Common use of Consultancy Services Clause in Contracts

Consultancy Services. 1.1 The Council engages the Consultant to deliver the Consultancy Services to the Council and the Consultant agrees to appoint the Key Personnel to provide the Consultancy Services on the terms and conditions set out below. 1.2 The Consultant shall ensure that the Key Personnel appointed to provide the Consultancy Services do so in accordance with Good Industry Practice using experience and expertise. 1.3 The Consultancy Services shall commence on the Commencement Date and shall be completed by the Expiry Date, (unless terminated earlier in accordance with the Contract or otherwise in accordance with law or equity). 1.4 In providing the Consultancy Services the Consultant shall comply with any dates or deadlines set by the Authorised Officer. 1.5 The Parties agree that time is of the essence in performing the Consultancy Services. 1.6 The Consultant shall only be permitted to assign this Contract or any part of it or sub-contract the provision of the Consultancy Services or any part of it with the prior written consent of the Authorised Officer, and if consent is given to sub- contract the Consultant will ensure that all obligations under this Contract are set on out in a sub-contract with any sub-contractor. 1.7 The Consultant acknowledges that the Council has placed reliance on the Consultant's reputation, expertise and experience and the Consultant warrants that the Consultancy Services shall be provided: i) in a proper, skilful and workmanlike manner; ii) by a sufficient number of appropriately qualified, trained and experienced personnel with a high standard of skill, care and due diligence and in accordance with Good Industry Practice; iii) in accordance with the Contract and any descriptions provided by the Consultant; iv) to the reasonable satisfaction of the Authorised Officer; and v) in a manner so that the Consultant takes every reasonable precaution to safeguard the Council’s property entrusted to the care of the Consultant. 1.8 The Consultant warrants to the Council that to the extent that any goods, equipment or consumables are provided as part of the Consultancy Services the goods shall: i) be free from defects in design, material and workmanship; and ii) be so formulated, designed, constructed, finished and packaged as to be safe and without risk to health. 1.9 Without prejudice to the Council’s rights to terminate under Clause 3 (Termination), if any of the Consultancy Services supplied are not in accordance with the Contract, the Council shall be entitled to: i) require the Consultant to co-operate with a replacement consultant if the Council shall appoint a replacement consultant as soon as reasonably practicable and in any event within fourteen [14] days of a request to do so; or ii) require repayment of the proportion of the Contract Price which has been paid in respect of the Consultancy Services together with payment of any additional expenditure over and above the Contract Price reasonably incurred by the Council in its absolute discretion in obtaining the replacement consultant or the Council shall in its absolute discretion be entitled to withhold payment of the Contract Price or a proportion of it. 1.10 The Consultant shall hold meetings with the Authorised Officer as often as the Authorised Officer reasonably requires during the Contract Period as may be necessary to secure the satisfactory and timely completion of the Consultancy Services and shall at all times act in good faith, and shall report to the Authorised Officer in writing on the progress in completing the Consultancy Services not less often than once each month. 1.11 The Consultant shall make the Council aware of any difficulties that may arise in the delivery of the Consultancy Services. 1.12 The Consultant shall not discriminate against any person in respect of the delivery of the Consultancy Services. 1.13 The Consultant shall appoint a person (identified in Schedule 4) to exercise its rights and powers under this Contract. The Consultant Manager shall be a senior person within the Consultant organisation and shall be able to make decisions under the Contract without the need for the matter to be escalated within the business. 1.14 The Authorised Officer and the Consultant Manager shall hold regular meetings, being at least monthly for the first three [3] months and quarterly thereafter (unless agreed otherwise) with the purpose of reviewing delivery of the Consultancy Services by the Consultant and the working of the Contract. Such meetings shall identify ways to improve delivery of the Consultancy Service and identify issues under the Contract and any remedial action that is required as a result. Neither Party may charge for any costs incurred in attending these meetings. 1.15 Where identified to the Consultant as being relevant to the Consultancy Services, the Consultant shall be obliged to comply with, and shall ensure that Staff shall comply with, such relevant policies of the Council in addition to any policies available from time to time on the Council’s website which may be relevant to : a) equality, social value and diversity policies; b) health and safety policies; c) safeguarding policies; d) sustainability policies; e) information security rules; f) whistleblowing and/or confidential reporting policies; g) all site rules relevant to the fulfilment of the Contractor’s obligations in the performance of the Services; h) Modern Slavery; i) rules preventing bribery by person’s associated with the Council and the Council’s procedures to prevent bribery by persons associated with Contractors delivering services to the Council;

