"Achieve"

in respect of a Test, to successfully pass such Test withoutany Test Issues and in respect of a Milestone, the issue of a Satisfaction Certificate in respect of that Milestone and" Achieved" ," Achieving" and" Achievement" shall be construed accordingly;

"Additional Insurances"

insurance requirementsrelatingto an Order Contract specified inthe Order Form additional to those outlined in Joint Schedule 3 (InsuranceRequirements);

"Admin Fee"

means the costs incurred by CCS in dealing with Ml Failures calculated in accordance with the tariff of administration charges

published by the ccs on : h ttp://CCS.cabinetfofice.qov.uk/i-am-

supplier/manageme-nint formation/admi-nfees;

"Affected Party"

the Party seeking to claim relief in respect of a ForceMajeure Event;

"AffiIiates"

in relation to a body corporate, any other entity which directly or indirectly Controls, is Controlled by, or is under direct or indirect common Control of that body corporate from time to time;

"Annex"

extra information which supports a Schedule;

"Approval"

the prior written consent of the Buyer and" Approve" and" Approved"

shall be construed accordingly;

"Audit"

the Relevant Authority's right to:

a) verify the accuracy of the Charges and any other amounts payable by a Buyer under an Order Contract (including proposed or actual variations to them in accordancewith the Contract;)

1. verify the costs of the Supplier (including the costs of all Subcontractors and any third party suppliers) in connection with the provision of the Services;

2. verify the Open Book Data;

3. verify the Supplier's and each Subcontractor's compliance with the Contract and applicable Law;

4. identify or investigate actual or suspected breach of Clauses 27 to 33 and/or Joint Schedule 5 (Corporate Social Responsibility), impropriety or accounting mistakes or any breach or threatened breach of security and in these circumstances the Relevant Authority shall have no obligation to inform the Supplier of the purpose or objective of its investigations;

5. identify or investigate any circumstances which may impact upon the financial stability of the Supplier, any Guarantor, and/or any Subcontractors or their ability to provide the Deliverables;

6. obtain such information as is necessary to fulfil the Relevant Authority's obligations to supply information for parliamentary, ministerial, judicial or administrative purposes including the supply of information to the Comptroller and Auditor General;

7. review any books of account and the internal contract management accounts kept by the Supplier in connection with each Contract;

8. carry out the Relevant Authority's internal and statutory audits and to prepare, examine and/or certify the Relevant Authority's annual and interim reports and accounts;

9. enable the National Audit Office to carry out an examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Relevant Authority has used its resources; or

10. verify the accuracy and completeness of any Management Information delivered or required by the DPS Contract;

"Auditor"

1. the Relevant Authority's internal and external auditors;

2. the Relevant Authority's statutory or regulatory auditors;

3. the Comptroller and Auditor General, their staff and/or any appointed representatives of the National Audit Office;

4. HM Treasury or the Cabinet Office;

5. any party formally appointed by the Relevant Authority to carry out audit or similar review functions; and

6. successors or assigns of any of the above;

"Authority"

CCS and each Buyer;

"Authority Cause"

any breach of the obligations of the Relevant Authority or any other default, act, omission, negligence or statement of the Relevant

Authority, of its employees, servants, agents in connection with or in relation to the subject-matter of the Contract and in respect of which the Relevant Authority is liable to the Supplier;

"BACS"

the Bankers' Automated Clearing Services, which is a scheme for the electronic processing of financial transactions within the United Kingdom;

"Beneficiary"

a Party having (or claiming to have) the benefit of an indemnity under this Contract;

"Buyer"

the relevant public sector purchaser identified as such in the Order Form;

"Buyer Assets"

the Buyer's infrastructure, data, software, materials, assets, equipment or other property owned by and/or licensed or leased to the Buyer and which is or may be used in connection with the provision of the Deliverables which remain the property of the Buyer throughout the term of the Contract;

"Buyer Authorised Representative"

the representative appointed by the Buyer from time to time in relation to the Order Contract initially identified in the Order Form;

"Buyer Premises"

premises owned, controlled or occupied by the Buyer which are made available for use by the Supplier or its Subcontractors for the provision of the Deliverables (or any of them);

"CCS"

the Minister for the Cabinet Office as represented by Crown Commercial Service, which is an executive agency and operates as a trading fund of the Cabinet Office, whose offices are located at 9th Floor, The Capital, Old Hall Street, Liverpool L3 9PP;

"CCS Authorised Representative"

the representative appointed by CCS from time to time in relation to the DPS Contract initially identified in the DPS Appointment Form and subsequently on the Platform;

"Central Government Body"

a body listed in one of the following sub-categories of the Central Government classification of the Public Sector Classification Guide, as published and amended from time to time by the Office for National Statistics:

1. Government Department;

2. Non-Departmental Public Body or Assembly Sponsored Public Body (advisory, executive, or tribunal);

3. Non-Ministerial Department; or

4. Executive Agency;

"Change in Law"

any change in Law which impacts on the supply of the Deliverables and performance of the Contract which comes into force after the Start Date;

"Change of Control"

a change of control within the meaning of Section 450 of the Corporation Tax Act 201O;

"Charges"

the prices (exclusive of any applicable VAT), payable to the Supplier

by the Buyer under the Order Contract, as set out in the Order Form,

for the full and proper performance by the Supplier of its obligations under the Order Contract less any Deductions;

"Claim"

any claim which it appears that a Beneficiary is, or may become, entitled to indemnification under this Contract;

"Commercially Sensitive Information"

the Confidential Information listed in the DPS Appointment Form or Order Form (if any) comprising of commercially sensitive information relating to the Supplier, its IPR or its business or which the Supplier has indicated to the Authority that, if disclosed by the Authority, would cause the Supplier significant commercial disadvantage or material financial loss;

"Comparable Supply"

the supply of Deliverables to another Buyer of the Supplier that are the same or similar to the Deliverables;

"Compliance Officer"

the person(s) appointed by the Supplier who is responsible for ensuring that the Supplier complies with its legal obligations;

"Confidential Information"

means any information, however it is conveyed, that relates to the business, affairs, developments, trade secrets, Know-How, personnel and suppliers of CCS, the Buyer or the Supplier, including IPRs, together with information derived from the above, and any other information clearly designated as being confidential (whether or not it is marked as "confidential") or which ought reasonably to be considered to be confidential;

