Terms and Conditions for Contractors
1. Definitions and Interpretation
1.1 In these Terms and Conditions:
- ‘you’ means the Supplier, Contractor or Client (as the case may be) referred to in the Agreement;
- ‘we’ and ‘us’ means Sheffield Chamber of Commerce and Industry;
- ‘Agreement’ means the Agreement entered into between us and you to which these Terms and Conditions apply;
- (unless the context requires otherwise) references to ‘parties’ in these Terms and Conditions means you and us (and each a party);
- any definitions in the Agreement shall (unless otherwise stated) have the same meaning in these Terms and Conditions;
- words denoting the singular include the plural and vice versa and words importing one gender shall be treated as importing any gender and words importing individuals shall be treated as importing corporations and vice versa.
1.2 In the event of any ambiguity or conflict arising between the terms of the Agreement and these Terms and Conditions, the terms of the Agreement shall prevail.
2.1 You will be responsible for organising and handling how you comply with your obligations under the Agreement. You must make sure that you (and any person acting for you) keep to all relevant legislation when carrying out your obligations. You must also make sure that you do not discriminate against anyone under the Sex Discrimination Act 1975, the Race Relations Act 1976 or the Disability Discrimination Act 1995.
2.2 You must allow representative of us and the Secretary of State for Trade and Industry, and the European Commission to assess the design, management and delivery of your obligations at any reasonable time. You must provide verbal and written evaluations on the performance of your obligations against any specifications in the Agreement.
2.3 You must make sure that you comply with all relevant European Commission and national rules and regulations and our requirements set out in the Agreement or in these Terms and Conditions.
2.4 We will make all relevant information available to you so that you can comply with your obligations.
3. Contract Staff
3.1 You will appoint a manager who will be our main contact if we have any questions about the Agreement.
3.2 We will appoint a project manager who will be your main contact if you have any questions about procedures or the Agreement.
4. Ending the Agreement
4.1 Either party can end the Agreement immediately by giving the other party notice in writing if:
- an order is made or valid resolution is passed for winding up of the other party;
- the other party becomes insolvent or is not able to pay its debts as they become due;
- the other party have any administrator, receiver or administrative receiver appointed over any of its assets;
- the other party stops trading or threatens to stop trading;
- the other party has a bankruptcy order made against it;
- you (or if you are a body corporate, a director of you )are convicted of a criminal offence; or
- the other party is in serious breach of the terms of the Agreement or these Terms and Conditions.
4.2 Either party can end the Agreement for any reason by giving the other party 28 days notice in writing of its intention to do so.
4.3 Ending the Agreement does not affect either party’s accrued rights under the Agreement nor does it affect either party’s right to recover damages against the other party. All clauses, which say they will survive the Agreement, will still be in force after the Agreement ends.
5.1 Any notice or other document shall be sent to the address of the party as set out above (or such other address as the relevant party may notify to the other party) or sent electronically or sent by fax to (in either case) the last contact address or number that was notified to the sending party in writing. A notice is deemed to have been received: if delivered personally, at the time of delivery; or in the case of pre-paid first class post or recorded delivery, 48 hours from the date of posting; or in the case of electronically or by fax, at the time of transmission. If deemed receipt under this clause is not within business hours (meaning 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in England), then receipt will be 9.00 am on the next working day. To prove service, it is sufficient to prove that the envelope containing the notice was properly addressed and posted or that the notice was transmitted electronically or fax to last contact address or number that was notified to the sending party in writing.
6.1 ‘Confidential Information’ is information including (but not limited to) technical information, financial information, trade secrets and information of a commercial value of the party giving such information (or its clients or customers or suppliers) whether or not it is named as confidential information and in any form whatsoever. However, it does not include information that is public knowledge (now or in the future) or already known at the time that it is given which has been legally received from another source.
6.2 Save as provided in clause 6.3 we both agree that we will not (during the Agreement or at any time after it ends, unless the law requires otherwise) use, reveal or communicate to any person, any Confidential Information belonging to the other party (or its clients, customers or suppliers).
6.3 We may use any Confidential Information belonging to you if we need to do so to comply with any of our obligations to Central Government, the European Commission and/or a body authorised by them.
6.4 All records relating to the Agreement must be processed in a manner which maintains their confidentiality, integrity and appropriate availability.
7. The Law that Applies
7.1 The Agreement and any disputes or claims arising out of or in connection with its subject matter are governed by and construed in accordance with English law. Each party irrevocably agrees that the courts of England have jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement.
8. Changing this Agreement
8.1 The Agreement cannot be changed or cancelled unless we both agree in writing.
9. Events beyond our Control
9.1 The Agreement will not be broken if either of us fail to carry out our responsibilities because of events including (but not limited to): fire or storm; a breakdown of plant or machinery; strike lockout or other industrial dispute; war or civil unrest or any other similar events. If this happens, we must give each other notice, in writing of the reason. The Agreement will be suspended during the period (and only during this period) in which the reason continues. If the reason continues for 3 months or more, either party can terminate the Agreement by giving notice to the other party.
10. Invalid Clauses
10.1 If any clause of the Agreement is found by a court (or other competent authority) to be invalid or unenforceable, it will no longer form part of the Agreement and the other clauses will continue to apply. The parties will then negotiate to agree the terms of another clause to replace the one that has been removed.
11. Giving up the Right to Take Action
11.1 If we fail to take action against you for breaking any term under the Agreement, you cannot assume that we have given up the right to take action against you in the future for the same problem. Nor does it mean that we have given up all our other rights to take action against you. This clause also applies to your rights to take action against us.
12. Contracts (Rights of Third Parties) Act 1999
12.1 The parties agree that, a person who is not party to the Agreement has no right to enforce any of its terms.
13. Paying Amounts under the Agreement
13.1 You must pay us any money you owe us under the Agreement in full on the due date. If we owe you money, you cannot withhold money you owe us to cover this.
14. Entire Agreement
14.1 The Agreement together with the Terms and Conditions form the entire Agreement between the parties and replaces any Agreements, negotiations and discussions the parties may have had in the past.
15. Continuing Obligations
15.1 The parties agree to do everything that they can to carry out our responsibilities under the Agreement. Both parties agree to sign any documents that may reasonably be needed for meeting the intention of the Agreement.
16. Trying to Influence our Staff
16.1 You must not give (or agree to give) any of our employees, agents or representatives any gift of any kind as reward for doing (or not doing) any act in relation to the Agreement.
17.1 You must not buy or own any capital assets under the conditions of the Agreement without our prior written consent.
18. The Relationship between You and Us
18.1 You acknowledge to us that you are responsible for meeting all your statutory and legal requirements (including paying tax) in connection with your performance (or non-performance) under the Agreement. In the event that we suffer any loss whatsoever due to your failure to do so, you shall pay us in full for any and all such losses that we suffer (including any related costs).
19. Transferring the Agreement
19.1 You cannot assign, transfer or change the Agreement (or any obligations or benefits under the Agreement) in full or in part without our prior written consent.
20.1 You must provide us with evidence of adequate insurance cover from a reliable insurance company, to cover claims or demands which may be brought about or made against you or us for the death, injury, loss or damage in connection with your performance (or non-performance) under the Agreement. You must protect us at all times against any claims.
21. Conflict of Interest
21.1 You and your staff, including any sub-contractors or associates must disclose to us any conflict of interest in connection with the Agreement as soon as it becomes known. Any misuse of information for personal benefit will be treated as a serious breach and may result in the withdrawal of the Agreement and a claim against you.
22. Intellectual Property Rights
22.1 ‘Intellectual Property Rights’ means any and all patents, trade marks, service marks, copyright, database rights, moral rights, rights in design, know-how, confidential information and all or any other intellectual or industrial property rights whether or not registered or capable of registration in any part of the world together with all or any goodwill relating to them. ‘Documentation’ means any manuals, user guides, reports and other records in connection with the services in any form whatsoever.
22.2 All Intellectual Property Rights created by or on behalf of either party in relation to the Agreement will be owned by whichever party created them.
22.3 You grant us an exclusive licence to utilise, develop and exploit commercially, as we see fit, any Intellectual Property Rights created or owned by you on your behalf in connection with the Intellectual Property Rights and Documentation, on a perpetual world wide royalty free basis.
22.4 In the event that we suffer any loss whatsoever in respect of any claim that the normal operation, possession or use of any Intellectual Property Rights provided by you to us infringes the Intellectual Property Rights of a third party, you shall pay us in full for any and all such losses that we suffer (including any related costs).
23.1 The European Union rules on procurement apply to contracts that receive State Aid. Within the coverage of any European Union Regulations or Directives, contracts above certain limits are required to be advertised in the Official Journal of the European Union (‘OJ’). Bids for contracts must be assessed on an objective basis and contract awards should be published in the OJ. Payments will be reclaimed if it is found subsequently that the procurement rules have not been observed.
23.2 Organisations that are not financed or supervised by public sector bodies and commercial organisations in the private sector may not be covered by the procurement rules but are nonetheless expected to use fair and open practices including competitive tendering when letting contracts for which they intend to claim State Aid.
23.3 If you are not covered by the procurement rules we expect the following procurement procedures (or equivalent) to be adopted according to the estimated value (inc. VAT) of the contract at pre-tender stage. Your decision must demonstrate best value and you must keep records, which support your decision.
|Estimated Value||Tender Action Required|
|Below £250||No quote required|
|£251 up to £2,500||Single oral quote|
|£2,501 up to £15,000||Minimum of three quotes, based on clear written specification of requirement|
|£15,001 up to £50,000||Normally, minimum of 3 formal competitive tenders invited|
|£50,001 and over||Normally, 4 to 6 formal competitive tenders invited|
24. Invoice/Payment Arrangements
24.1 You shall invoice us for payment, as detailed in the Service Level Agreement. Payment will only be made on your invoice that is received by us within 1 calendar month of the completion date of your obligations.
24.2 Payments by us shall be made within 30 days of receipt of invoice and full supporting evidence/documentation as detailed in the Agreement. We shall arrange payment of sums due through the Bankers Automatic Clearing System (BACS).
24.3 You or your nominated representative or accountant shall certify on all invoices that the amounts claimed were expended wholly and necessarily by you in connection with the Services and in accordance with the Agreement and that the invoice does not include any costs being claimed from any other body or individual or from us within the terms of another Agreement.
24.5 Your invoices for payment under the Agreement should be forwarded to the Finance Department, Sheffield Chamber of Commerce and Industry, Albion House, Savile Street, Sheffield, S4 7UD. The contract referred to within the Agreement with relevant purchase order number should be referenced.
25. Eligible Costs
25.1 The net eligible costs shall be the costs, which are properly attributable, exclusively to the Services, excluding and deducting, as may be appropriate, from the amount of such costs:
25.1.1 input VAT paid in respect of eligible costs which is recoverable from HM Customs and Excise, however, VAT which cannot be recovered may be included;
25.1.2 any funding or other payment from any public authority received or receivable in respect of the Services.
25.2 We shall reimburse you for expenditure incurred for the purpose of providing the Services, providing that:
25.2.1 the expenditure falls within the headings and limits detailed in the Agreement; and
25.2.2 the expenditure is incurred and claims are made in accordance with the Agreement.
25.3 Where any expenditure in an invoice shall be in our judgement, excessive, having due regard for the purpose for which it was incurred, we may disallow the claim for that expenditure.
25.4 Only payments made by you from the Services Commencement Date will be eligible for funding. Any payments made before this date will be ineligible.
26. Accounts and Inspection
26.1 You shall maintain accounts for the project against expenditure headings in respect of all payments made by us under the Agreement.
26.2 All conditions relevant to payment of your Fees in the Agreement shall be required to be met in order to substantiate your invoices for payment and to provide an effective audit trail for the Secretary of State for Trade and Industry, the European Commission and any relevant Secretariats in the UK.
26.3 All such records shall be made available, at any reasonable time, for inspection or audit by our officials and representatives, Secretary of State for Trade and Industry, officials of the National Audit Office, the European Court of Auditors and the European Commission.
26.4 You shall ensure clients are aware of their contractual obligation to make records available as at clause 26.3.
27. Value Added Tax
27.1 It shall be your responsibility to comply with any VAT regulations with respect to claims/payments made under the Agreement. We shall not accept liability for amounts due to be paid by you and/or the client to HM Customs and Excise under the VAT regulations.
28. Recovery of Sums Due
28.1 Any sum paid that is paid in advance is on the strict condition that you shall comply with all your responsibilities under the Agreement. We shall be entitled to recover such advanced sum in the event of a breach of the Agreement by you.
28.2 Where, under the Agreement, any sum of money is recoverable from or payable by you, that sum may be deducted from any sum then due, or which at any later time may become due to you under the Agreement (or under any other Agreement or contractual arrangement with us).
28.3 We may also withhold or require repayment of any or all of the contribution claimed, in particular, if:
28.3.1 there is a substantial or material change in the nature, scale, costs or timing of the provision of the Services, for which prior written consent has not been obtained; or
28.3.2 there is unsatisfactory progress towards completing the delivery of the Services, defined as the failure to meet the aims, targets and outputs or the expenditure set out in the Agreement; or
28.3.3 any information provided in the Service proposal, tender information, claims/ payments or in supporting evidence or subsequent correspondence is found to be substantially incorrect or incomplete; or
28.3.4 you shall receive funding from other funding sources towards the Services’ own costs, intended to be funded, as detailed in the Agreement, unless the funding was taken into account in the funding arrangements in the Agreement; or
28.3.5 the assistance shall exceed European Union Aid Limits to the extent that any funding paid should not have been paid or if a decision of the European Commission or if the European Court of Justice requires payment to be withheld or recovered; or
28.3.6 There shall be evidence of irregularity, impropriety or negligence on your part.
29. Publicity Requirements
29.1 Sheffield Chamber of Commerce reserve the right to publish details of the services offered in this agreement, including your name and company name. You agree to such publicity being made.
29.2 Details of any publicity arranged for the Services must be provided to us for prior written approval before use and must comply with the requirements in the Agreement.
30. Branding Requirements
30.1 One of the key objectives of the Sheffield Chamber marketing and branding strategy is to match customer expectations of an effective, proactive service that meets their business needs. It is therefore essential that the use of the ‘Sheffield Chamber’ brand is monitored and controlled. To this end, any use of the brand by you must receive prior written approval from us before use.
31. Customer Satisfaction
31.1 Based on client contact information we will carry out customer satisfaction surveys on behalf of us in connection with the services provided by our partners/contractors. Such surveys will be carried out on an ad hoc basis throughout year and the results will be used to continuously improve and evaluate the service provided to our clients.
31.2 You hereby subscribe to the service standards specified in our Customer Charter.
32. Complaints Handling
32.1 All complaints must be handled within the process defined in our Customer Charter
32.2 You must inform us of all complaints received by you regarding the Service.
32.3 Any complaints which cannot be resolved satisfactorily by you must be passed to us for further investigation.