Standard purchase order terms
Definitions and interpretation
1. In this Contract:
“Conditions” means the terms and conditions set out on this page.
"Confidential Information" means all information, whether written or oral (however recorded), provided by the Council to the Supplier and which (a) is known by the Supplier to be confidential; (b) is marked as or stated to be confidential; or (c) ought reasonably to be considered by the Supplier to be confidential.
“Contract” the Contract between the Council and the Supplier for the supply of Goods and/or Services in accordance with these Conditions.
“Controller”, “Processor”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “Data Protection Officer” have the meaning given in the UK GDPR.
“Council” means The North Yorkshire Council of County Hall, Racecourse Lane, Northallerton, DL7 8AD.
“Data Loss Event” means any event that results, or may result, in unauthorised access to Personal Data held by the Processor under this Contract, and/or actual or potential loss and/or destruction of Personal Data in breach of this Contract, including any Personal Data Breach.
“Data Protection Legislation” means (i) all applicable UK law relating to the processing of personal data and privacy, including but not limited to the UK GDPR, and the Data Protection Act 2018 to the extent that it relates to processing of personal data and privacy; and (ii) (to the extent that it may be applicable) the EU GDPR). The UK GDPR and EU GDPR are defined in section 3 of the Data Protection Act 2018.
“Data Subject Request” means a request made by, or on behalf of, a Data Subject in accordance with rights granted pursuant to Data Protection Legislation to access their Personal Data.
“DPA 2018” means Data Protection Act 2018.
“Existing IPR” means any and all intellectual property rights that are owned by or licensed to either Party and which have been developed independently of this Contract (whether prior to the date of this Contract or otherwise).
“Force Majeure Event” means any event, circumstance, matter or cause affecting the performance by either the council or the Supplier of its obligations arising from:
(a) acts, events, omissions, happenings or non-happenings beyond the reasonable control of the Party seeking to claim relief in respect of a Force Majeure Event (the “Affected Party”) which prevent or materially delay the Affected Party from performing its obligations under this Contract;
(b) riots, civil commotion, war or armed conflict, acts of terrorism, nuclear, biological or chemical warfare or contamination;
(c) fire, flood or any disaster; or
(d) an industrial dispute affecting a third party for which a substitute third party is not reasonably available
but excluding:
(a) any industrial dispute relating to the Supplier, the Supplier Staff (including any subsets of them) or any other failure in the Supplier or the Subcontractor's supply chain;
(b) any event, occurrence, circumstance, matter or cause which is attributable to the wilful act, neglect or failure to take reasonable precautions against it by the Party concerned; and (c) any failure or delay caused by a lack of funds, and which is not attributable to any wilful act, neglect or failure to take reasonable preventative action by that Party.
“Goods” means the goods supplied under the Order.
“Law” means any law, subordinate legislation within the meaning of Section 21(1) of the Interpretation Act 1978, bye-law, regulation, order, regulatory policy, mandatory guidance or code of practice, judgement of a relevant court of law, or directives or requirements with which either Party is bound to comply.
“New IPR” means intellectual property rights in any materials created or developed by or on behalf of the Supplier pursuant to the Order but shall not include the Supplier's Existing IPR.
“Order” means the Council’s purchase order for the Goods and/or Services.
“Party” means the Supplier or the Council (as appropriate) and “Parties” shall mean both of them.
“Processor Personnel” means all directors, officers, employees, agents, consultants and contractors of the Processor and/or of any Sub-Processor engaged in the performance of its obligations under this Contract.
“Protective Measures” means appropriate technical and organisational measures designed to ensure compliance with obligations of the Parties arising under Data Protection Legislation and this Contract, which may include: pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the such measures adopted by it.
