Clarifications

190. Please can you confirm that "Dynamic Market Place Agreement V1 WATERMARKED.pdf" are the final terms that suppliers have agreed to join this marketplace and that this is the legally binding terms between CCS and the suppliers. The watermark "SAMPLE" implies that this is not the final agreement.

189. Previously, on 24 October, we submitted two detailed questions concerning IPR. Can you please advise when you will be able to provide responses?

188. Previously, we asked two clarification questions with reference to Sch 5 para 2.4.6, asking that you make available the Regulations and Guidance and to clarify whether this would apply to both Rapid Award Contracts and Standard Award Contracts. Your responses to both questions are a single full stop, date stamped respectively as "Answered Oct-23-2019 16:17" and Answered Oct-23-2019 15:54 Can you please review your responses and provide us with the complete answers to our questions?

186. Hello, I hope you are doing well. Please can you clarify what type of quality assurance report is required to be uploaded as part of the answer for question 86 of the Generic Apprenticeship Prospectus Template?

185. I refer to answers given on 23 October to the question regarding Sch 5 para 2.4.6, reference to the Regulations and Guidance. the answers given are blank. Can you please clarify your response? In particular, can you make available the Regulations and Guidance or delete the reference to them in the framework agreement? Thank you.

184. Our legal advisor has asked the following clarification questions: Third Party IPR: As per clause 22.14 of the Call Off Terms, the Supplier shall procure that the Customer is granted a direct license in respect of any Third Party IPR on terms at least equivalent to those under which Supplier licenses its Background IP (including the right to assign/novate licences). If the Supplier cannot obtain for the Customer a Third Party IPR licence materially in accordance with the licence terms applying to its Background IPR, the Supplier shall: (a) notify the Customer in writing giving details of what licence terms can be obtained from the relevant third party and whether there are alternative providers which the Supplier could seek to use; and (b) only use such Third Party IPR if the Customer Approves the terms of the licence from the relevant third party. Questions: - What assurance do we have that CCS/Call Off Customer will approve the Third Party IPR license terms? - Is it possible for CCS to pre-agree these terms as part of the Framework submission? - Suppliers' operations are generally dependent on using some elements of Third Party IPR. If, at the stage of a direct award of a Call Off Contract, the Customer does not approve the Third Party IPR license terms, will the Supplier be deemed to be in breach of the Call Off Contract and/or Framework Agreement giving the right to the Customer to terminate?

183. Our legal advisor has asked the following clarification question: 1) Supplier Background IPR: As per clause 22.5 of the Call Off Terms, the Supplier grants to the Customer a perpetual, royalty-free and non-exclusive licence to use the Supplier Background IPR for any purpose relating to the Goods and/or Services (or substantially equivalent goods and/or services) or for any purpose relating to the exercise of the Customer's (or, if the Customer is a Central Government Body, any other Central Government Body's) business or function. Furthermore, according to clause 22.9 (a) of the Call Off Terms the Customer has the right to sublicense the above license to a third party (including a Replacement Supplier) for the same as above purposes. Finally, as per clause 22.11 of the Call Off Terms, the Customer may assign, novate or otherwise transfer its rights and obligations under the licence granted above to: a) a Central Government Body; or b) to any body (including any private sector body) which performs or carries on any of the functions and/or activities that previously had been performed and/or carried on by the Customer. Supplier Background IPR is defined in Contract Schedule 1 (Definitions) as the IPRs owned by the Supplier before the Contract Commencement Date and/or created by the Supplier independently of the Call Off Contract. Question: As the above provisions are currently drafted, the Supplier shall have to provide a perpetual, royalty free license to all its IP created before or independently of the applicable Call Off Contract, including the Supplier's software (even if such IP is irrelevant to the Project Specific IPR) to the Customer, any Central Government or private sector body and/or a Replacement Supplier (who may well be a competitor of the Supplier) for purposes which in a particular case may be irrelevant to the use of the Project Specific IPR (i.e. for any purpose relating to the exercise of the Customer's business or function). Please confirm if this is the intent of the said provisions and, if not, whether the said provisions will be amended to provide a more balanced approach to the protection of both parties' interests?

