DATED xxx (1) THE GAS AND ELECTRICITY MARKETS AUTHORITY AND (2) [PROVIDER] Framework Agreement. for the provision of Academic Services

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1 DATED xxx (1) THE GAS AND ELECTRICITY MARKETS AUTHORITY AND (2) [PROVIDER] Framework Agreement for the provision of Academic Services FRAMEWORK AGREEMENT REFERENCE NO CON /SPEC/ 1

2 CONTENTS 1. DEFINITIONS AND INTERPRETATION 4 STATUTORY RESTRICTIONS ON DISCLOSURE 6 2. TERMS OF FRAMEWORK AGREEMENT 7 3. TERM OF CALL-OFF CONTRACTS 7 4. SCOPE OF THE FRAMEWORK AGREEMENT 7 5. ACADEMIC S APPOINTMENT 7 6. NON-EXCLUSIVITY 8 7. ORDERING PROCEDURES 8 8. FEE 8 9. ACADEMIC S OBLIGATIONS CONFIDENTIALITY STATUTORY RESTRICTIONS ON DISCLOSURE ERROR! BOOKMARK NOT DEFINED. 12. CONFLICTS OF INTEREST TERMINATION INTELLECTUAL PROPERTY RIGHTS MISTAKES IN INFORMATION KEY PERSONNEL DISCLOSURE REQUESTS DISPUTE RESOLUTION 12 2

3 19. SECURITY VETTING & FRAUD CHECKS MISCELLANEOUS 14 SCHEDULE 1: THE SCOPE 16 SCHEDULE 2: RATE CARD 17 SCHEDULE 3 OFGEM S TRAVEL AND SUBSISTENCE EXPENSES POLICY 18 SCHEDULE 4 CALL-OFF ORDER FORM 19 SCHEDULE 5 - ORDERING PROCEDURES 21 SCHEDULE 6 - FRAMEWORK AGREEMENT VARIATION PROCEDURE 25 3

4 THIS AGREEMENT is made on [insert date] BETWEEN:- (1) The Gas and Electricity Markets Authority whose principal place of business is at 9 Millbank, London SW1P 3GE (the "Authority"); and (2) [ ] (Company Number: [ ]) whose registered address is at [ ] (the "Provider"). BACKGROUND (A) The Authority published the ITT on 14 th December 2016 on Contracts Finder via mytenders portal, seeking tenderers for the provision of academic services to the Authority under a framework agreement. (B) The Provider submitted a tender dated 10am on 20 th January 2017 and any subsequent clarifications. (C) On the basis of the Provider's tender, the Authority selected the Provider to enter a framework agreement to provide Academic Services to the Authority on a call-off basis in accordance with this Framework Agreement. (D) This Framework Agreement sets out the award and ordering procedures for academic services which may be required by the Authority, the terms and conditions for any Call-Off Contract which the Authority may conclude, and the obligations of the Provider during and after the term of this Framework Agreement. (E) It is the Parties' intention that there will be no obligation for the Authority to award any orders under this Framework Agreement during its Term. IT IS AGREED as follows:- 1. DEFINITIONS AND INTERPRETATION 1.1 Under this Framework Agreement the following words and expressions shall have the following meanings save where the context provides otherwise:- Framework "Framework Agreement" Award Criteria "Framework Agreement Variation Procedure" Call-Off Contract means the framework arrangements established by the Authority for the provision of academic services to the Authority by Framework Service Providers, as advertised by publication of the ITT via Contracts Finder means this agreement, all Schedules to this agreement, the Authority's ITT, the Provider's Tender and any subsequent clarifications means the criteria set out in the ITT for the Framework Agreement or the individual Scope of Work (Award Criteria) means the procedure set out in Schedule 6 means the legally binding agreement (made pursuant to the provisions of this Framework Agreement) for the provision of Services made between the Authority and the Academic comprising of an Order Form and the Terms of this framework agreement. 4

5 "Services" "Specification" "Rates" "Bribe" "Contracting Authority" means the services to be provided as specified in the Specification; means the description of the Services to be provided under the Call-Off Contract; means the Rates and rates set out in Schedule 2 (Rates) means the receiving or offering of any undue reward by or to any person whatsoever, in a public office, in order to influence his behaviour in office and incline him to act contrary to the known rules of honesty and integrity; means any contracting authority as defined in Regulation 3 of the Public Contracts Regulation 2006 other than Ofgem; "Commencement Date" Bribe Order Form Ordering Procedures Direct Ordering Procedure "ITT" "Ofgem" "Party" "Ofgem Project Manager" means [insert date] means for the purposes of the Bribery Act 2010, the giving or receiving (or the offer or promise to do so) of a financial or other advantage with the intention of bringing about the improper performance of a function or activity. This could cover someone seeking to influence a decision-maker by giving some kind of extra benefit to that decision-maker rather than by what can legitimately be offered as part of a tender process. means a document setting out details of an Order in the form set out in Schedule 4 means the ordering and award procedures specified in Schedule 5 means the ordering procedure set out in paragraph 2 of Schedule 5 means the invitation to tender issued by the Authority which led to this Framework Agreement means the Office of the Gas and Electricity Markets Authority ( Ofgem ), and the terms Ofgem and the Gas and Electricity Markets Authority ( GEMA ) are used interchangeably in this Framework Agreement; means the GEMA, Ofgem, or the Academic in this Framework Agreement. Together, (the Parties ); is as defined in the Call-Off Contract 5