"Conflict of Interest"

a conflict between the financial or personal duties of the Supplier or the Supplier Staff and the duties owed to CCS or any Buyer under a Contract, in the reasonable opinion of the Buyer or CCS;

"Contract"

either the DPS Contract or the Order Contract, as the context requires;

"Contract Period"

the term of either a DPS Contract or Order Contract on and from the earlier of the:

1. applicable Start Date; or

2. the Effective Date

up to and including the applicable End Date;

"Contract Value"

the higher of the actual or expected total Charges paid or payable under a Contract where all obligations are met by the Supplier;

"Contract Year"

a consecutive period of twelve (12) Months commencing on the Start Date or each anniversary thereof;

"Control"

control in either of the senses defined in sections 450 and 1124 of the Corporation Tax Act 2010 and "Controlled" shall be construed accordingly;

"Controller"

has the meaning given to it in the UK GDPR;

"Core Terms"

CCS' terms and conditions for common goods and services which govern how Suppliers must interact with CCS and Buyers under DPS Contracts and Order Contracts;

"Costs"

the following costs (without double recovery) to the extent that they are reasonably and properly incurred by the Supplier in providingthe Deliverables:

1. the cost to the Supplier or the Key Subcontractor (as the context requires), calculated per Work Day, of engaging the Supplier Staff, including:

   1. base salary paid to the Supplier Staff;

   2. employer's National Insurance contributions;

   3. pension contributions;

   4. car allowances;

   5. any other contractual employment benefits;

   6. staff training;

   7. work place accommodation;

   8. work place IT equipment and tools reasonably necessary to provide the Deliverables (but not including items included within limb (b) below); and

   9. reasonable recruitment costs, as agreed with the Buyer;

2. costs incurred in respect of Supplier Assets which would be treated as capital costs according to generally accepted accounting principles within the UK, which shall include the cost to be charged in respect of Supplier Assets by the Supplier to the Buyer or (to the extent that risk and title in any Supplier Asset is not held by the Supplier) any cost actually incurred by the Supplier in respect of those Supplier Assets;

3. operational costs which are not included within (a) or (b) above, to the extent that such costs are necessary and properly incurred by the Supplier in the provision of the Deliverables; and

4. Reimbursable Expenses to the extent these have been specified as allowable in the Order Form and are incurred in delivering any Deliverables;

but excluding:

1. Overhead;

2. financing or similar costs;

3. maintenance and support costs to the extent that these relate to maintenance and/or support Deliverables provided beyond the Order Contract Period whether in relation to Supplier Assets or otherwise;

I) taxation;

1. fines and penalties;

2. amounts payable under Order Schedule 16 (Benchmarking) where such Schedule is used; and

o) non-cash items (including depreciation, amortisation, impairments and movements in provisions);

"CRTPA"

the Contract Rights of Third Parties Act 1999;

"Data Protection Impact Assessment"

an assessment by the Controller of the impact of the envisaged Processing on the protection of Personal Data;

"Data Protection Legislation"

(i) the UK GDPR as amended from time to time; (ii) the DPA 2018 to the extent that it relates to Processing of Personal Data and privacy;

(iii) all applicable Law about the Processing of Personal Data and privacy;

"Data Protection Liability Cap"

the amount specified in the DPS Appointment Form;

"Data Protection Officer"

has the meaning given to it in the UK GDPR;

"Data Subject"

has the meaning given to it in the UK GDPR;

"Data Subject Access Request"

a request made by, or on behalf of, a Data Subject in accordance with rights granted pursuant to the Data Protection Legislation to access their Personal Data;

"Deductions"

all Service Credits, Delay Payments (if applicable), or any other deduction which the Buyer is paid or is payable to the Buyer under an Order Contract;

"Default"

any breach of the obligations of the Supplier (including abandonment of a Contract in breach of its terms) or any other default (including material default), act, omission, negligence or statement of the Supplier, of its Subcontractors or any Supplier Staff howsoever arising in connection with or in relation to the subject-matter of a Contract and in respect of which the Supplier is liable to the Relevant Authority;

"Default Management Levy"

has the meaning given to it in Paragraph 8.1.1 of DPS Schedule 5 (Management Levy and Information);

"Delay Payments"

the amounts (if any) payable by the Supplier to the Buyer in respect of a delay in respect of a Milestone as specified in the Implementation Plan;

"Deliverables"

Goods and/or Services that may be ordered under the Contract including the Documentation;

"Delivery"

delivery of the relevant Deliverable or Milestone in accordance with the terms of an Order Contract as confirmed and accepted by the Buyer by either (a) confirmation in writing to the Supplier; or (b) where Order Schedule 13 (Implementation Plan and Testing) is used issue by the Buyer of a Satisfaction Certificate. "Deliver" and "Delivered" shall be construed accordingly;

"Disclosing Party"

the Party directly or indirectly providing Confidential Information to the other Party in accordance with Clause 15 (What you must keep confidential);

"Dispute"

any claim, dispute or difference (whether contractual or non- contractual) arising out of or in connection with the Contract or in connection with the negotiation, existence, legal validity, enforceability or termination of the Contract, whether the alleged liability shall arise under English law or under the law of some other country and regardless of whether a particular cause of action may successfully be brought in the English courts;

"Dispute Resolution Procedure"

the dispute resolution procedure set out in Clause 34 (Resolving disputes);

"Documentation"

descriptions of the Services and Service Levels, technical specifications, user manuals, training manuals, operating manuals, process definitions and procedures, system environment descriptions and all such other documentation (whether in hardcopy or electronic form) is required to be supplied by the Supplier to the Buyer under a Contract as:

1. would reasonably be required by a competent third party capable of Good Industry Practice contracted by the Buyer to develop, configure, build, deploy, run, maintain, upgrade and test the individual systems that provide the Deliverables

2. is required by the Supplier in order to provide the Deliverables; and/or

3. has been or shall be generated for the purpose of providing the Deliverables;

