Clarifications

85. 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.

84. 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.

83. 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?

82. 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.

81. 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?

80. 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?

79. 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?

78. 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.

77. 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?

76. 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.

75. 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?

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.

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.

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?

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.

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."

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.

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.

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.

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.