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-====== STANDARD TERMS ======+===== 2017 Standard Crime Contract Standard Terms =====
  
  
----------------------+
 +February 2017 
 +Contents
  
 +Clause
 +Clause Heading
 +1
 +Interpretation
 +2
 +Relationship and communication
 +3
 +Working with third parties
 +4
 +Financial disclosure and risk
 +5
 +Equality and diversity
 +6
 +Logos and marketing
 +7
 +Your obligations,​ looking after Clients, compliance and self-monitoring
 +8
 +Keeping records and completing and returning forms
 +9
 +Provision of information and access to your premises
 +10
 +Standard of Contract Work
 +11
 +KPIs
 +12
 +Contract Documents and precedence
 +13
 +Amendments to the Contract Documents
 +14
 +Your account with us, Claims, payments and Assessments
 +15
 +Confidentiality
 +16
 +Data protection
 +17
 +FOIA
 +18
 +Warranties
 +19
 +Indemnity
 +20
 +Giving notices
 +21
 +Things you must tell us about
 +22
 +Novations and Qualifying Events
 +23
 +Bribery, collusion, false tenders, fraud and unethical behaviour
 +24
 +Sanctions
 +25
 +How this Contract can be ended
 +26
 +Consequences of termination
 +27
 +Reconsidering decisions and the review procedure
 +28
 +Dispute resolution
 +29
 +Governing law and jurisdiction
 +30
 +General
 1. Interpretation 1. Interpretation
  
Line 44: Line 108:
 "​Bribery Legislation"​ means the Bribery Act 2010 and any subordinate legislation made under it from time to time together with any guidance or codes of practice issued by the government concerning the legislation;​ "​Bribery Legislation"​ means the Bribery Act 2010 and any subordinate legislation made under it from time to time together with any guidance or codes of practice issued by the government concerning the legislation;​
  
 +“Business Continuity Plan” means your written plan setting out the processes and arrangements which you will follow to ensure continuity of your business processes and operations following any failure or disruption of any element of the provision of Contract Work and the recovery of the provision of Contract Work in the event of an Unplanned Interruption;​
  
-----------------------+“Business Day” means any day except Saturday, Sunday and any bank or public holiday in England and Wales;
  
 +“Business Hours” means 9am to 5.30pm each Business Day;
  
 +“Case” means all the work carried out under this Contract in Criminal Proceedings and Prison Law for all Clients represented by you in those proceedings in respect of:
  
 +(a) one offence (that is an offence for which the Client is charged or summoned or otherwise required to appear in court); or
  
-2017 Standard Crime Contract+(b) more than one offence, where one or more charges or informations are preferred or laid at the same time; or where
  
-Standard Terms+(c) the offences are allegedly founded on the same facts or form part of a series of offences;
  
-February 2017+“Category of Law” or “Category” or “Category of Work” means a "​category of law" set out in the Category Definitions document, published by us on our website (as amended by us, provided that had the Category Definitions document been a Contract Document such amendments would not have been prohibited by Clause 13.1);
  
-1 Contents+“CEDR” means the Centre for Effective Dispute Resolution; “Certificate” means as described in Legal Aid Legislation;​ 
 +“Change of Control” means a change of control that shall occur in respect of a person where:
  
-Clause Heading+(a) Control of that person is obtained by any person who did not at the Contract Start Date hold Control of that person; or
  
-Interpretation+(b) a person who has Control of that person at any time during the Contract Period ceases to have Control of that person
  
-Relationship and communication+save that any such event shall not constitute a Change of Control in respect of a person where its Ultimate Parent Company (if any) before the relevant event remains its Ultimate Parent Company after the event; 
 +“Civil Legal Services” has the meaning given to it in section 8 of the Act;
  
-Working with third parties+“Civil Merits Regulations” means the Civil Legal Aid (Merits Criteria) Regulations 2013;
  
-Financial disclosure ​and risk+“CJS Online” means the online system for managing the transmission of information between component parts of the criminal justice system including courts, police, prosecution ​and defence organisations;​
  
-Equality and diversity+“Claim” means a claim for payment for Contract Work submitted on the Contract Report Form we specify for that purpose;
  
-Logos and marketing+“Class of Work” means Criminal Investigations,​ Criminal Proceedings,​ Appeals ​and Reviews, Prison Law and Associated Civil Work and “Class” and “Classes” have the corresponding meaning;
  
-Your obligations,​ looking after Clients, compliance and self-monitoring+“Clause” means a clause in these Standard Terms (unless specified otherwise);
  
-Keeping records ​and completing and returning forms+“Client” means an individual whom the Director (or a person authorised by the Director) or the court has determined qualifies for receipt of Contract Work and for whom you are performing or have performed Contract Work;
  
-Provision ​of information ​and access to your premises+“Comptroller” means an officer ​of the House of Commons who exercises its functions in accordance with the Budget Responsibility ​and National Audit Act 2011;
  
-Standard ​of Contract Work+“Constable” means a police officer, a British Transport Police officer, an officer ​of HM Revenue and Customs and any other official with a power of arrest by virtue of his or her office. It does not include any other investigators,​ e.g. government departments,​ local authority or Serious Fraud Office even if they have power to search premises or are required by section 66(9) of the Police and Criminal Evidence Act 1984 (PACE) to have regard to the PACE Codes of Practice;
  
-KPIs+“Consultative Bodies” means The Law Society, the Legal Aid Practitioners Group, and The Bar Council. For Associated Civil Work only, Consultative Bodies also includes the Advice Services Alliance;
  
-Contract ​Documents ​and precedence+Contract” means the agreement between you and us which consists of the Contract Documents;
  
-Amendments to the Contract Documents+Contract Documents” has the meaning given to it in Clause 12.1;
  
-Your account with us, Claims, payments ​and Assessments+“Contract for Signature” means the document of that name issued by us and signed by you and us in relation to this Contract;
  
-Confidentiality+“Contract Liaison Manager” means the member of your personnel nominated by you from time to time in accordance with Clause 2 to liaise with us on day to day matters concerning this Contract being, as at the Contract Start Date, as set out in your Contract for Signature;
  
-Data protection+“Contract Manager” means a person nominated by us from time to time in accordance with Clause 2 to liaise with you about this Contract;
  
-FOIA+“Contract Period” has the meaning given to it in the Contract for Signature;
  
-Warranties+“Contract Report” means a report providing information required by us on any aspect ​ of  your  performance ​ under  this  Contract, ​ on  the  Matters ​ and cases 
 +commenced under it (including the Contract Work performed and the current position on each such Matter or case and the names and addresses of Clients) and on Claims made and payments received;
  
-Indemnity+“Contract Report Form” means such form as we may specify (in any format we specify, including electronic format) for making claims or for providing information about you and/or this Contract including, Contract Work, your performance under and compliance with this Contract or your legal status and constitution;​
  
-Giving notices+“Contract Review Body” and “CRB” means the body appointed in accordance with Clause 27.14 to determine formal reviews pursuant to Clause 27;
  
-Things you must tell us about+“Contract Start Date” means the date specified in your Contract for Signature as the date this Contract starts;
  
-Novations ​and Qualifying Events+“Contract Work” means the work that you may perform for Clients in the Category or Categories of Law and/or Class(es) of Work specified in your Schedule(s) and the Specification under, or by virtue of, this Contract;
  
-Briberycollusionfalse tenders, fraud and unethical behaviour+“Control” means the possession by a person or body directly or indirectly of the power to direct or cause the direction of your managementpolicies or affairs (whether through the exercise of voting sharesby contract or otherwise) and “Controlled” ​and “Controllers” shall be interpreted accordingly;​
  
-Sanctions+“Costs Assessment Manuals” means our manuals setting out guidance as to how the courts will assess costs in Legal Aid matters and accordingly how we will Assess Claims, as may be amended by us provided that had the Costs Assessment Manuals been a Contract Document, such amendments would not have been prohibited by Clause 13.1;
  
-How this Contract can be ended+“Counsel” means a barrister or solicitor with higher rights of audience in independent practice;
  
-Consequences ​of termination+“Criminal Cases Review Commission” or “CCRC” means the independent body that reviews potential miscarriages ​of justice in criminal cases in England, Wales and Northern Ireland;
  
-Reconsidering decisions and the review procedure+“Criminal Defence Direct” is a service provided by independent contractors under separate contractual arrangements. Criminal Defence Direct’s role is to provide Police Station Telephone Advice for Clients at the Police Station on Matters which fall outside the scope of this Contract;
  
-Dispute resolution+“Criminal Investigations” means the Units of Work covered by the "​Criminal Investigations"​ Class of Work set out at Paragraph 1.3 of the Specification;​
  
-Governing law and jurisdiction+“Criminal Proceedings” has the meaning given to it in section 14 of the Act and regulation 9 of the Criminal Legal Aid (General) Regulations 2013;
  
-General+“Data” means as specified in the Data Protection Act 1998;
  
-21. Interpretation+“Data Protection Legislation” means the Data Protection Act 1998, the EU Data Protection Directive 95/46/EC, the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699), the Privacy and Electronic Communications Directive 2002/58/EC, the Privacy and Electronic Communications (EC Directive) (Amendment) Regulations 2011 and all applicable laws, regulations,​ statute, declaration,​ decree, directive, legislative ​  ​enactment,​ 
 +order, ordinance, regulation, rule or other binding restriction (as amended, consolidated or re-enacted from time to time) relating to the protection of individuals with regards to the processing of personal data and privacy to which a party is subject, including the GDPR on and from 25 May 2018, the date upon which the GDPR applies (as set out in Article 99 (Entry into force and application) of the GDPR) and including where applicable the guidance and codes of practice issued by the UK’s Information Commissioner’s Office and any generally accepted code of good practice;
  
-1.1 In this Contract the following expressions have the following meanings:+“Data Security Guidance” means our published guidance regarding compliance with the Data Security Requirements (which can be located on our website) as may be amended by us provided that had the Data Security Guidance been a Contract Document such amendments would not have been prohibited by Clause 13.1;
  
-Act” means the Legal Aid, Sentencing and Punishment of Offenders Act 2012;+Data Security Requirements” means our data security requirements (which can be located on our website) as may be amended by us provided that had the Data Security Requirements been a Contract Document such amendments would not have been prohibited by Clause 13.1;
  
-Advocacy Assistance” has the meaning given in section 15 of the Act;+Delegated Functions” means a function ​of the Director or the Lord Chancellor delegated to you by an Authorisation;
  
-Affiliate” means any other entity which directly or indirectly Controlsis Controlled +Direct Losses” means damageslossesindebtedness,​ claims, actions, costs (including the cost of legal or professional services, legal costs being on an indemnity basis), expenses, liabilities,​ proceedings,​ demands and charges whether arising ​under statute, contract ​or at common ​law, but excluding Indirect Losses;
-by, or under direct ​or indirect ​common ​Control with you;+
  