Consultancy Services. 1.1 2.1 The Council engages Consultancy’s obligation to provide the Consultant Consultancy Services shall be performed by it using one or more representatives of the Consultancy as the Consultancy may consider appropriate (“the Staff”), subject to deliver the Client being reasonably satisfied that the Staff has the required skills, qualifications and resources to provide the Consultancy Services to the Council required standard. 2.2 The Consultancy has the right, at its own expense, to enlist additional Staff in the performance of the Consultancy Services provided that the Consultancy provides details, whenever practicable, of the proposed additional Staff and subject to the Consultant agrees to appoint Client being reasonably satisfied that any such additional Staff has the Key Personnel required skills, qualifications & resources to provide the Consultancy Services on to the terms and conditions set out belowrequired standard. 1.2 2.3 The Consultant shall ensure Consultancy may subcontract all or part of the Consultancy Services, provided that the Key Personnel appointed Consultancy provides details of the proposed subcontractor and subject to the Client being reasonably satisfied that any such subcontractor has the required skills, qualifications & resources to provide the Consultancy Services do so in accordance with Good Industry Practice using experience to the required standard, and expertisesubject to clause 13.7. 1.3 2.4 The Consultancy Services shall commence on may substitute or replace Staff or subcontractors at its discretion provided that the Commencement Date Consultancy provides details of the proposed substitute Staff or subcontractor ahead of the planned substitution and shall be completed by subject to the Expiry DateClient being reasonably satisfied that such substitute Staff or subcontractor has the required skills, (unless terminated earlier in accordance with the Contract or otherwise in accordance with law or equity). 1.4 In providing qualifications, resources and personnel to provide the Consultancy Services to the Consultant shall comply with any dates or deadlines set by the Authorised Officerrequired standard, and subject to clause 13.7. 1.5 The Parties agree that time is of the essence in performing 2.5 Where the Consultancy Services. 1.6 The Consultant shall only be permitted provides additional or substitute Staff or subcontractors to assign this Contract deliver all or any part of it or sub-contract the provision of the Consultancy Services or any part of it with the prior written consent of the Authorised Officer, and if consent is given to sub- contract the Consultant will ensure that all obligations under this Contract are set on out in a sub-contract with any sub-contractor. 1.7 The Consultant acknowledges that the Council has placed reliance on the Consultant's reputation, expertise and experience and the Consultant warrants that the Consultancy Services shall be provided: i) in a proper, skilful and workmanlike manner; ii) by a sufficient number of appropriately qualified, trained and experienced personnel with a high standard of skill, care and due diligence and in accordance with Good Industry Practice; iii) in accordance with the Contract and any descriptions provided by the Consultant; iv) to the reasonable satisfaction of the Authorised Officer; and v) in a manner so that the Consultant takes every reasonable precaution to safeguard the Council’s property entrusted to the care of the Consultant. 1.8 The Consultant warrants to the Council that to the extent that any goods, equipment or consumables are provided as part of the Consultancy Services pursuant to clauses 2.2, 2.3 and 2.4 above, the goods shall: i) Consultancy shall be free from defects in design, material responsible for paying these additional Staff or subcontractors and workmanship; and ii) be so formulated, designed, constructed, finished shall ensure that any agreement between the Consultancy and packaged as any such additional or substitute Staff or subcontractors shall contain obligations which correspond to be safe the obligations of the Consultancy under the terms of this Agreement and without risk to healththe Consultancy shall remain responsible for the acts or omissions of any such additional or substitute Staff or subcontractor. 1.9 Without prejudice 2.6 The Consultancy shall take all reasonable steps to avoid any unplanned changes of Staff or subcontractors assigned to the Council’s rights to terminate under Clause 3 (Termination), if any performance of the Consultancy Services supplied are not but if the Consultancy is unable for any reason to perform the Consultancy Services the Consultancy should inform the Client on the first day of unavailability and in accordance such case shall provide a substitute subject to the provisions of clause 2.4. 2.7 Due to the specialised nature of the work there may be a lengthy learning process for any Staff or subcontractor prior to becoming familiar with the Contractwork. As a result, where Staff or subcontractors are substituted, the Council Consultancy shall provide wherever possible, at its own expense, an overlap period for such substitute Staff or subcontractors. 2.8 In the event that the Consultancy is unable to supply either the original Staff or subcontractor or acceptable substitute Staff or subcontractors then the Client is entitled to cancel this Agreement forthwith. 2.9 Any related Statement of Work shall specify the fee payable by the Client and such disbursements as may be agreed and any other relevant information. 