6 "Confidential Information" means any information which has been designated as confidential by either Party in writing or that ought to be considered as confidential (however it is conveyed or on whatever media it is stored) including any information provided by any person to GEMA or Ofgem under the Utilities Act 2000, the Gas Act 1986, the Electricity Act 1989, the Energy Act 2004 or any other statute in accordance with its functions as regulator or information the disclosure of which would, or would be likely to, prejudice the commercial interests of any person, trade secrets, Intellectual Property Rights and know-how of either Party and all personal data and sensitive personal data within the meaning of the [Data Protection Act 1998]. Confidential Information shall not include information which: (a) was public knowledge at the time of disclosure; (b) was in the possession of the receiving party, without restriction as to its disclosure, before receiving it from the disclosing party; is received from a third party (who lawfully acquired it) without restriction as to its disclosure; or (d) is independently developed without access to the Confidential Information. Statutory Restrictions on Disclosure "Crown" "CCS "Intellectual Property Rights" "Key Personnel" "Project Specific Intellectual Property Rights" means section 105 of the Utilities Act 2000 and Part 9 of the Enterprise Act 2002 means the government of the United Kingdom (including the Northern Ireland Assembly and Executive Committee, the Scottish Executive and the National Assembly for Wales), including but not limited to, government departments and particular bodies, persons, commissions or agencies from time to time carrying out functions on its behalf; means the Crown Commercial Service or any successor organisation; means patents, rights to inventions, copyright and related rights, moral rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world. means the academic essential to the effective delivery of the Services as named at clause 11; means Intellectual Property Rights in the Services provided by the Academic (or by a third party on behalf of the Academic) specifically for the purposes of the Framework Agreement, and all updates and amendments of these items; 6

7 "Fraud" "Month" "Tender" "Term" "Working Days Termination Date" means any offence under Laws creating offences in respect of fraudulent acts or at common law in respect of fraudulent acts in relation to the Framework Agreement or defrauding or attempting to defraud or conspiring to defraud the Authority means a calendar month means the tender submitted by the Provider to the Authority in respect of this Framework Agreement. means the period commencing on the Commencement Date and ending on [insert date] ( Initial Term ) and any extension to the Initial Term up to a maximum of two periods of one (1) Year or on earlier termination of this Framework Agreement means a day (other than a Saturday or Sunday on which banks are open for general business in the City of London). Means the date in which the Framework Agreement terminates howsoever arising and for whatever cause. The Framework Agreement may be extended by mutual agreement between Ofgem and the Academic, by a notice in writing. 2. TERMS OF FRAMEWORK AGREEMENT 2.1 The Framework Agreement shall take effect on the Commencement Date and (unless it is otherwise terminated in accordance with the terms of this Framework Agreement or it is otherwise lawfully terminated) shall terminate at the end of the Term. The Framework Agreement shall be awarded for an initial period of two (2) years with an option for the Authority to extend for up to a maximum of two periods of one (1) Year. 3. TERM OF CALL-OFF CONTRACTS 3.1 The duration of any Call-Off Contract shall not exceed a period of four (4) years from the commencement date stated on the Order. 3.2 The termination date of any Call-Off Contract shall not exceed a period of one (1) year beyond the termination date of the Framework Agreement. 4. SCOPE OF THE FRAMEWORK AGREEMENT 4.1 This Framework Agreement governs the relationship between the Authority and the Academic in respect of the provision of the Services by the Academic to the Authority. 4.2 The Authority may at its absolute discretion and from time to time order Services from the Academic in accordance with the Ordering Procedures during the Term. 4.3 No undertaking or any form of statement, promise, representation or obligation shall be deemed to have been made by the Authority in respect of the total quantities or values of the Services to be ordered pursuant to this Framework Agreement and the Provider acknowledges and agrees that it has not entered into this Framework Agreement on the basis of any such undertaking, statement, promise or representation. 5. ACADEMIC S APPOINTMENT 5.1 The Authority appoints the Provider as a potential provider of Academic Services and the Provider shall be eligible to be considered for the award of orders for such Services by the Authority during the Term. 7

