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Agreement / Contract for the Supply of Services

• 1. The Services
• 2. Payment
• 3. Intellectual Property
• 4. Confidentiality
• 5. Relationship Between the Parties
• 6. Right To Work Checks
• 7. Anti-Bribery
• 8. Information Security
• 9. Duration
• 10. Miscellaneous

1. The Services

1.1  The Supplier agrees to provide the services described in Annex A to this Agreement (“the Services”).

1.2  The Supplier will obtain adequate insurance cover for all work done by the Supplier under this Agreement, and will provide the University with a copy of the policy on request.

1.3  The Supplier will supply the Services to such places as the University may reasonably specify: the initial requirements are set out in Annex A.

1.4  Whenever the Supplier’s staff work on University premises, the Supplier will ensure their compliance with the Health and Safety at Work etc. Act and with the University’s fire, health and safety policies and procedures. The Supplier shall be responsible for any loss, damage or injury occasioned to or by the Supplier’s staff as a result of their failure so to comply; and shall indemnify the University and keep it fully and effectively indemnified against any and all losses, costs (including professional fees) and liabilities which may accrue to the University as a result of any non‑compliance.

1.5  The University reserves the right to exclude or deny access to its premises to any person, including those employed or engaged by the Supplier.

2. Payment

2.1  The Supplier will charge for the Services in accordance with the price schedule in Annex B to this Agreement.

2.2  The University will pay the Supplier’s charges on a monthly basis. Payment will be made on or before the last day of the month following that in which the University receives a correct tax invoice which records the charges and VAT, and is accompanied by an itemised schedule showing the amounts due. Time for payment will not be of the essence of this Agreement, but if the University fails to make payment on the due date the Supplier may charge interest on the balance outstanding, accruing from day to day at the rate of four per cent (4%) per annum above the Barclays Bank plc Base Rate from time to time in force and compounded annually as at 31 December.

3. Intellectual Property

3.1  All intellectual property arising from the performance of this Agreement (“the Arising Intellectual Property”) shall belong to the University.

3.2  At the request and cost of the University (either during the term of this Agreement or after its termination), the Supplier will execute promptly all documents and carry out all actions which may reasonably be necessary or desirable in order to vest in the University or its nominee all rights in the Arising Intellectual Property; and enable the University or its nominee to obtain and renew all patent, design, trademark, copyright and other registrations available for the protection of the Arising Intellectual Property.

3.3  The University shall have no liability to account to the Supplier for any revenue or profit derived or resulting from the Arising Intellectual Property.

4. Confidentiality

Except insofar as such matters are properly in, or come into, the public domain, the Supplier agrees to keep secret and confidential all information which the Supplier receives about the research and affairs of the University; and not to disclose any such information to any person unless otherwise expressly provided by this Agreement, or unless ordered to do so by a court of competent jurisdiction.

5. Relationship Between the Parties

5.1  The relationship of the Supplier to the University will be that of independent contractor.

5.2  The Supplier will not hold itself out as the agent of the University, and will not have any authority to act on behalf of the University, to conclude any contracts or incur any obligation or liability on behalf of or binding upon the University, or to sign any document on the University’s behalf. The Supplier will not use the name or marks of the University in any press release or product advertising, or for any other commercial purpose, without the prior written consent of the University.

5.3  The Supplier may not sub-license, assign, transfer, mortgage or part with this Agreement or any of its rights, duties or obligations under this Agreement without prior written consent from the University.

5.4  The Supplier will procure and enforce written agreement to comply with the terms of this Agreement from such staff as the Supplier may consider necessary in order to provide the Services.

5.5  The parties do not intend that by virtue of the Contracts (Rights of Third Parties) Act 1999 any of the terms of this Agreement should be enforceable by a person who is not a party to it.

6. Right To Work Checks

The University requires its suppliers to comply with UK immigration legislation and to ensure full compliance with the UK Border Agency’s guidance for employers on the prevention of illegal working, in accordance with the Immigration, Asylum and Nationality Act 2006 in respect to all staff engaged by the Supplier and working at the University (the UK Border Agency’s guidance is available at http://www.ukba.homeoffice.gov.uk/sitecontent/documents/employersandsponsors/preventingillegalworking/currentguidanceandcodes/comprehensiveguidancefeb08.pdf?view=Binary). The University expects that proper ‘right to work checks’, including repeat checks for individuals with limited right to work in the UK, will have been carried out for staff engaged by the Supplier and working at the University, and that the Supplier complies fully with its record-keeping and reporting responsibilities for any migrant workers sponsored by the Supplier under Tier 2 or Tier 5 of the UK Border Agency’s points-based immigration system. The Supplier will, on request, provide the University with such documentation as it may require to verify that the Supplier has complied with the requirements set out above.

