1. Ordering of Goods and Services
1.1. We will place any orders for Goods and Services in writing using a
Purchase Order which will set out the Goods and/or Services We
require from You and the dates on which We require them from You.
1.2. If We place a Purchase Order with You this will constitute an offer
by Us to buy the Goods and/or Services from You subject to this
Contract.
1.3. These terms will apply to the Contract between us to the exclusion
of any other terms which You seek to impose or incorporate whether
in writing or otherwise or which are implied by law, trade, custom,
practice or course of dealing.
1.4. The Purchase Order and these terms and conditions shall be
deemed to be accepted on the earlier of (a) You issuing a written
acceptance of the Purchase Order, (b) You doing any act consistent
with fulfilling the Purchase Order or (c) the expiry of 5 Working Days
of the date of the Purchase Order, at which point the Contract shall
come into existence.
1.5. No variation to a Purchase Order or to these terms and conditions
will be binding on Us unless they are issued or confirmed in writing
by Us and signed by one of Our authorised representatives.

2. Start and length of the Contract
2.1. The Contract will start on the Commencement Date and will continue
in force until the date on which You have delivered the Goods and/or
completed the Services in accordance with all Purchase Orders
and/or Specifications (as applicable); or the date on which either of
us ends the Contract under clause 19, whichever is earliest.

3. Your Responsibilities
3.1. If You supply Us with Goods You warrant to Us that the Goods shall:
a) correspond with their description and any applicable
Specification;
b) be of satisfactory quality in accordance with all statutory
requirements and fit for the purpose required by Us,
whether expressly or by implication, or represented to
Us by You;
c) where they are manufactured products, they shall be
free of defects in design, materials and workmanship
and shall remain so for 12 months after Delivery;
d) comply with all applicable statutory and regulatory
requirements relating to the manufacture, labelling,
packaging, storage, handling and delivery of the
Goods.
3.2. In the event you are providing Services to Us You shall provide the
Services:
a) using the reasonable skill and care to be expected of a
professional person or organisation providing similar
services to the Services;
b) employing people with suitable ability, skill, knowledge,
training and experience to provide and supervise the
Services;
c) following all codes of practice, and quality standards
applicable to the Services; and,
d) acting in accordance with all legal obligations which
apply to the Services at the relevant time.
3.3. You will ensure that Your staff, volunteers and permitted
subcontractors are aware of their responsibilities under this Contract
and any legal requirements which relate to the Goods and/or
Services.
3.4. You shall provide the Goods and/or Services at the location or
Delivery Address and on the dates or within the timeframe stated in
the Purchase Order or the Specification (as applicable).
3.5. When this Contract ends You will return all of Our Equipment within
10 (ten) Working Days of the end of the Contract.
3.6. You shall ensure at all times that You have and will maintain all the
licences, permissions, authorisations, consents and permits that
You needs to carry out Your obligations under the Contract.
3.7. You shall at all time comply with the Mandatory Policies.

4. Our Responsibilities
4.1. In order to help You to provide the Goods and/or Services We will:
a) provide You with access to the Property and to Our
Equipment as You may reasonably need and at the
times we agree between us; and
b) tell You about any health and safety rules and
regulations and any other reasonable security
requirements that apply at the Property.

5. Terms relating to Goods
5.1. When you supply Goods to Us you must:
a) allow Us to inspect or test the Goods during manufacture,
processing or storage at Your premises or the premises of Your
supplier, but We will only carry out any inspection or testing at
reasonable times. If, following inspection or testing, We consider
that the Goods do not or are unlikely to comply with the undertakings
in clause 3.1 We shall inform You and You shall take such remedial
action as is necessary at Your own cost. We reserve the right to
inspect and test the Goods again after such remedial action is taken;
b) mark the Goods in accordance with Our instructions and any
applicable laws and regulations and securely pack them so that that
they reach the Delivery Address in an undamaged condition;
c) supply Us with any instructions or other information which We may
need to accept delivery of the Goods and/or use the Goods;
5.2. We will be entitled to reject any Goods delivered to Us which are not
in accordance with this Contract, and We will not be deemed to have
accepted any Goods until We have had a reasonable time to inspect
them after they have been delivered to the Delivery Address.
5.3. Where You cannot give Us the date for delivery of the Goods until
after We have placed a Purchase Order, You must give Us
reasonable advance notice of the date for delivery.
5.4. At our discretion, We may not accept or pay any invoices for partial
delivery of any Goods.
5.5. Risk of, damage to or loss of the Goods will pass to Us on delivery
to the Delivery Address and acceptance of the Goods by Us,
notwithstanding that title may have passed to Us in the event of
payment before delivery.
5.6. Ownership of and title to the whole of the Goods will pass to Us upon
delivery to the Delivery Address, unless We pay you for the Goods
before delivery, in which case title will pass to Us once We have paid
You for the Goods concerned.

6. Invoicing and payments
6.1. In return for You carrying out Your obligations under this Contract,
We will pay You the Fee.
6.2. The Fee will be as set out in the Purchase Order and subject to the
Purchase Order the Fee shall include all costs of packaging,
insurance and carriage of the Goods and all costs associated with
providing the Services. No additional charges or variation to the Fee
shall be effective unless agreed in writing by Us.
6.3. We will pay You the Fee in arrears, within 30 days from the date We
receive a valid and undisputed invoice.
6.4. You will send us the invoice promptly and electronically.
6.5. Any invoice You send to Us must quote the Purchase Order number
otherwise the invoice will not be valid and We will not pay the
invoice.
6.6. The Fee includes all materials and equipment, and You will not
charge Us for any extra costs or expenses whatsoever unless they
are agreed with Us in advance.
6.7. The Fee does not include VAT. If VAT is due, We will pay this on
top of the Fee, if You provide Us with a valid VAT invoice.
6.8. If We have not paid You the Fee within 30 Working Days of the date
of Your invoice, You may charge Us interest on the amount of any
late payment (unless the invoice was not valid or We disagree with
the unpaid amount). The interest will be worked out every day, from
the date We should have paid the Fee to the date when We actually
make the payment. The interest rate that will apply will be 2% over
the base rate of Barclays Bank plc.
6.9. If any query about mistakes in the Fee cannot be settled within 10
(ten) Working Days of either party raising the query, either party may
ask for the disagreement to be dealt with under clause 22 and an
appropriate adjustment to the Fee may be made once the
disagreement is settled or decided.
6.10. We will be entitled to set off any sums You owe to Us against the
Fee.