"DOTAS"

the Disclosure of Tax Avoidance Schemes rules which require a promoter of Tax schemes to tell HMRC of any specified notifiable arrangements or proposals and to provide prescribed information on those arrangements or proposals within set time limits as contained in Part 7 of the Finance Act 2004 and in secondary legislation made under vires contained in Part 7 of the Finance Act 2004 and as extended to National Insurance Contributions;

"DPA 2018"

the Data Protection Act 2018;

"DPS"

the dynamic purchasing system operated by CCS in accordance with Regulation 34 that this DPS Contract governs access to;

"DPS Application"

the application submitted by the Supplier to CCS and annexed to or referred to in DPS Schedule 2 (DPS Application);

"DPS Appointment Form"

the document outlining the DPS Incorporated Terms and crucial information required for the DPS Contract, to be executed by the Supplier and CCS and subsequently held on the Platform;

"DPS Contract"

the dynamic purchasing system access agreement established between CCS and the Supplier in accordance with ReQulation 34

by the DPS Appointment Form for the provision of the Deliverables to Buyers by the Supplier pursuant to the notice published on the Find a Tender Service;

"DPS Contract Period"

the period from the DPS Start Date until the End Date of the DPS Contract;

"DPS Expiry Date"

the date of the end of the DPS Contract as stated in the DPS Appointment Form;

"DPS Incorporated Terms"

the contractual terms applicable to the DPS Contract specified in the DPS Appointment Form;

"DPS Initial Period"

the initial term of the DPS Contract as specified in the DPS Appointment Form;

"DPS Optional Extension Period"

such period or periods beyond which the DPS Initial Period may be extended as specified in the DPS Appointment Form;

"DPS Pricing"

the maximum price(s) applicable to the provision of the Deliverables set out in DPS Schedule 3 (DPS Pricing);

"DPS

Registration"

the registration process a Supplier undertakes when submitting its details onto the Platform;

"DPS SQ

Submission"

the Supplier's selection questionnaire response;

"DPS Special Terms"

any additional terms and conditions specified in the DPS Appointment Form incorporated into the DPS Contract;

"DPS Start Date"

the date of start of the DPS Contract as stated in the DPS Appointment Form;

"Due Diligence Information"

any information supplied to the Supplier by or on behalf of the Authority prior to the Start Date;

"Effective Date"

the date on which the final Party has signed the Contract;

"EIR"

the Environmental Information Regulations 2004;

"Electronic Invoice"

an invoice which has been issued, transmitted and received in a structured electronic format which allows for its automatic and electronic processing and which complies with (a) the European standard and (b) any of the syntaxes published in Commission Implementing Decision (EU) 2017/1870;

"Employment Regulations"

the Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) as amended or replaced or any other Regulations implementing the European Council Directive 77/187/EEC;

"End Date"

the earlier of:

1. the Expiry Date (as extended by any Extension Period exercised by the Relevant Authority under Clause 10.1.2); or

2. if a Contract is terminated before the date specified in (a) above, the date of termination of the Contract;

"Environmental Policy"

to conserve energy, water, wood, paper and other resources, reduce waste and phase out the use of ozone depleting substances and minimise the release of greenhouse gases, volatile organic compounds and other substances damaging to health and the environment, including any written environmental policy of the Buyer;

"Equality and Human Rights Commission"

the UK Government body named as such as may be renamed or replaced by an equivalent body from time to time;

"Estimated Year 1 Contract Charges"

the anticipated total charges payable by the Supplier in the first Contract Year specified in the Order Form;

"Estimated Yearly Charges"

means for the purposes of calculating each Party's annual liability under clause 11.2 :

1. in the first Contract Year, the Estimated Year 1 Contract Charges; or

2. in any subsequent Contract Years, the Charges paid or payable in the previous Contract Year; or

3. after the end of the Contract, the Charges paid or payable in the last Contract Year during the Contract Period;

"Existing IPR"

any and all IPR that are owned by or licensed to either Party and which are or have been developed independently of the Contract (whether prior to the Start Date or otherwise);

"Exit Day"

shall have the meaning in the European Union (Withdrawal) Act 2018;

"Expiry Date"

the DPS Expiry Date or the Order Expiry Date (as the context dictates);

"Extension Period"

the DPS Optional Extension Period or the Order Optional Extension Period as the context dictates;

"Filter Categories"

the number of categories specified in DPS Schedule 1 (Specification), if applicable;

"FOIA"

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 Event"

any event outside the reasonable control of either Party affecting its performance of its obligations under the Contract arising from acts, events, omissions, happenings or non-happenings beyond its reasonable control and which are not attributable to any wilful act, neglect or failure to take reasonable preventative action by that Party, including:

a) riots, civil commotion, war or armed conflict;

1. acts of terrorism;

2. acts of government, local government or regulatory bodies;

3. fire, flood, storm or earthquake or other natural disaster,

but excluding any industrial dispute relating to the Supplier, the Supplier Staff or any other failure in the Supplier or the Subcontractor's supply chain;

"Force Majeure Notice"

a written notice served by the Affected Party on the other Party stating that the Affected Party believes that there is a Force Majeure Event;

"General Anti- Abuse Rule"

1. the legislation in Part 5 of the Finance Act 2013; and

2. any future legislation introduced into parliament to counteract Tax advantages arising from abusive arrangements to avoidNational Insurance contributions;

"General Change in Law"

a Change in Law where the change is of a general legislative nature (including Tax or duties of any sort affecting the Supplier) or which affects or relates to a Comparable Supply;

"Goods"

goods made available by the Supplier as specified in DPS Schedule 1 (Specification) and in relation to an Order Contract as specified in the Order Form ;

"Good Industry Practice"

standards, practices, methods and procedures conforming to the Law and the exercise of the degree of skill and care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person or body engaged within the relevant industry or business sector;

"Government"

the government of the United Kingdom (including the Northern Ireland Assembly and Executive Committee, the Scottish Government and the National Assembly for Wales), including government ministers and government departments and other bodies, persons, commissions or agencies from time to time carrying out functions on its behalf;

"Government Data"

the data, text, drawings, diagrams, images or sounds (together with any database made up of any of these) which are embodied in any electronic, magnetic, optical or tangible media, including any of the Authority's Confidential Information, and which:

1. are supplied to the Supplier by or on behalf of the Authority; or

2. the Supplier is required to generate, process, store or transmit pursuant to a Contract;

"Guarantor"

the person (if any) who has entered into a guarantee in the form set out in Joint Schedule 8 (Guarantee) in relation to this Contract;

"Halifax Abuse Principle"

the principle explained in the CJEU Case C-255/02 Halifax and others;

"HMRC"

Her Majesty's Revenue and Customs;

"ICT Policy"

the Buyer's policy in respect of information and communications technology, referred to in the Order Form, which is in force as at the Order Start Date (a copy of which has been supplied to the Supplier), as updated from time to time in accordance with the Variation Procedure;

"Impact Assessment"

an assessment of the impact of a Variation request by the Relevant Authority completed in good faith, including:

1. details of the impact of the proposed Variation on the Deliverables and the Supplier's ability to meet its other obligations under the Contract;

2. details of the cost of implementing the proposed Variation;

1. details of the ongoing costs required by the proposed Variation when implemented, including any increase or decrease in the DPS Pricing/Charges (as applicable), any alteration in the resources and/or expenditure required by either Party and any alteration to the working practices of either Party;

2. a timetable for the implementation, together with any proposals for the testing of the Variation; and

3. such other information as the Relevant Authority may reasonably request in (or in response to) the Variation request;

"Implementation Plan"

the plan for provision of the Deliverables set out in Order Schedule 13 (Implementation Plan and Testing) where that Schedule is used or otherwise as agreed between the Supplier and the Buyer;

"lndemnifier"

a Party from whom an indemnity is sought under this Contract;

"Independent Control"

where a Controller has provided Personal Data to another Party which is not a Processor or a Joint Controller because the recipient itself determines the purposes and means of Processing but does so separately from the Controller providing it with Personal Data and "Independent Controller" shall be construed accordingly;

"Indexation"

the adjustment of an amount or sum in accordance with DPS Schedule 3 (DPS Pricing) and the relevant Order Form;

"Information"

has the meaning given under section 84 of the Freedom of Information Act 2000;

"Information Commissioner"

the UK's independent authority which deals with ensuring information relating to rights in the public interest and data privacy for individuals is met, whilst promoting openness by public bodies;

"Initial Period"

the initial term of a Contract specified on the Platform or the Order Form, as the context requires;

"Insolvency Event"

with respect to any person, means:

(a) that person 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:

1. (being a company or a LLP) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or

2. (being a partnership) is deemed unable to pay its debts within the meaning of section 222 of the Insolvency Act 1986;

1. that person commences negotiations with one or more of its creditors (using a voluntary arrangement, scheme of arrangement or otherwise) with a view to rescheduling any of its debts, ormakes a proposal for or enters into any compromise or arrangement with one or more of its creditors or takes any step to obtain a moratorium pursuant to Section 1A and Schedule A1 of the Insolvency Act 1986 other than (in the case of a company, a LLP or a partnership) for the sole purpose of a scheme for a solvent amalgamation of that person with one or more other companies or the solvent reconstruction of that person;

2. another person becomes entitled to appoint a receiver over the assets of that person or a receiver is appointed over the assets of that person;

3. a creditor or encumbrancer of that person attaches or takes possession of, or a distress, execution or other such process is levied or enforced on or sued against, the whole or any part of that person's assets and such attachment or process is not discharged within 14 days;

4. that person suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;

5. where that person is a company, a LLP or a partnership:

1. a petition is presented (which is not dismissed within 14 days of its service), a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that person other than for the sole purpose of a scheme for a solvent amalgamation of that person with one or more other companies or the solvent reconstruction of that person;

2. 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 filed at Court or given or if an administrator is appointed, over that person;

3. (being a company or a LLP) the holder of a qualifying floating charge over the assets of that person has become entitled to appoint or has appointed an administrative receiver; or

4. (being a partnership) the holder of an agricultural floating charge over the assets of that person has become entitled to appoint or has appointed an agricultural receiver; or

(g) any event occurs, or proceeding is taken, with respect to that person in any jurisdiction to which it is subject that has an effect equivalentor similar to any of the events mentioned above;

"Installation Works"

all works which the Supplier is to carry out at the beginning of the

Order Contract Period to install the Goods in accordance with the Order Contrac;t

"Intellectual Property Rights" or "IPR"

I) copyrigh,t rights related to or affording protection similar to copyrigh,t 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;

1. applications for registration, and the right to apply for registration, for any of the rights listed at (a) that are capable of being registered in any country or jurisdiction; and

2. all other rights having equivalent or similar effect in any country or jurisdiction;

"Invoicing Address"

the address to which the Supplier shall invoice the Buyer as specified in the Order Form;

"IPR Claim"

any claim of infringement or alleged infringement (including the defence of such infringement or alleged infringement) of any IPR, used to provide the Deliverables or otherwise provided and/or licensed by the Supplier (or to which the Supplier has provided access) to the RelevantAuthority in the fulfilment of its obligations under a Contrac;t

"IR35"

the off-payroll rules requiring individuals who work through their company pay the same income tax and National Insurance

contributions as an employee which can be found online at: httos://www.aov.uk/auidance/ir35-find-out-if-it-aoolies;

"Joint Controller Agreement"

the agreement (if any) entered into between the Relevant Authority and the Supplier substantially in the formset out in Annex 2 of Joint Schedule 11 (Processing Data );

" Joint Controllers"

where two or more Controllersjointly determine the purposes and means of Processing;

"Joint Development "

Services created by the Supplier with input from the public sector by way of creative control or contribuitons of Know-How or IntellectualProperty Rights;

"Key Staff"

the individuals (if any) identified as such in the Order Form;

"Key Sub- Contract"

each Sub-Contract with a Key Subcontractor;

"Key Subcontractor"

any Subcontracto:r

o) which is relied upon to deliver any work package within the Deliverables in their entirety; and/or

1. which, in the opinion of CCS or the Buyer performs (or would perform if appointed) a critical role in the provision of all or any part of the Deliverables; and/or

2. with a Sub-Contract with a contract value which at the time of appointment exceeds (or would exceed if appointed) 10% of the aggregate Charges forecast to be payable under the Order Contract,

and the Supplier shall list all such Key Subcontractors on the Platform and in the Key Subcontractor Section in the Order Form;