7. Anti-Bribery

7.1  The Supplier shall:

(a)  comply with all Applicable Laws relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (the “Relevant Requirements”);

(b)  have and shall maintain in place throughout the duration of this Agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and will enforce them where appropriate;

(c) promptly report to the University any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of this Agreement; and

(d)  immediately notify the University (in writing) if a foreign public official becomes an officer or employee of the Supplier or acquires a direct or indirect interest in the Supplier (and the Supplier warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the Commencement Date).

7.2  The Supplier shall ensure that any person associated with the Supplier who is providing the Services and/or performing obligations under this Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in this clause 7. The Supplier shall be responsible for the observance and performance by such persons of such terms, and shall be directly liable to the University for any breach by such persons of any of such terms.

7.3  Breach of this clause 7 shall be deemed a material breach under clause 9.2.1.

7.4  For the purpose of this clause 7, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purposes of this clause 7 a person associated with the Supplier includes but is not limited to any subcontractor of the Supplier.

8. Information Security

The Supplier shall comply with the University’s Information Security Policy, as amended from time to time, a copy of which may be accessed here: http://www.oucs.ox.ac.uk/network/security/ISBP/ispolicy.xml.

9. Duration

9.1  Subject to clause 9.2, this Agreement will continue in effect until it is terminated by either party serving not less than ninety (90) days’ written notice on the other.

9.2  Notwithstanding clause 9.1 the University may terminate this Agreement with immediate effect and without any compensation or damages due to the Supplier, but without prejudice to any other rights or remedies the University may have, if the Supplier should:

9.2.1  commit a material breach of the terms of this Agreement which it fails to remedy within fourteen (14) days after receipt of written notice from the University specifying the breach and requesting remedy;

9.2.2  persistently neglect, fail or refuse for whatever reason to perform the Services to the reasonable satisfaction of the University;

9.2.3  act in any way materially contrary to the interests of the University whilst providing or purporting to provide the Services;

9.2.4  have a petition presented for its winding-up, or pass a resolution for voluntary winding-up otherwise than for the purposes of a bona fide amalgamation or reconstruction, or compound with its creditors, or have a receiver or administrative receiver appointed of all or any part of its assets, or enter into any arrangements with creditors, or take or suffer any similar action in consequence of debts.

9.3  In the event of the termination of this Agreement under clause 9.2 the University shall only be liable to the Supplier in respect of charges in accordance with the terms of this Agreement for the Services provided up to the effective date of termination.

9.4  On the termination of this Agreement (however arising), the Supplier will deliver up to the University all documents, papers, data, equipment, materials of any sort, identity cards and keys which were furnished by the University to the Supplier, or which were prepared by or on behalf of the Supplier for the University in the course of providing the Services.

9.5  Clauses 9.3, 9.4 and 9.5, as well as clauses 1.2, 3, 4, 5 and 10, will survive the termination of this Agreement (for whatever reason).

10. Miscellaneous

10.1  Clause headings are inserted in this Agreement for convenience only, and shall not be taken into account in the interpretation of this Agreement.

10.2  All notices and consents which are required to be given under this Agreement must be in writing and sent to the address of the recipient set out in this Agreement, or any other address in the United Kingdom which the recipient may designate by notice given in accordance with this clause. Any notice may be delivered personally, by first‑class pre‑paid letter, or by fax; and will be deemed to have been served if by hand when delivered, if by first‑class post forty‑eight (48) hours after posting, and if by fax when despatched with error‑free transmission.

10.3  This Agreement and its Annexes (which are incorporated into and made a part of this Agreement) together constitute the entire agreement between the parties relating to the Services. Any variation shall be in writing and signed by authorised signatories for both parties.

10.4  If any provision of this Agreement is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it will, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable and the parties will uphold the remainder of this Agreement, and will negotiate an amendment which, so far as legally feasible, maintains the economic balance between the parties.

10.5  Each right or remedy of the University under this Agreement is without prejudice to any other right or remedy of the University, whether arising under this Agreement or otherwise.

10.6  Failure or delay by the University in enforcing or partially enforcing any provision of this Agreement will not be construed as a waiver of any of its rights under this Agreement.

10.7  Any waiver by the University of any breach of, or any default under, any provision of this Agreement by the Supplier will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of this Agreement.

10.8  This Agreement shall be governed by English Law. The English Courts shall have exclusive jurisdiction to deal with any dispute which may arise out of or in connection with this Agreement.

10.9  This Agreement may be executed in any number of counterparts, each of which when executed will constitute an original of this Agreement, but all counterparts will together constitute the same agreement. No counterpart will be effective until each Party has executed at least one counterpart.

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