182. 3.2.2 / 4.4 Where we have a large client base, we need to organise audit requirements accordingly. Please allow for prior notice period of at least 10 days.

181. 18.5 (b) Key Sub-Contract "Our IT Service providers (suppliers) can fall under the definition of Key Sub Contractors. As we have a large client base, we propose changing this to notification (rather than consent) with an opportunity to object within 30 days. Working on individual consent is not always practical."

180. "We note that the CCS shall have a right to terminate the DMP Agreement without cause at any time following 6 months and that a contracting authority (Customer) shall have a right to terminate a Contract without cause at any time. Is the CCS able to confirm whether there is any scope for Gen2 to agree for the inclusion of an initial minimum term, prior to its entering into any Contract? We are concerned about Gen2 in future diverting and ring-fencing its resources for a particular Contract, to the potential detriment of its other business, only for the Contract to then be terminated by a Customer early due to no fault of Gen2's. "

179. "Is the CCS able to clarify to what extent a supplier shall have a right to remedy any default, including in performance of the Services, under the DMP Agreement and/or a Contract, prior to CCS and/or any Customer having a right to suspend or terminate the DMP Agreement and/or a Contract. "

178. "Noting that suppliers shall be given the opportunity to notify a Customer of their unwillingness to tender for a Contract on receipt of an invitation to tender using the "Standard Award Procedure, is the CCS able to clarify whether, under Schedule 5 to the DMP Agreement, suppliers will be able to refuse any Contract awarded to them by a Customer (i.e. on receiving a signed order form from the Customer) under the "Rapid Award Procedure", or whether they shall be bound to accept such Contract under the DMP Agreement.

177. I can find no mention of a minimum level of economic and financial standing and/or minimum financial threshold specified within the evaluation criteria for this procurement to be able to answer question 129 - can I leave this unanswered?

176. Is Cyber Essentials essential? We don't currently hold it, but will be working towards it in the not too distant future.

175. Please can you confirm that we only need to provide details of one example contract in question 133 and that we are to leave questions 134, 135 and 137 unanswered.

174. Hello, Can you please clarify what the timeline is once an application has been submitted? We have read the read me first doucment but it doesnt say how long the checks will take. Is there still a timeline between submission and gaining approval to be on framework? Thank You.

173. Hello, Please could you clarify the following points: 1. Attachment 2 Management Information (MI) Reporting Template - Do we need to complete this as part of the submission? 2. Attachment 3 Financial Assessment Template - We have provided our audited accounts for the last two years. Does this mean we are exempt from completing the financial assessment template? 3. SQ Evidence Submission Queries - Do we need to provide the attachments for sections below for our submission to be compliant? o 177. Upload documentary evidence to support your commitment to developing and investing in skills, development and apprenticeships o 178. Upload documentary evidence to demonstrate the process that ensures your supply chain supports skills, development and apprenticeships in line with PPN 14/15 o 179. Upload documentary evidence for a list of relevant principal contracts for goods and/or services provided in the last three years o 180. Upload documentary evidence for a certificate for each principal contract for goods and/or services provided in the last three years Thank You.

172. Can CCS please confirm whether Schedule 5: Staff Transfer (Part B) of the contract applies to EPA organisations and that this would only relate to defaulted contracts as opposed to natural termination at end of a contract?

171. Please can CCS clarify whether potential suppliers on the framework are obliged to accept any contract awarded to them through the "Rapid Award Procedure"?

170. Noting the previous question and CCS' clarification dated 27th June 2019 concerning the status of potential suppliers under data protection legislation and under any contract, please confirm whether a potential supplier providing an End Point Assessment Service as an EPAO may also draw up such terms on the basis of an independent data "controller" relationship between the supplier and customer, given the fact that such suppliers must inevitably also determine the purposes and means of processing in order to provide their service and shall also be bound by their own regulatory obligations concerning provision of any such service.