified and only between
9.00 am and 4.00 pm Mondays to Fridays, unless otherwise agreed by ECU. A delivery
note must accompany the Goods and must specify the contract number and the type
of Goods being delivered.
3.3
The cost of packaging and delivery will be deemed to be included in the cost of the
Goods. If the Contractor requires packaging to be returned, it will be returned at the
Contractor’s expense.
Meetings and Records
4.1
The Contractor shall, and shall ensure that its relevant staff shall (as appropriate),
attend all meetings reasonably arranged by ECU for the discussion of matters
connected with the performance of the Contract.
4.2
The Contractor shall keep and maintain until 6 years after the date of termination or
expiry (whichever is the earlier) of the Contract (or as long a period as may be agreed
between the Parties), full and accurate records and accounts of the operation of the
Contract including the Services provided and/or Goods supplied under it and the
amounts paid by ECU in relation to the Contract. The Supplier shall on request afford
ECU and ECU's representatives such access to such records and accounts as may be
required by ECU from time to time.
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5
6
7
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Environmental Requirements
5.1
In providing the Goods or Services the Contractor shall comply with ECU’s
environmental policy, which is to conserve energy, water and other resources, reduce
waste and phase out the use of ozone depleting substances and minimise the release
of greenhouse gases and other substances damaging to health and the environment.
5.2
All written outputs, including reports, produced in connection with the Contract shall
(unless otherwise specified) be produced on recycled paper.
5.3
Maximum use must be made of recycled materials in the manufacture of crates,
pallets, boxes, cartons, cushioning and other forms of packaging. Packaging must be
capable of recovery for reuse or recycling.
Discrimination
6.1
The Contractor shall not unlawfully discriminate within the meaning and scope of any
applicable law, enactment, order or regulation relating to discrimination (whether
relating to discrimination on grounds of race, gender, pregnancy or maternity, marital
or civil partnership status, gender re-assignment, religion or belief, disability, sexual
orientation, age or otherwise).
6.2
The Contractor shall take all reasonable steps to secure the observance of the
obligations set out in Condition 6.1 by all servants, employees or agents of the
Contractor and all suppliers and sub-contractors employed in the execution of the
Contract.
Assignment or subcontracting
7.1
The Contractor shall not sub-contract, transfer, assign, charge, or otherwise dispose of
the Contract or any part of it without the prior written consent of ECU or unless the
details of the sub-contracting are expressly set out in the Tender Submission. Where
the Contractor enters into a contract with a supplier or sub-contractor for the purpose
of performing the Contract or any part of it, it shall cause a term to be included in such
contract which requires payment to be made by the Contractor to the supplier or
subcontractor within a period not exceeding 30 days from receipt of a valid invoice as
defined by the contract requirements.
7.2
The Contractor shall ensure those individuals identified in the Tender Submission
perform the Services specified in the Contract unless otherwise agreed in writing by
ECU.
Notices
8.1
All notices between the Parties under the Contract shall be in writing and shall be
delivered by hand or sent by first class post to: (i) in the case of notification to ECU,
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FAO Jonathan Gascoigne, at the address detailed above, (ii) in case of communication
to the Contractor to the address set out above, or such other address as is notified to
ECU in writing by the Contractor. Any such communication shall be deemed to have
been served: (i) if delivered by hand, on the day of the delivery, (ii) if sent by first class
post, on the second business day following the day of posting.
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Intellectual property rights
9.1
Any reports, documents, data, specifications, instructions, plans, drawings, patents,
models, designs, other material as aforesaid and any intellectual property rights in
such materials (“Work Product”) furnished to or made available to the Contractor by
ECU shall remain vested in ECU absolutely and will be delivered up to ECU on
completion or other termination of the Contract.
9.2
Subject to Condition 9.1, any Work Product prepared by the Contractor for ECU in
relation to the performance of this Contract is hereby assigned to and shall vest in ECU
absolutely. The Contractor agrees to execute any documents necessary to assign to
ECU all right, title and interest in the intellectual property rights in such Work Product
and to do all such acts and things as ECU may determine are reasonably necessary or
desirable in connection with any such assignment. The Contractor shall not be entitled
to use ECU’s Work Product without ECU’s prior written consent.