-Agent” means an individual or organisation (other than Counsel) engaged by you +Director” means the Director of Legal Aid Casework designated under section 4 of the Act;
-to undertake Contract Work in accordance with the provisions ​of the Contract;+
  
-Appeals and Reviews” means work in respect of an appeal or review ​of a criminal +DOTAS” means the Disclosure ​of Tax Avoidance Schemes rules which require ​promoter of tax schemes to tell HM Revenue and Customs of any specified notifiable arrangements ​or proposals ​and to provide prescribed information on those arrangements or proposals within set time limits as contained in Part 7 of the Finance Act 2004 and in secondary legislation made under vires contained in Part 7 of the Finance Act 2004 and as extended ​to national insurance contributions by the National Insurance Contributions ​(Application of Part 7 of the Finance Act 2004Regulations 2012, SI 2012/1868) made under section 132A of the Social Security Administration Act 1992;
-conviction ​or sentence, ​and the making ​of an application ​to the Criminal Cases +
-Review Commission ​(CCRC);+
  
-Approved Third Party” means an individual ​or organisation engaged by you to +Duty Scheme” or “Scheme” means a duty scheme operating under this Contract ​covering one or more magistrates’ courts ​and/or Police Stations;
-undertake non-legal work ancillary to Contract ​Work, including experts ​and +
-translators but excluding Agents and Counsel;+
  
-Arrangements” means any arrangements made under the Act by us;+Duty Solicitor” means a person who has previously been a member of a Scheme ​under a Previous Contract or is a current member of the Law Society’s Criminal Litigation Accreditation Scheme and passed the PSQ;
  
-Assessment” means an assessment by us or by a competent court or tribunalof +DX” means the Document Exchange service operated ​by DX Network Services Limitedwhose registered office ​is situated at DX House, Ridgeway, Iver, Bucks, SL0 9JQ, and its successors and assignees;
-the amount which (subject to the provisions of this Contract) ​is due in respect of +
-a Claim (on an appeal or otherwise) ​and “Assess” has the associated meaning;+
  
-Associated Civil Work” means Legal Help and civil Legal Representation in actual +Employee” means an individual who undertakes Contract Work on your behalf ​and who:
-or proposed proceedings:+
  
-(a) for judicial review (including proceedings under the Human Rights Act +(a) is director, member ​or partner ​of your organisation; or 
-1998) or proceedings for habeas corpus, provided those proceedings +(b) holds a contract of employment with you;
-arise from Matter ​or Case within the "​Crime"​ Category ​of Law; or+
  
-(b) under the Proceeds ​of Crime Act 2002; or+and (with the exception of directors, Members of LLPs or partnershas employment rights including but not limited to the right to claim unfair dismissal and statutory redundancy payments and who (in all cases) is fully integrated into your organisation,​ is under the control ​of your organisation and mutuality of obligation is present. For the avoidance of doubt, individuals who are self- employed, independent contractors ​or hold a contract for services do not meet this definition. "​Employ"​ and "​Employed"​ shall be construed accordingly;​
  
-(cCivil Legal Services in relation ​to proceedings for injunctions sought in +“Employee Liability Information” means the information which a transferor is obliged to notify to a transferee pursuant to Regulation 11(2of TUPE regarding any person employed by him who is assigned ​to the organised grouping ​of resources or employees which is the subject of a relevant transfer ​and also such employees as fall within Regulation 11(4) of TUPE;
-respect of alleged anti-social behaviour arising under Part 1 section 1 +
-of the Anti-Social Behaviour, Crime and Policing Act 2014; +
-“Audit” means:+
  
-(a) an Official Investigation; ​and/or+“Environmental Information Regulations” means the Environmental Information Regulations 2004 together with any guidance ​and/​or ​codes of practice issued by the Information Commissioner or relevant government department in relation to such regulations;​
  
-(b) an investigation ​by us in connection with the performance of your +“Equality and Diversity Guidance” means our guidelines regarding Providers’ compliance with equality and diversity legislation and Clause 5, as may be amended ​by us provided that had the Equality ​and Diversity Guidance been a Contract ​Document such amendments would not have been prohibited by Clause 13.1;
-obligations ​and/or to check your compliance with your obligations +
-under this Contract;+
  
-Auditor General” means an officer ​of the House of Commons who exercises its +Equality and Diversity Policy” has the meaning given to it in Clause 5.2(b); “Excess Claims” has the meaning given to it in Clause 14.21; 
-functions in accordance ​with the Budget Responsibility ​and National Audit Act +“FOIA” means the Freedom ​of Information Act 2000 and any subordinate legislation made under the Freedom ​of Information Act 2000 from time to time together ​with any guidance ​and/or codes of practice issued by the Information Commissioner or relevant government department in relation to the same;
-2011;+
  
-Authorisation” means any authorisation ​given for the purposes of section 5 of the +Formal Dispute” has the meaning ​given to it in Clause 28.1;
-Act or regulations made under that section; +
-February 2017+
  
-3Bank Covenants” means the agreed performance guidelines set for your Bank +Former Client” means a person ​for whom you have performed work under the Act, the Access to Justice Act 1999 or the Legal Aid Act 1988;
-Facilities (if any);+
  
-Bank Facilities” means any overdraft limits or credit facility available to you and +Fundamental Breach” means:
-their associated terms;+
  
-"​Bribery Legislation"​ means the Bribery Act 2010 and any subordinate legislation +(a) those matters specified in this Contract as being a Fundamental Breach; ​and/or
-made under it from time to time together with any guidance ​or codes of practice +
-issued by the government concerning the legislation;​+
  
-“Business Continuity Plan” means your written plan setting out the processes and +(b) any breach ​of this Contract ​involving dishonesty by you or your personnel;
-arrangements which you will follow to ensure continuity of your business processes +
-and operations following ​any failure or disruption of any element of the provision +
-of Contract ​Work and the recovery of the provision of Contract Work in the event +
-of an Unplanned Interruption;+
  
-Business Day” means any day except Saturday, Sunday ​and any bank or public +General Anti-Abuse Rule” means (a) the legislation in Part 5 of the Finance Act 2013; and (b) any future legislation introduced into parliament to counteract tax advantages arising from abusive arrangements to avoid national insurance contributions;
-holiday in England and Wales;+
  
-Business Hours” means 9am to 5.30pm each Business Day;+GDPR” means the General Data Protection Regulation (EU) 2016/679 of the European ​ Parliament and of the Council ​ of 27 April  2016 on the protection ​   of 
 +natural persons with regard ​to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC;
  
-Case” means all the work carried out under this Contract ​in Criminal Proceedings +Good Industry Practice” means that degree of skill, care, diligence, prudence, timeliness, efficiency and foresight which could reasonably and ordinarily be expected from a skilled, experienced and professionally managed provider of legal services similar to those required to be provided ​under this Contract;
-and Prison Law for all Clients represented by you in those proceedings in respect +
-of:+
  
-(a) one offence ​(that is an offence for which the Client is charged or +“Government Secure Intranet” means the UK government'​s secure wide area network being collection of secure networks including the Government Secure Extranet (GSX), Criminal Justice Extranet ​(CJX) and Criminal Justice Secure email (CJSM);
-summoned or otherwise required to appear in court); or+
  
-(b) more than one offence, where one or more charges or informations +“Halifax Abuse Principle” means the principle explained in the CJEU Case C-255/02 Halifax and others;
-are preferred or laid at the same timeor where+
  
-(c) the offences are allegedly founded on the same facts or form part of +“Head of Contract Management” means the person ​of that name nominated by us from time to time who has responsibility for managing Contract Managers;
-a series ​of offences;+
  
-Category of Law” or “Category” or “Category of Work” means a "​category of law" +Independent Costs Assessor” means a person appointed ​by us to assess Providers’ Claims;
-set out in the Category Definitions document, published ​by us on our website (as +
-amended by us, provided that had the Category Definitions document been a +
-Contract Document such amendments would not have been prohibited by Clause +
-13.1);+
  
-CEDR” means the Centre for Effective Dispute Resolution;+Independent Funding Adjudicator” means an adjudicator appointed by the Lord Chancellor under section 2 of the Act;
  
-Certificate” means as described ​in Legal Aid Legislation;+Independent Peer Review Process” means the process by which an independent Audit of the standard of your Contract Work is performed by us, or on our behalf, of that name, in effect at the Contract Start Date, as may be amended by us provided that had the Independent Peer Review Process been a Contract Document such amendments would not have been prohibited by Clause 13.1;
  
-Change of Control” means a change ​of control that shall occur in respect ​of +Indirect Losses” means loss of profit, loss of business, loss of business opportunity (in each case whether direct, indirect or consequential) or any other claim for special, consequential or indirect loss of any nature;
-person where:+
  
-(a) Control ​of that person ​is obtained by any person who did not at the +“Investigation” means all the Contract Work undertaken for one Client under Section 9 in respect of an arrest or arrests taking place at the same time. An Investigation concludes when either ​(a) the Client is charged or summoned or (b) the Investigation concludes in another way, for example, the police take no further action. An arrest or warrant for breach ​of bail is a separate investigation from the original Investigation but will usually be within the scope of Criminal Defence Direct, and so not within ​the scope of this Contract;
-Contract Start Date hold Control ​of that personor+
  
-(b) a person who has Control of that person at any time during the +“Invitation To Tender Documents” means those documents issued by us inviting you to tender for this Contract ​and which include ​the Rejection Criteria;
-Contract ​Period ceases to have Control of that person +
-save that any such event shall not constitute a Change of Control in respect of a +
-person where its Ultimate Parent Company (if any) before the relevant event +
-remains its Ultimate Parent Company after the event;+
  
 +“IT System” means the configuration of computer components comprising all the software owned by, or licensed to you by a third party (and any updates and enhancements to it), all hardware, telecommunications and network equipment used by you, together with any asset which relies in any respect on computer hardware or other information technology (whether embedded or not) which links the different parts of the system together;
  
-4Civil Legal Services” has the meaning given to it in section 8 of the Act;+KPI” means the key performance indicators specified ​in the Specification“LAA Data” means: 
 +(a) the Data (including, drawings, diagrams, images or sounds (together with any database made up of any of these which is embodied in any electronic, magnetic, optical or tangible media)) which:
  
-“Civil Merits Regulations” means the Civil Legal Aid (Merits CriteriaRegulations +(iare supplied to you by us or on our behalf;
-2013;+
  
-“CJS Online” means the online system for managing the transmission of +(ii) you are required to Process pursuant to this Contractor
-information between component parts of the criminal justice system including +
-courts, police, prosecution and defence organisations;+
  
-“Claim” means a claim for payment for Contract Work submitted on the Contract +(b) any Personal Data for which we are the Data Controller but not including the Shared Data;
-Report Form we specify for that purpose;+
  
-Class of Work” means Criminal Investigations,​ Criminal Proceedings,​ Appeals and +Legal Aid” has the meaning ​given to it in Part 1 of the Act;
-Reviews, Prison Law and Associated Civil Work and “Class” and “Classes” have the +
-corresponding ​meaning;+
  