7. Contact details
7.1. Before receipt of the Purchase Order, You must advise Us of the
name and contact details of Your appointed person who is
responsible for matters relating to the Contract.

8. Service Reviews
8.1. You must allow Us to inspect or witness the Services.
8.2. In addition, We may periodically carry out a Service Review. We will
always act reasonably when carrying out any Service Review and
wherever practicable will give You at least 1 months’ notice if we
intend to carry out a Service Review.

9. Legal Duties
9.1. You must fully co-operate with Us when We are carrying out any
legal duty and give Us any information or help at no cost that We
may need, as long as We have given You reasonable notice.
9.2. If We require copies of information, reports, financial accounts,
documents and records which relate to the Contract and which
You have access to then You shall provide such access upon Us
giving You reasonable notice.
9.3. You must allow Us to take copies of the information referred to in
clause 9.2 at no extra charge.
9.4. We will treat any information You provide under this clause 9 as
Confidential Information.

10. Equal Opportunities
10.1. You must have an equal opportunities policy in place within Your
organisation for as long as this Contract is in force and give Us a
copy of this policy if We ask to see it

11. Records and information
11.1. At Our reasonable request You must provide Us with all information
which We may ask for to assess how You are carrying out Your
responsibilities under this Contract.
11.2. You must tell Us if:
a) there is a change in who controls most of the shares in,
or the voting rights among shareholders or members
of, Your organisation;
b) You merge with another organisation;
c) You transfer Your activities or business to another
organisation;
d) as a result of any misconduct or mismanagement on
Your part, a Regulatory Body orders an inquiry into
Your affairs; or
e) any registration which You must maintain to provide
any of the Goods or Services is withdrawn, suspended
or cancelled, or is threatened to be withdrawn,
suspended or cancelled.
11.3. Failure to comply with this clause 11 may at our discretion result in
termination of the Contract in accordance with clause 19.2 (material
default).

12. Data Protection Law
12.1. In performing Your obligations under this Contract You agree to
comply with all legal requirements relating to privacy and the
processing of personal data, including all applicable guidance and
codes of practice issued by the Information Commissioner’s Office
or any replacement EU or UK data protection or related privacy
legislation from time to time in force in force in England and Wales.

13. Health and safety
13.1. You must protect the health, safety and wellbeing of Your staff,
volunteers and sub-contractors at all times. You must follow the
conditions of the Health and Safety at Work Act 1974, and any other
health and safety regulations and codes of practice in force at the
relevant time.
13.2. You must ensure that Your staff observe all health and safety rules
and regulations and any other security requirements We inform You
about (which must be reasonable) at any of Our premises or any of
the Properties.

14. Confidentiality
14.1. Both parties will ensure that You and Us (and any person You have
employed or appointed to provide the Goods and Services) will:
a) only use Confidential Information for the purposes of
this Contract; and
b) not release any Confidential Information to anyone else
without the other party’s permission in writing (which
We will be entitled to refuse without giving any reason).
14.2. We and You may release Confidential Information to any consultant,
contractor or other person involved with this Contract or who is
involved in providing the Goods or Services, if the person concerned
has signed a confidentiality agreement on similar terms as are set
out in this clause 14.
14.3. The restrictions in clause 14.1 will continue to apply for a period of
5 (five) years after the Contract has come to an end, but they will
not apply (whether while this Contract is in force or when:
a) it is available to the public (except if this is as a result
of either of You or Us breaching this clause);
b) either of You or Us has to release it by law;
c) it was already in Your or Our possession without any
restriction as to its use;
d) either of You or Us receive from someone else who is
not restricted from disclosing it; or
e) any Regulatory Body tells You or Us that it must be
released.

15. Intellectual Property Rights
15.1. Nothing in this Contract shall affect the ownership of any Intellectual
Property Rights existing prior to the date of or generated outside the
scope of this Contract which You or Us may make available to each
other. Any Intellectual Property created, generated or developed
from the Goods and/or Services shall be owned by Us, whether
created by Us, by You or by both parties together and You agree
that You will sign any deeds or documents which may be necessary
to transfer any Intellectual Property Rights in the Goods and/or
Services to Us.
15.2. If any Intellectual Property Rights which We need to use in respect
of the Goods and Services are owned by a third party and You are
unable to transfer them to Us, You agree that You will grant Us a
licence to use such Intellectual Property Rights, or obtain permission
from the third party for Us to use such Intellectual Property Rights
without charge and with no limit in time for the purpose of using the
Goods and/or Services.
15.3. You agree that if We receive a claim from any third party claiming
that You have passed on their Intellectual Property Rights illegally
or without permission You will pay Us the amount of money which
is claimed from Us by the third party without Us having to take You
to court to enforce this right. Any claim We may make from You
under this clause 15 will be unlimited in value.

16. Insurance
16.1. For as long as this Contract is in force and for a period of 6 (six)
years after it ends, You must take out and keep the minimum levels
of insurance cover set out in clause 16.2. You must also make sure
that any of Your sub-contractors who are providing any or all of the
Goods and/or Services on Your behalf take out the same levels of
insurance.
16.2. You will insure with a reputable insurer against all normal insurance
risks relevant to your work for or with Us, on terms and foramounts
consistent with normal business prudence, and without limitation at
all times at levels of: Employers' Liability £5m each and every claim;
Public Liability £5m for claims arising from a single event; and
Professional Indemnity £2m for claims arising from a single event..
16.3. You will demonstrate to Us the terms of any such insurance on
request.
16.4. If We do not think that any of the insurance policies provide enough
cover to meet clause 16.2, We will tell You and You must rectify this
immediately.