2.10 Save as otherwise stated in this Agreement, the Client acknowledges and accepts that the Consultancy is in business on its own account and the Consultancy shall be entitled to: i) require the Consultant to co-operate with a replacement consultant if the Council shall appoint a replacement consultant as soon as reasonably practicable seek, apply for, accept and in perform contracts to supply its services to any event within fourteen [14] days of a request to do so; or ii) require repayment of the proportion of the Contract Price which has been paid in respect of the Consultancy Services together with payment of any additional expenditure over and above the Contract Price reasonably incurred by the Council in its absolute discretion in obtaining the replacement consultant or the Council shall in its absolute discretion be entitled to withhold payment of the Contract Price or a proportion of it. 1.10 The Consultant shall hold meetings with the Authorised Officer as often as the Authorised Officer reasonably requires third party during the Contract Period as may be necessary to secure the satisfactory and timely completion term of the Consultancy Services and shall at all times act this Agreement provided that this in good faith, and shall report no way compromises or is to the Authorised Officer in writing on detriment to the progress in completing the Consultancy Services not less often than once each month. 1.11 The Consultant shall make the Council aware of any difficulties that may arise in the delivery performance of the Consultancy Services. 1.12 The Consultant shall not discriminate against any person in respect of the delivery of the Consultancy Services. 1.13 The Consultant shall appoint a person (identified in Schedule 4) to exercise its rights and powers under this Contract. The Consultant Manager shall be a senior person within the Consultant organisation and shall be able to make decisions under the Contract without the need for the matter to be escalated within the business. 1.14 The Authorised Officer and the Consultant Manager shall hold regular meetings, being at least monthly for the first three [3] months and quarterly thereafter (unless agreed otherwise) with the purpose of reviewing delivery of the Consultancy Services by the Consultant and the working of the Contract. Such meetings shall identify ways to improve delivery of the Consultancy Service and identify issues under the Contract and any remedial action that is required as a result. Neither Party may charge for any costs incurred in attending these meetings. 1.15 Where identified to the Consultant as being relevant to the Consultancy Services, the Consultant shall be obliged to comply with, and shall ensure that Staff shall comply with, such relevant policies of the Council in addition to any policies available from time to time on the Council’s website which may be relevant to : a) equality, social value and diversity policies; b) health and safety policies; c) safeguarding policies; d) sustainability policies; e) information security rules; f) whistleblowing and/or confidential reporting policies; g) all site rules relevant to the fulfilment of the Contractor’s obligations in the performance of the Services; h) Modern Slavery; i) rules preventing bribery by person’s associated with the Council and the Council’s procedures to prevent bribery by persons associated with Contractors delivering services to the Council;

Consultancy Services. 1.1 3.1 The Council engages Consultant agrees to provide the Consultancy Services and the Agency agrees to accept the Consultancy Services subject to the terms and conditions of this Agreement. 3.2 The Consultant to deliver shall during the Term provide the Consultancy Services to the Council and the Consultant agrees to appoint the Key Personnel to provide the Consultancy Services on the terms and conditions set out below. 1.2 The Consultant shall ensure that the Key Personnel appointed to provide the Consultancy Services do so in accordance with Good Industry Practice using experience and expertise. 1.3 The Consultancy Services shall commence on the Commencement Date and shall be completed by the Expiry Date, (unless terminated earlier Agency in accordance with the Contract or otherwise requirements set out in accordance with law or equity)Schedule 2 including the Timetable and production of the Reports set out in Schedule 2. 1.4 In providing 3.3 The Consultant shall in its performance of the Consultancy Services have and use reasonable care, skill, diligence and expertise and shall use all lawful and reasonable endeavours to promote the best interests of the Agency. 3.4 Throughout the Term the Agency shall afford the Consultant shall comply with any dates or deadlines set by such access to the Authorised Officer. 1.5 The Parties agree that time is of Agency’s premises and such other technical information, documents, records and other material as the essence in performing Consultant may reasonably require to provide the Consultancy Services. 1.6 3.5 The Consultant shall only be permitted to assign this Contract or any part of ensure its employees and anyone for whom it or sub-contract the provision of the Consultancy Services or any part of it is vicariously liable comply with the prior written consent of the Authorised Officerall fire, Health & Safety and if consent is given to sub- contract the Consultant will ensure that all obligations under this Contract are set security guidelines when on out in a sub-contract with any sub-contractorAgency property. 1.7 The Consultant acknowledges that the Council has placed reliance on the Consultant's reputation, expertise and experience and the Consultant warrants that the Consultancy Services shall be provided: i) in a proper, skilful and workmanlike manner; ii) by a sufficient number of appropriately qualified, trained and experienced personnel with a high standard of skill, care and due diligence and in accordance with Good Industry Practice; iii) in accordance with the Contract and any descriptions provided by the Consultant; iv) to the reasonable satisfaction of the Authorised Officer; and v) in a manner so that the Consultant takes every reasonable precaution to safeguard the Council’s property entrusted to the care of the Consultant. 