1. Definitions and Interpretation
In this Contract, unless the context requires otherwise, the following words and phrases shall have the following meanings:
| Defined term | Meaning |
|---|---|
| Award Date | means the date of the award of the Contract by the Council to the Contractor; |
| Award Letter | means the letter of award issued by the Council to the Contractor informing the Contractor that their Tender has been accepted. |
| Commercially Sensitive Information | means the information listed in the Freedom of Information Statement comprised information: a) Which is provided by the Contractor to the Council in confidence for the period set out in that Tender; and/or b) That constitutes a trade secret. |
| Commencement Date | means the date, as specified in the Award Letter, that the provision of the Deliverables commences. |
| Conditions | means the Council’s terms and conditions of purchase set out in this document. |
| Confidential Information | means all information disclosed by either party to the other in any form or manner, provided that each such item of information would appear to a reasonable person to be confidential or is specifically stated by the disclosing party to be confidential. |
| Conflict of Interest | a direct or indirect conflict between the financial, professional or personal interests of the Contractor or the Contractor's Staff and the duties owed to the Council under this Contract, in the reasonable opinion of the Council |
| Contract | means the document issued by the Council's Legal Team which shall include these Conditions and the Specification. |
| Contracting Authority | means contracting authorities as defined in Section 2 of the Procurement Act 2023 |
| Contract Manager | means the person(s) appointed by the Council to act on its behalf for the purpose of managing the Contract |
| Contract Period | means the period from the Commencement Date to: i. the end of the Initial Period; or ii. the end of any Subsequent Periods if the Council exercises any option to renew in line with Condition 3 or iii. such earlier date of termination or partial termination of the Contract in accordance with the provisions of the Contract. |
| Contract Price | means the price or prices (exclusive of any applicable VAT), payable to the Contractor as part of the Contract, for the full and proper performance by the Contractor of its obligations under the Contract |
| Contractor | means appointed by the Council for the performance of the Deliverables (including any successors) |
| Contractor's Representative | means a competent person appointed by the Contractor to be his representative in relation to the performance of the Contract who will receive and act on any directions given by the Contract Manager |
| Council | means Belfast City Council |
| DPA 2018 | means Data Protection Act 2018 UK |
| Data Loss Event | means any event that results, or may result, in unauthorised access to Personal Data held by the Processor under this Agreement, and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach |
| Data Protection Impact Assessment | means an assessment by the Controller carried out in accordance with Section 3 of the UK GDPR and sections 64 and 65 of the DPA 2018. Controller, Processor, Data Subject, Personal Data, Personal Data Breach, Data Protection Officer take the meaning given in the UK GDPR. |
| Data Protection Legislation | means (i) all applicable UK law relating to the processing of personal data and privacy, including but not limited to the UK GDPR, and the Data Protection Act 2018 to the extent that it relates to processing of personal data and privacy; and (ii) (to the extent that it may be applicable) the EU GDPR). The UK GDPR and EU GDPR are defined in section 3 of the Data Protection Act 2018. |
| Data Subject Access Request | means a request made by, or on behalf of, a Data Subject in accordance with rights granted pursuant to Data Protection Legislation to access their Personal Data. |
| Deliverables | means the Goods or Services or both as the case may be. |
| Environmental Information Regulations or EIR | means the Environmental Information Regulations 2004 and any guidance and/or codes of practice issued by the Information Commissioner or relevant government department in relation to such regulations. |
| FOIA | means the Freedom of Information Act 2000 and any subordinate legislation made under that Act from time to time together with any guidance and/or codes of practice issued by the Information Commissioner or relevant Government department in relation to such legislation. |
| Force Majeure |
means any event or sequence of events beyond a Party’s reasonable control and that could not have been reasonably anticipated or avoided and which prevents it from, or delays it in, performing its obligations under this Contract including, but not limited to: |
| GDPR | means the UK General Data Protection Regulation |
| Goods | means the goods as described in the Specification, or understood by the Parties to be included in the Goods, and to be supplied by the Contractor to the Council in accordance with the Contract. |
| Information | means all data and information which are embodied in any medium including all electronic, optical, magnetic or tangible media |
| Initial Period | means the period as detailed on the Award Letter not including any Subsequent Periods. |
| Intellectual Property Rights or IPRs |
(a) copyright, rights related to or affording protection similar to copyright, rights in databases, patents and rights in inventions, semi-conductor topography rights, trade marks, rights in internet domain names and website addresses and other rights in trade or business names, goodwill, designs, Know-How, trade secrets and other rights in Confidential Information; |