“Prohibited Act” means the Supplier or any Staff:
- directly or indirectly offering, promising or giving any person working for or engaged by the council a financial or other advantage to induce that person to perform improperly a relevant function or activity or reward that person for improper performance of a relevant function activity
- directly or indirectly requesting, agreeing to receive or accepting any financial or other advantage as an inducement or a reward for improper performance of a relevant function or activity in connection with this Contract
- committing any offence: under the Bribery Act 2010; under legislation creating offences concerning fraudulent acts; at common law concerning fraudulent acts relating to this Contract or any other contract with the Council; or
- defrauding, attempting to defraud or conspiring to defraud the Council
“Services” means the services supplied under the Order.
“Specification” any specification for the Goods and/or Services, including any related plans and drawings, that is agreed by the Council and the Supplier.
“Sub-processor” means any third party appointed to process Personal Data on behalf of that Processor related to this Contract.
“Supplier” means the supplier of the Goods and/or Services.
“Staff” means all directors, officers, employees, agents, consultants and contractors of the Supplier and/or of any sub-contractor of the Supplier engaged in the performance of the Supplier’s obligations under this Contract.
“UK GDPR” means the UK General Data Protection Regulation.
“Working Day” means a day (other than a Saturday or Sunday) on which banks are open for business in the City of London.
2. Subject to clause 3 below, these Conditions apply to all Orders for the purchase of Goods and/or Services by the Council from the Supplier. All other terms and conditions are excluded including any terms and conditions which the Supplier may attempt to apply under any sales offer or other documents. Delivery of Goods and/or performance of the Services by the Supplier to the council shall be deemed to be conclusive evidence of the Supplier’s acceptance of these Conditions.
3. If the Supplier has entered into a separate agreement (“Agreement”) with the Council in relation to the purchase of Goods and/or Services at the Council’s request, then in the event of any conflict or inconsistency between these Conditions and the Agreement, the Agreement shall prevail.
4. No variation of this Contract shall be effective unless agreed in writing between the Council and the Supplier.
5. English law applies to this Contract and the courts of England and Wales shall have exclusive jurisdiction.
6. The Contract does not create a partnership, joint venture or employment relationship. The Supplier must represent themselves accordingly and ensure others do so.
7. A person who is not a party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Contract.
8. Goods
8.1 The Supplier shall supply Goods of the type, quality and quantity specified in the Order and Specification. The Goods supplied must correspond with their description, and where relevant must comply with samples previously approved by the Council.
8.2 The Supplier shall deliver the Goods at the Supplier’s risk on the date(s) and to the location(s) specified in the Order or as directed by the Council. The Supplier shall be responsible for the off-loading and stacking of Goods on delivery. Goods must be delivered during the Council’s normal business hours unless otherwise specified in the Order.
8.3 Property and risk in the Goods shall pass to the Council on delivery except where payment has already been made, when property in the Goods shall pass on payment but risk shall remain with the Supplier until delivery.
8.4 The Supplier shall provide a delivery note quoting the order number and giving details of the Goods delivered. The Council’s order number must also be quoted on the invoice.
8.5 The Supplier must provide all tools, information and instructions the Council needs to make use of the Goods.
8.6 Supplier must at its own cost repair, replace, refund or substitute (at the Council's option and request) any Goods that the Council rejects because they don't conform with this clause 8. If the Supplier doesn't do this it will pay the Council's costs including repair or re-supply by a third party.
8.7 The Supplier warrants to the Council that it has full and unrestricted ownership of the Goods at the time of transfer of ownership, that the Goods will be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by the Council; the Goods will be free from defects in design, material and workmanship; the Goods will comply with all statutory requirements and regulations relating to the sale of goods.
8.8 If the Supplier does not deliver the Goods within the time specified in the Order the Council may cancel the order, reject the goods and claim damages. Time shall be of the essence where a time or date for delivery is specified in the Order.
8.9 The Council shall not be liable for any damage to or deterioration of any rejected Goods whilst in its possession.
8.10 The Supplier must comply with every relevant legal requirement (including EU and UK standards) relating to the manufacture, packaging and delivery of the Goods.
8.11 The Supplier will notify the Council of any request that Goods are returned to it or the manufacturer after the discovery of safety issues or defects that might endanger health or hinder performance and shall indemnify the Council against the costs arising as a result of any such request.
