Clarifications
There are 113 clarifications for this DPS
74. Change in Law - We note that at present, any change in law is at Supplier's risk and we will not be able to request for an increase to pricing.
We would request that this position is reconsidered so that in the event that there is a change of law that imposes a tax onto the Supplier, or impacts the cost of procuring the Goods, that we are able to revisit the pricing in such circumstances.
The Core Terms refer to a General Change in Law and a Specific Change in Law. In relation to the former the Supplier bears the risk of the change and is not entitled to ask for an increase to the Charges. Core Term 24 defines the process for any variation to an Order Contract.
Answered
05/06/2020 13:32
73. Termination - We note that CCS or the Buyer can terminate the contract immediately in the event that a contract Default that is not corrected in line with an accepted Rectification Plan and in the event that the relevant authority rejects a Rectification Plan or the Supplier does not provide it within 10 days of the request.
We would request that such termination rights are limited to circumstances where there has been a material default.
The breaches described in these clauses are deemed to be areas under the reasonable control of the Supplier or areas where the Supplier has been given an opportunity to correct the failure but has not done so.
Answered
05/06/2020 13:31
72. Indemnities - Dependent on the discussions around intellectual property, it may be difficult to procure an unlimited indemnity for IPR infringement, particularly if the Buyer is able to change the Goods.
As currently drafted (12.2 and 14.8) indemnities for any Default relating to applicable Law, and any breach of Data Protection Law are required.
Can this please be limited this to material breaches?
Indemnities identified within the Core Terms relate specifically to areas under the reasonable control of the Supplier.
Clause 11.5 of the CCS Core Terms is varied with deletions marked as strikeout and insertions underlined as follows:
In spite of Clauses 11.1 and 11.2, the Supplier does not limit or exclude its liability for any indemnity given under Clauses 7.5, 8.3, 9.5, 12.2 or Call-Off Schedule 2 (Staff Transfer) of a Contract.
In spite of Clauses 11.1, 11.2 but subject to Clauses 11.3 and 11.4, the Supplier's aggregate liability in each and any Contract Year under each Contract under Clause 14.8 shall in no event exceed £10 million.
Answered
05/06/2020 13:30
71. Delivery - The definition of Delivery is not defined as physical delivery of the Goods; accordingly, the Goods would be with the Customer, but at Supplier's risk.
From an insurance perspective, this is problematic, because if the Buyer has possession of the goods but they have not been formally 'Delivered', and any issues arises, our insurers would be unlikely to accept a claim on this basis.
Further, from a practical perspective, the Buyer can cancel any order or part order which has not been "Delivered", on immediate notice. Due to the definition of "Delivery" the Buyer may already have physical possession of the Goods at the point of cancellation.
Would it be possible to further clarify the definition of "Delivery"? We would suggest it is physical delivery at the nominated place of delivery.
Please note the amendment to Core Term 3.2.3 ""The Supplier transfers risk of the Goods on Delivery and ownership or possession of the Goods on payment for those Goods, whichever is earlier.""
The definition of Delivery in Joint Schedule 1 states ""delivery of the relevant Deliverable or Milestone in accordance with the terms of an Order Contract as confirmed and accepted by the Buyer"". The definition of Delivery can therefore be further described and agreed by the Buyer and Supplier in the Order Contract.
Answered
05/06/2020 13:28
70. Core Terms clause 9.1 - Whilst we can agree to sublicence our IPR we cannot agree to it being changed or adapted. For example, if we supply hardware that incorporates software and we grant a licence to change our IPR, then we could be required to deliver up proprietary information to enable this right to be exercised. Could we suggest the addition of the following sentence at the end of this clause: "Nothing in this clause shall require the Supplier to deliver up proprietary information."
Clause 9.1 requires the Supplier to "licence to use, change and sub-license the Supplier's Existing IPR" but only for the purpose of the Buyer receiving and using the Deliverables. Any proprietary information that was required to be supplied would be limited to effecting the change to the Existing IPR for these purposes.
Answered
28/05/2020 10:05
69. Core Terms Clause 23.6 - We already have frameworks in place with the majority of our suppliers which contain confidentiality provisions. As such will not always be possible to disclose scope and durations.
CCS and it's customers, as public authorities, need to comply with principles of transparency and use only reputable supply sources in order to promote ethical business practices and policies. This clause supports the achievement of these objectives by making transparent the supply chain relied up by Suppliers upon request from CCS or an individual Buyer.
Answered
28/05/2020 10:05
68. Core Terms Clause 23.2 - We can agree to an assignment to any public body but we have internal processes to follow regarding competition and financing in respect of any assignment to a private company.
The private body the Order Contract was assigned to would be performing the functions of, and acting on behalf of, a public authority. The public authority would only appoint a private body who had satisfied the public authority's own financial criteria. However, CCS agrees that it would be reasonable for a supplier to undertake financial checks before completion of any assignment process.
Answered
28/05/2020 10:04
67. Core Terms Clause 16.3 - In the event of a Freedom of Information request we would expect to be notified and given the opportunity to make representations about such proposed disclosure.
The legal obligations arising under the Freedom of Information legislation are only applicable to public authorities and they need to be at liberty to decide on appropriate responses to any applications. Buyers may consult with Suppliers as interested third parties when preparing their responses.
Answered
28/05/2020 10:03
66. Core Terms Clause 10.5.6 - We agree to this clause in principle but provided that this does not involve the disclosure of our confidential information.
The clause does not refer to the disclosure of confidential information to a Replacement Supplier.
Answered
28/05/2020 10:03
65. Core Terms Clause 10.3 - We agree to this clause in principle but the operation of 10.5.2 on termination should not affect the Buyer's obligation to pay for goods already delivered.
This clause applies where circumstances within the Supplier's reasonable control have given rise to termination so that the Buyer's payment obligations cease.
Answered
28/05/2020 10:02
64. Core Terms Clause 9.1 - We will provide a licence to use the Goods in the UK only or any other area stated within a Contract Order. We can only licence of IPR in relation to the use and operation of our own goods.
CCS believes that the requirement for a worldwide licence in very unlikely to arise. However, if the provision of a worldwide licence is required by a Buyer and the Supplier is unable to provide it, the Supplier will not be capable of meeting the Buyer's requirements and should deselect themselves from the bidding process.
The reference to ""Replacement Supplier"" in this clause relates to any infringement of the Supplier's IPR arising from the Buyer acquiring deliverables from the Replacement Supplier.
Answered
28/05/2020 09:59
63. Core Terms Clause 4.6 - We can agree to a right of set off but this must be limited to the relevant Order Contract as we are a large supplier with different divisions.
The application of the clause is limited to the Buyer's contractual relations with the Supplier. The requirement to provide "notice and reasons" implies that a dialogue will have preceded any proposed set-off.
Answered
28/05/2020 09:55
62. Core Terms Clause 2.9 - If Supplier incurs additional costs or time impact due to an error, omission or misrepresentation in the information provided by the Relevant Authority then Supplier should be entitled to an adjustment.
Clause 2.9 needs to be read in conjunction with clause 2.8 so that the Supplier needs to perform its own checks for errors, omissions or misrepresentations prior to the Order Contract.
Answered
28/05/2020 09:52
61. Core Terms Clause 2.7 - We rely on the information provided by the Relevant Authority in order to offer the most appropriate goods/services. As such, we expect it to be accurate and in the event that it transpires not to be then we should be able to additional costs or time as appropriate.
Clause 2.7 needs to be read in conjunction with clause 2.8. Clause 2.7 is designed to ensure that the Supplier performs its own checks for errors, omissions or misrepresentations prior to entering into the Order Contract. CCS accepts that it is reasonable for the Supplier to be able to rely on any representations made by the Buyer once the Supplier has made any necessary checks. Clause 18 - 'No other terms apply' will protect the Supplier from the application of any representations not recorded and agreed in the Order Contract.
Answered
28/05/2020 09:52
60. Will CCS accept ISO27001 as an alternative to Cyber Essentials?
Yes, for the VCIS DPS we will accept ISO27001 as an alternative. Suppliers should select Yes to Q155 and provide the relevant certificate information as requested.