| Invitation to Tender (ITT)/Invitation to Quote (ITQ) | means the invitation sent to a potential Contractor to submit a Tender (above £30k requirement value) or Quotation (up to and including £30k requirement value ) |
| Joint Controllers | takes the meaning given Article 26 of the UK GDPR |
| Key Personnel | means any person who, in the Council's opinion, is fundamental to the performance of the Contract |
| Law Enforcement Processing | means processing under Part 3 of the DPA 2018. |
| Material Breach | means a single serious breach or a number of breaches or repeated breaches (whether of the same or different obligations and regardless of whether such breaches are remedied) |
| Month | means calendar month, unless otherwise stated |
| Party | means either the Contractor or the Council and includes that party’s personal representatives, successors and permitted assigns. "Parties" shall mean both of them where the context permits; |
| Personal Data | means personal data (as defined in the UK GDPR) which is Processed by the Contractor or any sub-contractor on behalf of the Council pursuant to or in connection with this Contract. |
| Premises | means any site/office/building occupied, owned or leased by the Council, or as described in the Contract. |
| Pricing Schedule | means the schedule returned by the Contractor in their Tender setting out the prices and/or rates which make up the Contract Price. |
| Process | has the meaning given to it under the UK GDPR and “Processed” and “Processing” shall be construed accordingly. |
| Programme | means any programme or timetable agreed by the Parties to the Contract which regulates or specifies the period or periods for the performance of the Deliverables or any part of them, together with any activities ancillary to the performance of the Deliverables or the preparation and submission of reports. |
| Property | means any property, other than real property and Intellectual Property Rights, issued or made available to the Contractor by the Council in connection with this Contract. |
| Protective Measures | means appropriate technical and organisational measures designed to ensure compliance with obligations of the Parties arising under Data Protection Legislation and this Contract which may include: pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the such measures adopted by it. |
| Purchase Order | means the Council’s order for the Deliverables which has a unique number and details the Deliverables to be provided by the Contractor to the Council in accordance with the terms of this Contract. |
| Relevant Requirements | means all applicable Laws relating to bribery, corruption and fraud, including the Bribery Act 2010 and any guidance issued by the Secretary of State for Justice pursuant to section 9 of the Bribery Act 2010. Which shall also include S.46-47 of the Northern Ireland Local Government Act 1972. |
| Request for Information | takes the meaning set out in the FOIA or the EIR as relevant (where the meaning set out for the term “request” will apply). |
| Services | means the services or works as detailed in the Specification which the Contractor is required to carry out under the Contract. |
| Specification | means the description of Deliverables to be performed under the Contract as is set out in the Document entitled Specification. |
| Staff | means all persons employed by the Contractor to perform its obligations under this Contract together with the Contractor’s servants, agents, contractors and sub-contractors used in the performance of its obligations under this Contract. |
| Sub-processor | means any third party appointed to process Personal Data on behalf of that Processor related to this Contract. |
| Subsequent Period(s) | means any option to extend the Contract in line with Condition 3 and the option to renew/ extension periods detailed in the Award Letter. |
| Tender | means the offer submitted by the Contractor to the Council in response to an ITT/ITQ to provide the Deliverables. |
| Transparency Information | (a) any information permitted or required to be published by the Procurement Act 2023, any regulations published under it, and any Government Procurement Policy guidance notes, subject to any exemptions set out in Sections 94 and 99 of the Procurement Act 2023 which shall be determined by the Council; or (b) any of the information that the Council is permitted or required to publish by the Procurement Act 2023, any regulations published under it and any Procurement Policy Notes, relating to the performance of the Supplier subject to any exemptions set out in Sections 94 and 99 of the Procurement Act 2023, or under the provisions of FOIA, which shall be determined by the Council. |
| TUPE | means the Transfer of Undertakings (Protection of Employment) Regulations 2006 and the Service Provision Change (Protection of Employment) Regulations (Northern Ireland) 2006. |
| Working Day | means Monday to Friday excluding Bank Holidays in Northern Ireland. |
1.2
Any reference to a "person" shall, as the context may require, be construed as a reference to any individual, firm, company, corporation, Government Department, Agency or any association or partnership (whether or not having a separate legal personality).
1.3
Unless the context requires otherwise, the singular shall include the plural and vice versa, and words expressed in any gender shall include any other gender.
1.4
The headings are inserted for convenience only and shall not affect the interpretation of the Contract.
1.5
Reference to any legislative requirement or similar instrument shall be deemed to include reference to any subsequent amendment to them.
1.6
Where there is any conflict between any terms and conditions of the Contractor and these Conditions, these Conditions will prevail.