17. Liabilities
17.1. Neither of us excludes or limits Your or Our liability for:
a) Death or personal injury caused by our negligence;
b) Fraud or fraudulent misrepresentation;
c) Breach of any obligations as to title implied by Section 12 of
the Sale of Goods Act 1979 or Section 2 of the Supply of
Goods and Services Act 1982.
17.2. You shall indemnify Us against all actions, claims, demands,
proceedings, damages, costs, legal costs (calculated on a full
indemnity basis) and all other reasonable costs and expenses
arising out of, or in connection with this Contract including but not
limited to:
a) Any claim made against Us for actual or alleged
infringement of a third party's Intellectual Property
Rights arising out of or in connection with the
manufacture, supply or use of the Goods or the carrying
out of the Services to the extent that the claim is
attributable to the acts or omissions of You, Your
employees, agents or subcontractors;
b) Any claim made against Us by a third party for death,
personal injury or damage to property arising out of or
in connection with defects in Goods or breach of
Services to the extent that such claim is attributable to
an act or omission by You, Your employees, agents or
subcontractors; and/or
c) Any claim made against Us by a third party arising out
of or in connection with the supply of Goods or provision
of Services to the extent that such claim arises out of
the breach, negligent performance or failure or delay in
performance of the Contract by You, Your employees,
agents or subcontractors, unless they have been
caused by Our negligence or the negligence of Our
employees or agents.
17.3. Subject to clause 17.1, neither of You or Us will be liable to the other
for any:
a) any or all of loss of profits; loss of business; or loss of revenue;
b) loss of or damage to goodwill and/or loss of savings (whether
anticipated or otherwise); and/or
c) any indirect or consequential loss or damage.
17.4 Subject to clause 17.1, Our liability to You is capped at the amount
of the Fee and this clause shall survive termination of the Contract.

18. Defaults
18.1. If You breach any of the terms of this Contract, We will be entitled
to serve You with a Default Notice. This will not affect any of Our
other rights, either under this Contract or by law.
18.2. If We serve You with a Default Notice which relates to a default
which can be put right, the Default Notice will tell You what We
consider the default to be and the timescale in which We expect You
to put things right.
18.3. If We by fail to pay You in accordance with clause 6, You shall allow
Us a minimum of 20 Working Days to rectify the position from the
date of receipt of a valid undisputed invoice.
18.4. If there is any disagreement between us as to whether there has
been a default, or about the action that needs to be taken or the
timescale within which the action is to be taken, either of us can refer
the matter for resolution under clause 22.
18.5. If You fail to put right a default within the timescale set out in the
Default Notice or We fail to make payment to You after the expiry of
the 20 Working Day period set out in clause 18.3 either party shall
each be entitled to terminate this Contract immediately by giving
notice in writing.

19. Termination
19.1. We will be entitled to give You notice ending this Contract
immediately if:
a) You breach any of the provisions in regulation 57(1)
and/or 57(8) Public Contracts Regulations 2015; and/or
b) You breach clause 26.6.
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19.2. We will be entitled to end this Contract by giving You written notice
effective from the date specified in Our notice if You commit a
material breach of the Contract that in Our reasonable opinion
cannot be remedied or that You have not remedied to Our
reasonable satisfaction within any timeframe specified in Our
Default Notice.
19.3. We will be entitled to end this Contract by giving one calendar
months’ notice if, following a Service Review, the Service does not
meet the standards set out in the Purchase Order or Specification
(as applicable).
19.4. We may end all or part of this Contract for any reason by giving You
at least one calendar months’ notice in writing.
19.5. If all or part of this Contract is ended, whether under clause 18 or
this clause 19, clause 19.6 will apply.
19.6. When this Contract is brought to an end, You must give Us all the
information, files, records and documents which We give You under
this Contract or which You produced while carrying out Your
responsibilities under this Contract.
19.7. You must not keep any copies of the information referred to in clause
19.6 unless We give You permission or You have to do so by law.
19.8. On termination of the Contract, You shall immediately return all Our
Equipment to Us. If You fail to do so, then the We may enter Your
premises and take possession of Our Equipment. Until Our
Equipment has been returned or delivered, You shall be solely
responsible for its safe keeping and will not use it for any purpose
not connected with the Contract.

20. Transferring and subcontracting the Contract
20.1. You must get Our permission in writing if You want to:
a) assign, transfer or otherwise deal in any other manner
with any or all of Your rights or obligations under this
Contract to any other person; or
b) subcontract any of Your responsibilities under this
Contract.
We will not unreasonably withhold or delay giving You Our
permission, as long as We consider the other person to be suitable.
20.2. If We give You permission to subcontract the Contract, You are still
liable to Us for all of Your obligations set out in this Contract
including the ones You may have subcontracted. You will be
responsible for the acts, failures and neglect of any subcontractor or
any employee or agent of any subcontractor, as if they were Your
own acts, failures and neglect.

21. Agency
21.1. You must not tell anyone, or allow any of Your employees or agents
to tell or imply to anyone, that You are Our agents or servants.
21.2. You must not enter into any contract on Our behalf or in any way
claim that You are authorised to do so.

22. Disagreements
22.1. If we disagree about anything related to this Contract, and it cannot
be resolved by You and Us within 20 Working Days, then either of
You or Us may tell the other in writing to refer to a meeting at director
or equivalent senior management level to resolve the issue,
negotiating in good faith.
22.2. If after 20 Working Days following the directors’ meeting referred to
in clause 22.1 the dispute has not been resolved then either of You
or Us may notify the other that we wish to attempt to settle the
dispute by mediation, in accordance with the Centre for Effective
Dispute Resolution (‘CEDR’) Model Mediation Procedure 2000 or
such later edition as may be in force from time to time.
22.3. Any agreement reached as a result of mediation shall be binding on
both of us, but if the disagreement has not been settled by mediation
within 10 Working Days of the mediation starting then either of You
or Us may commence legal proceedings.
22.4. Neither of You or Us shall be prevented by this clause 22 from taking
steps in relation to court proceedings to protect Your or Our position,
including applying for interim relief or pursuing proceedings to
prevent limitation periods from expiring or to protect Your or Our
employees, agents or users.