"Know-How"

all ideas, concepts, schemes, information, knowledge, techniques, methodology, and anything else in the nature of know-how relating to the Deliverables but excluding know-how already in the other Party's possession before the applicable Start Date;

"Law"

any law, subordinate legislation within the meaning of Section 21(1) of the Interpretation Act 1978, bye-law, regulation, order, regulatory policy, mandatory guidance or code of practice, judgment of a relevant court of law, or directives or requirements with which the relevant Party is bound to comply;

"Losses"

all losses, liabilities, damages, costs, expenses (including legal fees), disbursements, costs of investigation, litigation, settlement, judgment, interest and penalties whether arising in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise and "Loss" shall be interpreted accordingly;

"Management Information" or "Ml"

the management information specified in DPS Schedule 5 (Management Levy and Information);

"Management Levy"

the sum specified on the Platform payable by the Supplier to CCS in accordance with DPS Schedule 5 (Management Levy and Information);

"Ml Default"

means when two (2) Ml Reports are not provided in any rolling six

(6) month period

"Ml Failure"

means when an Ml report:

1. contains any material errors or material omissions or a missing mandatory field; or

2. is submitted using an incorrect Ml reporting Template; or

3. is not submitted by the reporting date (including where a declaration of no business should have been filed);

"Ml Report"

means a report containing Management Information submitted to the Authority in accordance with DPS Schedule 5 (Management Levy and Information);

"Ml Reporting Template"

means the form of report set out in the Annex to DPS Schedule 5 (Management Levy and Information) setting out the information the Supplier is required to supply to the Authority;

"Milestone"

an event or task described in the Implementation Plan;

"Milestone Date"

the target date set out against the relevant Milestone in the Implementation Plan by which the Milestone must be Achieved;

"Month"

a calendar month and "Monthly" shall be interpreted accordingly;

"National Insurance"

contributions required by the Social Security Contributions and Benefits Act 1992 and made in accordance with the Social Security (Contributions) Regulations 2001 (SI 2001/1004);

"New IPR"

1. IPR in items created by the Supplier (or by a third party on behalf of the Supplier) specifically for the purposes of a Contract and updates and amendments of these items including (but not limited to) database schema; and/or

2. IPR in or arising as a result of the performance of the Supplier's obligations under a Contract and all updates and amendments to the same;

but shall not include the Supplier's Existing IPR;

"Occasion of Tax Non-Compliance"

where:

1. any Tax return of the Supplier submitted to a Relevant Tax Authority on or after 1 October 2012 is found on or after 1 April 2013 to be incorrect as a result of:

   1. a Relevant Tax Authority successfully challenging the Supplier under the General Anti-Abuse Rule or the Halifax Abuse Principle or under any Tax rules or legislation in any jurisdiction that have an effect equivalent or similar to the General Anti-Abuse Rule or the Halifax Abuse Principle;

   2. the failure of an avoidance scheme which the Supplier was involved in, and which was, or should have been, notified to a Relevant Tax Authority under the DOTAS or any equivalent or similar regime in any jurisdiction; and/or

2. any Tax return of the Supplier submitted to a Relevant Tax Authority on or after 1 October 2012 which gives rise, on or after 1 April 2013, to a criminal conviction in any jurisdiction for Tax related offences which is not spent at the Start Date or to a civil penalty for fraud or evasion;

"Open Book Data

"

complete and accurate financial and non-financial information which is sufficient to enable the Buyer to verify the Charges already paid or payable and Charges forecast to be paid during the remainder of the Order Contract, including details and all assumptions relating to:

1. the Supplier's Costs broken down against each Good and/or Service and/or Deliverable, including actual capital expenditure (including capital replacement costs) and the unit cost and total actual costs of all Deliverables;

2. operating expenditure relating to the provision of the Deliverables including an analysis showing:

1. the unit costs and quantity of Goods and any other consumables and bought-in Deliverables;

2. staff costs broken down into the number and grade/role of all Supplier Staff (free of any contingency) together with a list of agreed rates against each grade;

3. a list of Costs underpinning those rates for each grade, being the agreed rate less the Supplier Profit Margin; and

4. Reimbursable Expenses, if allowed under the Order Form; aa) Overheads;

bb) all interest, expenses and any other third party financing costs incurred in relation to the provision of the Deliverables;

cc) the Supplier Profit achieved over the DPS Contract Period and on an annual basis;

dd) confirmation that all methods of Cost apportionment and Overhead allocation are consistent with and not more onerous than such methods applied generally by the Supplier;

ee) an explanation of the type and value of risk and contingencies associated with the provision of the Deliverables, including the amount of money attributed to each risk and/or contingency; and

ff) the actual Costs profile for each Service Period;

"Order"

means an order for the provision of the Deliverables placed by a Buyer with the Supplier under a Contract;

"Order Contract"

the contract between the Buyer and the Supplier (entered into pursuant to the provisions of the DPS Contract), which consists of the terms set out and referred to in the Order Form;

"Order Contract Period"

the Contract Period in respect of the Order Contract;

"Order Expiry Date"

the date of the end of an Order Contract as stated in the Order Form;

"Order Form"

a completed Order Form Template (or equivalent information issued by the Buyer) used to create an Order Contract;

"Order Form Template"

the template in DPS Schedule 6 (Order Form Template and Order Schedules);

"Order Incorporated Terms"

the contractual terms applicable to the Order Contract specified under the relevant heading in the Order Form;

"Order Initial Period"

the Initial Period of an Order Contract specified in the Order Form;

"Order Optional Extension Period"

such period or periods beyond which the Order Initial Period may be extended as specified in the Order Form;

"Order Procedure"

the process for awarding an Order Contract pursuant to Clause 2 (How the contract works) and DPS Schedule 7 (Order Procedure);

"Order Special Terms"

any additional terms and conditions specified in the Order Form incorporated into the applicable Order Contract;

"Order Start Date"

the date of start of an Order Contract as stated in the Order Form;

"Order Tender"

the tender submitted by the Supplier in response to the Buyer's Statement of Requirements following an Order Procedure and set out at Order Schedule 4 (Order Tender);