-Clause” means a clause in these Standard Terms (unless specified otherwise);+Legal Aid Agency” or “LAA” means the Executive Agency of the Ministry of Justice through which the Lord Chancellor acts to administer Legal Aid;
  
-Client” means an individual whom the Director (or a person authorised by the +Legal Aid Legislation” means the Act and statutory instruments made under that Act which are relevant to this Contract;
-Director) or the court has determined qualifies for receipt of Contract Work and +
-for whom you are performing or have performed ​Contract ​Work;+
  
-Comptroller” means an officer of the House of Commons who exercises its +Legal Help” has the meaning given in regulation 13 of the Civil Merits Regulations;
-functions in accordance with the Budget Responsibility and National Audit Act +
-2011;+
  
-Constable” means a police officer, a British Transport Police officer, an officer of +Legal Representation” has the meaning given to it in regulation 18 of the Civil Merits Regulations;
-HM Revenue and Customs and any other official with a power of arrest by virtue +
-of his or her office. It does not include any other investigators,​ e.g. government +
-departments,​ local authority or Serious Fraud Office even if they have power to +
-search premises or are required by section 66(9) of the Police and Criminal +
-Evidence Act 1984 (PACE) to have regard to the PACE Codes of Practice;+
  
-Consultative Bodies” means The Law Society, ​the Legal Aid Practitioners Group, +Legal Services Commission” or “LSC” means the Legal Services Commission established under the Access to Justice Act 1999which was abolished under the Act;
-and The Bar Council. For Associated Civil Work only, Consultative Bodies also +
-includes ​the Advice Services Alliance;+
  
-Contract” means the agreement between ​you and us which consists ​of the +Letters of Clarification” means any written response which you submit to us in respect ​of any request for clarification we make or further information we request in connection with your Tender ​Documents;
-Contract ​Documents;+
  
-Contract Documents” has the meaning given to it in Clause 12.1;+Lexcel” means The Law Society’s international practice management standard;
  
-Contract for Signature” means the document of that name issued by us and +Licensed Body” means the body or organisation which holds a licence ​in force under Part 5 (Alternative Business Structures) of the Legal Services Act 2007;
-signed by you and us in relation to this Contract;+
  
-Contract Liaison Manager” means the member ​of your personnel nominated by +Lord Chancellor’s Directions” means any directions given by the Lord Chancellor under section 4 of the Act;
-you from time to time in accordance with Clause 2 to liaise with us on day to day +
-matters concerning this Contract being, as at the Contract Start Date, as set out +
-in your Contract for Signature;+
  
-Contract Manager” means a person nominated ​by us from time to time in +Lord Chancellor’s Guidance” means the guidance given by the Lord Chancellor under section 4 of the Act;
-accordance with Clause 2 to liaise with you about this Contract;+
  
-Contract Period” has the meaning given to it in the Contract ​for Signature;+Manual” means a dedicated section on our website comprising links to relevant Legal Aid Legislation, ​the Standard Terms, the Specification and other materials relevant ​to the performance of Contract ​Work and compliance with this Contract published by us from time to time;
  
-Contract Report” means a report providing information required by us on any +Market Research Society Code of Conduct” means the Market Research Society’s code of conduct that can be found at www.mrs.org.uk/​standards/​codeconduct.htm and is designed to support all those engaged in marketsocial ​or opinion research in maintaining professional standards;
-aspect ​of your performance under this Contracton the Matters and cases +
-commenced under it (including the Contract Work performed and the current +
-position on each such Matter ​or case and the names and addresses of Clients) and +
-on Claims made and payments received;+
  
-Contract Report Form” means such form as we may specify (in any format we +Matter” means:
-specify, including electronic format) for making claims or for providing information +
-about you and/or this Contract including, Contract Work, your performance under +
-and compliance with this Contract or your legal status and constitution;​+
  
-“Contract Review Body” ​and “CRB” means the body appointed ​in accordance with +(a) in the Criminal Investigations Class of Work, all advice ​and assistance and  Advocacy ​ Assistance ​ provided ​ to  one  Client  ​in  ​respect ​ of an 
-Clause 27.14 to determine formal reviews pursuant to Clause 27; +Investigation,​ whether or not that Investigation is extended ​to include other alleged offences;
-“Contract Start Date” means the date specified in your Contract for Signature as +
-the date this Contract starts;+
  
-“Contract Work” means the work that you may perform for Clients ​in the Category +(b) in the Appeals ​and Reviews ​Class, all advice and assistance to a Client ​(other than advice provided under a Representation Order at the conclusion ​of the Case) if the conviction(s) or sentence(s) arose from a single Case unless it involves the provision ​of advice and assistance or Advocacy Assistance on a legal issue which amounts to a genuinely separate problem;
-or Categories of Law and/or Class(es) of Work specified in your Schedule(s) and +
-the Specification under, ​or by virtue ​of, this Contract;+
  
-“Control” means the possession by a person ​or body directly or indirectly of the +(c) in the Prison Law Class, all advice and assistance ​or Advocacy Assistance provided ​to one Client on a legal issuewhich falls within ​the Specification. A separate matter may only be started concurrently for the same Client on a legal issue which amounts to a genuinely separate problem; ​and
-power to direct or cause the direction of your managementpolicies or affairs +
-(whether through ​the exercise of voting shares, by contract or otherwise) ​and+
  
-“Controlled” and “Controllers” shall be interpreted accordingly;+(d) in the Associated Civil Work Class, all Legal Help or Legal Representation provided to one Client on a legal issue which falls within the Specification;
  
-Costs Assessment Manuals” means our manuals setting out guidance ​as to how +Maximum PoA Limit” means the maximum amount specified by us as payable ​to you as a Payment on Account;
-the courts will assess costs in Legal Aid matters and accordingly how we will Assess +
-Claims, ​as may be amended by us provided that had the Costs Assessment +
-Manuals been Contract Document, such amendments would not have been +
-prohibited by Clause 13.1;+
  
-Counsel” means a barrister or solicitor with higher rights ​of audience in +Members of LLPs” means members ​of a limited liability partnerships;
-independent practice;+
  
-Criminal Cases Review ​Commission” or “CCRC” means the independent body that +Minimum Term Review” means an application to the High Court to review a prisoner’s minimum term and consider a reduction in the prisoner’s tariff. These applications are made on the papers only;
-reviews potential miscarriages of justice in criminal cases in England, Wales and +
-Northern Ireland;+
  
-Criminal Defence Direct” is a service provided by independent contractors under +Monthly Payment” means the Standard Monthly Payment or, where you have opted to be paid on a variable basis, ​the Variable Monthly Payment;
-separate contractual arrangements. Criminal Defence Direct’s role is to provide +
-Police Station Telephone Advice for Clients at the Police Station ​on Matters which +
-fall outside ​the scope of this Contract;+
  
-Criminal Investigations” means the Units of Work covered by the "​Criminal +Not For Profit Organisation” means a Provider that we recognise as aiming not to make a profit from performing Contract ​Work;
-Investigations"​ Class of Work set out at Paragraph 1.3 of the Specification;+
  
-Criminal Proceedings” has the meaning given to it in section 14 of the Act and +Occasion of Tax Non-Compliance” means:
-regulation 9 of the Criminal Legal Aid (General) Regulations 2013;+
  
-“Data” means as specified in the Data Protection Act 1998;+(a) any tax return of yours submitted to the Relevant Tax Authority on or after 1 October 2012 is found to be incorrect as a result of:
  
-“Data Protection Legislation” means the Data Protection Act 1998, the EU Data +(ia Relevant Tax Authority successfully challenging you under the General Anti-Abuse Rule or the Halifax Abuse Principle ​or under any tax rules or legislation that have an effect equivalent or similar ​to the General Anti-Abuse Rule or the Halifax Abuse Principleor
-Protection Directive 95/46/EC, the Regulation of Investigatory Powers Act 2000, +
-the +
-Telecommunications +
-(Lawful +
-Business +
-Practice) +
-(Interception +
-of +
-Communications) Regulations 2000 (SI 2000/​2699), ​the Privacy and Electronic +
-Communications +
-Directive +
-2002/​58/​EC,​ +
-the +
-Privacy +
-and +
-Electronic +
-Communications (EC Directive) (Amendment) Regulations 2011 and all applicable +
-laws, regulations,​ statute, declaration,​ decree, directive, legislative enactment,​ +
- ​order,​ ordinance, regulation, rule or other binding restriction (as amended, +
-consolidated ​or re-enacted from time to time) relating ​to the protection of +
-individuals with regards to the processing of personal data and privacy to which a +
-party is subject, including the GDPR on and from 25 May 2018, the date upon +
-which the GDPR applies (as set out in Article 99 (Entry into force and application) +
-of the GDPR) and including where applicable the guidance and codes of practice +
-issued by the UK’s Information Commissioner’s Office and any generally accepted +
-code of good practice;+
  
-“Data Security Guidance” means our published guidance regarding compliance +(ii) the failure of an avoidance scheme which you were involved in, and which was, or should ​have been, notified to a Relevant Tax Authority under the DOTAS or any equivalent or similar regimeand/or
-with the Data Security Requirements ​(which can be located on our websiteas +
-may be amended by us provided that had the Data Security Guidance been a +
-Contract Document such amendments would not have been prohibited by Clause +
-13.1;+
  
-“Data Security Requirements” means our data security requirements ​(which ​can +(b) any tax return of yours submitted to a Relevant Tax Authority on or after 1 October 2012 which gives rise, on or after 1 April 2013, to criminal conviction in any jurisdiction for tax related offences which is not spent at the Contract Start Date or to a civil penalty for fraud or evasion; 
-be located ​on our website) as may be amended by us provided that had the Data +“Office” means your office(s) from which any Contract Work is performed which must meet the requirements set out in Paragraphs 2.41 to 2.52;
-Security Requirements been Contract Document such amendments would not +
-have been prohibited by Clause 13.1;+
  
-Delegated Functions” means a function of the Director or the Lord Chancellor +Official Investigation” means:
-delegated to you by an Authorisation;​+
  
-“Direct Losses” means damageslossesindebtednessclaims, actions, costs +(a) any investigationof which you are awareinto suspected serious professional misconductbreaches of the Act (or other legislation), or dishonesty by you or your personnelbeing carried out by or authorised by:
-(including the cost of legal or professional services, legal costs being on an +
-indemnity basis), expensesliabilities,​ proceedings,​ demands and charges whether +
-arising under statute, contract ​or at common law, but excluding Indirect Losses;+
  
-“Director” means the Director of Legal Aid Casework designated under section 4 +(i) any organisation (including any Relevant Professional Body) which is responsible for regulating or disciplining you or your personnel;
-of the Act;+
  
