Clarifications

111. With regard to Annex 2 - The Goods, Please delete and mark as "Not Used".

110. With regard to Contract Schedule 1 Definitions - Goods, Proposed Amendment - Please delete this definition. Note that Goods are not relevant to our contract and should be deleted throughout as per our comments on the DPS.

109. In regards to Part 2 Contract Terms clause 41.1 Customer Termination Rights, Proposed Amendment - Please delete this clause and mark as "Not Used" This is a consequential amendment due to deletion of guarantee provision.

108. With regard to Part 2 Contract Terms clause 37.5 Insurance, Proposed Amendment - Delete the words "copies of all insurance policies referred to in clause 37 or" in the first and second lines after the words "on request". Delete the words "together with receipts or other evidence of payment of the latest premiums due under those policies" at the end of the clause. As a supplier we are only able to provide broker's certificates as evidence of our insurances as our insurance policies are commercially confidential as between us and our insurers. Additionally, evidence of premium payment should not be separately required, as the brokers would not issue the certificates if premiums had not been paid. Therefore, receipt of a broker's certificate is, in itself, evidence of payment.

107. With regard to Part 2 Contract Terms clause 36.2.1 Liability, Proposed Amendment - Please delete all text and subclauses below the word "liability:" at the end of the second line and add the words "[one] million pounds (£[1],000,000) in the aggregate" As a supplier we need some clarity as to the values of the Contracts in order to assess our liability under each Contract. We would anticipate this should be agreed on a case by case basis. Additionally, we do not believe it is value for money for the client to impose an annual cap on liability and therefore our proposal is for an aggregate cap. As noted above, we also do not consider that Service Credits or Compensation for Critical Service Level Failure should apply to these types of services.

106. In regards to Part 2 Contract Terms clause 29.1 Appointment of Sub-Contractors, Proposed Amendment - Please delete the word "due" in the first line of 29.1.1 and replace with "reasonable" This is the industry standard duty of care.

105. In regards to Part 2 Contract Terms clause 23.3.1 Retention and Set Off, Proposed Amendment - Please delete the words "or under any other agreement between the Supplier and the Customer". We as a supplier cannot accept cross contract set-off, as this is too onerous to manage and performance under one contract should not penalise another.

104. With regard to Part 2 Contract Terms clause 14 Critical Service Level Failure, Proposed Amendment - Please delete this clause in its entirety and corresponding clauses in the rest of the contract. As a supplier we do not wish to accept this critical level of service failure, unless the Authority can provide some examples of what you consider this type of failure may be and how it may arise. However, if this aspect of service management is necessary for the Authority, we would be prepared to discuss potential examples and how this risk may be mitigated.

103. With regard to Part 2 Contract Terms clause 13 Service Levels and Service Credits, Proposed Amendment - Please delete all references to Service Credits in this clause and the rest of the contract. As a supplier we cannot accept service credits, as these are another form of damages. Given the uncertainty as to what Service Levels may be and what Service Credits may apply (including their quantum), we cannot accept them. We consider these are more appropriate for a facilities management type service provision, not a professional services contract. However, if this aspect of service management is necessary for the Authority, we would be prepared to discuss the mechanism, what they are likely to cover and how service credits will be capped.

102. In regards to Part 2 Contract Terms clauses 9 and 10 Goods and Installation Works, Proposed Amendment - Please delete both of these clauses and mark as "Not Used". As noted above, we as a supplier do not believe that Goods or Installation are relevant to the services we are providing and therefore these clauses should be deleted.

101. With regard to Part 2 Contract Terms clause 8.2 Time of Delivery of the Services, Proposed Amendment - Please add the words "Subject to clause 7.1.3" at the start of the clause. This should again be specifically subject to our overriding duty of care to the client.

100. With regard to Part 2 Contract Terms clause 7.1.4(c) Provision of the Services, Proposed Amendment - Please add the words "Subject to clause 7.1.3" at the start of the clause. As a supplier our obligation to provide the Services to meet the requirements of the customer is quite subjective and making this subject to the duty of care obligations in 7.1.3 gives more clarity to this.

99. In regards to Part 2 Contract Terms clause 6.3.1 (b) Rectification of Delay and clause 6.4, Proposed Amendment - Please delete 6.3.1(b) and clause 6.4 in their entirety. As a supplier we cannot accept delay payments for a services contract, we do not believe this is an appropriate remedy in service provision.

98. In regards to Part 2 Contract Terms clause 6.2.3 Control of Implementation Plan, Proposed Amendment - Please delete this clause and mark as "Not Used" As a supplier we cannot accept time of essence obligations for a services contract.

97. With regard to Part 2 Contract Terms clause 4 Contract -Guarantee, Proposed Amendment - Please delete this clause in its entirety and mark as 'Not Used' See comment above about guarantee.

96. With regard to Part 1 Contract order Form paragraph 10.2, Proposed Amendment -Please delete this ref Contract Guarantee. Further amendments will be needed to the Contract Form to delete all references to the Guarantee and Guarantor. See our comment above in the DPS about guarantees.

95. With regard to Part 1 Contract order Form paragraph 7.2, Proposed Amendment - Please delete all the paragraphs below "[OR]" As a supplier we will accept caps on liability that reflect the value of a contract and the amounts shown in clause 36.2.1 of the Contract should be the limits of liability.

94. With regard to Schedule 14 Insurance Requirements Annex 1 Part A paragraph 8, Proposed Amendment - Please delete this paragraph. As a supplier we are unable to provide details of, or warrant maximum levels of deductibles, as these are commercially confidential between us and our insurers.

93. In regards to Schedule 14 Insurance Requirements Annex 1 Part A paragraph 7.7, Proposed Amendment - Please delete this paragraph. Aircraft and marine vessels are not relevant to this matter.

92. In regards to Schedule 14 Insurance Requirements Annex 1 Part A paragraph 7.2, Proposed Amendment - Please delete this paragraph. As a supplier we does not consider that notification of claims in this way is a necessary inclusion. Notification of a claim, does not necessarily mean a claim will be successful. Additionally, the level of £1,000 which triggers notification is far too low.