Common use of Contracting Bodies Clause in Contracts

Contracting Bodies. Any Contracting Body may at their absolute discretion (but is under no obligation whatsoever to) during the Framework Term order Services from the Contractor in accordance clause 4.4 above. The Parties acknowledge and agree that the Contracting Bodies have the right to order Services pursuant to this Framework Agreement provided that they comply at all times with the Regulations and the ordering procedure in Schedule 5 (Call-Off Contract Award Procedure) and any reference to DfE shall be deemed to be a reference to the Contracting Body. If there is a conflict between Schedule 5 (Call-Off Contract Award Procedure) and the Public Contract Regulations, the Public Contract Regulations shall take precedence. Where a Contracting Body awards a Call-Off Contract under this Framework Agreement the Contracting Body shall be entitled to enforce the rights of DfE under this Framework Agreement as if they were its own for the purposes of receiving the Services and obligations under its Call-Off Contract, and clause 40 of this Framework Agreement shall be construed accordingly CONTRACTOR’S APPOINTMENT DfE appoints the Contractor as a potential Contractor of the Services and the Contractor shall be eligible to be considered for the award of orders for such Services, during the term of the Framework Agreement. NON-EXCLUSIVITY The Contractor acknowledges that, in entering into this Framework Agreement, no form of exclusivity or volume guarantee has been granted by DfE for the Services and that DfE is at all times entitled to enter into other contracts and arrangements with other Contractors and any other third parties for the provision of any or all services which are the same as or similar to the Services. conflicts OF INTEREST The Contractor shall: not permit its obligations to its other clients and third parties (including other governmental bodies and organisations providing services to other governmental bodies) to interfere or conflict in any material way with its duty (which the Contractor hereby acknowledges) to comply with its obligations under this Framework Agreement or any Call-Off Contract to the required standards; take appropriate steps to ensure that neither the Contractor nor any of the Personnel is placed in a position where, in the reasonable opinion of DfE, there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Contractor or any of the Personnel and the duties owed to DfE or any Reliance Party under the provisions of this Framework Agreement or any Call-Off Contract; in each case, a “Conflict of Interest”; and conduct its business, operations and activities in a politically neutral fashion, The Contractor warrants and represents to DfE that it has performed appropriate conflict checks in accordance with Good Industry Practice prior to the Framework Commencement Date and that at the Framework Commencement Date there are no Conflicts of Interest that would prohibit or otherwise impair the objectivity of the Contractor in its performance of its obligations under this Framework Agreement. The Contractor shall in advance of each and every Engagement and in any case within 72 hours (or where DfE reasonably considers an Engagement to be of an urgent nature within 24 hours) of request by DfE, or requirement under the Call-Off Contract Award Procedure (as set out in Schedule 5 (Call-Off Contract Award Procedure)) perform appropriate conflict checks in accordance with Good Industry Practice and notify DfE of the results of such conflict checks. The Contractor shall actively monitor and manage conflicts in accordance with Good Industry Practice. In the event that during the term of this Framework Agreement, or during the term of any Call-Off Contract, a Conflict of Interest or potential Conflict of Interest arises in connection with the Services, the Contractor shall: immediately notify DfE of the Conflict of Interest or potential Conflict of Interest; take all reasonable steps to manage the Conflict of Interest or potential Conflict of Interest in accordance with clause 7.1; follow DfE’s reasonable instructions in relation to such Conflict of Interest or potential Conflict of Interest; and subject to clause 9.1.2 of this Framework Agreement (Reliance and Disclosure), if DfE is not satisfied with the Contractor’s actions in accordance with clause 7.4.2, on request by DfE promptly end any relationship it may have with any third party, where that relationship has given rise to the Conflict of Interest (or potential Conflict of Interest). Subject to clause 9.1.2 of this Framework Agreement (Reliance and Disclosure), the Contractor shall indemnify DfE in relation to any loss arising from the termination of the Framework Agreement or any Call-Off Contract in accordance with clause 27.1.4 of this Framework Agreement (Termination on Default) or in accordance