-“DOTAS” means the Disclosure of Tax Avoidance Schemes rules which require a +(iius (including our investigation team);
-promoter of tax schemes to tell HM Revenue and Customs of any specified +
-notifiable arrangements or proposals and to provide prescribed information on +
-those arrangements or proposals within set time limits as contained in Part 7 of +
-the Finance Act 2004 and in secondary legislation made under vires contained in +
-Part 7 of the Finance Act 2004 and as extended to national insurance contributions +
-by the National Insurance Contributions ​(Application of Part 7 of the Finance Act +
-2004Regulations 2012, SI 2012/1868made under section 132A of the Social +
-Security Administration Act 1992;+
  
-“Duty Scheme” ​or “Scheme” means a duty scheme operating under this Contract +(b) any investigation by the police into suspected criminal offences relevant to your operations; ​or
-covering one or more magistrates’ courts and/or Police Stations;+
  
-“Duty Solicitor” means a person who has previously been a member ​of a Scheme +(c) any investigation,​ on reasonable grounds, authorised by us (including our investigation team) into suspected serious breaches ​of this Contract;
-under a Previous ​Contract ​or is a current member of the Law Society’s Criminal +
-Litigation Accreditation Scheme and passed the PSQ;+
  
-DX” means the Document Exchange service operated by DX Network Services +Online Account” means your account with us for managing ​the electronic transmission of information between you and us through the Online Service from time to time in accordance with this Contract;
-Limited, whose registered office is situated at DX House, Ridgeway, Iver, Bucks, +
-SL0 9JQ, and its successors and assignees;+
  
-Employee” means an individual who undertakes Contract Work on your behalf +Online Service” means our on-line system for managing the electronic transmission of information between us and Providers;
-and who:+
  
-(a) +“Other Contracting Bodies” means other than usany contracting authority defined in Schedule 1 of the Public Contracts Regulations 2015 and “Other Contracting Body” shall be construed accordingly;
-is a directormember or partner ​of your organisationor+
  
-b) +“Paragraph” meansunless otherwise specifieda provision ​of the Specification;
-holds a contract of employment with you; +
-and (with the exception of directorsMembers of LLPs or partners) has +
-employment rights including but not limited to the right to claim unfair dismissal +
-and statutory redundancy payments and who (in all cases) is fully integrated into +
-your organisationis under the control ​of your organisation and mutuality of +
-obligation is present. For the avoidance of doubt, individuals who are self- +
-employed, independent contractors or hold a contract for services do not meet +
-this definition. "​Employ"​ and "​Employed"​ shall be construed accordingly;+
  
-Employee Liability Information” means the information which a transferor is +Parent Undertaking” has the meaning given to it in section 1162 of the Companies Act 2006;
-obliged ​to notify to a transferee pursuant to Regulation 11(2) of TUPE regarding +
-any person employed by him who is assigned to the organised grouping of +
-resources or employees which is the subject of a relevant transfer and also such +
-employees as fall within Regulation 11(4) of TUPE;+
  
-Environmental Information Regulations” means the Environmental Information +Payment on Account” or “PoA” means a payment made by us, on account of amounts due in respect of Contract Work, before we have paid the final Claim for the relevant ​Matter or case, but excluding any Monthly Payments;
-Regulations 2004 together with any guidance and/or codes of practice issued ​by +
-the Information Commissioner or relevant ​government department in relation to +
-such regulations;+
  
-Equality and Diversity Guidance” means our guidelines regarding Providers’ +Peer Review” means the independent Audit of the standard of your Contract ​Work under the Independent Peer Review Process;
-compliance with equality and diversity legislation and Clause 5, as may be +
-amended by us provided that had the Equality and Diversity Guidance been a +
-Contract ​Document such amendments would not have been prohibited by Clause +
-13.1;+
  
-Equality and Diversity Policy” has the meaning given to it in Clause 5.2(b);+Police Station” means a police station or any other place where a Constable is present and, except where expressly excluded by the Specification or any Arrangements,​ any place where a Services Person is assisting with an Investigation by Services Police;
  
-Excess Claims” has the meaning given to it in Clause 14.21;+Police Station Telephone Advice” means telephone advice under Section 9;
  
-FOIA” means the Freedom of Information Act 2000 and any subordinate +Predecessor Body” means an organisation related ​to you which previously held a contract ​with us including those organisations specified as such in your Contract for Signature (which shall not constitute an exhaustive list); 
-legislation made under the Freedom of Information Act 2000 from time to time +“Previous Contract” means a previous contract ​or contracts held by you or by a Predecessor Body which precedes this Contract and which is intended ​to be replaced by this Contract (in whole or in part);
-together ​with any guidance and/or codes of practice issued ​by the Information +
-Commissioner ​or relevant government department in relation ​to the same;+
  
-Formal Dispute” has the meaning given to it in Clause 28.1;+Prison Law” means:
  
-“Former Client” means person for whom you have performed work under the +(a) cases covered by regulation 12(2)(d)12(2)(f) and 12(2)(g) of the Criminal ​Legal Aid (General) Regulations 2013and
-Act, the Access to Justice Act 1999 or the Legal Aid Act 1988;+
  
-“Fundamental Breach” means:+(b) Minimum Term Review cases covered by Regulation 12(2)(c) of the Criminal Legal Aid (General) Regulations 2013;
  
-(a) those matters specified in this Contract as being a Fundamental +“Prohibited Act” means:
-Breach; and/or+
  
-(b) any breach of this Contract involving dishonesty ​by you or your +(ato directly or indirectly offer, promise or give any person working for or engaged ​by us a financial ​or other advantage to:
-personnel;+
  
-“General Anti-Abuse Rule” means (athe legislation in Part 5 of the Finance Act +(iinduce that person ​to perform improperly a relevant function or activityor
-2013; and (b) any future legislation introduced into parliament ​to counteract tax +
-advantages arising from abusive arrangements to avoid national insurance +
-contributions;+
  
-“GDPR” means the General Data Protection Regulation ​(EU2016/​679 ​of the +(iireward that person for improper performance ​of a relevant function or activity;
-European Parliament and of the Council of 27 April 2016 on the protection of +
- ​natural persons with regard to the processing of personal data and on the free +
-movement of such data, and repealing Directive 95/46/EC;+
  
-“Good Industry Practice” means that degree of skillcare, diligence, prudence, +(b) to directly or indirectly requestagree to receive or accept any financial or other advantage as an inducement or reward for improper performance ​of a relevant function or activity in connection with this Contract;
-timeliness, efficiency and foresight which could reasonably and ordinarily be +
-expected from skilled, experienced and professionally managed provider ​of legal +
-services similar to those required to be provided under this Contract;+
  
-“Government Secure Intranet” means the UK government'​s secure wide area +(ccommitting any offence:
-network being a collection of secure networks including the Government Secure +
-Extranet ​(GSX), Criminal Justice Extranet (CJX) and Criminal Justice Secure email +
-(CJSM);+
  
-“Halifax Abuse Principle” means the principle explained in the CJEU Case C-255/02 +(i) under Bribery Legislation;
-Halifax and others;+
  
-“Head of Contract Management” means the person of that name nominated by us +(ii) under legislation creating offences concerning fraudulent acts;
-from time to time who has responsibility for managing Contract Managers;+
  
-“Independent Costs Assessor” means a person appointed by us to assess +(iii) at common law concerning fraudulent acts relating ​to this Contract or any other contract with usor
-Providers’ Claims;+
  
-“Independent Funding Adjudicator” means an adjudicator appointed by the Lord +(iv) defrauding, attempting to defraud or  conspiring ​ to  defraud ​ us;
-Chancellor under section 2 of the Act;+
  
-Independent Peer Review Process” means the process by which an independent +Promotional Items” means all intellectual property rights belonging to us or licensed to us, including any logostrade marks (whether registered ​or unregistered)registered designsunregistered designs, applications for and rights to apply for any of the foregoingrights to prevent passing off for unfair competition and copyright in any materials supplied and approved ​by us in connection with the provision of Contract ​Work including signs, display materials, information,​ literature and other promotional items;
-Audit of the standard of your Contract Work is performed by us, or on our behalf, +
-of that namein effect at the Contract Start Dateas may be amended ​by us +
-provided that had the Independent Peer Review Process been a Contract +
-Document such amendments would not have been prohibited by Clause 13.1;+
  
-Indirect Losses” means loss of profit, loss of business, loss of business +Provider” means a party (except us) to a contract with us in respect of the provision ​of Legal Aid;
-opportunity ​(in each case whether direct, indirect or consequential) or any other +
-claim for special, consequential or indirect loss of any nature;+
  
-Investigation” means all the Contract Work undertaken for one Client under +Qualifying Event” means those matters specified ​in this Contract ​as being a Qualifying Event;
-Section 9 in respect of an arrest or arrests taking place at the same time. An +
-Investigation concludes when either (a) the Client is charged or summoned or (b) +
-the Investigation concludes in another way, for example, the police take no further +
-action. An arrest or warrant for breach of bail is a separate investigation from the +
-original Investigation but will usually be within the scope of Criminal Defence +
-Direct, and so not within the scope of this Contract;+
  
-Invitation To Tender Documents” means those documents issued ​by us inviting +Quality Standard” means Lexcel or SQM as specified in your Contract for Signature or such other quality assurance standard approved ​by us from time to time; 
-you to tender for this Contract and which include the Rejection Criteria;+“Reasonable Costs” means the reasonable actual costs and expenses incurred by us in carrying out any further Audit under this Contract, including, but not limited to, reasonable travel ​and subsistence costs;
  
-IT System” means the configuration of computer components comprising all the +Records” has the meaning given to it in Clause 8.3;
-software owned by, or licensed to you by a third party (and any updates and +
-enhancements ​to it), all hardware, telecommunications and network equipment +
-used by you, together with any asset which relies ​in any respect on computer +
-hardware or other information technology (whether embedded or not) which links +
-the different parts of the system together;+
  
-KPI” means the key performance indicators specified ​in the Specification;+Rejection Criteria” means the grounds for mandatory and discretionary rejection contained ​in the Invitation To Tender Documents;
  
-LAA Data” means:+Relevant Professional Body” means the body or organisation which regulates or exercises control over your professional or service activities or such activities of any of your personnel and/or any other body to whose rules you have elected to be subject to. For the avoidance of doubt this includes any relevant approved regulator for the purpose of the Legal Services Act 2007;
  
-(a)+“Relevant Protected Characteristic” means age, disability, gender reassignment,​ pregnancy and maternity, race, religion or belief, sex, sexual orientation as provided for under section 149(7of the Equality Act 2010;
  
-(b) +“Relevant Tax Authority” means HM Revenue and Customsorif applicablea tax authority in the jurisdiction ​in which you are established;​
-the Data (includingdrawingsdiagramsimages or sounds (together +
-with any database made up of any of these which is embodied ​in any +
-electronic, magnetic, optical or tangible media)) ​which:+
  
-(i) are supplied to you by us or on our behalf;+“Remainder Work” means Contract Work that you are performing as at the date of termination and/or expiry of this Contract which we authorise you to continue to perform pursuant to Clause 26.10;
  
