East Devon District Council

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Guide Standard conditions of contract

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2. Definitions

2.1 ‘the Contract’ and ‘the Agreement’ shall mean either: -

(a)          the agreement made by the acceptance by the Supplier of any order placed or Letter of Intent issued to the Supplier by the Buyer, otherwise than in pursuance of a tender or quotation received and accepted in whole or in part by the Buyer, or

(b)          the agreement made by the acceptance by the Buyer in whole or part of a tender or quotation, inclusive of any Contract Documents, submitted by the Supplier to the Buyer where such part of that tender or quotation is confirmed as accepted by way of the Buyer’s Acceptance, and these Conditions and the Contract Documents shall be construed together as one instrument.

 

‘Contract Documents’ shall mean:

the Buyer’s tender document or form of quotation or similar, all duly priced and submitted by the Supplier to the Buyer, incorporating and priced in accordance with any special conditions, preliminaries, specification, contract drawings and/or schedule of items to be supplied in relation to the Service together with the Buyer’s Acceptance.

 

‘Controller’ has the meaning given in the GDPR

 

‘Council’: East Devon District Council of Knowle, Station Road, Sidmouth, EX10 8HL

 

‘Data Loss Event’ shall mean:

any event that results, or may result, in unauthorised access to Personal Data held by the Supplier under this Agreement, and/or actual or potential loss and/or destruction of Personal Data in breach of this Agreement, including any Personal Data Breach

 

‘Data Processing Operations’ shall mean:

the processing of Personal Data relating to employees and officers of the Council, its service providers, service users and/or other third parties, as necessary for the provision of the Services during the Term, and for such periods after the Term as are required for compliance with applicable Laws, together with such ancillary processing of Personal Data relating to employees and officers of the Council, its service providers, service users and/or other third parties as is necessary for the performance of the Supplier's obligations under this Agreement, or the administration of this Agreement

 

‘Data Protection Legislation’ shall mean:

(i) the GDPR, the LED and any applicable national implementing Laws as amended from time to time (ii) the DPA 2018 subject to Royal Assent to the extent that it relates to processing of personal data and privacy; (iii) all applicable Law about the processing of personal data and privacy.

 

‘Data Protection Impact Assessment’:

an assessment by the Controller of the impact of the envisaged processing on the protection of Personal Data.

 

‘Data Protection Officer’ has the meaning given in the GDPR

 

‘Data Subject’ has the meaning given in the GDPR

 

‘Data Subject Access Request’:

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

 

‘DPA 2018’: means the Data Protection Act 2018

 

‘GDPR’: the General Data Protection Regulations (Regulation (EU) 2016/679)

 

‘Law(s)’ means:

any law, statute, subordinate legislation within the meaning of section 21(1) of the Interpretation Act 1978, bye-law, 'enforceable right' within the meaning of section 2 of the European Communities Act 1972, regulation, order, mandatory guidance or code of practice, judgment of a relevant court of law, or directives or requirements of any regulatory body with which the Supplier is bound to comply.

 

‘LED’: Law Enforcement Directive (Directive (EU) 2016/680)

 

‘Personal Data’ has the meaning given in the GDPR

 

‘Personal Data Breach’ has the meaning given in the GDPR

 

‘Processor’:

has the meaning given in the GDPR and Process, Processed and Processing shall be construed accordingly.

 

‘Protective Measures’ shall mean:

appropriate technical and organisational measures which may include: pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the such measures adopted by it.

 

‘Sub-processor’ means:

any third party appointed to process Personal Data on behalf of the Supplier related to this Agreement.

 

‘Supplier’: means the supplier of the Services

 

‘Supplier Personnel’ means:

all directors, officers and employees of the Supplier engaged in the performance of the Supplier's obligations under this Agreement.

 

‘the Buyer’ shall mean:

East Devon District Council. The Buyer may by notice in writing to the Supplier appoint a representative to receive or administer receipt of the Service or any part of it on the Buyer’s behalf, in which case reference in these Conditions to the Buyer shall be deemed to include reference to that appointed representative.

 

‘the Supplier’ shall mean:

the person, consultant, firm or company employed to carry out the Service for the Buyer being either:-

(a)          the person, consultant, firm or company having accepted an order or request from the Buyer either by Buyer’s Acceptance or otherwise than in the pursuance of a tender, or

(b)          the person, consultant, firm or company whose tender or part of whose tender has been accepted, or in either case the expression shall where the context so admits include, as the case may be, the personal representatives or permitted assigns of that person, the successors of the partners for the time being in the firm and their permitted assigns, and the permitted assigns of the company.

 

‘the Parties to the Contract’ shall mean:

the Buyer of the first part and the Supplier of the second part.

 

‘the Service’ and ‘Services’ shall mean:

the supply of any services, goods or works (including all commodities and intellectual property), by the Supplier to the Buyer, or the carrying out of works (including all operations or installations) or the carrying out of surveys and the like and/or the supply of reports and other information and the like by the Supplier for the Buyer in accordance with the terms of the Contract.

 

‘the Facility’ shall mean:

the property or building or facility or land owned or leased by the Buyer to which the goods comprised in the Service are to be delivered, or where the services or works comprised in the Service are to be carried out.

 

‘the Contract Price’ shall mean:

the price given to the Buyer by the Supplier either by way of a tender or formal quotation or similar, or agreed by separate negotiation between the Parties to the contract.

 

‘the Buyer’s Acceptance’ shall mean either:-

 

(a)          a Letter of Intent, namely the letter written by the Buyer to the Supplier; or

(b)          a Buyer’s official order namely the formal order form written by the Buyer and given to the Supplier; as appropriate to the case, and in either case detailing the agreements made within the Contract and triggering the Buyer’s commitment to the Contract with the Supplier for the Service.

 

‘Working Day’ means:  any day other than a Saturday, Sunday or public holiday in England and Wales

 

2.2          Any reference to an Act or Statutory Instrument shall include reference to any amendment or re-enactment thereof.