8 6. NON-EXCLUSIVITY 6.1 The Academic acknowledges that, in entering into this Framework Agreement, no form of exclusivity or volume guarantee has been granted by the Authority for Services from the Academic and that the Authority is at all times entitled to enter into other contracts and agreements with other Academics for the provision of any or all services, which are the same as or similar to the Services. 7. ORDERING PROCEDURES 7.1 If the Authority decides to source the Services through the Framework, then it will award its Services Requirements in accordance with Schedule 5. The Academic shall comply with the relevant provisions in Schedule The Academic shall not commit any act, nor forebear to commit any act that may compromise the Authority s compliance with the Ordering Procedures, the Regulations and/or the Guidance. 7.3 The terms and conditions of each Call-Off shall comprise the Call-Off Terms and Conditions and the provisions of the Order (including any variations to or supplemental requirements to the Call-Off Terms and Conditions agreed between the Authority and the Academic. For the avoidance of doubt, any request for any variation shall be initiated by the Authority and the Academic shall not attempt to vary the Call-Off Terms and Conditions. 8. FEE 8.1 In consideration of the Services to be rendered by the Academic under this Framework Agreement, Ofgem will pay a rate (the Rate ) as set out in the Rate Card for each Call-Off Contract as set out in Schedule 2. The rate shall be fixed throughout the duration of this Framework Agreement. 8.2 The Academic shall invoice Ofgem for all work satisfactorily completed as reviewed by the Ofgem Project Manager specified in the Call-Off Contract. Ofgem will pay the invoice within 30 days of receipt. 8.3 All invoices must be sent to invoices@ofgem.gov.uk and include the following: Contract Reference [CON / SPEC / 2017 XX]; the Contract Managers Name [XXXX]; the title of the contract [XXXXX]; the Rate and number of hours/days provided or firm price any expenses (limited to Ofgem s travel policy); and the commencement and cut-off dates for the invoice if applicable. Failure to send the invoice to the correct address or include the information required will result in your invoice being rejected and will therefore considerably delay when payment is made. 8.4 The Academic will not be entitled to any other fees or payments save as expressly stated in clause 8.1 and 8.2 above. 8.5 The Rate will be exclusive of any VAT which may be payable in connection with the supply of the Services by the Academic and the Academic will if applicable notify Ofgem of its registration for VAT and provide VAT invoices in respect of the Services. 8

9 8.6 Any expenses incurred in the delivery of Services under this Framework Agreement shall be in accordance with Ofgem s expenses policy set out at Schedule ACADEMIC S OBLIGATIONS 9.1 The Academic agrees that it will during the term of this Framework Agreement: report to the appropriate Ofgem Project Manager as assigned in the Call-Off Contract, or such other person nominated by Ofgem, and agree with this person the precise timing of the delivery of the Services; render and perform the Services to the best of its skill, ability, knowledge and experience and use his best endeavours to promote the interests of Ofgem; remain available to undertake the Services for the duration of the Agreement; promptly give to Ofgem all such information and reports as it may reasonably require in connection with matters relating to the provision of the Services or the business of Ofgem. 9.2 By entering into this Framework Agreement, the Academic provides assurance to Ofgem that he or she has made appropriate and legitimate arrangements with Her Majesty s Revenue and Customs (HMRC) for dealing with income tax and national insurance contribution obligations. Furthermore, the Academic agrees, as a condition of this Agreement, to provide documentary evidence to this effect should Ofgem request it; furnishing this evidence within three working days of the request being made. Failure to provide the documentary evidence would result in Ofgem terminating this Agreement with immediate effect; Ofgem would be liable to pay for Services provided up to and including the date of termination and will have no further liability to the Academic. Furthermore, Ofgem reserves the right to pass relevant information to HMRC or other public bodies about payments under this contract; additionally Ofgem may be required to publish contract information. 10. CONFIDENTIALITY 10.1 The Academic undertakes not to disclose in any way or form whether before or after the Termination Date to any person, firm or company any information which is acquired either directly or indirectly by the Academic, as a result of the provision of the Services or the performance of the Academic s obligations under this Framework Agreement 10.2 The Academic may only provide information to any person, firm or company to the extent strictly necessary in the performance of the Services, to the extent required by law, or to the extent specifically authorised in writing by Ofgem The Academic acknowledges that information obtained in the course of providing the Services may further be covered by confidentiality obligations in the Utilities Act 2000 or the Companies (Audit, Investigations and Community Enterprise) Act 2004 such that it is an offence under such Acts to disclose information Nothing in this Framework Agreement shall prevent the Ofgem from disclosing the Academic s Confidential Information: to any Crown Body or any other Contracting Authority. All Crown Bodies or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other Crown Bodies or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any Crown Body or any Contracting Authority; to any consultant, contractor or other person engaged by the Ofgem or any person conducting a CCS review; for the purpose of the examination and certification of Ofgem s accounts; 9