-(ii) you are required to Process pursuant ​to this Contract; or +“Replacement Provider” means any replacement Provider appointed by us to provide services on or after the expiry or termination of this Contract the same as or similar to Contract Work carried out by you at or prior to expiry or termination;
-any Personal Data for which we are the Data Controller but not +
-including the Shared Data;+
  
-Legal Aid” has the meaning given to it in Part 1 of the Act;+Report” means a report (written or oral) about you or your personnel from an organisation that may carry out an Official Investigation;
  
-Legal Aid Agency” or “LAA” means the Executive Agency of the Ministry ​of Justice +Representation Order” or “Order” means the document which records a determination made by the relevant authority under section 16 of the Act;
-through which the Lord Chancellor acts to administer Legal Aid;+
  
-Legal Aid Legislation” means the Act and statutory instruments made under that +Request for Information” means a request or an apparent request for information held by or on behalf of us for the purposes of FOIA or the Environmental Information Regulations;
-Act which are relevant to this Contract;+
  
-Legal Help” has the meaning given in regulation ​13 of the Civil Merits ​Regulations;​+Researcher” means a person appointed by us to carry out research into the operation of this Contract; 
 + 
 +“Sanction” means any of the individual sanctions (listed 1 to 8 in Clause 24) that we may apply in accordance with Clause 24 or pursuant to any other term of this Contract; 
 + 
 +“Schedule” means a Contract Document issued by us as specified in Clause 12 and your Contract for Signature;​ 
 + 
 +“Section” means, unless otherwise specified, one of the main sections of the Specification;​ 
 + 
 +“Services Person” means a person assisting with an investigation by the Services Police; 
 +“Services Police” means a member of the Royal Navy Regulating Branch; the Royal Military Police; Royal Air Force Provost Officers or members of the Royal Air Force Police; 
 + 
 +“Shared Data” means Personal Data which is Processed in connection with the performance of this Contract by you in respect of which you are a Data Controller either alone or in common with the LAA which will be transferred from you to the LAA or which the LAA is entitled to request in accordance with this Contract including documents held on Contract Work files which are necessary for the conduct of the relevant Matter or case and which we may require in order to assess your compliance with your obligations under this Contract; 
 + 
 +“Specification” means the Contract Document designated as such by us as specified in Clause 12; 
 + 
 +“SQM” means the specialist quality mark standard specified by us as at the Contract Start Date as amended by us provided that had the SQM been a Contract Document such amendments would not have been prohibited by Clause ​13.1; 
 + 
 +“Standard Monthly Payment” means the standard amount (if any), specified by us, subject to the provisions ​of this Contract, which we will pay you on a monthly basis for performing Contract Work; 
 + 
 +“Standard Terms” means these standard terms for the 2017 Standard Crime Contract comprising Clauses 1 to 30; 
 + 
 +“Supervisor” means an Employee of your organisation who actively supervises staff and meets all the Supervisor standards in Section 2; 
 + 
 +“Tender Documents” means any documents, including any Letters of Clarification,​ that you have submitted to us either in response to an invitation to tender with a view to obtaining this Contract and/or where you are seeking authority from us under this Contract (including authority to carry out specified work); 
 + 
 +“TUPE” means the Transfer of Undertakings (Protection of Employment) ​Regulations ​2006;
  