1.8 The Consultant warrants to the Council that to the extent that any goods, equipment or consumables are provided as part of the Consultancy Services the goods shall: i) be free from defects in design, material and workmanship; and ii) be so formulated, designed, constructed, finished and packaged as to be safe and without risk to health. 1.9 Without prejudice to the Council’s rights to terminate under Clause 3 (Termination), if any of the Consultancy Services supplied are not in accordance with the Contract, the Council shall be entitled to: i) require the Consultant to co-operate with a replacement consultant if the Council shall appoint a replacement consultant as soon as reasonably practicable and in any event within fourteen [14] days of a request to do so; or ii) require repayment of the proportion of the Contract Price which has been paid in respect of the Consultancy Services together with payment of any additional expenditure over and above the Contract Price reasonably incurred by the Council in its absolute discretion in obtaining the replacement consultant or the Council shall in its absolute discretion be entitled to withhold payment of the Contract Price or a proportion of it. 1.10 3.6 The Consultant shall hold meetings with not unlawfully discriminate within the Authorised Officer meaning and scope of the provisions of the Race Relations ▇▇▇ ▇▇▇▇ or the Sex Discrimination Act 1975 (as often as the Authorised Officer reasonably requires during the Contract Period as may be necessary amended from time to secure the satisfactory and timely completion time) or relating to discrimination in employment in its performance of the Consultancy Services and shall at take all times act in good faith, reasonable steps to secure the observance of such conditions by all employees or agents of the Consultant and shall report all Approved Sub-Contractors employed to the Authorised Officer in writing on the progress in completing perform the Consultancy Services not less often than once each monthor any part. 1.11 3.7 The Consultant shall make notify the Council aware of any difficulties that may arise Agency in the delivery of event that any Nominated Consultant Representative ceases to be employed by the Consultant (or ceases to be employed by the Consultant in connection with the Consultancy Services) and shall seek the written consent of the Agency prior to any change to the identity of the Nominated Consultant Representatives. 1.12 3.8 The Agency may on giving 5 working days' notice in writing to the Consultant change its Nominated Agency’s Representatives. 3.9 Time shall not discriminate against any person in respect be of the delivery of essence in relation to the Consultancy Services. 1.13 The Consultant shall appoint a person (identified in Schedule 4) to exercise its rights and powers under this Contract. The Consultant Manager shall be a senior person within performance by the Consultant organisation and shall be able to make decisions under the Contract without the need for the matter to be escalated within the business. 1.14 The Authorised Officer and the Consultant Manager shall hold regular meetings, being at least monthly for the first three [3] months and quarterly thereafter (unless agreed otherwise) with the purpose of reviewing delivery of the Consultancy Services by provided that the Agency agrees that it may on the reasonable request of the Consultant and the working of the Contract. Such meetings shall identify ways to improve delivery of the Consultancy Service and identify issues under the Contract and any remedial action that is required as a result. Neither Party may charge for any costs incurred in attending these meetings. 1.15 Where identified to the Consultant as being relevant to the Consultancy Services, the Consultant shall be obliged to comply with, and shall ensure that Staff shall comply with, such relevant policies of the Council in addition to any policies available from time to time on extend period(s) or date(s) included in the Council’s website Timetable by written notice to the Consultant whereupon time shall again be of the essence in relation to the revised Timetable. 3.10 The parties acknowledge that, except for any information which may is exempt from disclosure in accordance with the FOIA, and notwithstanding any other term of this Agreement, the Consultant hereby consents for the Agency to publish the Agreement to the general public in its entirety (but with any information, which is exempt from disclosure in accordance with the provisions of the FOIA, redacted), including from time to time agreed changes to the contract. 3.11 The Agency shall be relevant to responsible for determining in its absolute discretion whether any of the content of the Agreement is exempt from disclosure in accordance with the provisions of the FOIA either : a) equality, social value and diversity policies; b) health and safety policies; c) safeguarding policies; d) sustainability policies; e) information security rules; f) whistleblowing and/or confidential reporting policies; g) all site rules relevant to the fulfilment of the Contractor’s obligations in the performance of the Services; h) Modern Slavery; i) rules preventing bribery by person’s associated 3.11.1 following consultation with the Council Consultant and having taken (or not taken, as the Council’s procedures case may be) its views into account; or 3.11.2 without consulting the Consultant. 3.12 The Consultant shall assist and cooperate with the Agency to prevent bribery by persons associated with Contractors delivering services enable the Agency to the Council;publish this Agreement.