23. Variations to the Contract
23.1. A variation to this Contract (including to the nature of the Services)
will only be valid if it has been agreed in writing by both of You and
Us and signed by an authorised person within Our organisation.

24. Waiver
24.1. If either of You or Us fails to enforce or delays in enforcing any right
or solution which either party is entitled to under this Contract or by
law, this does not mean that You or Us no longer have this right or
solution.
24.2. If either of the parties ignores a breach on the part of the other, this
does not mean that either party will ignore any future breach.

25. Information and Retendering
25.1. At Our reasonable request and within 15 Working Days of Us asking
You, You must provide Us with any information We ask for (at no
cost to Us) to help Us prepare the necessary documents to appoint
another person to provide the Goods and Services in Your place.
25.2. You must make sure that all the information You give Us is accurate
and give Us permission to use any of the information in the course
of Our work.

26. Prevention of Fraud and Prevention of Corruption
26.1. You must take all reasonable steps to prevent Fraud by Your staff,
volunteers and sub-contractors when they receive money from Us.
26.2. You will notify Us immediately if You suspect that any Fraud is
happening or is likely to happen.
26.3. You will not offer or give to Us or any of Our staff any gift or reward
as an incentive for entering enter into this Contract or any other
contract with You. You will not show any favouritism to any person
in relation to this Contract or any other contract with Us and You will
also refrain from doing anything in order to give an advantage to any
person.
26.4. You agree that You have not paid any commission to Us or agreed
to pay any commission to any staff employed by Us in connection
with this Contract.
26.5. In performing Your obligations under this Contract, You will comply
with the Bribery Act 2010 as it applies to Goods and Services
provided under this Contract.
26.6. If We discover that You or any of Your staff have breached any of
the terms this clause 26 in relation to this or any other contract with
Us We may end this Contract immediately and claim from You any
fines or penalties We are liable to pay and any costs We incur as a
result of early termination of the Contract, including the costs of
making other arrangements for the Goods or Services to be
provided for the remainder of the Contract period.

27. Validity
27.1. If one or more of the terms of this Contract are no longer valid or
cannot be enforced under any law, the rest of this Contract will
continue in full force.

28. Remedies
28.1. If Goods are not delivered or Services are not performed on the date
set out in the Purchase Order then We shall be entitled to (i) deduct
from the Fee or, (if We have already paid the Fee), claim from You
liquidated damages for delay 1% of the Fee for every 5 Working
Days delay up to a maximum of 10% (which You agree is a genuine
pre-estimate of Our loss or damage) and/or (ii) cancel the Purchase
Order (or relevant part of the Purchase Order) without liability to You
and purchase substitute goods or services elsewhere and recover
from You any loss or additional cost incurred.
28.2. Any remedy or right which either of You or Us may have in relation
to a breach committed by the other will be in addition to all other
rights and remedies available to either of You or Us.

29. Contract (Rights of Third Parties) Act 1999
29.1. The provisions of the Contracts (Rights of Third Parties) Act 1999
do not apply to this Contract.

30. Notices
30.1. Any notice or other communication under this Contract must be in
writing and can only be sent by:
a) recorded delivery post;
b) hand;
c) electronic mail;
30.2. For the purposes of sending written notice or other communication
by recorded delivery post, personal delivery or electronic mail, each
of Your and Our addresses are set out in the Purchase Order.
30.3. All notices and communications will be considered to have been
served:
a) if posted by recorded delivery post, two Working Days
after the date it was posted or at the time recorded by
the delivery service;
b) if personally delivered, on the date it was delivered
evidenced by signature of a delivery receipt; or
c) if sent by electronic mail, when a return receipt confirms
that the mail has been received.
30.4. If a notice is considered to have been served on a day which is not
a Working Day or is not received between 9 am and 5 pm on a
Working Day, it will be considered to have been served on the next
Working Day.

31. Force Majeure Events
31.1. Neither of us shall be in breach of the Contract nor liable for any
delay in performing or failure to perform any of its obligations under
the Contract if such delay or failure results from a Force Majeure
Event.
31.2. If a Force Majeure Event occurs the affected party shall be entitled
to a reasonable extension of time for performing its obligations. If
the period of delay or non-performance continues for 20 Working
Days, We may meet to discuss how You can continue to provide the
Goods and Services until the Force Majeure Event stops. We may
entirely at Our discretion decide to terminate the Contract by giving
You 5 Working Day's written notice.

32. Law and Jurisdiction
32.1. This Contract and any dispute or claim arising out of or in connection
with it or its subject matter or formation will be governed by and
construed in accordance with the law of England and Wales. Each
party irrevocably agrees that the courts of England and Wales shall
have exclusive jurisdiction to settle any dispute or claim (including
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non-contractual disputes or claims) arising out of or in connection
with this Contract or its subject matter or formation.

33. Entire Agreement
33.1. This Contract sets out the entire agreement between You and Us in
relation to the Goods and Services.

