Premier Partnership
SUPPLIER AGREEMENT
Premier Partnership
Supplier Agreement
CONTENTS
Supplier Agreement ......................................................................... 1
1.
Definitions .................................................................................................... 2
2.
Capacity ...................................................................................................... 3
3.
Request Process ........................................................................................... 4
4.
Resources ................................................................................................... 4
5.
Warranties ................................................................................................... 4
6.
Indemnities .................................................................................................. 5
7.
Liabilities ..................................................................................................... 5
8.
Intellectual Property Rights ............................................................................... 6
9.
Delivery & Cancellation .................................................................................... 8
10.
Confidentiality ............................................................................................... 9
11.
Data Protection ........................................................................................... 10
12.
Transfers and subcontracting ........................................................................... 10
13.
Term and termination .................................................................................... 10
14.
Force Majeure ............................................................................................. 11
15.
Dispute Resolution ....................................................................................... 12
16.
Prevention of Bribery and Corruption ................................................................. 13
17.
General ..................................................................................................... 14
18.
Insurance .................................................................................................. 15
19.
Contract Management ................................................................................... 15
20.
Payment .................................................................................................... 16
21.
Non-Solicitation ........................................................................................... 16
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Supplier Agreement
AN AGREEMENT MADE ON:
BETWEEN:
(1) “ Premier Partnership”
Premier Partnership is a training provider (registration number
5997338) whose registered office is 3 Derwent House,
Richmond Business Park, Sidings Court, Doncaster DN4 5NL;
(2) “The Supplier”
[COMPANY] (Registration No. [REG NO#]) Whose registered
office is at [REG ADDRESS].
PROVISIONS:
Definitions
1.
1.1. As used in this Agreement the following terms and expressions have the meanings set out below:
“Agreement” means this agreement comprising the Conditions and Schedules
hereto, which shall have the same force and effect as if expressly set out in the body of this
Agreement;
‘Assignment Order Confirmation’ – means the confirmation that is sent out which defines the
work and includes the order number.
"Charges" means the charges for the Services as set out in the relevant Schedule or
Order;
‘Closed Course’ means courses delivered to one organisation.
“Customer” means any Premier Partnership client or end user;
“Commencement Date” means the date first set out above;
"Conditions" means the terms and conditions set out in this Agreement;
"Force Majeure" means any event, occurrence or cause affecting
the performance by either the Customer or the supplier of its obligations under the Agreement
arising from acts, events, omissions, happenings or non-happenings beyond its reasonable
control or that of its sub-contractors or agents, notwithstanding the reasonable diligence and
foresight of the affected party, including (but without limiting the generality thereof), fire, flood, or
any disaster or an industrial dispute affecting a third party for which a substitute third party is not
reasonably available and any event or occurrence which is attributable to the wilful act, neglect or
failure to take reasonable precautions against the event or occurrence by the party concerned.
“Inducement” means (i) any payment, gift, consideration, benefit or advantage of any kind,
which is (or is agreed to be) offered, promised, given, authorised, requested, accepted or agreed,
whether directly or indirectly (through one or more intermediaries) which could act as an
inducement or reward, for any form of improper conduct by any person in connection with their
official, public, fiduciary, employment or business role, duties or functions; and/or (ii) anything that
would amount to an offence of bribery or corruption under Applicable Law; and/or (iii) any
Facilitation Payment and “Induce”, “Induced”, “Inducing” and other variants of “Inducement” shall
be construed accordingly;
“Intellectual Property Rights” means all rights in patents, trade marks, service marks, design
rights (whether registered or unregistered and including semi-conductor topographies), copyright
(including rights in computer software), database rights, sui generis rights, confidential
information, trade secrets, trade or business names, domain names and any other analogous
rights whether capable of registration or not in any country and applications for any of the
foregoing;
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"Milestones" means the delivery dates or deadlines for the completion of the
Services or as set out in each Order, or any other stated timetable or deadline;
‘Open Course’ – means a course open to delegates from more than one organisation
“Proposal” means any detailed description or specification of the Services produced by the
Supplier and agreed by Premier Partnership pursuant to clause 3;
‘Public Course’ means a course open to anyone from any sector
“Schedule(s)” means any schedule or attachment to this Agreement;
‘Service Level Agreement’ - a contract between Premier Partnership and the supplier which
stipulates and commits the supplier to a required level of service.
"Services" means the training services as described in each Schedule or Proposal;
‘Supplier’ – a party that supplies goods or services
"Term" means the period of time from the Commencement Date until
the expiry or termination of the Agreement.
1.2.
In this Agreement:
1.2.1.
a reference to any statute or statutory instrument shall be construed as a
reference to the same as amended, modified, supplemented or re-enacted;
1.2.2.
a reference to any other document is a reference to that other document as
amended, varied, novated or supplemented;
1.2.3.
headings are for convenience only and shall not affect the interpretation of
this Agreement;
1.2.4.
Reference to the masculine shall also include the feminine or the neuter and
the reference to singular shall include the plural, and vice versa.
1.2.5.
to the extent that there is an inconsistency between the terms of the body of
this Agreement, its Schedules or any Order, the following order or precedence
shall apply:
1.2.6.
the Conditions of this Agreement;
1.2.7.
the Schedules
1.2.8.
Any other document referred to herein or incorporated by reference.
Capacity
2.
During the period of this Agreement
in providing the Services:
2.1. The Supplier agrees to provide to Premier Partnership the Services as detailed in each
Assignment Order Confirmation and to provide detailed proposals in response to any
requirement for Services that have been identified to the Supplier by Premier Partnership.
2.2.
The terms shall apply to all Assignment Orders and the Supplier shall provide the Services at
such times and at such locations as Premier and the Supplier shall agree from time to time.
2.3.
The Supplier shall comply with any policies and procedures required by Premier Partnership’s
Client when working on their premises, including (without limitation) those that relate to security,
health & safety and emergency procedures.
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Request Process
3.
During the Term Premier Partnership:
3.1.
May issue a Quote Request Form to the Supplier, the Supplier shall promptly inform Premier
Partnership of its intention to respond to such Proposal, and shall issue such Proposal within the
deadline specified by Premier Partnership.
3.2.
Will either accept or reject the Proposal or inform the Supplier if any amendments to the
Proposal are required.
3.3. Will issue an Assignment Order Confirmation for a successful submission.
3.4. Will require confirmation of acceptance of the requirements of the Assignment Order
Confirmation or give details for non-acceptance to the authorised representative of Premier
Partnership within 24 hours of receipt of Order. Acceptance must show the Assignment Order
number and unless detailed otherwise, shall constitute confirmation that all details of the Order,
including Charges, any requested dates, timetables objectives and Milestones, can be met.
4. Resources
4.1. The Supplier shall be responsible for the provision of all materials and facilities required in order
to provide the Services, or for Premier Partnership and/or the Client to receive the Services,
including (without limitation) presentation materials, course materials, information technology
hardware, software and software licences, except that such materials and facilities are explicitly
stated in any Assignment Order Confirmation to be the responsibility of Premier Partnership. All
electrical hardware must be pat tested and up to date and show the label with the date it was last
serviced. Any re-branding of materials that is required to meet the clients expectations
incorporating their own logos will be completed free of charge by the supplier.
5. Warranties
5.1. The Supplier warrants to Premier Partnership that:
5.2.
5.1.1.
They have the expertise, experience and familiarity with the subject matters and if
appropriate, qualifications to provide the services as detailed on the Assignment
Order Form necessary to perform the work;
5.1.2.
It will perform its obligations under this Agreement with all due care and skill
expected of an expert provider of the Services and in a professional manner;
5.1.3.
The Services shall be performed in compliance with all applicable laws,
enactments, orders, regulations, relevant health and safety legislation and other
similar instruments;
5.1.4.
The work that they will perform for Premier Partnership under this agreement has
been performed by them to the satisfaction of other third parties during the twelve
months preceding this agreement.
5.1.5.
All information given by the Supplier to Premier Partnership and/or the Client(s) in
connection with this Agreement shall be accurate and comprehensive.
All warranties and representations shall, unless otherwise expressly stated, continue in full
force and effect during the term of this Agreement and shall survive expiration or any termination
of this Agreement or any part of it.
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6. Indemnities
6.1. Premier Partnership may recover from the Supplier on an indemnity basis any losses, costs or
expenses incurred by Premier Partnership (including but not limited to any amounts recovered
from Premier Partnership under the terms of any contracts with its Clients) to the extent that such
losses, costs or expenses arise from:
6.1.1.
any breach by the Supplier of the terms of this Agreement; or
6.1.2.
any negligent or wilful act or omission of the Supplier; or
6.1.3.
any delay or interruption in the provision, non-performance or degradation in the
quality of the Services performed or to be performed by the Supplier under this
Agreement;
except in so far as, and to the extent that, any of the events referred to in Clauses 6.1.1 or 6.1.3 are
caused by any breach by Premier Partnership of any of its obligations under this Agreement.
6.2. The Supplier shall indemnify Premier Partnership, its officers, and agents against all claims,
demands, actions, costs and expenses (including legal costs and disbursements) together with
all costs, charges and expenses arising as a result thereof which Premier Partnership incurs
directly as a result of any act, omission or default of the Supplier, its employees, officers, agents
or sub-contractors in respect of:
6.2.1.
damage to real or personal property;
6.2.2.
injury to persons, including injury resulting in death;
Except in so far as, and to the extent that, the damage or injury is caused by any act,
omission or default by Premier Partnership of any of its obligations under this Agreement.
7. Liabilities
7.1. Liability
Nothing in the Contract shall be construed to limit or exclude either Party's liability for:
7.1.1.
death or personal injury caused by its negligence or that of its Staff;
7.1.2.
Fraud or fraudulent misrepresentation by it or that of its Staff;
7.1.3.
any breach of any obligations implied by Section 12 of the Sale of Goods Act 1979
or Section 2 of the Supply of Goods and Services Act 1982;
7.1.4.
any claim under clause 7.1
7.1.5.
Any claim under the indemnity in clauses 11.2.
7.1.6.
Any other matter which, by Law, may not be excluded or limited.
7.2. Subject to clause 7.4 the Supplier shall on demand indemnify and keep indemnified the
Customer in full from and against all claims, proceedings, actions, damages, costs, expenses
and any other liabilities which may arise out of, or in consequence of, the supply, or late or
purported late supply or non-supply, of the Goods and/or Services or the performance or nonperformance by the Supplier of its obligations under the Contract or the presence of the Supplier
or any Staff on the Premises, including in respect of any death or personal injury, loss of or
damage to property, financial loss arising from any advice given or omitted to be given by the
Supplier, or any other loss which is caused directly or indirectly by any act or omission of the
Supplier.
7.3. The Supplier shall not be responsible for any injury, loss, damage, cost or expense if and to the
extent that it is caused by the negligence or wilful misconduct of the Customer or by breach by
the Customer of its obligations under the Contract.
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7.4. Subject always to clause 7.1, the aggregate liability of either Party for each Year of this Contract
under or in relation to this Contract:
7.4.1.
in respect of all other Defaults, claims, losses or damages, whether arising from
breach of contract, misrepresentation (whether tortuous or statutory), tort
(including negligence), breach of statutory duty or otherwise shall in no event
exceed [£5,000,000]
7.4.2.
Subject to clauses 7.1 and 7.5, in no event shall either Party be liable to the other
for any:
1.1.1.1. loss of profits;
1.1.1.2. loss of business;
1.1.1.3. loss of revenue;
1.1.1.4. loss of or damage to goodwill;
1.1.1.5. loss of savings (whether anticipated or otherwise); and/or
1.1.1.6. any indirect, special or consequential loss or damage.
7.5. Subject always to the provisions of clauses 7.1, and 7.4, 12 and 18 the provisions of 7.5.6 shall
not be taken as limiting the right of Premier Partnership to recover as a direct loss:
7.5.1.
any additional operational and/or administrative expenses arising from the
Supplier's Default;
7.5.2.
any wasted expenditure or charges rendered unnecessary and/or incurred by
Premier Partnership arising from the Supplier's Default;
7.5.3.
the additional cost of procuring replacement services for the remainder of the
Contract Period following termination of the Contract as a result of a Default by the
Supplier; and
7.5.4.
any losses, costs, damages, expenses or other liabilities suffered or incurred by
Premier Partnership which arise out of or in connection with the loss of, corruption
or damage to or failure to deliver Nothing in the Contract shall impose any liability
on Premier Partnership in respect of any liability incurred by the Supplier to any
other person, but this shall not be taken to exclude or limit any liability of Premier
Partnership to the Supplier that may arise by virtue of either a breach of the
Contract or by negligence on the part of Premier Partnership, or Premier
Partnership’s Customer's employees, servants or agents.
7.5.5.
Customer Data by the Supplier.
7.5.6.
Nothing in the Contract shall impose any liability on Premier Partnership in respect
of any liability incurred by the Supplier to any other person, but this shall not be
taken to exclude or limit any liability of Premier Partnership to the Supplier that
may arise by virtue of either a breach of the Contract or by negligence on the part
of Premier Partnership, or Premier Partnership’s Customer's employees, servants
or agents.
8. Intellectual Property Rights
8.1. Save as granted under this Contract, neither Premier Partnership nor the Supplier shall acquire
any right, title or interest in the other’s Pre-Existing Intellectual Property Rights.
8.2. The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or
Services and the performance of the Supplier’s responsibilities and obligations hereunder shall
not infringe any Intellectual Property Rights of any third party.
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8.3. The Supplier grants to Premier Partnership appropriate access to all required software necessary
in connection with and to enable fulfilment of this contract. Access shall expire on the date on
which this Contract expires or is terminated whichever is the earlier.
8.4. Premier Partnership grants to the Supplier a non-exclusive and non-transferable irrevocable
licence to use the Client Data to the extent strictly necessary for the provision of the Services.
The licence shall expire on the date on which this Agreement expires or is terminated or if
Premier Partnership so decides to terminate the licence whichever is the earlier.
8.5. All training materials and e-learning, currently owned by Premier Partnership, hosted on behalf
of Premier Partnership by the Supplier shall remain the property of Premier Partnership and shall
only be used by the Supplier for the purpose of providing the agreed services to the Client.
8.6. With respect to the Suppliers obligations under this Contract, the Supplier warrants and
represents that:
8.6.1.
it owns, has obtained or shall obtain valid licences for all Intellectual Property
Rights that are necessary to perform its obligations under this Contract;
8.6.2.
it has and shall continue to take all steps, in accordance with Good Industry
Practice, to prevent the introduction, creation or propagation of any disruptive
elements (including any virus, worms and/or Trojans, spyware or other malware)
into systems, data, software or the Customer’s Confidential Information (held in
electronic form (owned by or under the control of, or used by the Customer;
8.7. The Supplier shall during and after the Contract Period of this Contract indemnify and keep
indemnified the Customer on demand in full from and against all claims, proceedings, suits,
demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and
client basis), losses and damages and any other liabilities whatsoever arising from, out of, in
respect of or incurred by reason of any infringement or alleged infringement (including the
defence of such alleged infringement) of any Intellectual Property Right by the:
8.7.1.
availability, provision or use of the Goods and/or Services (or any parts thereof);
and
8.7.2.
performance of the Supplier’s responsibilities and obligations hereunder.
8.8. The Supplier shall promptly notify Premier Partnership if any claim or demand is made or action
brought against the Supplier for infringement or alleged infringement of any Intellectual Property
Right that may affect the availability, provision or use of the Goods and/or Services (or any parts
thereof) and/or the performance of the Supplier’s responsibilities and obligations hereunder.
8.9. If a claim or demand is made or action brought to which Clause 8.3 and/or 8.4 may apply, or in
the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may at its own
expense and within a reasonable time either:
8.9.1.
modify any or all of the affected Goods and/or Services without reducing the
performance and functionality of the same, or substitute alternative goods and/or
services of equivalent performance and functionality for any or all of the affected
Goods and/or Services, so as to avoid the infringement or the alleged
infringement, provided that the terms herein shall apply mutatis mutandis to such
modified or substituted goods and/or services; or
8.9.2.
procure a licence to use the Goods and/or Services on terms that are reasonably
acceptable to Premier Partnership; and
8.9.3.
in relation to the performance of the Supplier’s responsibilities and obligations
hereunder, promptly re-perform those responsibilities and obligations.
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9. Delivery & Cancellation
9.1. The Supplier shall Deliver the Goods and Services and provide the Services in accordance with
the Assignment Order Confirmation and service Level Agreement.
Time of delivery in relation to commencing and/or supplying the Goods and/or Services shall be
of the essence and if the Supplier fails to deliver the Goods and/or Services within the time
specified in accordance with Service Level Agreement and without prior written Approval, the
Customer may release itself from any obligation to accept and pay for the Goods and/or
terminate the Contract, in either case without prejudice to any other rights and remedies of the
Customer.
9.2. In the event that not all of the Goods and/or Services are Delivered by the relevant Milestone
Dates specified in the Implementation Plan ("Undelivered Goods and/or Services") then the
Customer shall be entitled to withhold payment of the Contract Charges for any Goods and/or
Services that were not Delivered in accordance with the corresponding Milestone Date until such
time as the Undelivered Goods and/or Services are Delivered.
9.3. For any person delivering work on our behalf who has access to any government or local
authority premises must ensure they hold a current basic disclosure check which can be carried
out from www.disclosurescotland this must be kept on record and updated every two years. We
may ask you to provide evidence of these checks at any time and will expect them to be
submitted to Premier Partnership within 5 days of the original request.
9.4. For each member of Staff who, in providing the Goods and/or Services, has, will have or is likely
to have access to children, vulnerable persons or other members of the public to whom the
Customer owes a special duty of care, or access to any government premises, the Supplier shall
(and shall procure that the relevant Sub-contractor shall):

carry out a policy check with the records held by DfES;

conduct thorough questioning regarding any Relevant Convictions; and

ensure a police check is completed and such other checks as may be carried
out through the Disclosure and Barring Service,

and the Supplier shall not (and shall ensure that any Sub-contractor shall not) engage
or continue to employ in the provision of the Goods and/or Services any person who
has a Relevant Conviction or an inappropriate record
.
We may ask you to provide evidence of these checks at any time and will expect them to be
submitted to Premier Partnership within 5 days of the original request.
9.5. Cancellation terms:
1.1.1.7. Closed course if cancelled more than 5 clear working days before the
start date there will be no fee chargeable by the supplier. If a course is
cancelled within 5 clear days of the start date 100% fee will be
chargeable by the supplier.
1.1.1.8. If a delegate cancels their place off a public course the following
charges will become applicable by the suppliers:
Confirmed booking
>5 working days before course start date
0-5 working days before
Cancellation fee
0% of course fee
100% of course fee
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Confidentiality
10.
10.1. Except to the extent set out in this clause 10.0 or where disclosure is expressly permitted
elsewhere in this Contract, each Party shall:
10.1.1. treat the other Party's Confidential Information as confidential and safeguard it
accordingly; and
10.1.2. not disclose the other Party's Confidential Information to any other person without
the owner's prior written consent.
10.2. Clause 10.1 shall not apply to the extent that:
10.2.1
such disclosure is a requirement of Law placed upon the Party making the
disclosure, including any requirements for disclosure under the FOIA, Code of
Practice on Access to Government Information or the Environmental Information
Regulations;
10.2.2
such information was in the possession of the Party making the disclosure
without obligation of confidentiality prior to its disclosure by the information owner;
10.2.3
such information was obtained from a third party without obligation of
confidentiality;
10.2.4
such information was already in the public domain at the time of disclosure
otherwise than by a breach of this Contract; or
10.2.5
it is independently developed without access to the other Party's Confidential
Information
10.3
The Supplier may only disclose the Customer's Confidential Information to the Staff who are
directly involved in the provision of the Goods and/or Services and who need to know the
information, and shall ensure that such Staff are aware of and shall comply with these
obligations as to confidentiality.
10.4
The Supplier shall not, and shall procure that the Staff do not, use any of the Customer's
Confidential Information received otherwise than for the purposes of this Agreement.
10.5
At the written request of the Customer, the Supplier shall procure that those members of Staff
identified in the Customer's notice sign a confidentiality undertaking prior to commencing any
work in accordance with this Contract.
10.6
In the event that any default, act or omission of any Staff causes or contributes (or could
cause or contribute) to the Supplier breaching its obligations as to confidentiality under or in
connection with this Contract, the Supplier shall take such action as may be appropriate in the
circumstances, including the use of disciplinary procedures in serious cases. To the fullest
extent permitted by its own obligations of confidentiality to any Staff, the Supplier shall provide
such evidence to the Customer as the Customer may reasonably require (though not so as to
risk compromising or prejudicing any disciplinary or other proceedings to demonstrate that the
Supplier is taking appropriate steps to comply with this clause, including copies of any written
communications to and/or from Staff, and any minutes of meeting and any other records which
provide an audit trail of any discussions or exchanges with Staff in connection with obligations
as to confidentiality.
10.7
Nothing in this Contract shall prevent Premier Partnership from disclosing, after
seeking prior permission, the Supplier's Confidential Information including any Management
Information obtained.
10.7.1
to any Crown body or any other Contracting Authority. All Crown bodies or
Contracting Authorities receiving such Confidential Information shall be entitled to
further disclose the Confidential Information to other Crown Bodies or other
Contracting Authorities on the basis that the information is confidential and is not to
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be disclosed to a third party which is not part of any Crown body or any
Contracting Authority;
10.7.2
to any consultant, contractor or other person engaged by the
Customer or any person conducting an Office of Government Commerce gateway
review;
10.7.3
for the purpose of the examination and certification of the Customer's
accounts; or
10.7.4
for any examination pursuant to Section 6(1) of the National Audit Act 1983 of
the economy, efficiency and effectiveness with which the Customer has used its
resources.
10.8
The Customer shall use all reasonable endeavours to ensure that any government
department, Contracting Authority, employee, third party or Sub-contractor to whom the
Supplier's Confidential Information is disclosed pursuant to clause 10.8 is made aware of the
Customer's obligations of confidentiality.
10.9
Nothing in this clause 10.0 shall prevent either party from using any techniques, ideas or
Knowhow gained during the performance of the Contract in the course of its normal business
providing this does not result in a disclosure of the other party's Confidential Information or an
infringement of IPR.
10.10 In the event that the Supplier fails to comply with clause 10.1 to clause 10.6, the Customer
reserves the right to terminate this Contract with immediate effect by notice in writing.
10.11 In order to ensure that no unauthorised person gains access to any Confidential Information or
any data obtained in performance of this Contract, the Supplier undertakes to maintain
adequate security arrangements that meet the requirements of Good Industry Practice.
11.
Data Protection
11.1. The Supplier warrants and represents that it will comply in all respects with the provisions of the
Data Protection Act 1998 ("the Act"), including (without limitation) the obligation under the
seventh principle to take appropriate technical and organisational measures against
unauthorised or unlawful processing. Where the Supplier acts as data processor, the Supplier
shall process data only in accordance with the instructions of the data controller.
11.2. The Supplier agrees to indemnify and hold Premier Partnership harmless from any claims,
liabilities, damages and costs, including legal fees, suffered or incurred by Premier Partnership
as a result of breach by the Supplier of this clause 11.
12.
Transfers and subcontracting
12.1. The Supplier shall not without Premier Partnership's prior written consent assign or transfer this
Agreement or any Order, or any part of it to any other person or third party.
12.2. Any subcontracting by the Supplier shall not relieve the Supplier of any of its obligations or
liabilities under this Agreement or any Order.
13.
Term and termination
13.1. Premier Partnership may terminate the Contract with immediate effect by giving written notice
to the Supplier if the Supplier commits a Default and if:
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13.1.1. the Supplier has not remedied the Default to the satisfaction of Premier
Partnership within ten (10) Working Days or such other longer period as may be
specified by Premier Partnership, after issue of a written notice specifying the
Default and requesting it to be remedied; or
13.1.2. the Default is not, in the opinion of Premier Partnership, capable of remedy; or
13.1.3. the Default is a Material Breach of the Contract.
13.2. If Premier Partnership has at any time reasonable cause to believe that the Supplier is about to
make a voluntary arrangement with its creditors, to become bankrupt, to enter into receivership
or liquidation or to make any composition, arrangement, conveyance or assignment for the
benefit of its creditors then Premier Partnership shall have the right by notice in writing to
immediately terminate all or any part of this Agreement (including any Order) without
compensation or liability to the Supplier.
13.3. The Supplier shall notify Premier Partnership immediately if the Supplier undergoes a change of
control within the meaning of Section 450 of the Corporation Tax Act 2010 ("Change of
Control") and provided this does not contravene any Law shall notify the Customer immediately
in writing of any circumstances suggesting that a Change of Control is planned or in
contemplation. Premier Partnership may terminate the Contract by notice in writing with
immediate effect within six months of:
13.3.1. being notified that a Change of Control has occurred or is planned or in
contemplation; or
13.3.2. where no notification has been made, the date that Premier Partnership becomes
aware of the Change of Control, but shall not be permitted to terminate where an
Approval was granted prior to the Change of Control.
13.4. Unless otherwise agreed in any Schedule, Proposal or Order, Premier Partnership shall be
entitled at any time to cancel or terminate the Agreement and any Order in whole or in part by
written notice to the Supplier In such event, Premier Partnership’s sole liability to the Supplier
shall be the payment of that part of the Charges for work under an Order as has been correctly
delivered by the Supplier to Premier Partnership as at the date of such termination.
13.5. Premier Partnership terminate this Contract by serving notice on the Supplier in writing with
effect from the date specified in such notice where (in the reasonable opinion of the Customer),
there is a material detrimental change in the financial standing and/or the rating of the Supplier
which:
13.5.1. adversely impacts on the Supplier's ability to supply the Goods and/or Services
under this Contract; or
13.5.2. could reasonably be expected to have an adverse impact on the Supplier’s ability
to supply the Goods and/or Services under this Contract.
13.6. Either party may terminate this Agreement without liability by the provision of not less than
ninety (90) days prior written notice to the other party.
14.
Force Majeure
14.1. Neither Party shall be liable to the other Party for any delay in performing, or failure to perform,
its obligations under the Contract (other than a payment of money) to the extent that such delay
or failure is a result of Force Majeure. Notwithstanding the foregoing, each Party shall use all
reasonable endeavours to continue to perform its obligations under the Contract for the duration
of such Force Majeure. However, if such Force Majeure prevents either Party from performing
its material obligations under the Contract for a period in excess of 6 Months, either Party may
terminate the Contract with immediate effect by notice in writing to the other Party.
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14.2
Any failure or delay by the Supplier in performing its obligations under the Contract which
results from any failure or delay by an agent, Sub-contractor or supplier shall be regarded as
due to Force Majeure only if that agent, Sub-contractor or supplier is itself impeded by Force
Majeure from complying with an obligation to the Supplier.
14.3
If either Party becomes aware of a Force Majeure event or occurrence which gives rise to or
is likely to give rise to any such failure or delay on its part as described in clause 14.1 it shall
immediately notify the other by the most expeditious method then available and shall inform the
other of the period during which it is estimated that such failure or delay shall continue.
14.4
An event of Force Majeure event affects the Services, Premier Partnership may direct the
Supplier to procure those Goods and/or Services from a third party service provider in which
case the Supplier will be liable for payment for the provision of those Goods and/or Services for
as long as the delay in performance continues.
14.5
The Supplier will not have the right to any payment from Premier Partnership under this
Contract where the Supplier is unable to provide the Goods and/or Services because of an
event of Force Majeure. However if Premier Partnership directs the Supplier to use a
replacement supplier pursuant to sub-clause 36.4, then Premier Partnership will pay the
Supplier (a) the Contract Price; and (b) the difference between the Contract Price and the new
supplier’s costs if, in respect of the Goods and/or Services that are subject to Force Majeure,
the new service provider’s costs are greater than the Contract Price
14.6
Where the Supplier is affected by Force Majeure, Premier Partnership's obligation to pay for
the Services shall be suspended for the duration of the Force Majeure.
Dispute Resolution
15.
15.1
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 twenty (20) Working Days of either Party
notifying the other of the dispute and such efforts shall involve the escalation of the dispute to
the level of Premier Partnerships Representative and the Supplier’s Representative
15.2
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.
15.3
If the dispute cannot be resolved by the Parties pursuant to clause 15.1 the Parties shall refer
it to mediation pursuant to the procedure in clause 15.5 unless:
15.3.1
15.3.2
15.4
the Customer considers that the dispute is
not suitable for resolution by mediation; or
the Supplier does not agree to mediation.
The obligations of the Parties under the Contract shall not be suspended, cease or be
delayed by the reference of a dispute to mediation and the Supplier and the Staff shall comply
fully with the requirements of the Contract at all times
15.5
The procedure for mediation is as follows:
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 ten (10) Working Days after a
request by one Party to the other or if the Mediator agreed upon is unable or unwilling to act,
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either Party shall within ten (10) Working Days from the date of the proposal to appoint a
Mediator or within ten (10) Working Days of notice to either Party that he is unable or unwilling
to act, apply to the Centre for Effective Dispute Resolution (“CEDR”) to appoint a Mediator;
16.
Prevention of Bribery and Corruption
16.1. The Supplier shall not:
16.1.1. offer or give, or agree to give, to any employee, agent, servant or representative of
the Customer, or any other public body or person employed by or on behalf of the
Customer, any gift or other consideration of any kind which could act as an
inducement or a reward for any act or failure to act in relation to this Contract;
16.1.2. engage in and shall procure that all Supplier’s Staff, consultants, agents or Subcontractors or any person acting on the Supplier's behalf shall not commit, in
connection with this Contract, a Prohibited Act under the Bribery Act 2010, or any
other relevant laws, statutes, regulations or codes in relation to bribery and anticorruption; and
16.1.3. commit any offences under the Prevention of Corruption Acts 1889 to 1916.
16.2. The Supplier warrants, represents and undertakes that it has not:
16.2.1. paid commission or agreed to pay commission to the Customer or any other public
body or any person employed by or on behalf of the Customer or a public body in
connection with the Contract; and
16.2.2. entered into this Contract with knowledge, that, in connection with it, any money
has been, or will be, paid to any person working for or engaged by the Customer or
any other public body or any person employed by or on behalf of the Customer in
connection with the Contract, or that an agreement has been reached to that
effect, unless details of any such arrangement have been disclosed in writing to
the Customer and ESPO before execution of this Contract;
16.3. The Supplier shall:
16.3.1. in relation to this Contract, act in accordance with the Ministry of Justice Guidance
pursuant to Section 9 of the Bribery Act 2010;
16.3.2. immediately notify Premier Partnership and ESPO if it suspects or becomes aware
of any breach of this clause 16;
16.3.3. respond promptly to any of Premier Partnerships enquiries regarding any breach,
potential breach or suspected breach of this clause 16 and the Supplier shall cooperate with any investigation and allow Premier Partnership to audit Supplier’s
books, records and any other relevant documentation in connection with the
breach;
16.3.4. if so required by Premier Partnership, within twenty (20) Working Days of the
Commencement Date, and annually thereafter, certify to Premier Partnership in
writing of the Supplier and all persons associated with it or other persons who are
supplying the Goods and Services in connection with this Contract compliance with
this clause 16. The Supplier shall provide such supporting evidence of compliance
as Premier Partnership may reasonably request;
16.3.5. have and maintain an anti-bribery policy (which shall be disclosed to Premier
Partnership on request) to prevent it any of its Staff, consultants, agents or Subcontractors, or any person acting on the Supplier's behalf from committing a
Prohibited Act and shall enforce it where appropriate.
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16.4. If the Supplier, its Staff, consultants, agents or Sub-contractors or any person acting on the
Supplier's behalf, in all cases whether or not acting with the Supplier's knowledge breaches:
16.4.1. this clause 16; or
16.4.2. the Bribery Act 2010 in relation to this Contract or any other contract with Premier
Partnership or any other public body or any person employed by or on behalf of
the Customer or a public body in connection with the Contract, the Customer shall
be entitled to terminate this Contract by written notice with immediate effect.
16.5. Without prejudice to its other rights and remedies under this clause 16, Premier Partnership
shall be entitled to recover in full from the Supplier and the Supplier shall on demand indemnify
Premier Partnership in full from and against:
16.5.1. the amount of value of any such gift, consideration or commission; and
16.5.2. any other loss sustained by Premier Partnership in consequence of any breach of
this clause 16.
General
17.
17.1
These Agreements represent the entire understanding and constitute the whole agreement
between the parties in relation to its subject matter and supersede any previous discussions,
correspondence, representations or agreement between the parties with respect thereto,
notwithstanding the existence of any provision of any such prior agreement that any rights or
provisions of such prior agreement shall survive its termination, except that this clause shall not
exclude liability of either party for fraudulent misrepresentation.
17.2
No failure or delay by either party to exercise any right or remedy under this Agreement shall
be construed as a waiver of that right or remedy nor shall any single or partial exercise of any
right or remedy preclude the further exercise of that right or remedy. No waiver by either party
of any breach of this Agreement shall be considered as a waiver of a preceding or subsequent
breach.
17.3
If a court or administrative organisation with competent jurisdiction decides that a clause in
this Agreement is not valid this shall not affect the rest of this Agreement. Where such invalidity
fundamentally affects the intention of the Parties, the parties shall endeavour to agree a
suitable clause to replace the one which is not valid, to achieve the same economic, legal and
commercial aims of the invalid one.
17.4
The Supplier shall be responsible for ensuring compliance with all obligations under the
National Minimum Wage Legislation, the Working Time Directive, of the Offices, Shop and
Railway Premises Act 1963, the Health and Safety at Work Act 1974 and any other health
and/or industrial safety statute and any regulations made under these Acts and any other UK or
European employment legislation or directive and the Supplier will be solely responsible for any
liability arising there under and shall indemnify Premier Partnership and Premier Partnership’s
Client against any liability loss or damage whatsoever arising there under in connection with the
provision of the Services under this Agreement.
17.5
Nothing in the Agreement shall be construed as creating a partnership or joint venture or a
relationship of principal and agent between the parties, and no party shall hold itself out as a
representative of or able to bind the other party.
17.6
Nothing in this Agreement is intended to confer any right or benefit on any third party or any
right to enforce a provision contained in this Agreement and the Contracts (Rights of Third
Parties) Act 1999 is hereby expressly excluded.
17.7
To give notice under this Agreement, a letter must be delivered personally or sent by pre-paid
first class post or facsimile transmission to the person/role and address or fax numbers set out
in the Schedules, as might from time to time be amended by notice given in writing. A notice
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delivered by hand shall be considered served when delivered, a notice sent by first class post
served 48 hours after posting and a notice served by fax served when the fax is sent and a
confirmation of transmission is received.
17.8
Save as required by law, no publicity or advertising shall be released by the Supplier in
connection with the subject matter of this Agreement without the prior written approval of
Premier Partnership, which shall not be unreasonably withheld.
17.9
A variation of or amendment to this Agreement shall be valid only if it is in writing and signed
by an authorised representative of each of the parties.
17.10
This Agreement and any non-contractual obligations arising out of or in connection with this
Agreement shall be governed by and shall be construed in accordance with English law and the
parties submit to the exclusive jurisdiction of the English courts.
18.
Insurance
18.1. The Supplier shall effect and maintain with a reputable insurance company a policy or policies
of insurance providing which may be incurred by the Supplier, arising out of the Supplier's
performance of its obligations under the Contract, including death or personal injury, loss of or
damage to. Such policies shall include cover in respect of any financial loss arising from any
advice given or omitted to be given by the Supplier. Such insurance shall be maintained for the
Contract Period and for the Minimum Insurance Period.
18.2. The Supplier shall hold employer's liability insurance for a minimum amount of £5 million;
Professional Indemnity for a minimum of £2 million, and public liability and product liability
insurance for a minimum amount of £5 million for organisations with more than 5 employees.
18.3. The Supplier shall give Premier Partnership, on request, copies of all insurance policies
referred to in this clause 18 or a broker's verification of insurance to demonstrate that the
appropriate cover is in place, together with receipts or other evidence of payment of the latest
premiums due under those policies.
18.4. If, for whatever reason, the Supplier fails to give effect to and maintain the insurances required
by the provisions of the Contract Premier Partnership may make alternative arrangements to
protect its interests and may recover the costs of such arrangements from the Supplier.
18.5. The provisions of any insurance or the amount of cover shall not relieve the Supplier of any
liabilities under the Contract. It shall be the responsibility of the Supplier to determine the
amount of insurance cover that will be adequate to enable the Supplier to satisfy any liability
referred to in clause 7.2
18.6. The Supplier shall ensure that nothing is done which would entitle the relevant insurer to
cancel, rescind or suspend any insurance or cover, or to treat any insurance, cover or claim as
avoided in whole or part. The Supplier shall use all reasonable endeavours to notify Premier
Partnership (subject to third party confidentiality obligations) as soon as practicable when it
becomes aware of any relevant fact, circumstance or matter which has caused, or is reasonably
likely to provide grounds to, the relevant insurer to give notice to cancel, rescind, suspend or
avoid any insurance, or any cover or claim under any insurance in whole or in part.
19.
Contract Management
19.1. Both Premier Partnership and the supplier shall agree to review this Agreement at intervals of
six (6) months from the Commencement Date, and such reviews shall include (without
limitation) an evaluation of the performance of the Supplier and the Charges. Both parties must
agree in writing before any changes can be made to the agreement.
19.2. In support of Premier Partnership’s quality management process and for other reasonably
required purposes Premier Partnership shall have the right to attend or otherwise have access
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to courses, facilities, events and activities provided or used by the Supplier in the course of
providing the Services. The Supplier shall provide all reasonable access to allow Premier
Partnership to monitor the performance of the Services.
19.3. The Quality of service is paramount to Premier Partnership and as such they expect any person
provided by the Supplier to deliver the Services, issuing and collecting and collating evaluation
forms from the recipients of the Services
Payment
20.
20.1. Premier Partnership shall pay all sums properly due and payable to the Supplier in cleared
funds within 30 working days of receipt of a valid invoice. Only 1invoice per supplier to be sent
at the end of each month in arrears.
20.2. The Supplier shall ensure that each invoice contains all appropriate references as set out in the
service level agreement and a detailed breakdown of the Goods supplied and/or the Services
provided and that it is supported by any other documentation reasonably required by Premier
Partnership to substantiate the invoice.
20.3. Where the Supplier enters into a Sub-contract it shall ensure that a provision is included in such
Sub-contract which requires payment to be made of all sums due by the Supplier to the Subcontractor within a specified period not exceeding thirty (30) Working Days from the receipt of a
validly issued invoice, in accordance with the terms of the Sub-contract.
20.4. The Supplier shall add VAT to the Contract Charges at the prevailing rate as applicable.
20.5. The Supplier shall indemnify Premier Partnership on demand and on a continuing basis against
any liability, including without limitation any interest, penalties or costs, which are suffered or
incurred by or levied, demanded or assessed on Premier Partnership at any time in respect of
the Supplier's failure to account for or to pay any VAT relating to payments made to the
Supplier under the Contract. Any amounts due under this clause 20.5 shall be paid by the
Supplier to Premier Partnership not less than five (5) Working Days before the date upon which
the tax or other liability is payable by the Customer.
20.6. The Supplier shall not suspend the supply of the Services and/or Goods (as applicable) unless
the Supplier is entitled to terminate the Contract under clause 13.1for failure to pay undisputed
sums of money. Interest shall be payable by Premier Partnership on the late payment of any
undisputed sums of money properly invoiced in accordance with the Late Payment of
Commercial Debts (Interest) Act 1998.
20.7. Where delegates are booked and confirmed onto supplier public courses, payments to
suppliers will be paid 5 days before the course starts.
20.8 Please note that no invoice will be paid if it is submitted any later than three (3) months after the
date of delivery.
21.
Non-Solicitation
21.1. Each party agrees not to solicit, offer employment to, nor use the services of any employee of
the other party who is involved in performing this Agreement (otherwise than by general
advertising) during the Term and for a period of twelve (12) months from the date of termination
or expiry of this Agreement, except as expressly provided for in this Agreement or where the
previous consent of the other party has been obtained in writing.
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IN WITNESS WHEREOF THE PARTIES HERETO HAVE SIGNED BY THEIR DULY
AUTHORISED REPRESENTATIVES ON THE DATE FIRST ABOVE WRITTEN:
Signed
Company Name
Date
Premier Partnership
Position
Print Name
On behalf of Premier Partnership.
Signed
Date
Company Name
Position
Print Name
On behalf of the Supplier.
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Supplier Service Level Agreement
1.
Assignment Terms and Conditions:
1.1 Charges and Invoicing:
The supplier shall send all invoices to accountspayable@premier-partnership.co.uk
Payment period: within 30 working days of receipt of invoice
Only one invoice per supplier to be sent at the end of each month in arrears:
Please ensure that all invoices contain the following information:

A valid assignment order number.

Invoice Date and number

Supplier Trading Name

Supplier Trading Address

Full description of services provided

Dates of Services

Delegate details if required

A detailed breakdown of any expenses claimed (if agreed) – please send copies of valid
receipts

Net value and Gross Value

Vat amount

Bank account details: Account name, number and sort code
Please quote the Premier Partnership assignment order number on your invoice, failure to do so may
result in delays in invoice authorisation and settlement.
1.2 Cancellation:
Cancellation notified more than 5 or more clear working days before event date - nil fees (cancellation
can be made up to 17.30 on the 6th day before course delivery date)
Cancellation notified between 0 – 5 clear working days before event date – 100%
1.3 Suppliers Obligations:







Trainers must call in attendance lists to Premier Partnership on 01302 369700, or email them to
darren.lindsay@premier-partnership.co.uk by first break on the first day of the course unless
expressly agreed otherwise with the client and Premier Partnership.
Clear instructions regarding the return of original attendance and evaluation forms to Premier
Partnership will be included on your assignment order.
Produce and supply materials for each delegate, and ensure these up to date and relevant.
Supply of laptop and projector and all cables associated with these for their own use and
ensure they are pat tested displaying the relevant up to date label.
Trainers to Arrive at the training venue at least 30 minutes prior to course start time to prepare
material and familiarise themselves with the training environment and check the health and
safety and domestic arrangements of the venue. .
The trainer must provide adequate breaks for the delegates
Trainers will be expected to present a professional image with regards appearance and dress.
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No clothing advertising of your own company name or logos, etc….are to be worn.
All trainers delivering on the customer’s premises or delivering public courses are to be
security checked to a basic level of disclosure unless delivering to vulnerable adults and
children where a CRB check is required.
1.4 Clients Obligations:
Provision of requisite equipment (i.e. projector screen, flip chart, white boards etc.)
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