10 for any examination pursuant to section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which Ofgem has used its resources Ofgem reserves the right to disclose any contract information, including Confidential Information, that any Crown Body requests it to publish The Academic shall comply with the Client's data protection policy and relevant obligations under the Data Protection Act 1998 and associated codes of practice when processing personal data relating to any employee, worker, customer, supplier or agent of Ofgem. 11. STATUTORY RESTRICTIONS ON DISCLOSURE 11.1 Without limitation, the Contractor acknowledges that the Statutory Restrictions on Disclosure apply to it and its Staff and that a breach of these restrictions is subject to criminal sanctions under section 105(9) of the Utilities Act 2000 and section 245 of the Enterprise Act Without limitation, the Contractor acknowledges, in particular, that the Statutory Restrictions on Disclosure will apply to any information that the Customer provides to the Contractor which relates to the affairs of any individual or business The Contractor may only disclose information which is subject to the Statutory Restrictions on Disclosure to its Staff who are directly involved in the provision of the Services and who need to know the information, and shall ensure that such Staff comply with the Statutory Restrictions on Disclosure Without prejudice to clause 5.7A.3, the Contractor shall not, and shall ensure that its Staff do not, use or further disclose any information which is subject to the Statutory Restrictions on Disclsoure otherwise than for the purposes of this Contract The Contractor shall take all reasonable steps to ensure that its Staff have notice that the Statutory Restrictions on Disclosure apply to them and will continue to apply after the completion, early determination or termination of this Contract. 12. CONFLICTS OF INTEREST 12.1 The Academic shall take appropriate steps to ensure that it is not placed in a position where, in the reasonable opinion of Ofgem, there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Academic and the duties owed to Ofgem under the provisions of the Framework Agreement. The Academic will disclose to Ofgem full particulars of any such conflict of interest which may arise Where Ofgem is of the reasonable opinion that the conflict of interest notified to it under clause 7.1 above is capable of being avoided or removed, Ofgem may require the Academic to take such steps as will, in its opinion, avoid, or as the case may be, remove the conflict and if the Academic fails to comply with Ofgem s requirements in this respect, or if, in the opinion of Ofgem compliance does not avoid or remove the conflict, Ofgem may determine the Agreement and recover from the Academic the amount of any loss resulting from such determination Where Ofgem is of the reasonable opinion that the conflict of interest which existed at the time of the award of the Framework Agreement, could have been discovered with the application by the Academic of due diligence and ought to have been disclosed as required prior to the contract Commencement Date, Ofgem may determine the Agreement immediately for breach of a fundamental condition and, without prejudice to any other rights, recover from the Academic the amount of any loss resulting from such determination Ofgem reserves the right to terminate this Framework Agreement immediately by notice in writing and/or to take such other steps it deems necessary where, in the reasonable opinion of Ofgem, there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Academic and the duties owed to Ofgem under the provisions of 10

11 the Agreement. The actions of Ofgem pursuant to this clause shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to Ofgem. 13. TERMINATION 13.1 Notwithstanding any other provision in this Framework Agreement, Ofgem will be entitled to terminate this Framework Agreement with immediate effect if the Academic: commits a serious breach of any of the provisions of this Framework Agreement or failing for whatever reason to perform the Services adequately or at all; or is guilty of conduct tending to bring itself or Ofgem into disrepute; or becomes bankrupt or making any arrangement or composition with his creditors or taking advantage of any statute for the time being in force affording relief for instalment debtors; or ceases to be available to discharge its obligations under this Framework Agreement for any reason for a period of 30 days or more; or notwithstanding any other provision in this Framework Agreement, Ofgem will be entitled to terminate this Framework Agreement with immediate effect if the Academic: is in breach of any of its obligations under this Framework Agreement; or passes a resolution to wind up its business or if a receiver of the undertaking, property or assets or any part thereof is appointed or if it makes or offers any arrangement or composition with its creditors or if a Court orders it s winding up The Academic will not at any time after the Termination Date represent Ofgem Upon termination of this Framework Agreement for any reason, the Academic will deliver to Ofgem all letters, publications, papers, discs, tapes, reports, documents, memoranda, computer peripherals, data files software or electronic documents and other items which may have been prepared by the Academic or come into the possession of the Academic by virtue of this Framework Agreement and/or the performance of the Services and all copies thereof and will not keep possession or copies of any such items or property or other items on which any Confidential Information is recorded or stored. In respect of any such items or information held on any computer software data files or other equipment belonging to the Academic, it hereby undertakes to delete any such items and information and all copies immediately on termination of this Framework Agreement On the termination of this Framework Agreement or an individual Call-Off Contract howsoever arising, the Academic will not have any claims for damages or compensation of any nature whatsoever and will merely be entitled to any outstanding fees due to the Academic up to the Termination Date pursuant to clause 8. Any fees paid to the Academic in advance will be calculated on a pro rata basis and any sum representing any period after the Termination Date will be repaid to Ofgem by the Academic or deducted by Ofgem from any fees or other payments due or owing by Ofgem to the Academic Ofgem shall have the right to terminate this Framework Agreement at any time by giving 3 month s written notice to the Academic. 14. INTELLECTUAL PROPERTY RIGHTS 14.1 All title to and all rights and interest in the Project Specific IPRs shall vest in Ofgem. The Academic hereby assigns to Ofgem, with full title guarantee, title to and all rights and interest in the Project Specific IPRs and/or shall procure that the first owner of the Project Specific IPRs also does so. 11

