Supplementary terms and conditions

These Supplementary Terms and Conditions should be read in conjunction with the Council’s Purchase Order conditions and other details.

1. Interpretation

The following definitions and rules of interpretation apply to these Conditions.

1.1 Definitions

• Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
• Commencement Date: has the meaning given in Condition 2.
• Conditions: these terms and conditions being supplementary to the Purchase Order
• Confidential Information: has the meaning given in Condition 12.
• Contract: the contractual arrangements comprising the Purchase Order and its acceptance by the Supplier, and these Conditions and, where the context admits, references to the Contract shall include these Conditions and vice versa.
• Control: the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be construed accordingly.
• Council: Horsham District Council of Parkside, Chart Way, Horsham, West Sussex RH12 1RL.
• Council Equipment: Any equipment which the Supplier accesses from the Council in the course of providing the goods, services and/or works.
• Council Materials: Any documents, data, databases, information howsoever stored, audio and/or graphic material belonging to the Council or which the Supplier accesses from the Council either in writing, orally, electronically or by any other means in the course of providing the goods, services and/or works in accordance with the Purchase Order.
• Council Network: The Council’s network of information technology equipment, software, computers including the Public Sector Network (PSN).
• Day: a period of 24 consecutive hours.
• Force Majeure Event: has the meaning given in Condition 10.
• Group: in relation to a company, that company, any subsidiary or holding company from time to time of that company, and any subsidiary from time to time of a holding company of that company.
• Holding company: has the meaning given in Condition 1.5
• Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
• Month: a calendar month.
• Normal Business Hours: Monday to Friday – 9.00am to 5.00pm excluding Bank Holidays in England.
• Purchase Order: means the purchase order its conditions and other details issued by the Council to the Supplier.
• Subsidiary: has the meaning given in Condition 1.5
• Supplies: the supply of goods, services or works (as the case may be) specified on the Purchase Order to which these Conditions shall apply.
• Supplier: the individual, firm, company or other legal personality to whom the Purchase Order is addressed.
• VAT: value added tax chargeable under the Value Added Tax Act 1994.
• Week: any period of seven (7) consecutive days.

1.2 Clause headings shall not affect the interpretation of these Conditions.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5 A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006. In the case of a limited liability partnership which is a subsidiary of a company or another limited liability partnership, section 1159 of the Companies Act 2006 shall be amended so that: (a) references in sections 1159(1)(a) and (c) to voting rights are to the members' rights to vote on all or substantially all matters which are decided by a vote of the members of the limited liability partnership; and (b) the reference in section 1159(1)(b) to the right to appoint or remove a majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights.

1.6 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.8 These Conditions shall be binding on, and endure to the benefit of, the parties to these Conditions and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.

1.9 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.10 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.11 A reference to writing or written includes fax and email.

1.12 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.13 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Commencement

These Conditions shall apply from the date when the Purchase Order has been accepted by the Supplier (Commencement Date) creating the Contract.

3. Duration

These Conditions shall continue to apply from the Commencement Date until the expiry of the Contract.

4. Service standard

4.1 The Supplier shall provide the Supplies to the Council and perform its obligations under the Contract with all due skill, care and diligence in accordance with good industry practice, all relevant professional and technical standards.

4.2 The Supplier will use its best endeavours to ensure that all staff engaged in providing the Supplies are appropriately experienced, qualified and trained to provide the Supplies and comply with the Contract.

5. Access to Council materials, Council equipment and Council network

5.1 Where the Supplier is given permission to access the Council Materials (via the Council Network or otherwise) and/or Council Equipment:-

5.1.1 The Council may remove that access at any time, in which case the Supplier shall fully co-operate with the Council in relation to any steps which need to be taken to do this; and

5.1.2 The Council may monitor the manner in which the Supplier:

• 5.1.2.1 Accesses the Council Network and Council Materials; and
• 5.1.2.2 Makes use of the Council Equipment.

5.1.3 The Supplier agrees to:-

• 5.1.3.1 Only use the Council Equipment, Council Network and Council Materials for the purpose of fulfilling the Supplier’s obligations under the Contract; and
• 5.1.3.2 Only hold and/or store Council Materials in electronic format on a device that has been approved by the Council and only for so long as it is essential for the performance of the Supplier’s obligations under the Contract;
• 5.1.3.3 Delete the Council Materials from any medium in which they are stored, or where requested by the Council, return to the Council, all Council Materials as soon as it is no longer essential for the Supplier to hold or store them;
• 5.1.3.4 Notify the Council once the Supplier has carried out its obligation under Condition 5.1.3.3; and
• 5.1.3.5 Comply with any statutory requirements notified to the Supplier by the Council from time to time in relation to the Council Equipment, Council Network and Council Materials.