"Other Contracting Authority"

any actual or potential Buyer under the DPS Contract;

"Overhead"

those amounts which are intended to recover a proportion of the Supplier's or the Key Subcontractor's (as the context requires) indirect corporate costs (including financing, marketing, advertising, research and development and insurance costs and any fines or penalties) but excluding allowable indirect costs apportioned to facilities and administration in the provision of Supplier Staff and accordingly included within limb (a) of the definition of "Costs";

"Parliament"

takes its natural meaning as interpreted by Law;

"Party"

in the context of the DPS Contract, CCS or the Supplier, and in the in the context of an Order Contract the Buyer or the Supplier. " Parties" shall mean both of them where the context permits;

"Performance Indicators" or "Pis"

the performance measurements and targets in respect of the Supplier's performance of the DPS Contract set out in DPS Schedule 4 (DPS Management);

"Personal Data"

has the meaning given to it in the UK GDPR;

"Personal Data Breach"

has the meaning given to it in the UK GDPR;

"Personnel"

all directors, officers, employees, agents, consultants and suppliers of a Party and/or of any Subcontractor and/or Subprocessor engaged in the performance of its obligations under a Contract;

"Platform"

the online application operated on behalf of CCS to facilitate the technical operation of the DPS;

"Prescribed Person"

a legal adviser, an MP or an appropriate body which a whistle- blower may make a disclosure to as detailed in 'Whistleblowing: list of prescribed people and bodies', 24 November 2016, available

online at: httos://www.aov.uk/aovernment/oublications/blowina-the-

whistle-list-of-orescribed-oeoole-and-bodies--2/whistleblowina-list-

of-orescribed-oeoole-and-bodies;

"Processing"

has the meaning given to it in the UK GDPR;

"Processor"

has the meaning given to it in the UK GDPR;

"Progress Meeting"

a meeting between the Buyer Authorised Representative and the Supplier Authorised Representative;

"Progress Meeting Frequency"

the frequency at which the Supplier shall conduct a Progress Meeting in accordance with Clause 6.1 as specified in the Order Form;

"Progress Report"

a report provided by the Supplier indicating the steps taken to achieve Milestones or delivery dates;

"Progress Report Frequency"

the frequency at which the Supplier shall deliver Progress Reports in accordance with Clause 6.1 as specified in the Order Form;

"Prohibited Acts"

gg) to directly or indirectly offer, promise or give any person working for or engaged by a Buyer or any other public body a financial or other advantage to:

1. induce that person to perform improperly a relevant function or activity; or

2. reward that person for improper performance of a relevant function or activity;

hh) to directly or indirectly request, agree to receive or accept any financial or other advantage as an inducement or a reward for improper performance of a relevant function or activity in connection with each Contract; or

1. committing any offence:

   1. under the Bribery Act 2010 (or any legislation repealed or revoked by such Act); or

   2. under legislation or common law concerning fraudulent acts; or

   3. defrauding, attempting to defraud or conspiring to defraud a Buyer or other public body; or

jj) any activity, practice or conduct which would constitute one of the offences listed under (c) above if such activity, practice or conduct had been carried out in the UK;

"Protective Measures"

appropriate technical and organisational measures 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 including those outlined in DPS Schedule 9 (Cyber Essentials Scheme), if applicable, in the case of the DPS Contract or Order Schedule 9 (Security), if applicable, in the case of an Order Contract;

"Recall"

a request by the Supplier to return Goods to the Supplier or the

manufacturer after the discovery of safety issues or defects

(including defects in the right IPR rights) that might endanger health or hinder performance;

"Recipient Party"

the Party which receives or obtains directly or indirectly Confidential Information;

"Rectification Plan"

the Supplier's plan (or revised plan) to rectify it's breach using the template in Joint Schedule 10 (Rectification Plan) which shall include:

kk) full details of the Default that has occurred, including a root cause analysis;

II) the actual or anticipated effect of the Default; and

mm) the steps which the Supplier proposes to take to rectify the Default (if applicable) and to prevent such Default from recurring, including timescales for such steps and for the rectification of the Default (where applicable);

"Rectification Plan Process"

the process set out in Clause 10.3.1 to 10.3.4 (Rectification Plan Process);

"Regulations"

the Public Contracts Regulations 2015 and/or the Public Contracts (Scotland) Regulations 2015 (as the context requires);

"Reimbursable Expenses"

the reasonable out of pocket travel and subsistence (for example, hotel and food) expenses, properly and necessarily incurred in the performance of the Services, calculated at the rates and in accordance with the Buyer's expenses policy current from time to time, but not including:

nn) travel expenses incurred as a result of Supplier Stafftravelling to and from their usual place of work, or to and from the premises at which the Services are principally to be performed, unless the Buyer otherwise agrees in advance in writing; and

oo) subsistence expenses incurred by Supplier Staff whilst performing the Services at their usual place of work, or to and from the premises at which the Services are principally to be performed;

"Relevant Authority"

the Authority which is party to the Contract to which a right or obligation is owed, as the context requires;

"Relevant Authority's Confidential Information"

pp) all Personal Data and any information, however it is conveyed, that relates to the business, affairs, developments, property rights, trade secrets, Know-How and IPR of the Relevant Authority (including all Relevant Authority Existing IPR and New IPR);

qq) any other information clearly designated as being confidential (whether or not it is marked "confidential") or which ought reasonably be considered confidential which comes (or has come) to the Relevant Authority's attention or into the Relevant Authority's possession in connection with a Contract; and

information derived from any of the above;

"Relevant Requirements"

all applicable Law relating to bribery, corruption and fraud, including the Bribery Act 201O and any guidance issued by the Secretary of State pursuant to section 9 of the Bribery Act 201O;

"Relevant Tax Authority"

HMRC, or, if applicable, the tax authority in the jurisdiction in which the Supplier is established;

"Reminder Notice"

a notice sent in accordance with Clause 10.5 given by the Supplier to the Buyer providing notification that payment has not been received on time;

"Replacement Deliverables"

any deliverables which are substantially similar to any of the Deliverables and which the Buyer receives in substitution for anyof the Deliverables following the Order Expiry Date, whether those goods are provided by the Buyer internally and/or by any third party;