-“Legal Representation” has the meaning given to it in regulation 18 of the Civil 
-Merits Regulations;​ 
-“Legal Services Commission” or “LSC” means the Legal Services Commission 
-established under the Access to Justice Act 1999, which was abolished under the 
-Act; 
-“Letters of Clarification” means any written response which you submit to us in 
-respect of any request for clarification we make or further information we request 
-in connection with your Tender Documents; 
-“Lexcel” means The Law Society’s international practice management standard; 
-“Licensed Body” means the body or organisation which holds a licence in force 
-under Part 5 (Alternative Business Structures) of the Legal Services Act 2007; 
-“Lord Chancellor’s Directions” means any directions given by the Lord Chancellor 
-under section 4 of the Act; 
-“Lord Chancellor’s Guidance” means the guidance given by the Lord Chancellor 
-under section 4 of the Act; 
-“Manual” means a dedicated section on our website comprising links to relevant 
-Legal Aid Legislation,​ the Standard Terms, the Specification and other materials 
-relevant to the performance of Contract Work and compliance with this Contract 
-published by us from time to time; 
-“Market Research Society Code of Conduct” means the Market Research Society’s 
-code of conduct that can be found at www.mrs.org.uk/​standards/​codeconduct.htm 
-and is designed to support all those engaged in market, social or opinion research 
-in maintaining professional standards; 
-“Matter” means: 
-(a) 
-February 2017 
-in the Criminal Investigations Class of Work, all advice and assistance 
-and Advocacy Assistance provided to one Client in respect of an 
-10Investigation,​ whether or not that Investigation is extended to include 
-other alleged offences; 
-(b) in the Appeals and Reviews Class, all advice and assistance to a Client 
-(other than advice provided under a Representation Order at the 
-conclusion of the Case) if the conviction(s) or sentence(s) arose from 
-a single Case unless it involves the provision of advice and assistance 
-or Advocacy Assistance on a legal issue which amounts to a genuinely 
-separate problem ; 
-(c) in the Prison Law Class, all advice and assistance or Advocacy 
-Assistance provided to one Client on a legal issue, which falls within 
-the Specification. A separate matter may only be started concurrently 
-for the same Client on a legal issue which amounts to a genuinely 
-separate problem; and 
-(d) in the Associated Civil Work Class, all Legal Help or Legal 
-Representation provided to one Client on a legal issue which falls within 
-the Specification;​ 
-“Maximum PoA Limit” means the maximum amount specified by us as payable to 
-you as a Payment on Account; 
-“Members of LLPs” means members of a limited liability partnerships;​ 
-“Minimum Term Review” means an application to the High Court to review a 
-prisoner’s minimum term and consider a reduction in the prisoner’s tariff. These 
-applications are made on the papers only; 
-“Monthly Payment” means the Standard Monthly Payment or, where you have 
-opted to be paid on a variable basis, the Variable Monthly Payment; 
-“Not For Profit Organisation” means a Provider that we recognise as aiming not to 
-make a profit from performing Contract Work; 
-“Occasion of Tax Non-Compliance” means: 
-(a) 
-(b) 
-February 2017 
-any tax return of yours submitted to the Relevant Tax Authority on or 
-after 1 October 2012 is found to be incorrect as a result of: 
-(i) a Relevant Tax Authority successfully challenging you under the 
-General Anti-Abuse Rule or the Halifax Abuse Principle or under 
-any tax rules or legislation that have an effect equivalent or 
-similar to the General Anti-Abuse Rule or the Halifax Abuse 
-Principle; or 
-(ii) the failure of an avoidance scheme which you were involved in, 
-and which was, or should have been, notified to a Relevant Tax 
-Authority under the DOTAS or any equivalent or similar regime; 
-and/or 
-any tax return of yours submitted to a Relevant Tax Authority on or 
-after 1 October 2012 which gives rise, on or after 1 April 2013, to a 
-criminal conviction in any jurisdiction for tax related offences which is 
-not spent at the Contract Start Date or to a civil penalty for fraud or 
-evasion; 
-11“Office” means your office(s) from which any Contract Work is performed which 
-must meet the requirements set out in Paragraphs 2.41 to 2.52; 
-“Official Investigation” means: 
-(a) 
-any investigation,​ of which you are aware, into suspected serious 
-professional misconduct, breaches of the Act (or other legislation),​ or 
-dishonesty by you or your personnel, being carried out by or authorised 
-by: 
-(i) any organisation (including any Relevant Professional Body) 
-which is responsible for regulating or disciplining you or your 
-personnel; 
-(ii) us (including our investigation team); 
-(b) any investigation by the police into suspected criminal offences 
-relevant to your operations; or 
-(c) any investigation,​ on reasonable grounds, authorised by us (including 
-our investigation team) into suspected serious breaches of this 
-Contract; 
-“Online Account” means your account with us for managing the electronic 
-transmission of information between you and us through the Online Service from 
-time to time in accordance with this Contract; 
-“Online Service” means our on-line system for managing the electronic 
-transmission of information between us and Providers; 
-“Other Contracting Bodies” means other than us, any contracting authority defined 
-in Schedule 1 of the Public Contracts Regulations 2015 and “Other Contracting 
-Body” shall be construed accordingly;​ 
-“Paragraph” means, unless otherwise specified, a provision of the Specification;​ 
-“Parent Undertaking” has the meaning given to it in section 1162 of the Companies 
-Act 2006; 
-“Payment on Account” or “PoA” means a payment made by us, on account of 
-amounts due in respect of Contract Work, before we have paid the final Claim for 
-the relevant Matter or case, but excluding any Monthly Payments; 
-“Peer Review” means the independent Audit of the standard of your Contract Work 
-under the Independent Peer Review Process; 
-“Police Station” means a police station or any other place where a Constable is 
-present and, except where expressly excluded by the Specification or any 
-Arrangements,​ any place where a Services Person is assisting with an 
-Investigation by Services Police; 
-“Police Station Telephone Advice” means telephone advice under Section 9; 
-“Predecessor Body” means an organisation related to you which previously held a 
-contract with us including those organisations specified as such in your Contract 
-for Signature (which shall not constitute an exhaustive list); 
-February 2017 
-12“Previous Contract” means a previous contract or contracts held by you or by a 
-Predecessor Body which precedes this Contract and which is intended to be 
-replaced by this Contract (in whole or in part); 
-“Prison Law” means: 
-(a) cases covered by regulation 12(2)(d), 12(2)(f) and 12(2)(g) of the 
-Criminal Legal Aid (General) Regulations 2013; and 
-(b) Minimum Term Review cases covered by Regulation 12(2)(c) of the 
-Criminal Legal Aid (General) Regulations 2013; 
-“Prohibited Act” means: 
-(a) 
-to directly or indirectly offer, promise or give any person working for 
-or engaged by us a financial or other advantage to: 
-(i) induce that person to perform improperly a relevant function or 
-activity; or 
-(ii) reward that person for improper performance of a relevant 
-function or activity; 
-(b) to directly or indirectly request, agree to receive or accept any financial 
-or other advantage as an inducement or a reward for improper 
-performance of a relevant function or activity in connection with this 
-Contract; 
-(c) committing any offence: 
-(i) under Bribery Legislation;​ 
-(ii) under legislation creating offences concerning fraudulent acts; 
-(iii) at common law concerning fraudulent acts relating to this 
-Contract or any other contract with us; or 
-(iv) defrauding, attempting to defraud or conspiring to defraud 
-us; 
-“Promotional Items” means all intellectual property rights belonging to us or 
-licensed to us, including any logos, trade marks (whether registered or 
-unregistered),​ registered designs, unregistered designs, applications for and rights 
-to apply for any of the foregoing, rights to prevent passing off for unfair 
-competition and copyright in any materials supplied and approved by us in 
-connection with the provision of Contract Work including signs, display materials, 
-information,​ literature and other promotional items; 
-“Provider” means a party (except us) to a contract with us in respect of the 
-provision of Legal Aid; 
-“Qualifying Event” means those matters specified in this Contract as being a 
-Qualifying Event; 
-“Quality Standard” means Lexcel or SQM as specified in your Contract for 
-Signature or such other quality assurance standard approved by us from time to 
-time; 
-February 2017 
-13“Reasonable Costs” means the reasonable actual costs and expenses incurred by 
-us in carrying out any further Audit under this Contract, including, but not limited 
-to, reasonable travel and subsistence costs; 
-“Records” has the meaning given to it in Clause 8.3; 
-“Rejection Criteria” means the grounds for mandatory and discretionary rejection 
-contained in the Invitation To Tender Documents; 
-“Relevant Professional Body” means the body or organisation which regulates or 
-exercises control over your professional or service activities or such activities of 
-any of your personnel and/or any other body to whose rules you have elected to 
-be subject to. For the avoidance of doubt this includes any relevant approved 
-regulator for the purpose of the Legal Services Act 2007; 
-“Relevant Protected Characteristic” means age, disability, gender reassignment,​ 
-pregnancy and maternity, race, religion or belief, sex, sexual orientation as 
-provided for under section 149(7) of the Equality Act 2010; 
-“Relevant Tax Authority” means HM Revenue and Customs, or, if applicable, a tax 
-authority in the jurisdiction in which you are established;​ 
-“Remainder Work” means Contract Work that you are performing as at the date 
-of termination and/or expiry of this Contract which we authorise you to continue 
-to perform pursuant to Clause 26.10; 
-“Replacement Provider” means any replacement Provider appointed by us to 
-provide services on or after the expiry or termination of this Contract the same as 
-or similar to Contract Work carried out by you at or prior to expiry or termination;​ 
-“Report” means a report (written or oral) about you or your personnel from an 
-organisation that may carry out an Official Investigation;​ 
-“Representation Order” or “Order” means the document which records a 
-determination made by the relevant authority under section 16 of the Act; 
-“Request for Information” means a request or an apparent request for information 
-held by or on behalf of us for the purposes of FOIA or the Environmental 
-Information Regulations;​ 
-“Researcher” means a person appointed by us to carry out research into the 
-operation of this Contract; 
-“Sanction” means any of the individual sanctions (listed 1 to 8 in Clause 24) that 
-we may apply in accordance with Clause 24 or pursuant to any other term of this 
-Contract; 
-“Schedule” means a Contract Document issued by us as specified in Clause 12 
-and your Contract for Signature; 
-“Section” means, unless otherwise specified, one of the main sections of the 
-Specification;​ 
-“Services Person” means a person assisting with an investigation by the Services 
-Police; 
-February 2017 
-14“Services Police” means a member of the Royal Navy Regulating Branch; the Royal 
-Military Police; Royal Air Force Provost Officers or members of the Royal Air Force 
-Police; 
-“Shared Data” means Personal Data which is Processed in connection with the 
-performance of this Contract by you in respect of which you are a Data Controller 
-either alone or in common with the LAA which will be transferred from you to the 
-LAA or which the LAA is entitled to request in accordance with this Contract 
-including documents held on Contract Work files which are necessary for the 
-conduct of the relevant Matter or case and which we may require in order to assess 
-your compliance with your obligations under this Contract; 
-“Specification” means the Contract Document designated as such by us as 
-specified in Clause 12; 
-“SQM” means the specialist quality mark standard specified by us as at the 
-Contract Start Date as amended by us provided that had the SQM been a Contract 
-Document such amendments would not have been prohibited by Clause 13.1; 
-“Standard Monthly Payment” means the standard amount (if any), specified by 
-us, subject to the provisions of this Contract, which we will pay you on a monthly 
-basis for performing Contract Work; 
-“Standard Terms” means these standard terms for the 2017 Standard Crime 
-Contract comprising Clauses 1 to 30; 
-“Supervisor” means an Employee of your organisation who actively supervises 
-staff and meets all the Supervisor standards in Section 2; 
-“Tender Documents” means any documents, including any Letters of Clarification,​ 
-that you have submitted to us either in response to an invitation to tender with a 
-view to obtaining this Contract and/or where you are seeking authority from us 
-under this Contract (including authority to carry out specified work); 
-“TUPE” means the Transfer of Undertakings (Protection of Employment) 
-Regulations 2006; 
 “TUPE Employees” has the meaning given to it in Clause 26; “TUPE Employees” has the meaning given to it in Clause 26;
 +
 “U.K.” means the United Kingdom of Great Britain and Northern Ireland; “U.K.” means the United Kingdom of Great Britain and Northern Ireland;
-“Ultimate Parent Company” means a Parent Undertaking (if any) of the relevant + 
-person which is not a subsidiary undertaking of any other person (where +“Ultimate Parent Company” means a Parent Undertaking (if any) of the relevant person which is not a subsidiary undertaking of any other person (where “subsidiary undertaking” has the meaning given in section 1162 of the Companies Act 2006; 
-“subsidiary undertaking” has the meaning given in section 1162 of the +
-Companies Act 2006;+
 “Unit of Work” and "​Unit"​ means a unit of work described as such in Section 1.3; “Unit of Work” and "​Unit"​ means a unit of work described as such in Section 1.3;
-“Unplanned Interruption” means any unplanned interruption of your IT System + 
-(whether of information processing facilities or systems or otherwise) which +“Unplanned Interruption” means any unplanned interruption of your IT System (whether of information processing facilities or systems or otherwise) which significantly impairs your ability to perform Contract Work (in whole or in part) in accordance with the terms of this Contract; 
-significantly impairs your ability to perform Contract Work (in whole or in part) in + 
-accordance with the terms of this Contract; +“Variable Monthly Payment” means subject to the Variable Monthly Payments Guidance, the variable amount (if any) calculated in accordance with your last Claim (subject to adjustments),​ we will pay you on a monthly basis for performing Contract Work; 
-“Variable Monthly Payment” means subject to the Variable Monthly Payments +“Variable Monthly Payments Guidance” means the guidance produced and amended by us from time to time in relation to Variable Monthly Payments; 
-Guidance, the variable amount (if any) calculated in accordance with your last +
-Claim (subject to adjustments),​ we will pay you on a monthly basis for performing +
-Contract Work; +
-February 2017 +
-15“Variable Monthly Payments Guidance” means the guidance produced and +
-amended by us from time to time in relation to Variable Monthly Payments;+
 “VAT” means value added tax; “VAT” means value added tax;
-“Virtual Court” means a virtual magistrates’ court created by video links between + 
-police custody suites and a magistrates’ court together with an electronic +“Virtual Court” means a virtual magistrates’ court created by video links between police custody suites and a magistrates’ court together with an electronic document sharing system to which all relevant parties have access. Virtual Court Duty Schemes are part of the Scheme in which they are geographically based; 
-document sharing system to which all relevant parties have access. Virtual Court + 
-Duty Schemes are part of the Scheme in which they are geographically based; +“we” and “us” means the Lord Chancellor acting through the LAA (and “our” has the associated meaning); 
-“we” and “us” means the Lord Chancellor acting through the LAA (and “our” has + 
-the associated meaning); +“Welsh Language Commissioner” means the independent body established by the Welsh Language (Wales) Measure 2011 whose aim is to facilitate and promote the Welsh language; and 
-“Welsh Language Commissioner” means the independent body established by the + 
-Welsh Language (Wales) Measure 2011 whose aim is to facilitate and promote the +“you” means the current party to this Contract (as specified in the Contract for Signature) with us (and “your” has the associated meaning). 
-Welsh language; and + 
-“you” means the current party to this Contract (as specified in the Contract for +1.2 Clause and paragraph headings in this Contract are inserted for convenience only and do not affect its interpretation. 
-Signature) with us (and “your” has the associated meaning). + 
-1.2 Clause and paragraph headings in this Contract are inserted for convenience only +1.3 Words denoting the masculine, the feminine or the neuter include the masculine, the feminine and the neuter. Words denoting the singular include the plural and vice versa. 
-and do not affect its interpretation. + 
-1.3 Words denoting the masculine, the feminine or the neuter include the masculine, +1.4 Reference to any Legal Aid Legislation and other legislation (including any subordinate legislation made under it or them) is, as the context requires, a reference to any substitute for, amendment, variation or re-enactment of, it or them and any subordinate legislation made under it or them (whether on or after the date of this Contract) and is a reference to any legislation which supersedes it or them and/or any subordinate legislation made under it or them and includes any new Legal Aid Legislation in force on or after the date of this Contract. 
-the feminine and the neuter. Words denoting the singular include the plural and + 
-vice versa. +1.5 References to “approval” mean approval as provided by this Contract or, if no express provision is made by this Contract, to approval in writing. 
-1.4 Reference to any Legal Aid Legislation and other legislation (including any + 
-subordinate legislation made under it or them) is, as the context requires, a +1.6 References to “authorising” or “authority” mean authorising or authority as provided by this Contract or, if no express provision is made by this Contract, to authorising or authority in writing. 
-reference to any substitute for, amendment, variation or re-enactment of, it or + 
-them and any subordinate legislation made under it or them (whether on or after +1.7 References to “direction” mean direction as provided by this Contract or, if no express provision is made by this Contract, to direction in writing. 
-the date of this Contract) and is a reference to any legislation which supersedes it + 
-or them and/or any subordinate legislation made under it or them and includes +1.8 References to “notifying”,​ “notification” or “notice” mean notifying, notification or notice as provided by this Contract. 
-any new Legal Aid Legislation in force on or after the date of this Contract. + 
-1.5 References to “approval” mean approval as provided by this Contract or, if no +1.9 Any obligation relating to sending, or to the completion and submission, of any form designated or specified by us (or to “our form”) includes the obligation properly and fully to complete and promptly to submit the form by such means and in such a format as we may reasonably specify (from time to time). 
-express provision is made by this Contract, to approval in writing. + 
-1.6 References to “authorising” or “authority” mean authorising or authority as +1.10 Unless otherwise specified, reference to any Contract Document, or to any document or other provision described as “current”,​ means the Contract Document, document or other provision in its current form from time to time, and not merely as at the date this Contract comes into force. 
-provided by this Contract or, if no express provision is made by this Contract, to +1.11 Reference to any payment rate as “current” means the payment rate in its current rate from time to time and not merely as at the date this Contract comes into force. 
-authorising or authority in writing. + 
-1.7 References to “direction” mean direction as provided by this Contract or, if no +1.12 Any obligation that requires you to have performance and compliance policies, systems, procedures or controls in place includes the obligation effectively to operate them at your own cost. 
-express provision is made by this Contract, to direction in writing. + 
-1.8 References to “notifying”,​ “notification” or “notice” mean notifying, notification or +1.13 Where, in relation to any options available to us under any Clause, those options are joined by the word “and” (as in, we may, “a”, “b” and “c”) and/or where we use a semi-colon in this Contract, our choice is not restricted to selecting all options or no options but extends to selecting any one or more of them. 
-notice as provided by this Contract. + 
-1.9 Any obligation relating to sending, or to the completion and submission, of any +1.14 General words are not to be given a restrictive meaning because they are followed by particular examples, and any words introduced by the terms “in particular”,​ “include”,​ “includes”,​ “included” and “including” or any similar expression will be construed as illustrative and the words following any of those terms will not limit the sense of the of the words preceding those terms. 
-form designated or specified by us (or to “our form”) includes the obligation + 
-properly and fully to complete and promptly to submit the form by such means +1.15 Any reference to this Contract, or any part of it, ending or terminating means (unless otherwise stated) ending in any manner and not merely by effluxion of time. 
-and in such a format as we may reasonably specify (from time to time). + 
-1.10 Unless otherwise specified, reference to any Contract Document, or to any +1.16 Any reference to this Contract, or any part of it, expiring means expiring by effluxion of time (and “expiry” has the associated meaning). 
-document or other provision described as “current”,​ means the Contract + 
-Document, document or other provision in its current form from time to time, and +1.17 Any reference in this Contract to expiry or termination includes unless otherwise stated expiry or termination of part of this Contract. 
-not merely as at the date this Contract comes into force. + 
-February 2017 +1.18 Where any regulations relating to the provision of legal services refer to a “franchise contract” that reference includes this Contract (so that this Contract is a franchise contract for the purposes of such regulations). 
-161.11 Reference to any payment rate as “current” means the payment rate in its current + 
-rate from time to time and not merely as at the date this Contract comes into +1.19 References to “documents” includes documents on paper and documents, sound and pictures (still and moving) stored in other media (including in electronic format, digitally, on disk and on computer). 
-force. + 
-1.12 Any obligation that requires you to have performance and compliance policies, +1.20 References to “company” include, except where the context requires otherwise, a limited liability partnership. 
-systems, procedures or controls in place includes the obligation effectively to + 
-operate them at your own cost. +1.21 References to “personnel” means employees, self-employed personnel, agency workers, partners (partnership),​ directors (company) and Members of LLPs other than sub-contractors,​ Counsel, Agents and Approved Third Parties. 
-1.13 Where, in relation to any options available to us under any Clause, those options + 
-are joined by the word “and” (as in, we may, “a”, “b” and “c”) and/or where we +1.22 References to “partner” include a person held out as a partner of a partnership including “salaried partners” or similar. 
-use a semi-colon in this Contract, our choice is not restricted to selecting all + 
-options or no options but extends to selecting any one or more of them. +1.23 References to a “director” includes “Members of LLPs”, except where the context requires otherwise. 
-1.14 General words are not to be given a restrictive meaning because they are followed + 
-by particular examples, and any words introduced by the terms “in particular”,​ +1.24 Where we are able to exercise any function or power under this Contract, it may be exercised by any individual or body lawfully authorised to do so by us. 
-“include”,​ “includes”,​ “included” and “including” or any similar expression will be + 
-construed as illustrative and the words following any of those terms will not limit +1.25 References to "​person"​ include individuals,​ bodies corporate, partnerships,​ limited liability partnerships,​ unincorporated associations and other bodies. 
-the sense of the of the words preceding those terms. +1.26 The definitions of “Data Subject”, “Personal Data”, “Processing”,​ “Process”,​ “Processed”,​ “Data Controller” and “Data Processor” shall have the meaning given to those terms in the Data Protection Act 1998 and the definition of “Information” shall have the meaning given to that term in the Freedom of Information Act 2000. 
-1.15 Any reference to this Contract, or any part of it, ending or terminating means +
-(unless otherwise stated) ending in any manner and not merely by effluxion of +
-time. +
-1.16 Any reference to this Contract, or any part of it, expiring means expiring by +
-effluxion of time (and “expiry” has the associated meaning). +
-1.17 Any reference in this Contract to expiry or termination includes unless otherwise +
-stated expiry or termination of part of this Contract. +
-1.18 Where any regulations relating to the provision of legal services refer to a +
-“franchise contract” that reference includes this Contract (so that this Contract is +
-a franchise contract for the purposes of such regulations). +
-1.19 References to “documents” includes documents on paper and documents, sound +
-and pictures (still and moving) stored in other media (including in electronic +
-format, digitally, on disk and on computer). +
-1.20 References to “company” include, except where the context requires otherwise, a +
-limited liability partnership. +
-1.21 References to “personnel” means employees, self-employed personnel, agency +
-workers, partners (partnership),​ directors (company) and Members of LLPs other +
-than sub-contractors,​ Counsel, Agents and Approved Third Parties. +
-1.22 References to “partner” include a person held out as a partner of a partnership +
-including “salaried partners” or similar. +
-1.23 References to a “director” includes “Members of LLPs”, except where the context +
-requires otherwise. +
-1.24 Where we are able to exercise any function or power under this Contract, it may +
-be exercised by any individual or body lawfully authorised to do so by us. +
-1.25 References to "​person"​ include individuals,​ bodies corporate, partnerships,​ limited +
-liability partnerships,​ unincorporated associations and other bodies. +
-February 2017 +
-171.26 +
-The definitions of “Data Subject”, “Personal Data”, “Processing”,​ “Process”,​ +
-“Processed”,​ “Data Controller” and “Data Processor” shall have the meaning given +
-to those terms in the Data Protection Act 1998 and the definition of “Information” +
-shall have the meaning given to that term in the Freedom of Information Act 2000.+
 Continuity Continuity
-1.27 
-Except as may be provided by the Legal Aid Legislation in relation to fees, 
-remuneration and other related matters, if this Contract replaces a Previous 
-Contract, the terms of this Contract apply (and apply to all work in progress and 
-Claims to be Assessed) from the Contract Start Date. In all other respects (unless 
-specifically stated otherwise) this Contract is to be treated as a seamless 
-continuation of the Previous Contract(s). This means (without limitation) that: 
-(a) any monies payable under the Previous Contract(s) are payable under this 
-Contract (and any credit or debit balance, on your account with us under the 
-Previous Contract(s),​ is a credit or debit balance under this Contract); 
-(b) any notices issued (and any Audits and Assessments) under the Previous 
-Contract(s) have effect under this Contract; 
-(c) any appeals or applications for review under the Previous Contract(s) 
-continue under this Contract and any consequent decisions have effect under 
-this Contract; and 
-(d) any provisions which permit you to continue to provide work after the 
-Previous Contract (or part of it) has ended in such Previous Contract do not 
-apply on that contract’s ending. For the avoidance of doubt this means that 
-work which would otherwise have been undertaken pursuant to any Previous 
-Contract as “remainder work” should be undertaken as Contract Work 
-pursuant to this Contract. 
-February 2017 
-182. 
-Relationship and communication 
-Your suitability to hold this Contract 
-2.1 When you tendered for this Contract you provided information (responses to the 
-Rejection Criteria in the Invitation To Tender Documents) which we used to 
-determine your suitability to hold this Contract. If, during the Contract Period, a 
-Qualifying Event occurs we will require you to submit revised responses to the 
-Rejection Criteria which we will assess to determine whether you remain suitable 
-to hold this Contract. Where we determine that you are no longer suitable to hold 
-this Contract we shall terminate this Contract under the provisions in Clause 25. 
  
-2.2 You shall ensure that neither you nor any of your Affiliates brings the legal aid +1.27 Except as may be provided by the Legal Aid Legislation in relation to fees, remuneration and other related matters, if this Contract replaces a Previous Contract, the terms of this Contract apply (and apply to all work in progress and Claims to be Assessed) from the Contract Start Date. In all other respects (unless specifically stated otherwise) this Contract is to be treated as a seamless continuation of the Previous Contract(s). This means (without limitation) that: 
-scheme into disrepute by engaging in any unprofessional or unlawful conduct + 
-which is likely to substantially diminish the trust the public places in the legal aid +(a) any monies payable under the Previous Contract(s) are payable under this Contract (and any credit or debit balance, on your account with us under the Previous Contract(s),​ is a credit or debit balance under this Contract);​ 
-scheme, regardless of whether or not such conduct is related to your obligations + 
-under this Contract. Any operation of this Clause is subject to our obligation to act +(b) any notices issued (and any Audits and Assessments) under the Previous Contract(s) have effect under this Contract; 
-as a responsible public body and any sanction must be proportionate. For the + 
-avoidance of doubt, the engaging by you or any of your Affiliates in any lawful +(c) any appeals or applications for review under the Previous Contract(s) continue under this Contract and any consequent decisions have effect under this Contract; and 
-challenge to or criticism or complaint of us or any of our decisions, when acting in + 
-clients’ best interests or otherwise acting in your professional capacity, is not +(d) any provisions which permit you to continue to provide work after the Previous Contract (or part of it) has ended in such Previous Contract do not apply on that contract’s ending. For the avoidance of doubt this means that work which would otherwise have been undertaken pursuant to any Previous Contract as “remainder work” should be undertaken as Contract Work pursuant to this Contract. 
-within the scope of the words “unprofessional or unlawful conduct” under this +2. Relationship and communication Your suitability to hold this Contract 
-Clause 2.2.+2.1 When you tendered for this Contract you provided information (responses to the Rejection Criteria in the Invitation To Tender Documents) which we used to determine your suitability to hold this Contract. If, during the Contract Period, a Qualifying Event occurs we will require you to submit revised responses to the Rejection Criteria which we will assess to determine whether you remain suitable to hold this Contract. Where we determine that you are no longer suitable to hold this Contract we shall terminate this Contract under the provisions in Clause 25. 
 + 
 +2.2 You shall ensure that neither you nor any of your Affiliates brings the legal aid scheme into disrepute by engaging in any unprofessional or unlawful conduct which is likely to substantially diminish the trust the public places in the legal aid scheme, regardless of whether or not such conduct is related to your obligations under this Contract. Any operation of this Clause is subject to our obligation to act as a responsible public body and any sanction must be proportionate. For the avoidance of doubt, the engaging by you or any of your Affiliates in any lawful challenge to or criticism or complaint of us or any of our decisions, when acting in clients’ best interests or otherwise acting in your professional capacity, is not within the scope of the words “unprofessional or unlawful conduct” under this Clause 2.2.
  
 Duty to act in good faith and obtaining value for money Duty to act in good faith and obtaining value for money
Line 937: Line 538:
 2.3 In relation to this Contract, you and we will act in good faith. 2.3 In relation to this Contract, you and we will act in good faith.
  