5.2 Where the Supplier is given permission to access the Council Network, the Supplier shall:

• 5.2.1 Comply with any requirements relating to virus protection notified to the Supplier by the Council from time to time;
• 5.2.2 Comply with all information security policies of the Council relating to that access and use of the Council Network (which may be amended by the Council from time to time);
• 5.2.3 Co-operate with the Council’s Information Computer Technology (ICT) Department in relation to all matters relating to the Supplier’s access;
• 5.2.4 Only access the Council Network using equipment authorised in advance by the Council; and
• 5.2.5 Only access the Council Network during Normal Business Hours unless otherwise agreed in advance by the Council.

5.3 Where the Supplier is given permission to access to the PSN, the Supplier shall ensure that all Supplier personnel (including any agency staff or subcontractors) who shall have access to the PSN to fulfil the Supplier’s obligations under the Contract shall have security clearance in accordance with Her Majesty’s Government’s Baseline Personnel Security Standard (BPSS).

5.4 Where the Supplier is granted access to the Council Network for the purposes of providing support, the Supplier’s network and host devices must be trusted devices and fully patched.

5.5 All Council Equipment shall remain the property of the Council at all times. Upon the termination or expiry of the Contract, all Council Equipment must be returned by the Supplier to the Council.

6. Charges

The Council shall consider and verify invoices for the Supplies in a timely fashion and payment shall be made no later than thirty (30) days after receipt of the invoice the Council having determined that any such invoices are valid and undisputed, and where it fails to do so invoices will be regarded as valid and undisputed after a reasonable time has passed. The Supplier shall ensure that any contracts with sub-contractors contain provisions having the same effect as this condition and require such provisions in any sub-contracts that it may award.

7. Indemnity

7.1 The Supplier shall indemnify the Council against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Council arising out of or in connection with:

• 7.1.1 any breach of any warranty contained in these Conditions;
• 7.1.2 the Supplier’s breach or negligent performance or nonperformance of the Contract;
• 7.1.3 the enforcement of these Conditions;
• 7.1.4 any claim made against the Council for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the provision of the Supplies;
• 7.1.5 any claim made against the Council by a third party arising out of or in connection with the provision of the Supplies, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract including these Conditions by the Supplier its employees, agents or subcontractors;
• 7.1.6 any claim made against the Council by a third party for death, personal injury or damage to property arising out of or in connection with defective Supplies, to the extent that the defect is attributable to the acts or omissions of the Supplier, its employees, agents or subcontractors.

7.2 This indemnity shall not apply to the extent that a claim under it results from the Council's negligence or wilful misconduct.

7.3 If a payment due from the Supplier under this condition is subject to tax (whether by way of direct assessment or withholding at its source), the Council shall be entitled to receive from the Supplier such amounts as shall ensure that the net receipt, after tax, to the Council in respect of the payment is the same as it would have been were the payment not subject to tax.

7.4 Nothing in this condition shall restrict or limit the Council's general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity.

7.5 The Supplier shall maintain public liability insurance and employers’ liability insurance each at a minimum level of cover of £10 million and where required, professional indemnity insurance at a minimum level of cover of £6 million to continue in force beyond six years from the expiry of the Contract, and shall provide evidence of such insurances being in force and that the premiums are paid up to date.

7.6 Where the Supplies include works, the Council has ‘works in progress’ insurance cover which also extends to cover existing structures and their contents in the joint names of the Council and Supplier against loss or damage by specified perils.

8. Interest

8.1 If a party fails to make any payment due to the other party under the Contract by the due date for payment, then, without limiting the other party's remedies hereunder, the defaulting party shall pay interest on the overdue amount at the statutory rate in accordance with late payment legislation in particular the Late Payment of Commercial Debts Regulations 2013. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount.

8.2 In relation to payments disputed in good faith, interest under this condition is payable only after the dispute is resolved, on sums found or agreed to be due, from the due date after the dispute is resolved until payment.

9. Set-off

The Council may at any time, without notice to the Supplier, set off any liability of the Supplier to the Council against any liability of the Council to the Supplier, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. Any exercise by the Council of its rights under this Condition shall not limit or affect any other rights or remedies available to it under the Contract, these Conditions or otherwise.

10. Inadequacy of Damages

Without prejudice to any other rights or remedies that the Council may have, the Supplier acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the Contract by the Supplier. Accordingly, the Council shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the Contract.

11. Force Majeure

Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed or, if the parties agree, the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or nonperformance continues for four weeks, the party not affected may terminate the Contract by giving fourteen (14) days' written notice to the affected party.

12. Assignment and other dealings

Neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without the prior written consent of the other party save in the case of a transfer of functions on a local government reorganisation.

13. Confidentiality, freedom of information and data protection

13.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by Condition 13.2.

13.2 Each party may disclose the other party's confidential information:

• 13.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this Condition13; and
• 13.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

13.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

13.4 The Supplier shall provide the Council with sufficient information and assistance in a timely manner to enable the Council to fully and properly comply with requests for information under the Data Protection Act 1998, the Freedom of Information Act 2000 and/or the Environmental Information Regulations 2004.

13.5 The parties acknowledge that, except for any information which is exempt from disclosure in accordance with the provisions of the Freedom of Information Act 2000 (“FOIA”) including any protected from disclosure under the Data Protection Act 1998 (”DPA”), the text of the Purchase Order or these Conditions is not Confidential Information. The Council shall be responsible for determining the extent and nature of any such exemption in its absolute discretion in accordance with the provisions of the FOIA. Notwithstanding any other term of the Contract, the Supplier gives its consent for the Council to publish the Contract in their entirety, including from time to time agreed changes, to the general public in whatever form the Council decides.

13.6 The parties shall comply with their respective obligations under the DPA and the Supplier shall keep any Personal Data and Sensitive Personal Data (as defined in the DPA) (Council Data) provided by the Council secure and shall deal with it only in accordance with instructions issued by the Council from time to time.

13.7 Personal Data may be provided to bodies responsible for auditing, administering public funds or where undertaking a public function for the purposes of preventing and detecting fraud. For more details, please see the more detailed (Level 2) Fair Processing Notice

13.8 Where the Council provides the Supplier with copies of Council Data to enable the Supplier to fulfil its obligations under the Contract, the Supplier agrees that:

• 13.8.1 The Council retains ownership of Council Data; and
• 13.8.2 For the purposes of the Contract, the Supplier is a Data Processor for the Council.

13.9 The Suppler shall and shall procure that any employees, contractors or sub-contractors that may process Council Data shall:

• 13.9.1 Process Council Data solely for the purpose of fulfilling the Supplier’s obligations under the Contract and for no other purpose and shall not store, copy, disclose, or use Council Data except as necessary for the performance of its obligations under the Contract;
• 13.9.2 Take reasonable steps to ensure the reliability of those of its employees or sub-contractors who may have access to the Council Data and use all reasonable endeavours to ensure that such persons have sufficient skills and training in the handling of Personal Data;
• 13.9.3 Not disclose Council Data to any third party in any circumstances other than with the written consent of the Council;
• 13.9.4 Co-operate with the Council to enable it to monitor compliance with the obligations set out in these Conditions;
• 13.9.5 Implement appropriate technical and organisational measures to protect the Council Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure. These measures shall be appropriate to the harm which might result from any unauthorised or unlawful processing, accidental loss, destruction or damage to the Council Data and having regard to the nature of the Personal Data and Sensitive Personal Data which is to be protected; and
• 13.9.6 Not cause or permit Council Data to be transferred outside the European Economic Area.

13.10 The Supplier shall take responsibility for preserving the integrity of Council Data and preventing the corruption or loss of Council Data.

13.11 The Supplier shall promptly notify the Council of any breach of the security measures required to be put in place pursuant to Condition 13.10.

14. Termination

14.1 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

• (a) the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than thirty (30) days after being notified in writing to make such payment;
• (b) the other party commits a material breach of any of these Conditions or other terms of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty days after being notified in writing to do so;
• (c) the other party repeatedly breaches any of these Conditions or other terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the Contract;
• (d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of Section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
• (e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
• (f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
• (g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);
• (h) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
• (i) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
• (j) the other party (being an individual) is the subject of a bankruptcy petition or order; (k) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
• (l) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Condition 5.1(d) to Condition 5.1(k) (inclusive);
• (m) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
• (n) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation; or
• (o) there is a change of control of the other party; or
• (p) any warranty given by the other party in these Conditions is found to be untrue or misleading.

14.2 For the purposes of Condition 5.1(b), material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from: 14.2.1 a substantial portion of these Conditions or other terms of the Contract; or 14.2.2 any of the obligations set out in them, over the duration of the Contract. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.

14.3 Without affecting any other right or remedy available to it, the Council may terminate the Contract on giving not less than one month’s written notice to the Supplier.

15. Anti-bribery and anti-corruption

15.1 The Supplier shall, and shall procure that any person associated with it who is providing the Supplies shall:

• 15.1.1 comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010;
• 15.1.2 not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK or which is contrary to section 117 of the Local Government Act;
• 15.1.3 not offer or give, directly or indirectly, any gift or consideration of any kind to any person as an inducement to do or forbear from doing anything, or as a reward for doing or forbearing from doing anything.

15.2 The Council may terminate the Contract by written notice with immediate effect if the Supplier, or any person associated with it who is providing the Supplies (in all cases whether or not acting with the Supplier’s knowledge) breaches this condition and recover from the Contractor all losses arising therefrom.

16. Consequences of termination

16.1 Any provision of these Conditions or other terms of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

16.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of these Conditions which existed at or before the date of termination or expiry.

17. Announcements

The Supplier shall not use, publish or make, or permit any person to use, publish or make, any publication or public announcement concerning the Contract or its subject matter without the prior written consent of the Council (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

18. Conflict

If there is an inconsistency between any of the provisions of these Conditions and the conditions of the Purchase Order, the provisions of these Conditions shall prevail save for operational details such as specific requirements and pricing as may be set out in the Purchase Order.

19. Variation

No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

20. Waiver

No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

21. Rights and remedies

The rights and remedies provided under the Contract are in addition to, and not exclusive of, any rights or remedies provided by law.

22. Severence

22.1 If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or partprovision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Condition shall not affect the validity and enforceability of the rest of these Conditions.

22.2 If any provision or part-provision of these Conditions is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

23. Joint and several liability

23.1 Unless expressly provided otherwise, the Supplier if more than one person (Co-obligors) shall be jointly and severally liable for their obligations under the Contract.

23.2 The Council may take action against, or release or compromise the liability of, a Co-obligor, without affecting the liability of any other Coobligor.

24. Language

24.1 The Contract is drafted in the English language. If the Contract is translated into any other language, the English language version shall prevail.

24.2 Any notice given under or in connection with these Conditions shall be in the English language.

25. No partnership or agency

25.1 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

25.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

26. Further assistance

Each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, execute and deliver such documents and perform such acts as may be required for the purpose of giving full effect to the Contract.

27. Time of the essence

Time of delivery or performance of the Supplies shall be of the essence as may be specified in the Purchase Order or as the Council may otherwise require. In the case of goods, a delivery note correctly addressed is required and they shall be delivered at the Supplier’s cost and remain at the Supplier’s risk until delivery and acceptance.

28. Notices

28.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:

• 28.1.1 delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
• 28.1.2 sent by fax to its main fax number.

28.2 Any notice or communication shall be deemed to have been received:

• 28.2.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
• 28.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
• 28.2.3 if sent by fax, at 9.00 am on the next Business Day after transmission.

28.3 This condition does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

29. Third party rights

29.1 Except as expressly provided elsewhere in the Contract, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Conditions or other terms of the Contract. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

29.2 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under the Contract are not subject to the consent of any other person.

30. Legislation, equality and staff

30.1 The Supplier in providing the Supplies and in relation to any person shall comply with all current legislation, codes, policies and other enactments relevant to the provision of the Supplies including (where relevant) legislation relating to health and safety at work and the sale and supply of goods and services, and with equality and discrimination legislation to the standard of the Council’s public sector equality duty under the Equality Act 2010 which include advancing equality of opportunity and eliminating unlawful discrimination on the grounds of sex, race, disability, religion or belief, sexual orientation and age and where relevant the protection of human rights.

30.2 The Supplier shall assist the Council in complying with the Local Government Transparency Code 2015 and the Council’s own sustainability code.

30.3 The Supplier in relation to all staff engaged in the provision of the Supplies shall comply with the Council’s policies for dealing with disclosure and barring, and shall remove any staff members where reasonably required by the Council.

30.4 The Supplier shall not cause the Council to be in breach of its contract standing orders or (where relevant) the Public Contracts Regulations 2015 including regulation 73 thereof and the Council may terminate the Contract on giving the Supplier fourteen (14) days’ prior written notice in the event of any such non-compliance or breach and recover all losses arising therefrom.

31. Governing Law

The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

32. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).

33. Arbitration

Any dispute, controversy or claim arising out of or relating to the Contract, including any question regarding its breach, existence, validity or termination or the legal relationships established by the Contract, shall be finally resolved by arbitration in force at the date of the Contract. It is agreed that:

• 33.1.1 the tribunal shall consist of one arbitrator appointed jointly by the parties.
• 33.1.2 in default of the parties' agreement under these Conditions as to the arbitrator, the appointing authority shall be the Chartered Institute of Arbitrators in London;
• 33.1.3 the seat of the arbitration shall be London or such other convenient venue in England and Wales;
• 33.1.4 the law governing this arbitration shall be English; and
• 33.1.5 the language of the arbitration shall be English.

34. Mediation

If any dispute arises in connection with the Contract, the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties within fourteen (14) days of notice of the dispute, the mediator will be nominated by CEDR. To initiate the mediation a party must give notice in writing (ADR notice) to the other party or parties to the dispute requesting a mediation. A copy of the request should be sent to CEDR.

The mediation will start not later than twenty-eight (28) days after the date of the ADR notice. The commencement of a mediation will not prevent the parties commencing or continuing court proceedings or (particularly in the case of works) an arbitration.