"Replacement Subcontractor"

a Subcontractor of the Replacement Supplier to whomTransferring Supplier Employees will transfer on a Service Transfer Date (or any Subcontractor of any such Subcontractor);

"Replacement Supplier"

any third party provider of Replacement Deliverables appointed by or at the direction of the Buyer from time to time or where the Buyer is providing Replacement Deliverables for its own account, shall also include the Buyer;

"Request For Information"

a request for information or an apparent request relating to a Contract for the provision of the Deliverables or an apparent request for such information under the FOIA or the ElRs;

"Required Insurances"

the insurances required by Joint Schedule 3 (Insurance Requirements) or any additional insurances specified in the Order Form;

"Satisfaction Certificate"

the certificate (materially in the form of the document contained in Part B of Order Schedule 13 (Implementation Plan and Testing) or as agreed by the Parties where Order Schedule 13 is not used in this Contract) granted by the Buyer when the Supplier has met all of the requirements of an Order, Achieved a Milestone or a Test;

"Security Management Plan"

the Supplier's security management plan prepared pursuant to Order Schedule 9 (Security) (if applicable);

"Security Policy"

the Buyer's security policy, referred to in the Order Form, in force as at the Order Start Date (a copy of which has been supplied to the Supplier), as updated from time to time and notified to the Supplier;

"Self Audit Certificate"

means the certificate in the form as set out in DPS Schedule 8 (Self Audit Certificate);

"Serious Fraud Office"

the UK Government body named as such as may be renamed or replaced by an equivalent body from time to time;

"Service Levels"

any service levels applicable to the provision of the Deliverables under the Order Contract (which, where Order Schedule 14 (Service

Levels) is used in this Contract, are specified in the Annex to Part A of such Schedule);

"Service Period"

has the meaning given to it in the Order Form;

"Services"

services and software functionality made available by the Supplier as specified in DPS Schedule 1 (Specification) and in relation to an Order Contract as specified in the Order Form;

"Service Transfer"

any transfer of the Deliverables (or any part of the Deliverables), for whatever reason, from the Supplier or any Subcontractor to a Replacement Supplier or a Replacement Subcontractor;

"Service Transfer Date"

the date of a Service Transfer;

"Sites"

any premises (including the Buyer Premises, the Supplier's premises or third party premises) from, to or at which:

rr) the Deliverables are (or are to be) provided; or

ss) the Supplier manages, organises or otherwise directs the provision or the use of the Deliverables;

"SME"

an enterprise falling within the category of micro, small and medium sized enterprises defined by the Commission Recommendation of 6 May 2003 concerning the definition of micro, small and medium enterprises;

"Special Terms"

any additional Clauses set out in the DPS Appointment Form or Order Form which shall form part of the respective Contract;

"Specific Change in Law"

a Change in Law that relates specifically to the business of the Buyer and which would not affect a Comparable Supply where the effect of that Specific Change in Law on the Deliverables is not reasonably foreseeable at the Start Date;

"Specification"

the specification set out in DPS Schedule 1 (Specification), as may, in relation to an Order Contract, be supplemented by the Order Form;

"Standards"

any:

tt) standards published by BSI British Standards, the National Standards Body of the United Kingdom, the International Organisation for Standardisation or other reputable orequivalent bodies (and their successor bodies) that a skilled and experienced operator in the same type of industry or business sector as the Supplier would reasonably and ordinarily be expected to comply with;

uu) standards detailed in the specification in DPS Schedule 1 (Specification);

vv) standards detailed by the Buyer in the Order Form or agreed between the Parties from time to time;

ww) relevant Government codes of practice and guidance applicable from time to time;

"Start Date"

in the case of the DPS Contract, the date specified on the DPS Appointment Form, and in the case of an Order Contract, the date specified in the Order Form;

"Statement of Requirements"

a statement issued by the Buyer detailing its requirements in respect of Deliverables issued in accordance with the Order Procedure;

"Storage Media"

the part of any device that is capable of storing and retrieving data;

"Sub-Contract"

any contract or agreement (or proposed contract or agreement), other than an Order Contract or the DPS Contract, pursuant to which a third party:

xx) provides the Deliverables (or any part of them);

yy) provides facilities or services necessary for the provision of the Deliverables (or any part of them); and/or

zz) is responsible for the management, direction or control of the provision of the Deliverables (or any part of them);

"Subcontractor"

any person other than the Supplier, who is a party to a Sub-Contract and the servants or agents of that person;

"Subprocessor"

any third party appointed to process Personal Data on behalf of that Processor related to a Contract;

"Supplier"

the person, firm or company identified in the DPS Appointment Form;

"Supplier Assets"

all assets and rights used by the Supplier to provide the Deliverables in accordance with the Order Contract but excluding the Buyer Assets;

"Supplier Authorised Representative"

the representative appointed by the Supplier named in the DPS Appointment Form, or later defined in an Order Contract;

"Supplier's Confidential Information"

aaa) any information, however it is conveyed, that relates to the business, affairs, developments, IPR of the Supplier (including the Supplier Existing IPR) trade secrets, Know-How, and/or personnel of the Supplier;

bbb) any other information clearly designated as being confidential (whether or not it is marked as "confidential") or which ought reasonably to be considered to be confidential and which comes (or has come) to the Supplier's attention or into the Supplier's possession in connection with a Contract;

ccc) Information derived from any of (a) and (b) above;

"Supplier's Contract

the person identified in the Order Form appointed by the

Supplier to oversee the operation of the Order Contract and any alternative person whom the Supplier intends to

Manage r"

appoint to the role, provided that the Supplier informs the Buyer prior to the appointment;

"Supplier Equipment"

the Supplier's hardware, computer and telecoms devices, equipment, plant, materials and such other items supplied and used by the Supplier (but not hired, leased or loaned from the Buyer) in the performance of its obligations under this Order Contract;

"Supplier Marketing Contact"

shall be the person identified in the DPS Appointment Form;

"Supplier Non- Performance"

where the Supplier has failed to:

ddd) Achieve a Milestone by its Milestone Date;

eee) provide the Goods and/or Services in accordance with the Service Levels ; and/or

fff)comply with an obligation under a Contract;

