Arun District Council Standard Terms and Conditions of Contract

1. Scope and Definitions

These terms and conditions apply to the supplies/services described in the attached Purchase Order.  The Purchase Order, these terms and conditions and any Schedule of Processing, Personal Data and Data Subjects provided by the Council in relation to condition 13 together form the Agreement (“Agreement”) between Arun District Council (“the Council”) and the Supplier. No payment will be made for additional supplies/services unless authorised in writing by the Council.

2.  Delivery

All supplies/services supplied are to be accompanied by a delivery note.

3. Invoices

Invoices should be sent promptly to Accounts Payable at the address shown on the Purchase Order and must include: 

a) The Council's Purchase Order; 

b) An Invoice number;

c) Full details of quantity and prices supplied; 

d) Any discount allowed; 

e) Current VAT requirements;

4. Supplier's Obligations

The Supplier shall comply with the following:

a) Provide the supplies/services as described in the Purchase Order;

b) Comply strictly with the timescale for the delivery set out in the Purchase Order or if no delivery date is set, provide the supplies/services within a reasonable period, time being of the essence;

c) Subject to clause 6 below, the Council shall pay to the Supplier/ Contractor the sums at the times set out in the Purchase Order;

5. Acceptance

Acceptance of this Agreement will be deemed to bind the Supplier to these terms and conditions and no supplies/services shall be supplied or performed by the Supplier, their employees, agents or representatives, except in accordance with the same. Unless modifications to these terms and conditions are accepted in writing by the Council, these terms and conditions will prevail. 

6. Terms of Payment

Payment of Invoices will be made within 30 days of the time for payment set out in the Purchase Order, following the receipt of a correct invoice, and upon approval by an Officer of the Council that the supplies/services have been provided to the Council's entire or reasonable satisfaction. The Council shall be entitled to set off against any invoice any amount due from the Supplier/ Contractor under this Agreement or under any other arrangement or agreement. Value Added Tax (VAT), where applicable, must be shown separately on all invoices and conform with the requirements of HM Revenue and Customs.

7. Quality

All supplies/services supplied or carried out shall conform as to quantity, quality and description with the details set out in the Purchase Order and be supplied with reasonable skill and care, be of sound materials and workmanship, be equal in all respects to the samples, patterns, description or specification provided or given by either party and, if the purpose for which they are required is indicated in this Agreement, either expressly or by implication, be fit for that purpose.

8. Supplier's Indemnity and Insurances

To the extent permitted by law, the Supplier will indemnify and keep indemnified the Council against:

a) any or all loss or damage or liability whatsoever and whenever arising caused to the Council, or for which the Council may be liable to third parties including any legal fees or costs incurred;

b) claims in respect of death or injury, howsoever caused, to any of the employees, or those of the agent or sub-contractors, of the Supplier;

c) consequential loss or damage sustained by the Council for which the Council may be liable, as a result of the failure of the Supplier to provide the supplies/services  in accordance with the terms of this Agreement and shall maintain at its own cost appropriate policies of insurance against any and all legal liability of the Supplier.

9. Default and Remedies

The Supplier shall, if the Council so requests and without prejudice to any right to cancel this Agreement, as soon as reasonably practicable, repair or replace all supplies/services which are, or become defective during the period of 12 months from putting into service or 18 months from delivery, whichever shall be the shorter, where such defects occur under proper usage and are due to faulty design, seller's erroneous instructions as to use or erroneous use data, or inadequate or faulty materials, goods or workmanship, or any other breach of seller's warranties, expressed or implied. Repairs and replacements shall themselves be subject to the foregoing obligations for a period of 12 months from the date of delivery, reinstallation or passing of tests (if any) whichever is appropriate after repair or replacement. Nothing in this clause shall affect the Supplier's liability in damages for breach of any express or implied term of this Agreement.

10. Assignment and Sub-Contracting

The Supplier shall be prohibited from transferring, assigning or sub-letting, directly or indirectly, to any person(s) or organisation whatever, the whole or any portion of this Agreement without the written permission of the Council.

11. Prevention of Corruption

11.1 The Council may terminate this Agreement and recover all its loss if the Supplier, its employees or anyone acting on the Supplier's behalf do any of the following things:

a) offers, gives or agrees to give to anyone any inducement or reward in respect of this or any other Council contract (even if the Supplier does not know what has been done), or

b) commits an offence under either the Bribery Act 2010 as amended, updated or replaced from time to time, or Section 117(2) of the Local Government Act 1972; or 

c) fails to have adequate procedures in place to prevent bribery and/or corruption in respect of its organisation, or 

d) commits any fraud in connection with this or any other Council contract whether alone or in conjunction with Council members, contractors or employee.

11.2 Any clause limiting the Supplier's liability shall not apply to this clause.

12. Council's Right to Defer Payment

The Council reserves the right to defer the date for performance of or payment for the supplies/services supplied if it is prevented from or delayed in carrying out its business by acts, events, omissions or accidents beyond its reasonable control.

13. Data Protection

13.1 The Council and the Supplier acknowledge that for the purposes of the Data Protection Legislation in force at any time, where any Personal Data is provided to the Supplier, such Personal Data must be maintained and processed in accordance with the Data Protection Legislation.  In respect of such Personal Data, the Council is the Controller and the Supplier is the Processor.  The only processing that the Processor is authorised to do is listed in an additional form called a Schedule of Processing, Personal Data and Data Subjects ('the Schedule') which is to be completed in accordance with the Council's GDPR policy before any service/supply can take place.  The Schedule forms part of this Contract and is determined by the Controller.

13.2 The Processor must only process Personal Data in accordance with the written instructions of the Controller (unless required by the law to act without such instructions).

13.3 The Processor must ensure that all employees processing Personal Data are subject to a duty of confidentiality.

13.4 The Processor shall at all times implement and maintain appropriate technical and organisational measures to protect the Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure and will promptly notify the Controller of any breach of these security measures.

13.5 The Processor shall not engage a sub-processor without the prior consent of the Controller and a written contract which confers identical Data Protection obligations upon that sub-processor.

13.6 The Processor must assist the Controller in providing subject access and allowing a data subject to exercise their rights under Data Protection Legislation.

13.7 The Processor must assist the Controller in meeting its GDPR obligations in relation to the security of processing, the notification of Personal Data breaches and data protection impact assessments.

13.8 Upon completion of the supplies/services, the Processor shall immediately securely delete all Personal Data held electronically and securely destroy all hard copy Personal Data and certify to the Controller that this has been done. 

13.9 The Processor must submit to audits and inspections, provide the Controller with whatever information it reasonably requires to ensure that both parties are meeting their obligations under the Data Protection Legislation and advise the Controller immediately if requested by a third party to take any action which is in contravention of Data Protection Legislation.

13.10 The Processor shall fully indemnify the Controller in respect of all losses, liabilities, claims, actions, proceedings, demands, costs charges or expenses arising out of or in connection with any civil claim made in respect of information subject to Data Protection Legislation which claims would not have arisen but for some act, omission or negligence on the part of the Processor, its sub-contractors, employees or agents (or anyone acting on its behalf).

13.11 The Supplier shall not process and/or transfer, or otherwise directly or indirectly disclose, any Personal Data in or to countries outside of the UK.

13.12 Nothing within the Contract relieves the Processor of its own direct responsibilities and liabilities under the Data Protection Legislation.

14. Health and Safety

The Supplier shall perform its obligations under this Agreement in accordance with all applicable laws regarding health and safety.

15. Law and Jurisdiction

The Agreement shall be governed by and construed in accordance with English Law and the Supplier/ Contractor irrevocably submits to the exclusive jurisdiction of the English Courts.

16. Employment Status

The Council reserves the right to determine whether the terms of the engagement are on employed or self-employed terms for tax purposes.  An IR35 check using the HMRC website will be undertaken by the Council to determine whether this is the case.

17. Environmental Engagement

The Supplier acknowledges the Council's commitment to the environment and sustainability and shall engage appropriately with the Council in relation to this topic, including reasonable requests for relevant information relating to the supply of goods, works and services.  The Council may also invite the Supplier to participate in joint climate change and sustainability initiatives to identify opportunities to improve environmental performance and reporting capabilities.