Definitions
Commencement Date date of Our Purchase Order or the date
on which You begin supplying the Goods and/or Services to Us,
whichever is the earliest.
Confidential information any information which has been
designated as confidential by either You or Us in writing or that
ought to be considered as confidential, including information
which relates to the business, affairs, properties, assets,trading
practices, services, developments, trade secrets, Intellectual
Property Rights, know-how, or information relating to either of
Your or Our personnel, customers and suppliers.
Contract these terms and conditions together with the Purchase
Order and any Specification.
Default Notice a notice setting out the details of a breach or
default in Your performance of the Contract and, if the breach or
default can be put right, the action needed to put it right and the
timescale within which it must be put right.
Delivery Address the address stated on the Purchase Order.
Fee the sum or sums We will pay to You in consideration of the
Services provided or Goods delivered by You and which is
payable by Us in accordance with clause 6.
Force Majeure Event acts of war, government decision,
pandemic, epidemic, riots, civil commotion and any event or
circumstance which is beyond Your or Our reasonable control
but excluding any strike or labour dispute of Your staff or any of
Your subcontractors failing to provide the Goods or Services.
Fraud any offence under laws creating offences in respect of
fraudulent acts or at common law in respect of fraudulent acts in
relation to the Contract or defrauding or attempting to defraud or
conspiring to defraud Us.
Goods all goods, materials or articles which We ask You to
provide to Us under this Contract as set out in the Purchase
Order and/or the Specification (as applicable).
Intellectual Property Rights all patents, rights to inventions,
copyright and related rights, trademarks, service marks, trade,
business and domain names, rights in goodwill or to sue for
passing off, unfair competition rights, rights in designs, rights in
computer software, database rights, moral rights, rights in
confidential information, (including know how and trade secrets)
and any other intellectual property rights, in each case whether
registered or unregistered and including all applications for, and
renewals or extensions of, such rights, and all similar or
equivalent rights or forms of protection in any part of the world.
Mandatory Policies Our policies provided to You by Us from
time to time.
Our Equipment any equipment or facilities provided by Us
which You use to provide the Goods and/or Services.
Property(ies) the place(s) where You will carry out the Services
or deliver the Goods which are set out in the Specification and/or
the Purchase Order.
Purchase Order any order which is placed on Our official order
form and to which these terms and conditions apply.
Regulatory Body an organisation which is set up either by law
or in some other way, and whose regulatory powers apply to
either one of Us (or both of Us).
Services the services to be provided by You to Us under this
Contract which are described in the Purchase Order and/or the
Specification.
Service Review a review of the Services which We may carry
out from time to time to check that You are performing the
Services in a way which We consider to be satisfactory and in
accordance with the terms of this Contract.
Specification the description included in the Purchase Order, or
any other written description We may have provided, settingout
the type of Goods and Services You will provide, and the
standard of the Goods and Services You will deliver under this
Contract.
VAT Value added tax.
Working Day between 9:00am and 5:30pm Monday to Friday,
but not any days which are bank or public holidays in the United Kingdom.

1. Policy Statement
1.1 The Approved Contractor Standards provided at Appendix 1 set out the expectations
that Housing Solutions has of its contractors and sub-contractors whilst working on
behalf of Housing Solutions.
2. Scope
2.1 This policy and the associated Standards cover the requirements that apply to
contractors whilst working on behalf of Housing Solutions or any client or contractor of
Housing Solutions to ensure that the highest levels of contractor performance are
achieved whilst work activities are conducted in a suitable and safe manner.
2.2 This policy does not relieve the contractor of their responsibilities carried out on
Page 2 of 3
behalf of Housing Solutions or any client or contractor of Housing Solutions in
accordance with the Health and Safety at Work Act 1974 and all other Acts and
Regulations where applicable pertaining to the work being undertaken.
2.3 It is the responsibility of the contractor to communicate the content of this policy to its
employees, and those of its Sub-contractors and to ensure that it is strictly
followed.
2.4 Failure to adhere to this policy will result in a review of the individual Contractor(s)
concerned, and a decision will be taken in respect of future employment with Housing
Solutions or any client or contractor of Housing Solutions.
2.5 Where applicable, this policy is referenced within Housing Solutions’ contract
documents.
3. Roles and Responsibilities
The following table outlines the roles and responsibilities in regard to this policy
Role Responsibility
Executive Team Approval of this policy
Assistant Director of Finance &
Procurement
To review and manage the delivery of
this policy
Heads of Service To ensure adherence to this policy
Procurement Manager To monitor contractors adherence to
this policy, report on non-compliance
with the policy and to promote the
policy during procurement discussions
Contractors To adhere to this policy in full
4. Definitions
4.1 Contractor – any person commissioned by Housing Solutions to provide goods or
services, who is not paid via the company payroll.
5. Legislation
5.1 The Health & Safety at Work Act 1974 places stipulations on employers, staff and
contractors to ensure a safe working environment and adherence to safe working
practices. A full list of relevant legislation is provided on the covering page of this policy.
6. Equality & Diversity
6.1 Housing Solutions recognises the needs of a diverse population and always acts within
the scope of its own Equality, Diversity & Inclusion Policy and Equalities Act 2010.
Housing Solutions works closely with its partners to ensure it has a clear understanding
of its resident community with clear regularly updated service user profiles. Housing Solutions will record, analyse and monitor information on ethnicity, vulnerability and disability.
7. Review
7.1 This policy will be reviewed on a 3 yearly basis or more frequently in response to changes
in legislation, regulatory guidance, good practice or changes in other relevant Housing Solutions’ policy.

APPENDIX ONE
APPROVED CONTRACTOR STANDARDS

1. Code of Practice for Approved Contractors

1.1 The image that we present to our residents is important, so our contractors will:
• Be smart and clean in appearance
• Be friendly and courteous
• Be helpful and understanding
• Respect and show our values: Ownership, Inclusion, Teamwork and Innovation
1.2 Contractors should avoid
Any behaviour which is considered by residents to be:
• Rude or objectionable
• Excessively noisy, e.g., use of radios etc.
• Overly familiar, argumentative, harassing or intimidating
• Derogatory about customers, contractors, their employer or Housing Solutions
Contractors must not:

• Work under the influence of alcohol and/or drugs
• Smoke in or near residents properties.
1.3 Identification - the contractor will:
• Wear clear, easy to read, identification cards, in a prominent position on the
workers clothing, at all times, which includes:
• The workers name & photograph
• The company’s name
• The company’s address and telephone number
• Use a password if one has been arranged
• Encourage residents to call the workers company and/or Contractor if they are in
any doubt about the work or the worker.
• Show residents a letter or a works order, which confirms they have been
instructed to carry out work on behalf of Housing Solutions or any client or
contractor of Housing Solutions.
When requested contractors will be required to carry out DBS checks and provide
details to Housing Solutions.
1.4 Quality of workmanship
The contractor will carry out work to a high quality and standard as specified and
approved by us whatever the general state of the property.
This will include and not be limited to compliance with current Building Regulations,
British Standards, and any industry best practice guidelines.
Contractors will be required to provide photographs and notes of the work carried
out, either by way of email, completion report or uploading into a contractor portal.
1.5 Visits to residents homes / care homes
The contractor will:
• Take all reasonable steps to provide an appointment for residents when
arranging access to carry out works in their home. All appointments should be
booked within 24 hours of the repair being reported to the contractor and should
occur within the repair timescale set by Housing Solutions.
• Ask permission before entering a residents home or garden to carry out work.
• Inform and apologise to residents and their neighbours if the work is likely to
cause a nuisance due to dust, noise etc.
• Provide residents with a full explanation for any delay in starting or completing
work.
• Provide updates on revised dates for starting or completing the work.
• Notify as soon as possible if the visit has to be cancelled and apologise for any
inconvenience caused. Where possible a minimum of 24 hours notice will be
given.
• Arrange a mutually convenient time to visit for any further work.
• Ensure that sufficient notice is given when any disconnection of services or
interruption of access is necessary
• Ensure that, where appropriate, any statutory consents are obtained before work
commences and that any statutory notices have been applied for
• Ensure that wherever possible work activities are restricted to normal working
hours or that agreement has been received from residents and neighbours for
any work outside of this time
• Ensure that they do not attend a property where there is a lone minor (aged 16 or
under)
• Leave site immediately and report to Housing Solutions whenever they encounter
a threatening/potentially violent situation
• Ensure adequate care is taken in the protection of resident’s fittings, furniture,
and gardens with the use of dustsheets and screens as required
• Provide adequate warning and information notices regarding work in progress as
may be required.
• Ensure footpaths and rights of way are maintained in a safe condition at all
times.
• Not to use radios or other audio equipment whilst working in residents’ homes or
their immediate vicinity and to only use mobile telephones for business use
• Take reasonable precautions to prevent pollution from noise, smoke, dust or
rubbish.
• Remove all rubbish generated as a result of working in Housing Solutions
properties
• Ensure residents and property are left safe and secure before leaving site and
that all redundant items are removed from home and garden.
• Leave a card with the caller’s details if the tenant is not in, explaining the reason
for the call, providing the contact name, address, and telephone number.
• Not bring pets into or around residents property.
• Ensure that appropriate levels of self-hygiene are maintained
• Not park on footpaths, grassed areas and designated resident parking spaces /
disabled spaces etc.
• Make Housing Solutions aware of any safeguarding concerns through agreed
reporting roles or processes.
Housing Solutions will:
• Inform the contractor of any residents who are vulnerable or who should not be
approached alone
• For those residents identified as vulnerable or who should not be visited alone,
agree a suitable approach with the contractor to ensure the repair / works are
completed with the contractor and resident safety being prioritised.
1.6 Covid compliance or any such transmissible viruses
All visits must comply with the current guidelines set out by Government and
Public Health England. This may include ensuring that only operatives with up-todate vaccination status are sent to care homes, evidence of testing and wearing
PPE. If you are unsure what the current requirements are you must contact and
agree the necessary action with Housing Solutions.
Contractors must also make themselves familiar with the Housing Solutions Covid
Risk Assessments and RAMs.
1.7 Appointments
Appointments must be booked with the resident within 24 hours of having been
notified of the job and attended to within 14 days of being reported. Should a revisit be required with parts ordering, following the initial appointment the revisit
should be within a 21-day period. If an appointment is missed a charge of £15 will
be made to the contractor to compensate the resident.
1.8 Protection of resident’s belongings
The contractor will make sure that:
• Furniture, fittings, and carpets are protected by dustsheets. Items of furniture or
other possessions will be moved with residents permission if this offers further
protection.
• If items are breakable or valuable residents should be advised that it would be
wiser to move them.
• Damage to plants, trees etc. shall be avoided as far as possible. If some damage
is inevitable this should be discussed and agreed with the resident.
• The area of the residents home which is affected by the work, should be left
clean and free from any debris.
• Equipment and materials must be removed wherever possible each day unless
this is impracticable. In this case it should be stored in a position agreed with the
resident.
• If the property is made unsafe or hazardous, the contractor will give the resident
and any neighbours who may be affected, adequate warning and the contractor
will minimise the risk. The contractor will also inform Housing Solutions of the
issue immediately.
• Operatives must use cover guards to shoes / boots when working in residents
property.
1.9 Leaving residents’ homes
When completing works, contractors will:
• Explain to the resident what has been done and check to see that they are
satisfied. If new equipment is installed contractors will leave operating
instructions and provide a full demonstration on how to use the
equipment.
• Check that all services are in working condition at the end of each day,
during works and when the work is finished.
• Make sure that the residents home is safe and habitable overnight and at
weekends when the work cannot be completed within one working day.
• Contractors may also be asked to provide resident satisfaction
documentation as part of the post-job process.
2. Safety Standards for Contractors
2.1 Protection of the Public
Protection of the public is of paramount concern and any arrangements must
allow for the reduced level of awareness of safety risks amongst members of the
public.
2.2 Responsibilities
Contractors are required to co-operate with Housing Solutions and individuals in
discharging their responsibilities. They must:
• Ensure that a relevant risk assessment is completed before commencing work
and notified of any subsequent changes to these assessments and ensure that
persons likely to be affected are identified, are informed of the risks and
appropriate
control measures are taken.
• Ensure that persons under their control follow any rules and procedures
(including provision and use of Personal Protective Equipment).
• Ensure that any other person likely to be affected by their operation is informed
of the risks and the measures necessary to remain unharmed.
• Prepare a specific method statement where required. It must include all the
measures necessary to ensure that the operation can be carried out safely and
must be submitted and agreed before any work commences.
• Contractors must satisfy themselves that all tools, plant, or equipment are
suitable for the purpose to which the Contractor intends to use them and that
they are in good condition and any defects reported without delay. The users must
be trained, competent and supervised.
• Every effort must be made to segregate the general public, especially children,
from work areas.
• Co-operate with Housing Solutions to enable them to carry out their
statutory duties.
• The contractor will be required to comply with the requirements of CDM principal
contractor / designer.
2.3 Accident / Incident Reporting / Safeguarding
Contractors must have their own Accident Book and they must record details of all
injuries to their employees. All accidents are to be immediately reported to
Housing Solutions or any client or contractor of Housing Solutions.
The Contractor must inform the Health & Safety Executive and submit an
F2508 in the event of a reportable accident to direct or agency employees as
defined in RIDDOR. A copy of the F2508 document must be forwarded to Housing
Solutions and/or the Contractor.
Contractors are also required to keep Housing Solutions or any client or
contractor of Housing Solutions informed of the subsequent developments of long
term injuries, diseases, and dangerous occurrences.
Contractors are also required to notify Housing Solutions where there are any
concerns in relation to safeguarding issues that they may encounter when
accessing residents properties.
2.4 Welfare
Any facilities provided by the contractor are to be maintained in a safe and clean
condition and any person wilfully damaging such facilities will be removed from