"Supplier Profit"

in relation to a period, the difference between the total Charges (in nominal cash flow terms but excluding any Deductions and total Costs (in nominal cash flow terms) in respect of an Order Contract for the relevant period;

"Supplier Profit Margin"

in relation to a period or a Milestone (as the context requires), the Supplier Profit for the relevant period or in relation to the relevant Milestone divided by the total Charges over the same period or in relation to the relevant Milestone and expressed as a percentage;

"Supplier Staff"

all directors, officers, employees, agents, consultants and contractors of the Supplier and/or of any Subcontractor engaged in the performance of the Supplier's obligations under a Contract;

"Supply Chain Information Report Template"

the document at Annex 1 of Joint Schedule 12 (Supply Chain Visibility);

"Supporting Documentation"

sufficient information in writing to enable the Buyer to reasonably assess whether the Charges, Reimbursable Expenses and other sums due from the Buyer under the Order Contract detailed in the information are properly payable;

"Tax"

ggg) all forms of taxation whether direct or indirect;

hhh) national insurance contributions in the United Kingdom and similar contributions or obligations in any other jurisdiction;

iii) all statutory, governmental, state, federal, provincial, local government or municipal charges, duties, imports, contributions. levies or liabilities (other than in return for goods or services supplied or performed or to be performed) and withholdings; and

jjj) any penalty, fine, surcharge, interest, charges or costs relating to any of the above,

in each case wherever chargeable and whether of the United Kingdom and any other jurisdiction;

"Termination Notice"

a written notice of termination given by one Party to the other, notifying the Party receiving the notice of the intention of the Party giving the notice to terminate a Contract on a specified date and setting out the grounds for termination;

"Test Issue"

any variance or non-conformity of the Deliverables from their requirements as set out in an Order Contract;

"Test Plan"

a plan:

kkk) for the Testing of the Deliverables; and

Ill) setting out other agreed criteria related to the achievement of Milestones;

"Tests "

any tests required to be carried out pursuant to an Order Contract as set out in the Test Plan or elsewhere in an Order Contract and "Tested" and "Testing" shall be construed accordingly;

"Third Party IPR"

Intellectual Property Rights owned by a third party which is or will be used by the Supplier for the purpose of providing the Deliverables;

"Transferring Supplier Employees"

those employees of the Supplier and/or the Supplier's Subcontractors to whom the Employment Regulations will apply on the Service Transfer Date;

"Transparency Information"

the Transparency Reports and the content of a Contract, including any changes to this Contract agreed from time to time, except for -

© any information which is exempt from disclosure in accordance with the provisions of the FOIA, which shall be

determined by the Relevant Authority; and

© Commercially Sensitive Information;

"Transparency Reports"

the information relating to the Deliverables and performance of the Contracts which the Supplier is required to provide to the Buyer in accordance with the reporting requirements in Order Schedule 1 (Transparency Reports);

"UK GDPR"

the retained EU law version of the General Data Protection Regulation (Regulation (EU) 2016/679);

"Variation"

any change to a Contract;

"Variation Form"

the form set out in Joint Schedule 2 (Variation Form);

"Variation Procedure"

the procedure set out in Clause 24 (Changing the contract);

"VAT"

value added tax in accordance with the provisions of the Value Added Tax Act 1994;

"VCSE "

a non-gove rnmental organisation that is value-driven and which principally reinvests its surpluses to further social, environmental or cultural objectives;

"Worker"

any one of the Supplier Staff which the Buyer, in its reasonable opinion, considers is an individualto which Procurement Policy Note

08/15 (Tax Arrangements of Public Appointees) (https://www..oov.uk/qovernmenUpublications/procurement-policv-

note-0815-tax-arrangements-of-appointees) applies in respect of

the Deliverables;

"Working Day"

any day other than a Saturday or Sunday or public holiday in England and Wales unless specified otherwise by the Parties in the Order Form;

"Work Day"

7.5 Work Hours, whether or not such hours are worked consecutively and whether or not they are worked on the same day; and

"Work Hours"

the hours spent by the Supplier Staff properly working on the provision of the Deliverables including time spent travelling (other than to and from the Supplier's offices, or to and from the Sites) but excluding lunch breaks.

Contract Details

This variation is between:

[delete as applicable: CCS / Buyer] ("CCS" "the Buyer")

And

[insert name of Supplier] ("the Supplier")

Contract name:

[insert name of contract to be changed] ("the Contract")

Contract reference number:

[insert contract reference number]

Details of Proposed Variation

Variation initiated by:

[delete as applicable: CCS/Buyer/Supplier]

Variation number

[insert variation number]

Date variation is raised:

[insert date]

Proposed variation

Reason for the variation:

[insert reason]

An Impact Assessment shall be provided within:

[insert number] days

Impact of Variation

Likely impact of the proposed variation:

[Supplier to insert assessment of impact]

Outcome of Variation

Contract variation:

This Contract detailed above is varied as follows:

• [CCS/Buyer to insert original Clauses or Paragraphs to be varied and the changed clause]

Financial variation:

Original Contract Value:

£ [insert amount]

Additional cost due to variation:

£ [insert amount]

New Contract value:

£ [insert amount]

Request for [Revised] Rectification Plan

Details of the Default:

[Guidance: Explain the Default, with clear schedule and clause references as appropriate]

Deadline for receiving the [Revised] Rectification Plan:

[add date (minimum 10 days from request)]

Signed by [CCS/Buyer] :

Date:

I

Supp l ier [Revised] Rectification Plan

Cause of the Default

[add cause]

Anticipated impact assessment:

[add impact]

Actual effect of Default:

[add effect]

Steps to be taken to rectification:

Steps

Timescale

1.

[date]

2.

[date]

3.

[date]

4.

[date]

[...]

[date]

Timescale for complete Rectification of Default

[X] Working Days

Steps taken to prevent recurrence of Default

Steps

Timescale

1.

[date]

2.

[date]

3.

[date]

4.

[date]

Signed by the Supplier:

Date:

Review of Rectification Plan [CCS/Buyer]

Outcome of review

[Plan Accepted] [Plan Rejected] [Revised Plan Requested]

Reasons for Rejection (if applicable)

[add reasons]

Signed by [CCS/Buyer]

Date: