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Clarifications

There are 84 clarifications for this DPS

I would appreciate if CCS could provide a detailed breakdown of the products/services filter categories listed in the DPS Category Export page of the Vehicle Charging Infrastructure Solutions DPS Framework.
There is no detailed breakdown available. Buyers can determine what products/services they required based on their specific requirements.
Answered
Jun-15-2020 11:16
I have been registering our organisation for the Vehicle Charging Infrastructure Solutions (VCIS) on the CCS site, but I have appeared to have submitted the form before it was checked instead of saving it. We have some changes to the PCS and the questions around Cyber Security as we have now had confirmation of joining the scheme, but I am unable to update our information. Please can you let me know how we can make changes to the Standard Selection Questionnaire for our organisation.
Please refer to emails sent by Commercial Manager on 9th June.
Answered
Jun-11-2020 10:39
As we are now an appointed supplier are we allowed to state this on our website/social media? Can you confirm if there is a marketing directive associated with this DPS that we need to adhere to?
Please refer to Welcome email issued from RM6213 mailbox on 05/06/2020.
Answered
Jun-05-2020 13:39
Good Morning, We have been accepted onto the Vehicle Charging Infrastructure Solutions, as an Appointed Supplier. In the email it states that 'Contracting authorities will now be able to download your details for inclusion in their procurements. To minimise any delays, you are encouraged to upload any related evidence/documentation that you have confirmed you can supply, so that it is readily available to contracting authorities wishing to make an award.' I'm working through getting these uploaded onto the portal but once this is done can you confirm the next steps? What I'm keen to understand is where the procurements will be led from as I'm unsure that this landing portal where we've completed this content would be used as the tendering portal? Is there an additional portal for procurement and if so can you confirm the link? Many thanks.
Please refer to Welcome email issued from RM6213 mailbox on 05/06/2020.
Answered
Jun-05-2020 13:38
In relation to clause 12 of the Guarantee, we note that CCS/Buyer may assign the benefit of the Guarantee. We assume that this would only be assignable to anyone that the underlying contract has been assigned to?
It is unlikely that assignment of the benefit of the Guarantee would be to any person other than the party to whom the Order Contract had been assigned to.
Answered
Jun-05-2020 13:38
In the event that CCS or any Buyer wishes to obtain a Guarantee pursuant to Schedule 8, will CCS/Buyer specify which parent company it wishes to be the Guarantor?
It is likely that the Buyer would ask the Supplier to nominate a suitable Guarantor who would then either be accepted or rejected.
Answered
Jun-05-2020 13:37
Termination for convenience: We note that upon termination for convenience, the Buyer's payment obligations stop immediately (10.5.2). We do note however that in respect of cancellation, that the Buyer would cover the Supplier's committed costs (subject to mitigation etc). Is it the case that CCS intends that termination would be dealt with in a similar manner to cancellation in respect of committed costs?
Core Term 10.5.2 relates to the Buyer's payment obligations under the terminated Order Contract following termination for one of the reasons listed in Core Term 10.4.1 and is therefore termination following a breach of contract. The breaches described 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. Termination would therefore be treated differently from cancellation.
Answered
Jun-05-2020 13:37
Guarantee - We note that Clause 2 relates to all performance obligations. We note that the obligations under the guarantee are open ended. Would it be possible to limit the scope of the guarantee to any payment obligations? We would request Clause 6 is amended to be subject to any financial cap and calendar expiry date and Clause 15 has an expiry date.
DPS Joint Schedule 8 - (Guarantee) is drafted to provide the assurances to Buyers that the Order Contract entered into will be performed as originally agreed. However, the Guidance Note states "this is a draft form of guarantee which can be used to procure either a DPS Guarantee or an Order Guarantee, and so it will need to be amended to reflect the Beneficiary's requirements." Therefore, the final wording can be agreed between the Buyer and Supplier. CCS does not intend to request a DPS Guarantee at this time.
Answered
Jun-05-2020 13:36
Financial Distress - We note the wide definition of Financial Distress Event. We would be grateful if we could discuss narrowing the definition of Financial Distress Event - in particular, removing the concept of Key Subcontractors from scope. Please can you confirm if you are open to discussion around this point?
As public funds are being committed to Order Contracts entered into by Buyers it is important that the financial health of the "Monitored" companies are kept under close review and action taken where indications show any deterioration. Key Subcontractors are likely to be integral to the successful provision of the Deliverables and therefore need to be included in the definition of Monitored Company.
Answered
Jun-05-2020 13:35
Confidentiality - Pursuant to clause 15.3, Supplier's Staff must enter into a direct confidentiality agreement with the Relevant Authority at its request. We as the Supplier ensure that appropriate confidentiality provisions are contained within its contracts of employment. Whilst we note that this is only an optional provision which may be exercised by a Buyer, we would suggest that where a Buyer requires any additional confidentiality, that the Supplier would be the appropriate counterparty to any enhanced confidentiality provisions.
It is anticipated that the confidentiality provisions incorporated in the Core Terms will only apply between the Relevant Authority and Supplier. In exceptional circumstances Core Term 15.3 may give an individual Buyer additional reassurance where particularly sensitive information needs to be disclosed as part of an Order Contract.
Answered
Jun-05-2020 13:34
Intellectual Property - We note that the contract requires that a royalty free, irrevocable, transferrable worldwide licence to use, change and sub-licence the IPR is required to be provided. Further, any new IPR created under a Contract will be owned by the Buyer. Whilst we would of course be willing to explore such options with sub-contractors, in our experience, this position would be unlikely to be agreeable to sub-contractors, and in the event that we are able to achieve this, the price would be reflective of this wide position. In particular, we suggest that the right to change the IPR in the Goods may not be an acceptable position to a rights holder. We suggest that it may work to a Buyer's favour if we were to consider whether the wide licence and ownership of any new IPR is required by the Buyer on a project by project basis. This would enable us to provide cost effective and efficient solutions to the Buyers' needs. Please can you confirm?
New IPR as defined will be created by the Supplier (or a third party on behalf of the Supplier) or arising as a result of the Supplier's performance under the Order Contract. Subcontractors would therefore not be subject directly to these provisions. The licensing of the Supplier's Existing IPR is for the defined and limited purposes of receiving and using the Deliverables from the Supplier and any Replacement Supplier.
Answered
Jun-05-2020 13:33
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
Jun-05-2020 13:32
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
Jun-05-2020 13:31
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
Jun-05-2020 13:30
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
Jun-05-2020 13:28
Our Selection Questionnaire has been submitted and has "Assessing" status; can you confirm that we must wait for further instructions to start the DPSQ and if so how long before that confirmation comes through. Regards
The Assessing stage usually lasts up to 15 days, if CCS is required to carry out further enquiries then this may take up slightly longer than the 15 days but notice and information will be given
Answered
May-28-2020 15:39
Good Morning, As an SME we aren't required to have our accounts audited, they are compiled and reviewed by our Accountants and we can provide a letter from them stating this. Would this be acceptable in support of the requirement for the accounts to be audited? Many thanks.
Accounts would only be requested if your organisation did not meet the required financial threshold (D&B failure score). In this event, a letter would be accepted alongside your accounts.
Answered
May-28-2020 15:35
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
May-28-2020 10:05
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
May-28-2020 10:05
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
May-28-2020 10:04
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