9.3
To the extent that the Work Product incorporates any of the Contractor’s existing
intellectual property rights the Contractor shall retain ownership of the intellectual
property rights and ECU shall be granted an irrevocable, royalty free, perpetual,
transferable, non-exclusive licence to use such intellectual property rights for the
purposes of ECU’s activities/operations.
10 Confidentiality and Publicity
10.1
The Contractor shall not disclose any information relating to the Contract or ECU’s
activities without the prior written consent of ECU, which shall not be unreasonably
withheld. Such consent shall not be required where the information is already in the
public domain, is in the possession of the Contractor without restriction as to its
disclosure, or is received from a third party who lawfully acquired it and is under no
obligation restricting its disclosure.
10.2
The Contractor shall not, without ECU's prior consent, communicate by way of press
release or otherwise to any third party, anything which relates to the Services provided
under this Contract, save as is necessary in the execution thereof.
10.3
ECU reserves the right to disclose information about this Contract pursuant to a valid
request for information. The Contractor shall provide ECU with all reasonable
assistance and information in relation to all relevant information required.
11 Data Protection duties
11.1
The Contractor shall comply with the terms of the Data Protection Act.
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12 Handover and re-competition
12.1
Upon the expiry or termination of the Contract, the Contractor shall, at its cost,
provide assistance to ECU and the replacement supplier appointed by ECU to continue
or take over the performance of the Supplier's obligations under the Contract in order
to ensure an effective handover of all work then in progress.
13 Invoices and Payment
13.1
The fees, expenses and costs payable to the Contractor for the performance of the
Contract are set out in the Tender Submission and/or in the Schedule (as appropriate).
Prices are fixed for the duration of the Contract.
13.2
The Contractor shall submit an invoice within 30 days of the relevant payment date set
out in the Schedule (if any) and always subject to having supplied the relevant Goods
or Services to the satisfaction of ECU. The invoice shall show the amount of VAT
payable and bear the contract number. Save where an invoice is disputed, ECU shall
pay the Contractor within 30 days of receipt of a valid invoice or as otherwise set out
in the Schedule. ECU, in line with Government requirements, subscribes to the need
for prompt payment and to HM Treasury's 'Better Payment Practice Code'. Any
complaint regarding non-compliance with this code should be addressed to the Chief
Executive of ECU.
14 Corrupt Gifts and Payments of Commission
14.1
The Contractor shall not receive or agree to receive from any person, or offer or agree
to give to, or procure on behalf of any person in the employment of ECU, any gift or
consideration of any kind as an inducement or reward for doing or not doing anything,
or for showing favour or disfavour to any person in connection with the Contract.
15 Termination
15.1
If the Contractor: (i) fails to fulfil their obligations under the Contract, (ii) enters into
any arrangement or composition with its creditors, is declared bankrupt (being an
individual) or an order is made or an effective resolution is passed for its winding up or
a receiver and manager, receiver, administrative receiver or administrator is appointed
in respect of the whole or any part of its undertaking or assets, (iii) ceases to carry on
business, or (iv) is subject to a change of Control (Control has the meaning ascribed in
section 416 or 840 of the Income and Corporation Taxes Act 1988), ECU may terminate
the Contract forthwith by written notice and, in accordance with Condition 16, may
recover from the Contractor any reasonable costs necessarily and properly incurred by
ECU as a consequence of termination.
16 Loss or Damage
16.1
The Contractor shall, without delay and at the Contractor’s own expense, at the option
of ECU either (i) reinstate, replace or make good to the satisfaction of ECU, or (ii)
indemnify ECU, for any loss or damage connected with the performance of the
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Contract, except to the extent that such loss or damage is caused by the neglect or
default of ECU. “Loss or damage” includes but is not limited to: loss or damage to
property; personal injury, sickness or death; and loss of goodwill or loss of use suffered
as a result of any loss or damage.