8.12 The Council’s rights in this Contract supplement any warranty or guarantee offered by the Supplier. The Council will have the right to require the Supplier to remedy defects in the Goods (by repair or replacement) if within six months of delivery, the Goods become defective because of poor design or workmanship, use of faulty materials or other relevant reason.
8.13 The Council can cancel any order or part order of Goods which has not been delivered. If the Council gives less than 14 days' notice then it will pay the Supplier's reasonable and proven costs already incurred on the cancelled order as long as the Supplier takes all reasonable endeavours to minimise these costs.
8.14 The Council will not be liable for any actions, claims, costs and expenses incurred by the Supplier or any third party during delivery of the Goods unless and to the extent that it is caused by negligence or other wrongful act of the Council or its servant or agent. If the Council suffers or incurs any damage or injury (whether fatal or otherwise) occurring in the course of delivery or installation then the Supplier shall indemnify the Council from any losses, charges, costs or expenses which arise as a result of or in connection with such damage or injury where it is attributable to any act or omission of the Supplier or any of its subcontractors or Staff.
9. Services
9.1 The Supplier shall provide the Services in accordance with the Order and Specification. Late delivery of the Services will be a default of the Contract.
9.2 The Services shall be provided to such standards, at such times and in such a manner as the Council may direct and with all the skill, care and diligence to be expected of a competent provider of services of a similar kind to the Service.
9.3 The Supplier must ensure all Services, and anything used to deliver the Services, are of good quality and free from defects.
9.4 The Supplier shall at all times make available sufficient personnel and all other resources as are required for the successful and timely completion of the Services.
9.5 The Services shall at all times be provided by appropriately supervised, experienced, qualified, trained and competent personnel.
9.6 The Supplier must take all reasonable care to ensure performance does not disrupt the Council's operations, employees or other contractors.
9.7 The Council shall provide the Supplier with reasonable access at reasonable times to the Council's premises for the purpose of providing the Services and provide such necessary information for the provision of the Services as the Supplier may reasonably request. The Council shall have the right to decide whether any person is to be admitted to or is to be removed from the Council’s premises or is not to become involved in or is to be removed from involvement in the performance of the Services.
9.8 On completion of the Services, the Supplier is responsible for leaving the Council's premises in a clean, safe and tidy condition and making good any damage that it has caused to the Council's premises or property, other than fair wear and tear.
9.9 The Supplier shall carry out all necessary checks with the Disclosure and Barring Service on all Staff employed or (if any) volunteers engaged to provide or supervise the provision of the Service if this is a statutory requirement.
9.10 The Supplier shall obtain and at all times maintain all licences and consents which may be required for the provision of the Services.
10. Payment
10.1 Where a price is specified in the Order the price charged must not exceed it. VAT is excluded from the price and the Council shall pay additional amounts in respect of VAT where a valid VAT invoice is provided. There shall be no charges for carriage and packaging except where the Council specifically agrees to pay such charges in the Order. The Council will not be liable to pay for any additional costs that have not been agreed in the Order.
10.2 The Supplier shall invoice the Council as specified in the Order. Each invoice shall include such supporting information required by the Council to verify the accuracy of the invoice, including the name of the invoicing party, the charges requested, relevant order number and a breakdown of the Services and/or the Goods supplied.
10.3 Where the Supplier submits an invoice to the Council in accordance with this clause 10, the Council will consider and verify that invoice without undue delay and notify the Supplier promptly if it disputes the invoice or does not consider it to be valid. For the purpose of this clause 10 an invoice is valid if it is an electronic invoice in the form required by clause 10.5 or where it contains the information required under clause 10.2.
10.4 Where the invoice is valid and to the extent that it is not disputed the Council will pay the Supplier any charges due under the invoice within 30 days of receipt of the invoice by the Council or, if later the due date as stated on the invoice. An invoice from the Supplier shall be regarded by the Council as not disputed for the purpose of this clause where the Council fails to verify it without undue delay.
10.5 The Council shall accept and process an electronic invoice submitted by the Supplier, where it complies with the standard on electronic invoicing approved and issued by the British Standards Institution from time to time and is undisputed.
10.6 Where the Supplier enters into a Sub-Contract, the Supplier shall include in that Sub-Contract:
(a) provisions having the same effect as clauses 10.3 to 10.4 of this Contract; and
(b) a provision requiring the counterparty to that Sub-Contract to include in any Sub-Contract which it awards provisions having the same effect as clauses 10.3 to 10.4 of this Contract.
(c) in this clause 10.6, "Sub-Contract" means a contract between two or more suppliers, at any stage of remoteness from the Council in a subcontracting chain, made wholly or substantially for the purpose of performing (or contributing to the performance of) the whole or any part of this Contract.
10.7 The Council may set off against the price any amount due from the Supplier under this or any other Contract.
10.8 The Council reserves the right to vary its invoicing policy at any time. Any expenses of the Supplier involved in the submission of electronic invoices shall be met by the Supplier.
10.9 Except where otherwise agreed by the Council, the invoice will be paid by BACS and the remittance advice sent by email or fax. The Supplier shall provide details of its bank account and email address to the Council no later than the time of submitting the invoice relating to this Contract.
11. Liability
11.1 Subject to clauses 11.2, 11.3, 11.4 and 11.5 and 11.7, the Supplier’s total aggregate liability under or in connection with the Contract (whether in tort, contract or otherwise) is no more than £500,000.
11.2 Notwithstanding clause 11.1, where any loss or damage arises from a risk which the Supplier is required to insure under this Contract, the Supplier’s total aggregate liability in respect of such loss or damage shall be the minimum level of insurance cover required to be maintained by the Supplier for that risk under this Contract.
11.3 Nothing in this Contract shall be construed to limit or exclude either Party's liability for death or personal injury caused by its negligence or that of its Staff, fraud or fraudulent misrepresentation by it or that of its Staff or any other matter which, by law, may not be excluded or limited.
11.4 No Party is liable to the other for any indirect losses and/or loss of profits, turnover, savings, business opportunities or damage to goodwill (in each case whether direct or indirect).
11.5 The Supplier’s liability under clauses 12, 15.4, 18, 20 shall be unlimited.
11.6 Subject to clause 11.2, 11.3, 11.6 the aggregate liability of the Council under this Contract, in addition to its obligation to pay the Charges as and when they fall due for payment is no more than 20% of the Charges paid or payable to the Supplier.
11.7 Neither the Supplier nor the Council may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
12. Tax
12.1 The Supplier indemnifies the Council against any loss caused by non- payment by the Supplier of any tax or National Insurance.
13. Insurance
13.1 The Supplier shall maintain satisfactory insurance cover with a reputable insurer in respect of all liabilities, both statutory and contractual, arising from the Contract. As a minimum the Supplier shall maintain employers liability insurance to cover liabilities under this Contract for at least five million pounds (£5,000,000) in respect of each and every claim, act or occurrence or series of claims, acts or occurrences, public liability insurance to cover liabilities under this Contract for death, injury and/or third party damage for the sum of five million pounds (£5,000,000) in respect of each and every claim, act or occurrence or series of claims, acts or occurrences which complies with statutory requirements, where appropriate, product liability insurance to cover liabilities under this Contract for at least five million pounds (£5,000,000) in respect of each and every claim, act or occurrence or series of claims, acts or occurrences, where appropriate, cyber insurance to cover liabilities under this Contract for at least one million pounds (£1,000,000) in respect of each and every claim, act or occurrence or series of claims, acts or occurrences and, where appropriate, Professional Indemnity Insurance which is sufficient to cover its liabilities under this Contract but which in any event is a minimum sum of one million pounds £1,000,000.
13.2 The Supplier shall produce evidence of such insurance and payment of the current premium to the Council on request.
14. Termination
14.1 Without affecting any other right or remedy available to the Council, the Council has the right to terminate the Contract at any time without reason or liability by giving the Supplier not less than 30 days' written notice.
14.2 The Council may terminate this Contract immediately if the Supplier becomes insolvent, if an order is made or a resolution is passed for the winding up of the Supplier (other than voluntarily for the purpose of solvent amalgamation or reconstruction), if an administrator or administrative receiver is appointed in respect of the whole or any part of the Supplier’s assets or business, if the Supplier makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt in any jurisdiction, if the Supplier embarrasses or brings the Council into disrepute or diminishes the public trust in them, if the Supplier undergoes a change of control within the meaning of section 450 of the Corporation Tax Act 2012, if the Supplier fails to comply with legal obligations in the fields of environmental, social or labour law, if the Supplier commits any Prohibited Act, or if the Supplier commits a material breach of this Contract where the breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 10 days after being notified to do so. The Council may also terminate this Agreement on the grounds and following the procedures set out in section 78 of the Procurement Act 2023.
14.3 Upon termination or expiry of this Contract, the Supplier shall give all reasonable assistance to the Council and any incoming supplier of the Services and/or the Goods and return all requested documents, information and data to the Council as soon as reasonably practicable.
14.4 Termination or expiry of the Contract shall be without prejudice to the rights of either Party accrued prior to termination or expiry and shall not affect the continuing rights of the Parties under clauses 5, 11, 12, 14, 15, 16, 18, 19.3, 20 and 21 or any other provision of the Contract that either expressly or by implication has effect after termination.
15. Intellectual Property
15.1 All intellectual property rights in any materials provided by the Council to the Supplier for the purposes of this Contract shall remain the property of the Council but the Council hereby grants the Supplier a royalty-free, non-exclusive and non-transferable licence to use such materials as required until termination or expiry of this Contract for the sole purpose of enabling the Supplier to perform its obligations under this Contract.
15.2 The Supplier hereby grants the Council a non-exclusive, perpetual, royalty-free, irrevocable, transferable, sub-licensable worldwide licence to use, copy and adapt the Supplier's Existing IPR to enable the Council and its sub-licensees to receive and use the Goods and Services and use the New IPR.
15.3 Any New IPR created under the Contract is owned by the Council.
15.4 The Supplier shall fully indemnify the Council against any expenses arising from any alleged or actual infringement of any proprietary right including but (not limited to) patents, trademarks, copyrights, intellectual or any of the rights arising from this Contract.
16. Confidentiality
16.1 The Supplier must keep all Confidential Information it receives confidential and secure, not disclose, use or exploit the Council’s Confidential Information without the Councils prior written consent, except for the purposes anticipated under the Contract or as required by Law and immediately notify the Council if it suspects unauthorised access, copying, use or disclosure of the Confidential Information.
16.2 The Supplier must not make any press announcement or publicise the Contract or any part of it in any way, without the prior written consent of the Council and must take all reasonable endeavours to ensure that Supplier Staff do not either.
17. Assignment and Sub-contracting
The Supplier shall not assign or sub-contract the Contract (in whole or in part) without the Council’s agreement but no consent is necessary for sub-contracting the delivery of the Goods. The Council may assign the Contract without the Supplier’s agreement provided that such assignment shall not increase the Supplier’s obligations under the Contract. This includes any such assignment, novation or disposal of rights and obligation to any legal entity with which the Council merges or which is a successor body of the Council by reason of statutory or voluntary reorganisation.
18. Data Protection
18.1 The Parties acknowledge that for the purposes of Data Protection Legislation, the Council is the Controller and the Supplier is the Processor. The term “processing” and any associated terms are to be read in accordance with Article 4 of the UK GDPR.
18.2 The Processor shall notify the Controller immediately if it considers that any of the Controller's instructions infringe Data Protection Legislation.
18.3 The Processor shall, in relation to any Personal Data processed in connection with its obligations under this Contract process that Personal Data only in accordance with the written instructions of the Controller, unless the Processor is required to do otherwise by Law. If it is so required the Processor shall promptly notify the Controller before processing the Personal Data unless prohibited by Law.
18.4 The Processor shall ensure that it has in place Protective Measures, which are appropriate to protect against a Data Loss Event. Protective Measures must take account of the: (i) nature of the data to be protected; (ii) harm that might result from a Data Loss Event; (iii) state of technological development; and (iv) cost of implementing any measures.
18.5 The Processor shall ensure that the Processor Personnel do not process Personal Data except in accordance with this Contract.
18.6 The Processor shall take all reasonable steps to ensure the reliability and integrity of any Processor Personnel who have access to the Personal Data and ensure that they: (a) are aware of and comply with the Processor’s duties under this clause; (b) are subject to appropriate confidentiality undertakings with the Processor or any Sub-processor; (c) are informed of the confidential nature of the Personal Data and do not publish, disclose or divulge any of the Personal Data to any third Party unless directed in writing to do so by the Controller or as otherwise permitted by this Contract; and (d) have undergone adequate training in the use, care, protection and handling of Personal Data.
18.7 The Processor shall not transfer Personal Data outside of the UK unless the prior written consent of the Controller has been obtained.
18.8 The Processor shall at the written direction of the Controller, delete or return Personal Data (and any copies of it) to the Controller on termination of the Contract unless the Processor is required by Law to retain the Personal Data.
18.9 The Processor shall notify the Controller immediately if it: (a) receives a Data Subject Request (or purported Data Subject Request); (b) receives a request to rectify, block or erase any Personal Data; (c) receives any other request, complaint or communication relating to either Party's obligations under Data Protection Legislation; (d) receives any communication from the Information Commissioner or any other regulatory authority in connection with Personal Data processed under this Contract; (e) receives a request from any third party for disclosure of Personal Data where compliance with such request is required or purported to be required by Law; or (f) becomes aware of a Data Loss Event.
18.10 Taking into account the nature of the processing, the Processor shall provide the Controller with full assistance in relation to either Party's obligations under Data Protection Legislation and any complaint, communication or request made under clause including but not limited to promptly providing: (a) the Controller with full details and copies of the complaint, communication or request; (b) such assistance as is reasonably requested by the Controller to enable the Controller to comply with a Data Subject Request within the relevant timescales set out in Data Protection Legislation; (c) the Controller, at its request, with any Personal Data it holds in relation to a Data Subject; (d) assistance as requested by the Controller following any Data Loss Event; (e) assistance as requested by the Controller with respect to any request from the Information Commissioner’s Office, or any consultation by the Controller with the Information Commissioner's Office.
18.11 The Processor shall maintain complete and accurate records and information to demonstrate its compliance with this clause. This requirement does not apply where the Processor employs fewer than 250 staff, unless: (a) the Controller determines that the processing is not occasional; (b) the Controller determines the processing includes special categories of data as referred to in Article 9(1) of the UK GDPR or Personal Data relating to criminal convictions and offences referred to in Article 10 of the UK GDPR; or (c) the Controller determines that the processing is likely to result in a risk to the rights and freedoms of Data Subjects.
18.12 The Processor shall allow for audits of its Data Processing activity by the Controller or the Controller’s designated auditor.
18.13 Before allowing any Sub-processor to process any Personal Data related to this Contract, the Processor must: (a) notify the Controller in writing of the intended Sub-processor and processing; (b) obtain the written consent of the Controller; (c) enter into a written agreement with the Sub-processor which give effect to the terms set out in this clause 18.13 such that they apply to the Sub-processor; and (d) provide the Controller with such information regarding the Sub-processor as the Controller may reasonably require.
18.14 The Processor shall remain fully liable for all acts or omissions of any of its Sub-processors.
19. Statutory Requirements
19.1 The Supplier shall comply with all applicable equality law (whether in relation to race, sex, gender reassignment, age, disability, sexual orientation, religion or belief, pregnancy, maternity or otherwise). The Supplier shall adhere to the Council’s Equality Diversity and Inclusion Policy at all times when working with the Council.