Answered
26/05/2020 12:03
59. Please can you clarify if questions 177 and 178 of the standard questionnaire are applicable to businesses under the £36m threshold?
Q177 and 178 refer to evidence supporting Apprenticeships (Q144-146). If you can support apprenticeship where appropriate please respond accordingly. A response stating No to these specific questions would not prevent you from being appointed to this DPS.
However the £36m threshold you quote relates to Modern Slavery (Q138 &139) If you are not a relevant commercial organisation as defined by section 54 (""Transparency in supply chains etc."") of the Modern Slavery Act 2015 ""the Act"" please select No to question 138.
Answered
19/05/2020 14:27
58. DPS Schedule 4 - Again many of the clauses in this schedule are highlighted or in square brackets for completion/selection/deselection. If this schedule if to apply please could the CCS populate all of the clauses in order that we can assess whether we are able to sign up to the framework.
Version 2.0 of the bid pack has been published. DPS Schedule 4 has been updated in the revised version.
Answered
19/05/2020 13:20
57. DPS Schedule 3 - Schedule 3 has not been populated and many of the clauses are still highlighted in yellow or square brackets for completion/selection/omission. The tables in the annex are also blank. We assume that the pricing schedule we submit to the CCS will form the DPS pricing under this schedule. Please could the CCS confirm. Additionally, we have not been notified how long the DPS pricing will be fixed for (clause 4.1). We would expect to agree a new price list annually but this schedule would restrict us from doing so. We are unable to give profit and cost breakdowns pursuant to clause 4.3 but again it is unclear if this applies as the clause is currently in square brackets. The guidance notes do say that this schedule can be listed as "Not Used" if it is not felt appropriate to establish maximum prices. On reviewing the tender documentation we do not feel that the maximum pricing schedule is appropriate but if the CCS feels it is then this schedule to be populated to enable us to assess whether we are able to sign up to the framework. Please could the CCS populate the schedule by return?
Version 2.0 of bid pack has been published. DPS Schedule 3 is not required for this agreement.
Answered
19/05/2020 13:19
56. Condition 9.1 - Whilst we can agree to sublicence our IPR we cannot agree to it being changed or adapted. For example, if we supply hardware that incorporates software and we grant a licence to change our IPR, then we could be required to deliver up proprietary information to enable this right to be exercised. This is not something that can therefore be agreed.
Please note that clause 9.1 of the Core Terms is qualified by two provisions which limit the scope of the licence granted by the Supplier to the Buyer i.e. to receive and use the Deliverables and to make use of the Deliverables provided by a Replacement Supplier. The clause is therefore strictly limited to the subject matter of the Order Contract and allows the Buyer the freedom to maximise the value delivered by the Supplier without being restricted by IPR issues. The Buyer, being a public authority, is not concerned with exploiting the Supplier's IPR for any other purpose. The IPR applicable to any given Order Contract can be discussed and agreed by the Supplier and Buyer prior to the award of the Order Contract.
Answered
19/05/2020 15:12
55. Please could it be confirmed what the difference between the RM6213 (Vehicle Charging Infrastructure Framework) and the Transport Technology & Associated Services (formerly known as TMT3) Lot 4: Sustainable Transport Technologies which incorporates;
Sustainable Transport Infrastructure (TMT2 Lot 10)
Without limitation, goods and services relating to this lot can include charge point
equipment, inductive wireless charges, access and payment solutions, Charge Point
Management Systems (CPMS) and portable and transportable electrical energy storage and recharging solutions. (TMT2 Customer Guidance Doc.)
Are these being procured as two separate opportunities? One is due in May one is postponed due to Covid.
RM6213 is a bespoke agreement to capture all aspects of vehicle charging. The TMT2 (and it's next iteration TTAS) includes vehicle charging as part of a wider traffic management solution. These are separate opportunities RM6213 is a Dynamic Purchase Systrem agreement and the planned RM6099 Transport Technology Agreement & Associated Srevices wil be a framework agremment.
Answered
07/05/2020 15:03