17 Insurance
17.1
The Contractor shall effect and maintain an adequate level of insurance cover in
respect of all risks that may be incurred in the performance of the Contract.
18 General
18.1
This Contract and its appendices constitute the entire agreements between the Parties
hereto and supersede all negotiations, representations or agreements either written
or oral preceding the Contract.
18.2
The currency of this Contract is sterling or its legal successor.
18.3
ECU reserves the right to alter the requirements of the Contract. In the event of any
alteration of the contractual requirement, payment under the Contract shall be subject
to fair and reasonable adjustment to be agreed in good faith between the Parties. No
variation to the Contract will be effective until it has been recorded in writing and
signed by a duly authorised representative of ECU and the Contractor.
18.4
The Contract shall be governed by and interpreted in accordance with the law of
England and Wales and the Parties hereby submit to the exclusive jurisdiction of the
Courts of England and Wales.
19 Dispute Resolution
19.1
The Parties shall attempt in good faith to negotiate a settlement to any dispute
between them arising out of or in connection with the Contract within 30 days of
either party notifying the other of the dispute and such efforts shall involve the
escalation of the dispute to the Chief Executive (or equivalent) of each party.
19.2
Nothing in this dispute resolution procedure shall prevent the Parties from seeking
from any court of competent jurisdiction an interim order restraining the other party
from doing any act or compelling the other party to do any act.
19.3
If the dispute cannot be resolved by the Parties pursuant to Condition 19.1 the Parties
shall refer it to mediation pursuant to the procedure set out in Condition 19.5 unless
ECU considers that the dispute is not suitable for resolution by mediation.
19.4
The obligations of the Parties under the Contract shall not be suspended, cease or be
delayed by the reference of a dispute to mediation (or arbitration) and the Contractor
shall comply fully with the requirements of the Contract at all times.
19.5
The procedure for mediation and consequential provisions relating to mediation are as
follows:
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19.5.1 a neutral adviser or mediator ("the Mediator") shall be chosen by agreement
between the Parties or, if they are unable to agree upon a Mediator within 10
days after a request by one party to the other or if the Mediator agreed upon is
unable or unwilling to act, either party shall within 10 days from the date of the
proposal to appoint a Mediator or within 10 days of notice to either party that
he is unable or unwilling to act, apply to the Centre for Effective Dispute
Resolution to appoint a Mediator;
19.5.2 the Parties shall within 10 days of the appointment of the Mediator meet with
them in order to agree a programme for the exchange of all relevant
information and the structure to be adopted for negotiations to be held;
19.5.3 unless otherwise agreed, all negotiations connected with the dispute and any
settlement agreement relating to it shall be conducted in confidence and
without prejudice to the rights of the Parties in any future proceedings;
19.5.4 if the Parties reach agreement on the resolution of the dispute, the agreement
shall be reduced to writing and shall be binding on the Parties once it is signed
by their duly authorised representatives;
19.5.5 failing agreement, either of the Parties may invite the Mediator to provide a
non-binding but informative opinion in writing. Such an opinion shall be
provided on a without prejudice basis and shall not be used in evidence in any
proceedings relating to the Contract without the prior written consent of both
Parties; and
19.5.6 if the Parties fail to reach agreement in the structured negotiations within 60
days of the Mediator being appointed, or such longer period as may be agreed
by the Parties, then any dispute or difference between them may be referred
to the courts in accordance with Condition 19.1.
Schedule
Deliverables/timescale
The specified Services are to be carried out in accordance with a timetable agreed between ECU
and the Contractor within the terms of this Contract.
Deliverables
Timescale
Draft materials
Final materials
Contract price/payment
The total contract price of £XX,XXX is payable as detailed below.
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Item
Amount (£)
Contract signed
Completion of first round of meetings
Completion of all meetings and final outputs
TOTAL
Signed on behalf of ECU
Signature
Name
Juliet Adams, Head of Resources
Date
Signed on behalf of the Contractor
Signature
Name
Date
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