with clause 22.3.5 of the Call-Off Terms and Conditions (Termination). This shall include, but shall not be limited to, indemnification in relation to management costs and costs associated with obtaining the Services from a Replacement Contractor. WARRANTIES AND REPRESENTATIONS DfE and the Contractor warrant and represent to each other that: each party has full capacity and authority to enter into and perform its obligations under this Framework Agreement; this Framework Agreement is executed by a duly authorised representative of each party; and each party has not committed and will not commit any Fraud by entering into this Framework Agreement. The Contractor warrants and represents to DfE that: all information, statements and representations contained in its response to the Invitation to Tender are and all responses made to DfE as part of the Call-Off Contract Award Procedure set out in Schedule 5 to this Framework Agreement will be true and accurate and not misleading and that information, statements and representations made in tendering for work under the call-off process will be true and accurate; no claim is being asserted and no litigation or similar action or potential litigation is being taken against it that might affect its ability to provide its obligations under this Framework Agreement or any Call-Off Contract; it is not subject to any contractual obligation that is likely to have a detrimental effect on its ability to perform its obligations under this Framework Agreement or any Call-Off Contract; it has not committed or agreed to commit a Prohibited Act and has no knowledge that an agreement has been reached involving the committal by it or any of its Affiliates of a Prohibited Act, save where details of any such arrangement have been disclosed in writing to DfE before the Framework Commencement Date; IT HAS NOT BEEN LISTED BY ANY GOVERNMENT DEPARTMENT OR AGENCY AS BEING DEBARRED, SUSPENDED, PROPOSED FOR SUSPENSION OR DEBARMENT, OR OTHERWISE INELIGIBLE FOR PARTICIPATION IN GOVERNMENT PROCUREMENT PROGRAMMES OR CONTRACTS ON THE GROUNDS OF A PROHIBITED ACT; it is not aware of any financial or other advantage being given to any person working for or engaged by DfE, or that an agreement has been reached to that effect, in connection with the execution of the Framework Agreement or any Call-Off Contract, excluding any arrangement of which full details have been disclosed in writing to DfE before execution of the Framework Agreement or Call-Off Contract; it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Contractor’s obligations, all licences, authorisations, permits and necessary consents under the Framework Agreement; neither the Contractor nor any of its Personnel or other persons associated with it: has been convicted of any offence involving slavery and human trafficking; and to the best of its knowledge, has been or is the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or Regulatory Body regarding any offence or alleged offence of or in connection with slavery and human trafficking; no proceedings or other steps have been taken and not discharged (nor, to the best of its knowledge, are threatened) for the winding up of the Contractor or for its dissolution or for the appointment of a receiver, administrative receiver, liquidator, manager, administrator or similar officer in relation to any of the Contractor’s assets or revenue; it shall perform the Services in accordance with and comply at all times with any statutory duty it owes to DfE, the Education Provider or any other persons in connection with the Services; and it shall not introduce any Malicious Software to or otherwise cause damage to the DfE System. Each of the representations and warranties set out in clauses 7.2, 8.1 and 8.2 shall be construed as a separate warranty and representation and shall not be limited or restricted by reference to or inference from the terms of any other representation, warranty or any other undertaking in this Framework Agreement or any Call-Off Contract. If at any time the Contractor becomes aware that a representation or warranty given by it under clauses 7.2, 8.1 and 8.2 has been breached, is untrue or is misleading, it shall immediately notify DfE of the relevant occurrence in sufficient detail to enable DfE to make an accurate assessment of the situation. For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination DfE may have in respect of the breach of that provision by the Contractor which constitutes a Default of this Framework Agreement. RELIANCE AND DISCLOSURE DfE may request that additional persons are added as a Reliance Party in an Engagement Letter or subsequently by agreement between the Parties. The Contractor shall: not unreasonably withhold its consent where DfE requests prior to entry into any Engagement for any other persons to be added as an additional Reliance Party; and