12 14.2 All Intellectual Property Rights in any guidance, specifications, instructions, toolkits, plans, data, databases, patents, patterns, models, designs or other material (furnished to or made available to the Academic by or on behalf of Ofgem shall remain the property of Ofgem; and prepared by or for the Academic on behalf of Ofgem for use, or intended use, in relation to the performance by the Academic of its obligations under this Contract shall belong to Ofgem For the avoidance of doubt Project Specific IPRs shall exclude drafts and internal working papers Should the Academic wish to use the Project Specific IPRs then it shall make a written request to Ofgem requesting permission to do so. 15. MISTAKES IN INFORMATION 15.1 The Academic shall be responsible for the accuracy of all documentation and information provided to Ofgem by the Academic in connection with the provision of the Services and Ofgem shall have no liability for any extra costs occasioned by any discrepancies, errors or omissions therein. 16. KEY PERSONNEL 16.1 The Academic acknowledges that they are essential to the proper provision of the Services to Ofgem The Academic shall not be released from providing the Services without the agreement of Ofgem, except by reason of long-term sickness, maternity leave, paternity leave or termination of employment and other extenuating circumstances. 17. DISCLOSURE REQUESTS 17.1 The Academics acknowledges Ofgem s responsibilities under the Freedom of Information Act 2000 (FOIA) and Environmental Information Regulations 2004 (EIR) and shall assist and cooperate with Ofgem to ensure it complies with its information disclosure obligations. The Academics shall assist Ofgem at no additional charge in meeting any reasonable requests for information in relation to the Agreement which are made to Ofgem in connection with the FOIA/EIR and/or any statutory modification or re-enactment thereof or any related guidelines or codes or practice. 18. DISPUTE RESOLUTION 18.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with this Agreement within 20 Working Days of either Party notifying the other of the dispute and such efforts shall involve the escalation of the dispute to the finance director (or equivalent) of each Party Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act If the dispute cannot be resolved by the Parties pursuant to clause 17.1 the Parties shall refer it to mediation pursuant to the procedure set out in clause 17.5 unless: Ofgem considers that the dispute is not suitable for resolution by mediation; or the Consultant does not agree to mediation The obligations of the Parties under this Framework Agreement shall not cease, or be suspended or delayed by the reference of a dispute to mediation and the Academic and its 12

13 Key Personnel shall comply fully with the requirements of this Framework Agreement at all times The procedure for mediation and consequential provisions relating to mediation are as follows: a neutral adviser or mediator (the Mediator ) shall be chosen by agreement between the Parties or, if they are unable to agree upon a Mediator within 10 Working Days after a request by one Party to the other or if the Mediator agreed upon is unable or unwilling to act, either Party shall within 10 Working Days from the date of the proposal to appoint a Mediator or within 10 Working Days of notice to either Party that he is unable or unwilling to act, apply to the Centre for Effective Dispute Resolution or other mediation body to appoint a Mediator; the Parties shall within 10 Working Days of the appointment of the Mediator meet with him in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held. If considered appropriate, the Parties may at any stage seek assistance from the Centre for Effective Dispute Resolution or other mediation body to provide guidance on a suitable procedure; unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the Parties in any future proceedings; if the Parties reach agreement on the resolution of the dispute, the agreement shall be recorded in writing and shall be binding on the Parties once it is signed by their duly authorised representatives; failing agreement, either of the Parties may invite the Mediator to provide a nonbinding but informative written opinion. Such an opinion shall be provided on a without prejudice basis and shall not be used in evidence in any proceedings relating to this Framework Agreement without the prior written consent of both Parties; if the Parties fail to reach agreement in the structured negotiations within 60 Working Days of the Mediator being appointed, or such longer period as may be agreed by the Parties, then any dispute or difference between them may be referred to the courts. 19. SECURITY VETTING & FRAUD CHECKS 19.1 In order to ensure that Ofgem establishes and maintains a reputation for impartiality, integrity and high professional standards, Ofgem may undertake, security vetting and fraud checks on the Consultants personnel at any time where it is deemed appropriate. As part of these checks, we anticipate submitting details to the Credit Industry Fraud Avoidance System (CIFAS) and to the organisers of similar databases for review. If as a result of our submissions, we receive any information back that raises a concern then we will review this information with the Consultant. Following such review, Ofgem shall have the right to request unsuitable personnel be substituted if it deems necessary (with personnel of equal or better standing in terms of knowledge, expertise and/or experience). If suitable individual(s) are not proposed (or, if proposed not accepted by Ofgem) then the contract will be terminated with immediate effect and the contract termination clauses will apply. Ofgem s liability for terminating the contract under this clause shall be for Services reasonably performed up until the termination date Additionally, where Ofgem has confirmed to the Academic that our conclusion is that fraud or the commission of any other criminal offence has occurred when applying for, or during the course of their contract with Ofgem, Ofgem reserves the right to pass details of this to the organisers of the fraud prevention databases to which we subscribe. 13

14 20. MISCELLANEOUS 20.1 This Framework Agreement constitutes the entire agreement between the Parties with respect to its subject matter and shall have effect to the exclusion of any other memorandum, agreement or understanding of any kind between the parties preceding the date of this Framework Agreement relating to the provision of the Academic s time or services in whatever manner This Framework Agreement may only be amended, superseded, cancelled or any of its terms and conditions waived by written instrument signed by or on behalf of Ofgem and the Academic or, in the case of waiver, of the party waiving compliance The failure or the delay on the part of any party to exercise or enforce any right, power or privilege under this Framework Agreement will not operate as a waiver, nor will the single or partial exercise of any right, power or privilege preclude any other or further exercise of that or any other right, power or privilege. If any party expressly waives any breach, such waiver will not operate as a waiver of a similar breach on another occasion or as a waiver of any other breach The Parties will pay their own legal, professional and other costs in connection with the preparation and completion of this Framework Agreement This Framework Agreement will be governed and construed in accordance with the Laws of England and the parties to this framework agreement submit to the exclusive jurisdiction of the English Courts The Bribery Act 2010 consolidates existing offences of offering or receiving a Bribe, bribery of foreign public officials and introduces a new corporate offence of failure by a commercial organisation to prevent a bribe being paid or received on its behalf. The Academic shall: comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010; not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the United Kingdom; have and shall maintain in place throughout the term of this Framework Agreement its own policies and procedures, including, but not limited to, adequate procedures under the Bribery Act 2010, to ensure compliance with the relevant requirements and clause , and will enforce them where appropriate; promptly report to Ofgem s Head of Procurement any request or demand for any undue financial or other advantage of any kind received by the Academic in connection with the performance of this Framework Agreement The Academic when engaged within the boundaries of Ofgem premises, shall comply with such rules, regulations and requirements (including those relating to security arrangements) as may be in force from time to time for the conduct of personnel when at or outside Ofgem s premises Any notice given under this Framework Agreement shall be in writing and signed by or on behalf of the party giving it and shall be served by delivering it personally, sending of an , or sending it by pre-paid recorded delivery or registered post to the relevant party at (in the case of GEMA) its address for the time being at 9 Millbank, London, SW1P 3GE and in the case of the Academic its last known address. Any such notice shall be deemed to have been received. 14

15 if delivered personally, at the time of delivery; or in the case of pre-paid recorded delivery or registered post, 48 hours from the date of posting In proving such service, it shall be sufficient to prove that the envelope containing the notice was addressed to the address of the relevant party and delivered either to that address or into the custody of the postal authorities as a pre-paid recorded delivery or registered post Except as expressly provided elsewhere in this Framework Agreement, a person who is not a party to this framework agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Framework Agreement The rights of the Parties to terminate, rescind or agree any variation, waiver or settlement under this Framework Agreement are not subject to the consent of any person that is not a party to this Framework Agreement This Framework Agreement may be executed in any number of counterparts, each of which, when executed, shall be an original, and all the counterparts together shall constitute one and the same instrument. SIGNED by or on behalf of the Parties on the date which first appears in the Framework Agreement SIGNED by for an on behalf of the Authority SIGNED by For an on behalf of the Academic 15

16 SCHEDULE 1: THE SCOPE [Note:insert detail] following award of framework. 16

17 SCHEDULE 2: RATE CARD 1.1 MAXIMUM DAILY RATES AND MAXIMUM HOURLY RATES (these shall remain firm for the duration of the Framework Term and any extensions) shall be as listed in the table below: 1.2 All rates exclude VAT and Daily Rates are based on a Working Day of 8 hours excluding a lunchbreak and travelling time. 1.3 The prices offered by the Provider for Call-Off Contracts to Contracting Bodies for Direct Awards shall be the prices listed in Schedule 2 (Rate Card) or less if the Provider wishes to. 1.4 Rates Schedule Maximum Rate Schedule Academic s Name Maximum Daily Rate Maximum Hourly Rate 17

18 SCHEDULE 3 OFGEM S TRAVEL AND SUBSISTENCE EXPENSES POLICY Travel expenses Rail All consultants must travel standard class and first class travel is not permitted under any circumstances. Consultants should take advantage of any discounted fares and book as far as possible in advance to obtain the best deal. Where possible rail travel is the preferred option for travel within the UK and to Brussels. Travel expenses Air Consultants are reminded to use the cheapest airline, take advantage of any discounted fares and book as far as possible in advance to obtain the best deal. First class travel is not permitted under any circumstances. In line with Ofgem s sustainable development action plan, air travel should only be used for journeys within the UK where no alternative surface public transport is available (e.g. to the Scottish islands) or there is a real business need for you to minimise your travel time. Where there is a real business need to travel by air, you should use the cheapest airline and take advantage of any discounted fares in making the booking, booking as far as possible in advance to obtain the best deal. Use of taxis and motor vehicles Public transport must be used wherever possible and taxis / cars should only be used when public transport is unavailable unless consultants can clearly demonstrate that a taxi journey or use of a motor vehicle is cost effective and has clear advantages compared to the use of public transport. The claim will require details of each journey. Use of corporate Oyster Cards Consultants are reminded that for London travel, Oyster Cards are the most cost effective means of paying and should be used in preference to taxis. Use of teleconferencing and video conferencing To minimise travel, teleconferencing and video conferencing should be used wherever possible Subsistence expenses including hotels Reasonable subsistence expenses will be paid for work incurred on official Ofgem business, subject to prior approval from the relevant Ofgem Project Manager. The most cost effective means of subsistence expenses must be incurred by the consultant and all such expenses will be payable at cost. Payment of expense claims All expense claims will be paid via BACS in response to an invoice appropriately certified and authorised and in keeping with the provisions of the relevant contractual arrangements. No cash payments will be available. 18

19 SCHEDULE 4 CALL-OFF ORDER FORM Authority Address Invoice Address invoices@ofgem.gov.uk Contact Details: Order Number Order Date Framework Agreement To be quoted on all correspondence relating to this Order. Academic Services TO Provider: [insert Provider's name] For the attention of: Telephone number Address 1. SERVICES ORDER REQUIREMENTS (1.1) Services [and Deliverables] Required: (1.2) Commencement Date: (1.3) Contract Price: (1.4) Completion Date: (2.2) Variations to Call-Off Terms and Conditions: 19

20 3. PERFORMANCE OF THE SERVICES [AND DELIVERABLES] (3.1) Key Personnel of the Provider to be involved in the Services [and Deliverables]: (3.2) Location: (3.3) Contract Monitoring Arrangements: 4. COMMERCIALLY SENSITIVE INFORMATION (4.1) The following information shall be deemed Commercially Sensitive Information. BY SIGNING AND RETURNING THIS ORDER FORM THE PROVIDER AGREES to enter into a legally binding contract with the Authority to provide to the Authority the Services specified in this Order Form (together with where completed and applicable, the further-competition order (additional requirements) set out in section 2 of this Order Form) incorporating the rights and obligations in the Call-Off Terms and Conditions set out in the Framework Agreement entered into by the Provider and the Authority on [ X 2017 ] For and on behalf of the Provider: Name and Title Signature Date For and on behalf of the Authority: Name and Title Signature Date 20

21 SCHEDULE 5 - ORDERING PROCEDURES 1. AWARD PROCEDURE 1.1 If the Authority decides to source Services through the Framework, then it will award its Services Requirements in accordance with the procedure in this Schedule 5 and the requirements of the Regulations and the Guidance. 1.2 If the Authority can : determine that its Services Requirements can be met by the Framework Service Providers Services specified in the ITT ; and identify the Framework Service Provider that best met its Services Requirements from the information provided in the Services specified in the ITT ; and determine that all of the terms of the proposed Call-Off Contract are laid down in this Framework Agreement and that the Call Off Terms and Conditions do not require amendment or any supplementary terms and conditions; 1.3 then the Authority may place an Order in accordance with the Direct Ordering Procedure set out in paragraph 2 below. 1.4 If the Authority finds it is not possible to determine which Framework Service Provider is able to provide best value for money; and/or needs to amend or refine the Call-Off Terms and Conditions to reflect its Services Requirements to the extent permitted by and in accordance with the Regulations and Guidance; 1.5 then the Authority shall place an Order in accordance with the Further Competition Procedure set out in paragraph 3 below. 2. DIRECT ORDERING PROCEDURE 2.1 Subject to paragraph 1.2 the Authority when ordering Services under the Framework without holding a further competition shall: develop a clear Statement of Requirements setting out its requirements for the Services; apply the Direct Award Criteria to the Services specified in the ITT for all Framework Service Providers in order to establish which of the Framework Service Providers best meets its Services Requirements; contact the selected Framework Service Provider to confirm it wishes to provide the Services pursuant to the proposed Statement of Requirements. If the Provider indicates that it wishes to provide the Services pursuant to the Statement of Requirements, the Authority shall submit the Statement of Requirements to the Provider. 2.2 Following the receipt of the Statement of Requirements, the Provider shall, within the time period specified by the Authority, either: submit to the Authority its written quotation for the Services for the Authority s; or notify the Authority in writing that it does not wish to provide the Services pursuant to the Statement of Requirements. 21

22 2.3 If the selected Provider notifies the Authority that it does not wish to provide the Services pursuant to the Statement of Requirements, either in accordance with paragraph or in accordance with paragraph 2.2.2, the Authority shall, at its option, either discontinue the Direct Ordering Procedure or contact the runner-up in the initial assessment and repeat the foregoing Direct Ordering Procedure. 2.4 The prices offered by the Provider for Call-Off Contracts to the Authority for Direct Awards shall be the prices listed in the Rate Card or less if the Provider wishes to. 2.5 Upon receipt of the written quotation, the Authority shall decide within a reasonable period whether to award its Services Requirements by placing an Order with the successful Framework Service Provider in accordance with paragraph If the Authority decides not to accept the quotation, the Authority shall at its own discretion decide whether to discontinue the Direct Ordering Procedure, or whether to contact the runner-up in the initial assessment or repeat the process. 3. FURTHER COMPETITION PROCEDURE Authority s Obligations 3.1 If the Authority decides to order Services under the Framework through a further competition, the Authority will : develop a Statement of Requirements setting out its requirements for the Services and invite all Framework Service Providers to submit a proposal; refine the Call-Off Terms and Conditions to reflect its Services Requirements only to the extent permitted by and in accordance with the requirements of the Regulations and Guidance; follow the Regulations and Guidance when conducting a further-competition for its Services Requirements and in particular: invite all Framework Service Providers who are capable of meeting the Authority s Statement of Requirements to provide a proposal, that sets out clearly how it will meet the Authority s Statement of Requirements and the Rates that will apply, for each specific Call-Off Contract to be awarded. This would normally be issued to all the Framework Service Providers specify the weightings to be applied to the Further Competition Award Criteria and any sub-criteria and their weightings; invite proposals in substantially the form set out in Annex A to this Schedule 5 (or such similar or analogous form including forms generated by electronic tendering systems); by giving written notice by to the designated contact for each Framework Service Provider; unless the invitation to submit a proposal is published using an electronic tendering system. In which case, the written notice will be automatically generated according to the information contained within the system and provided for that purpose by each Framework Service Provider; set a time limit for the receipt by it of the proposals which takes into account factors such as the complexity of the subject matter of the contract and the time needed to submit proposals; and 22

23 3.1.4 apply the Further Competition Award Criteria to the Framework Service Providers compliant proposals submitted through the further competition as the basis of its decision to award a Call-Off Contract for its Services Requirements; on the basis set out above, award its Services Requirements by placing an Order with the successful Framework Service Provider in accordance with paragraph 5 which:- The Provider's Obligations states the Services Requirements; states the price payable for the Services Requirements in accordance with the proposal submitted by the successful Framework Service Provider; and incorporates the Call-Off Terms and Conditions applicable to the Services. 3.2 The Provider will establish mechanisms to ensure the consistent monitoring and viewing of invitations to submit proposals published by the Authority. 3.3 The Provider will in writing, by the time and date specified by the Authority in the invitation to put forward a proposal, provide the Authority with either: a statement to the effect that it does not wish to submit a proposal in relation to the relevant Services Requirements and provide the reason for the decision to decline the invitation; or full details of its proposal made in respect of the relevant Statement of Requirements. In the event that the Provider submits a proposal, it should include, as a minimum: summary response addressing the Services Requirements; details of core team that would be used in performance of the Services Requirements; and confirmation of the Rates and discounts that will apply The Provider agrees that all proposals submitted by the Provider in relation to a further competition held pursuant to this paragraph 3 shall remain open for acceptance for thirty (30) days (or such other period specified in the invitation to provide a proposal issued by the Authority in accordance with the Ordering Procedures). 4. NO AWARD 4.1 Notwithstanding the fact that the Authority has followed a procedure as set out above in paragraph 2 or 3, the Authority shall be entitled at all times to decline to make an award for its Services Requirements. Nothing in this Framework Agreement shall oblige any the Authority to place any Order for the Services. 5. FORM OF ORDER 5.1. Subject to paragraphs 1 to 4 above, each The Authority may place an Order with the Provider by serving an Order in writing in substantially the form set out in Schedule 4 (the Order Form ) or such similar or analogous form agreed with the Provider including systems of ordering involving electronic mail or other on-line solutions. 5.2 The Parties agree that any document or communication (including any document or communication in the apparent form of an Order) which is not in the form prescribed by this paragraph 5 shall not constitute an Order under this Framework Agreement. 23

24 6 ACCEPTING AND DECLINING ORDERS 6.1. Following receipt of an Order, the Provider shall promptly and in any event within a reasonable period (taking into account all relevant circumstances in relation to the subject matter and nature of an Order) determined by the Authority and notified to the Provider in writing at the same time as the submission of the Order (which in any event shall not exceed three (3) Working Days) acknowledge receipt of the Order and either: If the Provider: notify the Authority that it declines to accept the Order; or notify the Authority that it accepts the Order by signing and returning one copy of the Order Form notifies the Authority that it declines to accept an Order; or the time-limit referred to in paragraph 6.1 has expired; 6.3 then the offer from the Authority to the Provider shall lapse and the Authority may offer that Order to the Framework Service Provider that submitted the next most economically advantageous tender in accordance with the Further Competition Award Criteria. 6.4 The Provider in agreeing to accept such an Order pursuant to paragraph 5 above shall enter a Call- Off Contract with the Authority for the provision of Services referred to in that Order. A Call-Off Contract shall be formed on the Authority s receipt of the signed Order Form provided by the Provider pursuant to paragraph