site and subsequently be liable to being charged for making good.
Contractors must assess their particular first aid needs to ensure adequate and
appropriate first aid provision is made for their employees.
Smoking and vaping is not permitted on any Housing Solutions sites or properties.
2.5 Minimum Acceptable Standards
All tradesmen and operatives employed on behalf of Housing Solutions or any
client or contractor of Housing Solutions will have a demonstrable skill level
incorporating Health & Safety training at the appropriate level for the activities
to be undertaken.
Contractors are required to declare and be able to demonstrate the level of
Health & Safety training that has been completed by their managers and
supervisors, relevant to their responsibilities.
2.6 Risk Assessments
The Management of Health & Safety at Work Regulations requires employers and
self-employed persons to make a suitable and sufficient assessment of the risks
to employees and any others who may be affected by their undertaking and
record the significant findings.
All risk assessments will be reviewed by Housing Solutions or the contractor prior
to commencing work on site. A period must be allowed for this process and
therefore method statements must be submitted by a given date and agreed.
Failure to comply may result in a delayed start to the operation.
2.7 Method Statements
All method statements will be reviewed by Housing Solutions or the contractor
prior to commencing work on site. To allow review method statements must be
submitted by a given date and agreed.
2.8 Fire Precautions
Contractors retain the primary duty to ensure that all its workers fully understand
and are familiar with the fire precautions. Care must be taken when using any
equipment that generates flames, sparks, heat or other similar ignition sources
and hot work permits will be required for all such activities. No hot works should
be carried out within the final hour of the day’s work activity.
Flammable substances must not be brought onto any site without notification in
the relevant method statement.
Fire call points, exits and roadways must be kept clear at all times. Where work
may obstruct/affect access to fire exits, call points and fire equipment,
notification must be given before this situation arises.
Contractors must identify and provide their own fire extinguishers/equipment on
site which must be in a serviceable condition and suitable for the risks involved.
Waste materials must be removed from the premises at the end of each day, high
risk items must be removed upon completion of their use.
2.9 Asbestos
For any work that involves disturbance of the fabric of the building the contractor
must make reasonable efforts to identify the likelihood of presence of asbestos in
the area to be worked or disturbed, for example:
• look for adhesive labels warning of the presence of asbestos,
• ask for the site asbestos register,
If contractors are working with asbestos containing materials the activities must
be in accordance with the Control of Asbestos at Work Regulations, associated
government codes of practice and company requirements.
When working with asbestos containing materials, contractors should ensure that
their workers are competent to carry out their work and are aware of all
associated risks and control measures.
Where risk assessments and method statements have been provided workers
must be aware and work in accordance with them. Records of training and
competency should be provided when requested.
For further information please refer to the Asbestos Management document.
Particular attention should be made to asbestos waste and the correct process
and procedures are adhered to.
2.10 Dress code
Contractor work employees will ensure compliance with the company dress code,
as a minimum all workers must wear:
• Identifiable uniform
• Appropriate safety footwear with mid-sole protection
2.11 Personal Protective Equipment
The Personal Protective Equipment at Work Regulations require every employer to
provide their employees with suitable personal protective equipment to be used
at work when they may be exposed to a hazard where there is a risk to their
health or safety that cannot be adequately controlled by other means.
PPE must be fit for purpose, kept clean, maintained, and stored in good condition,
with any defects reported.
2.12 Disciplinary procedure
Contractors will, when necessary, invoke their disciplinary procedures. Repeat
infringements or serious offences may result in individuals being removed from
site and may be precluded from other work for that contractor.
2.13 Drugs and alcohol
It is the policy of Housing Solutions or any client or contractor of Housing
Solutions to seek to ensure that all its sites are free of the use of alcohol and
prescribed drugs.
Housing Solutions or any client or contractor of Housing Solutions will exclude
from its sites any person under the influence of alcohol or prescribed drugs.
2.14 Good order – housekeeping
Site tidiness is an essential part of accident reduction and fire prevention
programs. Areas where Contractors are undertaking work will be kept in a
reasonable state of cleanliness to prevent slips, trips, and fire hazards.
Waste, debris, and off-cuts of materials are to be cleared as is necessary but at
least daily to ensure other users of the site are not put in danger and that floor
areas or structures are not overloaded. No timber or other material with projecting
nails shall be allowed to remain in place where they are a source of danger. A
good order strategy should be in place to manage this requirement.
All materials / waste removed from site in the first instance should be recycled, or
if this is not possible, should be disposed of via an approved waste transfer site
and all waste transfer documentation made available to Housing Solutions on
request.
2.15 Manual handling
Contractors are to assess the risk and avoid manual handling where reasonably
practicable by the use of mechanical aids. Where mechanical aids are not used
the contractor is responsible for undertaking a detailed assessment of the
residual risks to be carried out and a safe system of work used to ensure the
health and safety of the employee. Suitable PPE should be issued where
appropriate.
2.16 Access equipment / ladders and step ladders
All access equipment must be assessed for suitability. Ladders (step and lean to)
may only be used for access where there is no suitable alternative and a risk
assessment justifies their use.
It is the contractor’s responsibility to ensure that:
• the equipment used is suitable for the task and regularly inspected
• workers are suitable trained in working at height procedures.
Note: Ladders (step and lean to) are not to be used as working platforms unless
there is no suitable alternative and a risk assessment justifies their use.
2.17 Lifting operations, excavators, hoists and MEWP’s
It is the responsibility of the contractor to ensure that all lifting equipment and
accessories whilst working on behalf of Housing Solutions or any client or
contractor of Housing Solutions are in compliance with the Provision and Use of
Work Equipment Regulations and the Lifting Operations and Lifting Equipment
Regulations.
All lifting operations must be fully assessed and planned by a competent,
appointed person who has adequate practical and theoretical knowledge and
carried out in compliance with BS 7121 Safe Use of Cranes.
All lifting equipment including excavators, hoists, and MEWP’s, must be
accompanied with all current examination, inspection and test certificates and
reports for retention by the Principal Contractor.
2.18 Spraying and mixing
All contractors and suppliers utilising pesticides will comply with the and be
trained in the relevant guidance and British Standards and legislations and will
provide evidence on request.
2.19 Tools
It is the contractor’s responsibility to train its’ employees in the use of any tools
that they utilise in the execution of any services for Housing Solutions or any client
or contractor of Housing Solutions to the relevant guidance and standard and
consider all relevant areas of health and safety.
2.20 Monitoring contractor Health & Safety.
Although the ongoing monitoring of health and safety is the contractor’s
responsibility, formal inspection and / or auditing may be carried out by Housing
Solutions or any client or contractor of Housing Solutions to monitor safety
standards.
Further information on our commitment to health and safety can be found in our
Health & Safety Policy.
3. Equality & Diversity
3.1 Housing Solutions or any client or contractor of Housing Solutions is committed to
equality and diversity and to the elimination of direct and indirect discrimination in
all our dealings as an employer and provider of housing and related services.
Housing Solutions will reflect its duty to promote equality in its procurement
functions and will ensure that the protected characteristics are integrated into its
procurement processes.
More information can be found in our Equality, Diversity & Inclusion Policy
4. Anti-Fraud, Theft and Bribery Policy Summary
4.1 Housing Solutions operates a counter fraud, corruption and bribery policy that
details the steps that must be taken where fraud, corruption or bribery is
suspected or discovered. Any person who becomes aware of any fraud,
corruption, bribery, or other illegal act and does not follow this policy could be
subject to disciplinary action.
The key objectives of this policy are for Housing Solutions to:
• demonstrate commitment to minimise the risk of these incidents occurring
• safeguard assets and reputation
• provide a framework for whistleblowing
• ensure Employers and employees can declare private interests which
potentially conflict with the activities of Housing Solutions
4.2 Fraud and bribery are criminal offences and the police are likely to be involved.
Any individual committing acts of fraud or bribery could be subject to both
criminal and disciplinary action.
4.3 More information can be found in our Anti-Fraud, Theft and Bribery Policy.

5. Modern Slavery
5.1 Housing Solutions will continue to take appropriate steps to ensure that there is
no modern slavery or human trafficking in our supply chains. This includes
continuing to review our existing policies and procedures in light of the
requirements of the Modern Slavery Act 2015. Our Modern Slavery statement can
be found on our website.
All contractors and suppliers must comply with the Modern Slavery Act 2015.
6. Social Value
6.1 The Social Value Act applies to Housing Associations and requires us to consider
how social value can be provided in service contracts in local areas. Contractors
and suppliers consider how they can help fulfil the requirements by working in
partnership with the Resident Engagement Team at Housing Solutions. This may
include providing working opportunities, e.g. apprenticeships if available or to
provide local neighbourhood improvement support. As a guide the contractor
should endeavour to provide support in the region of 1% of the service fee
annually.
6.2 As a requirement of any formal tender exercise, contractors will need to
demonstrate to Housing Solutions that that have implemented a clear Corporate
Social Responsibility policy and/or culture at their company.
7. Contractor understanding and compliance

7.1 This policy will form a part of any subsequent Subcontract or Purchase order.
7.2 Contractors are deemed to have read and have understood all the above and will
comply with all the requirements of the Code of Practice and Safety Standards
when working on behalf of Hosing Solutions.
7.3 Contractor policies and procedure shall comply with the Equality Act 2010 and
cover the 9 protected characteristics
7.4 Contractors are deemed to have read and have understood Housing Solutions
Policies:
• Health and Safety
• Repairs and Maintenance
• Asbestos Management
• Electric Safety
• Gas Safety
• Water Hygiene & Legionella
• Fire Safety
• Equality, Diversion & Inclusion
• Anti-Fraud, Theft & Bribery Policy
• Data Protection
7.5 Housing Solutions reserve the right to remove or suspend contractors from our
approved supplier list if we find them to be in breach of these standards or bring
Housing Solutions into disrepute.
8. Probity
8.1 Contractors will carry out their work in an accountable and transparent manner
and in accordance with the highest standards of probity, professionalism and
integrity.
8.2 Contractors will not exploit their positions and relationship with Housing Solutions
8.3 Contractors will disclose any known relationships with Housing Solutions staff or
residents where these may overlap with work carried out on behalf of the
organisation
8.4 Contractors will disclose any other potential conflict of interest arising from work
to be carried out on behalf of the organisation
9. Invoicing
9.1 Contractors will ensure they price and code completed repairs as per agreed
rates. Invoices will be disputed and remain unpaid until disputed queries have
been resolved to a satisfactory status.
9.2 Contractors are required to respond to invoice disputes within 2 working days
of receipt. Housing Solutions will work collaboratively with contractors in
pursuing an amicable resolution.
9.3 Contractors invoices must detail a full description of works carried out and a
breakdown of labour and material costs. Invoices will be delayed for payment
if this information is missing.