19.2 The Suppler shall at all times comply with the provisions of the Human Rights Act 1998 in the performance of this Contract. The Supplier shall also undertake, or refrain from undertaking, such acts as the Council requests so as to enable the Council to comply with its obligations under the Human Rights Act 1998.
19.3 The Council is under a statutory duty which may require the release of information under the Freedom of Information Act 2000 (“FOIA”) and or the Environmental Information Regulations 2004 (“EIR”). Such information may include matters relating to or arising out of or under this Contract. The Council shall be entitled to disclose such information in the event that it receives a request to do so and the Supplier shall assist and cooperate with the Council (at the Supplier’s expense) to enable the Council to comply with any information disclosure requirements. The Council will not usually disclose information which is subject to an exemption under the FOIA or the EIR however the Supplier acknowledges that the final decision whether to disclose such information will rest with the Council and not with the Supplier. Nothing contained in this Contract or any documents or negotiations relating to this Contract shall prevent the Council from disclosing any information which (in the Council’s reasonable opinion or in accordance with any recommendation, notice or decision of a competent authority) it is required to disclose under the FOIA or the EIR. The Supplier shall indemnify the Council against all claims, demands, actions, costs, proceedings and liabilities that the Council directly incurs due to the Supplier’s or any sub-contractor's breach of this clause 19.3 or any part of it.
19.4 The Supplier shall (and shall procure that the Supplier's personnel shall) perform its obligations under this Contract (including those in relation to the Services and Goods) in accordance with all applicable Law regarding health and safety, the Council’s Health and Safety Policy whilst at the Council's Premises; and any health and safety measures implemented by the Council in relation to the Council's premises.
19.5 Each Party shall notify the other as soon as practicable of any health and safety incidents or material health and safety hazards at the Council's premises of which it becomes aware and which relate to or arise in connection with the performance of this Contract. The Supplier shall instruct the Supplier's personnel to adopt any necessary associated safety measures in order to manage any such material health and safety hazards.
20. Prevention of Fraud and Corruption
20.1 The Supplier shall not, and shall procure that any Staff shall not, commit any Prohibited Act.
20.2 The Supplier shall not offer, give, or agree to give anything, to any person an inducement or reward for doing, refraining from doing, or for having done or refrained from doing, any act in relation to the obtaining or execution of this Contract or for showing or refraining from showing favour or disfavour to any person in relation to this Contract.
20.3 The Supplier shall take all reasonable steps, in accordance with good industry practice, to prevent fraud by the Supplier and the Supplier’s Staff (including its shareholders, members and directors) in connection with this Contract and shall notify the Council immediately if it has reason to suspect that any fraud has occurred or is occurring or is likely to occur.
20.4 The Supplier warrants, represents and undertakes that it is not aware of any financial or other advantage being given to any person working for or engaged by the Council (or that an agreement has been reached to that effect) in connection with the execution of this Contract, excluding any arrangement of which full details have been disclosed in writing to the Council before execution of this Contract.
21. Audit
The Supplier shall keep and maintain until six years after the Contract has been completed, or as long a period as may be agreed between the parties, full and accurate records of the Contract including the Services and Goods provided under it and all payments made by the Council. The Supplier shall on request afford the Council or the Council’s representatives such access to those records as may be required in connection with this Contract.
22. Force Majeure
22.1 Any Party affected by a Force Majeure Event is excused from performing its obligations under the Contract while the inability to perform continues, if it provides written notice to the other Party; and uses all reasonable measures practical to reduce the impact of the Force Majeure Event.
22.2 Either Party can partially or fully terminate the Contract if the provision of the Goods and/or Services is materially affected by a Force Majeure Event which lasts for 90 days continuously.
23. Notices
23.1 Any notice to be given under this Contract shall be in writing and may be served by personal delivery, first class recorded delivery or email to the address of the relevant party as set out in the Order or such other address as that party may from time to time notify to the other party in accordance with this clause.
23.2 Notices served as above shall be deemed served on the Working Day of delivery provided delivery is before 5pm on a Working Day. Otherwise delivery shall be deemed to occur on the next Working Day.
23.3 This clause 23 does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