-2.4 Without prejudice to more specific provisions of this Contract and to your +2.4 Without prejudice to more specific provisions of this Contract and to your professional obligations in respect of Clients, you and we agree to work together in mutual trust and co-operation to achieve value for money. 
-professional obligations in respect of Clients, you and we agree to work together +
-in mutual trust and co-operation to achieve value for money.+
 Communicating with each other Communicating with each other
  
-2.5 You must, subject to Clause 10.4, nominate a Contract Liaison Manager to liaise +2.5 You must, subject to Clause 10.4, nominate a Contract Liaison Manager to liaise with us and we will nominate a Contract Manager to liaise with you about this Contract. You must notify us promptly and in any event within five Business Days of any change in your Contract Liaison Manager.
-with us and we will nominate a Contract Manager to liaise with you about this +
-Contract. You must notify us promptly and in any event within five Business Days +
-of any change in your Contract Liaison Manager.+
  
-2.6 The Contract Liaison Manager and Contract Manager must be competent and have +2.6 The Contract Liaison Manager and Contract Manager must be competent and have sufficient authority, to deal with issues that might be expected to arise in connection with performance and payment under and compliance with this Contract.
-sufficient authority, to deal with issues that might be expected to arise in +
-connection with performance and payment under and compliance with this +
-Contract.+
  
-2.7 All communications under or in connection with this Contract (including between +2.7 All communications under or in connection with this Contract (including between our personnel and your personnel) must be conducted in a polite and professional manner.
-our personnel and your personnel) must be conducted in a polite and professional +
-manner.+
  
-2.8 Both parties agree that good communication between their personnel is key to the +2.8 Both parties agree that good communication between their personnel is key to the effective operation of this Contract and agree to ensure that their personnel understand this and to provide relevant training if they consider it appropriate.
-effective operation of this Contract and agree to ensure that their personnel +
-understand this and to provide relevant training if they consider it appropriate.+
  
-2.9 Both parties agree to investigate any complaints of breach of this Clause 2 by any +2.9 Both parties agree to investigate any complaints of breach of this Clause 2 by any member of their personnel and to take appropriate action (including, where appropriate,​ notifying the other party of the action taken). Where a complaint is justified, “appropriate ​ action” is within ​ the discretion ​ of the  relevant party  but 
-member of their personnel and to take appropriate action (including, where +might include requiring the person concerned to undergo relevant training (including training on the purpose of this Contract and this Clause 2).
-appropriate,​ notifying the other party of the action taken). Where a complaint is +
-justified, “appropriate action” is within the discretion of the relevant party but +
-might include requiring the person concerned to undergo relevant training +
-(including training on the purpose of this Contract and this Clause 2).+
  
-2.10 +2.10 As well as a postal address or DX number and telephone number, you must have at least one operational email address (which must meet the requirements of Clause 7.19(j) and include your designated email address required by Clause 20.4) to which we may send you electronic communications. You must monitor your emails frequently each Business Day. You must communicate with us electronically (including under Clause 7.19) when we require you to under and in accordance with the terms of this Contract.
-As well as a postal address or DX number and telephone number, you must have +
-at least one operational email address (which must meet the requirements of +
-Clause 7.19(j) and include your designated email address required by Clause 20.4) +
-to which we may send you electronic communications. You must monitor your +
-emails frequently each Business Day. You must communicate with us electronically +
-(including under Clause 7.19) when we require you to under and in accordance +
-with the terms of this Contract.+
  
 Communications with the media Communications with the media
  
-2.11 Subject to your Client’s consent, you must promptly notify our Contract Manager +2.11 Subject to your Client’s consent, you must promptly notify our Contract Manager of any Matter or case which is of special interest to the public or the media.
-of any Matter or case which is of special interest to the public or the media.+
  
-2.12 Subject to your Client’s consent, in respect of Matters and cases, you must +2.12 Subject to your Client’s consent, in respect of Matters and cases, you must acknowledge in any communication between you and the media that such Matter or case (where the context requires) is or was Legal Aid work.
-acknowledge in any communication between you and the media that such Matter +
-or case (where the context requires) is or was Legal Aid work.+
  
 Third party rights Third party rights
  
-2.13 +2.13 Except as stated in Clause 26.20, the parties to this Contract do not intend that any of its terms will be enforceable by any person who is not a party to it under the Contracts (Rights of Third Parties) Act 1999. The parties reserve the right to rescind and/or vary this Contract without the consent of the Replacement Provider. 
-Except as stated in Clause 26.20, the parties to this Contract do not intend that +
-any of its terms will be enforceable by any person who is not a party to it under +
-the Contracts (Rights of Third Parties) Act 1999. The parties reserve the right to +
-rescind and/or vary this Contract without the consent of the Replacement Provider.+
 Independent provider of legal services Independent provider of legal services
-2.14 You are, and acknowledge that you are, an independent provider of legal services. + 
-You are not our employee, agent or partner (in law) and must neither act as such +2.14 You are, and acknowledge that you are, an independent provider of legal services. You are not our employee, agent or partner (in law) and must neither act as such nor so as to give the impression that you are our employee, agent or partner (in law). 
-nor so as to give the impression that you are our employee, agent or partner (in + 
-law). +2.15 We will not incur any contractual liability to any Client, or to any other person or organisation,​ as a result of anything done (or omitted to be done) by you in connection with this Contract. 
-2.15 We will not incur any contractual liability to any Client, or to any other person or +3. Working with third parties Performing Contract Work yourself 
-organisation,​ as a result of anything done (or omitted to be done) by you in +3.1 This Contract is personal to you. Subject to Clause 3.2, you must not give, bargain, sell, assign, transfer, mortgage, charge, declare a trust over or otherwise dispose of the benefit of any of your rights, or sub-contract,​ novate or otherwise delegate any of your obligations or deal in any other manner with your rights and obligations,​ under this Contract without our prior written consent. Any breach of this Clause 3.1 shall be a Fundamental Breach. 
-connection with this Contract. +
-February 2017 +
-203. +
-Working with third parties +
-Performing Contract Work yourself +
-3.1 +
-This Contract is personal to you. Subject to Clause 3.2, you must not give, bargain, +
-sell, assign, transfer, mortgage, charge, declare a trust over or otherwise dispose +
-of the benefit of any of your rights, or sub-contract,​ novate or otherwise delegate +
-any of your obligations or deal in any other manner with your rights and +
-obligations,​ under this Contract without our prior written consent. Any breach of +
-this Clause 3.1 shall be a Fundamental Breach.+
 Sub-contracting,​ Agents, Counsel and Approved Third Parties Sub-contracting,​ Agents, Counsel and Approved Third Parties
-3.2 + 
-For the purposes of Clause 3.1, we consent to you: +3.2 For the purposes of Clause 3.1, we consent to you: 
-(a) sub-contracting your obligations under this Contract to the extent specified + 
-in your Contract for Signature;​ +(a) sub-contracting your obligations under this Contract to the extent specified in your Contract for Signature; 
-(b) appointing Agents to undertake Contract Work in accordance with the + 
-Specification;​ +(b) appointing Agents to undertake Contract Work in accordance with the Specification;​ 
-(c) appointing Counsel to undertake Contract Work in accordance with the + 
-Specification;​ and +(c) appointing Counsel to undertake Contract Work in accordance with the Specification;​ and 
-(d) appointing Approved Third Parties to undertake work in accordance with the + 
-Specification.+(d) appointing Approved Third Parties to undertake work in accordance with the Specification. 
 Your responsibility for third parties Your responsibility for third parties
-3.3 + 
-You will remain responsible to us for the fulfilment of all of your obligations under +3.3 You will remain responsible to us for the fulfilment of all of your obligations under this Contract irrespective of whether you have entered into a sub-contract or appointed an Agent, Counsel or Approved Third Party in respect of the same. If you appoint: 
-this Contract irrespective of whether you have entered into a sub-contract or + 
-appointed an Agent, Counsel or Approved Third Party in respect of the same. If +(a) sub-contractors or Agents pursuant to this Clause 3 you are responsible for ensuring that: 
-you appoint: +
-(a) +
-sub-contractors or Agents pursuant to this Clause 3 you are responsible for +
-ensuring that:+
 (i) their work is properly supervised; and (i) their work is properly supervised; and
-(ii) + 
-(b) +(ii) supervision of them is, in all respects, equal to your supervision of your employees in accordance with the Specification;​ 
-3.4 + 
-supervision of them is, in all respects, equal to your supervision of your +(b) any person pursuant to this Clause 3 you are responsible for ensuring that: 
-employees in accordance with the Specification;​ + 
-any person pursuant to this Clause 3 you are responsible for ensuring that: +(i) all payments are made to them for their work within 30 days from receipt of a valid invoice; 
-(i) all payments are made to them for their work within 30 days from +
-receipt of a valid invoice;+
 (ii) their work complies with this Contract; and (ii) their work complies with this Contract; and
 +
 (iii) the use of such persons does not increase the costs payable by us. (iii) the use of such persons does not increase the costs payable by us.
-If an Approved Third Party, Agent, Counsel or a sub-contractor ceases providing + 
-services to you, you are responsible for ensuring that you continue to fulfil your +3.4 If an Approved Third Party, Agent, Counsel or a sub-contractor ceases providing services to you, you are responsible for ensuring that you continue to fulfil your obligations under this Contract. You must also promptly notify us if you become aware that you are unlikely to be able to fulfil your obligations under this Contract due to the expiration or termination of arrangements with an Approved Third Party, Agent, Counsel or any of your sub-contractors. 
-obligations under this Contract. You must also promptly notify us if you become +Can we specify criteria for third parties who may be instructed? 
-aware that you are unlikely to be able to fulfil your obligations under this Contract + 
-due to the expiration or termination of arrangements with an Approved Third +3.5 We may require that Agents, Approved Third Parties and Counsel or in-house advocates appointed by you in relation to Contract Work must possess such experience, qualifications,​ or membership of such panel, or hold such accreditation as we may specify in the Specification e.g. instructing advocates in the Crown Court who meet certain panel, training or quality requirements as may be in force during the Contract Period. We may from time to time specify Counsel, Agents and Approved Third Parties who may not be appointed. Any such exclusion shall apply to all Providers. 
-Party, Agent, Counsel or any of your sub-contractors. +
-February 2017 +
-21Can we specify criteria for third parties who may be instructed?​ +
-3.5 +
-We may require that Agents, Approved Third Parties and Counsel or in-house +
-advocates appointed by you in relation to Contract Work must possess such +
-experience, qualifications,​ or membership of such panel, or hold such accreditation +
-as we may specify in the Specification e.g. instructing advocates in the Crown +
-Court who meet certain panel, training or quality requirements as may be in force +
-during the Contract Period. We may from time to time specify Counsel, Agents and +
-Approved Third Parties who may not be appointed. Any such exclusion shall apply +
-to all Providers.+
 Can we specify payment rates for third parties? Can we specify payment rates for third parties?
-3.6 + 
-We may specify from time to time, the maximum payments (by way of hourly +3.6 We may specify from time to time, the maximum payments (by way of hourly rates or otherwise and which may be banded by reference to experience, location, area of expertise or otherwise) that we will reimburse you in respect of work carried out by Approved Third Parties and Counsel whom you appoint. Your obligations in respect of payment rates to be made to Approved Third Parties and Counsel are set out in the Legal Aid Legislation. 
-rates or otherwise and which may be banded by reference to experience, location, +
-area of expertise or otherwise) that we will reimburse you in respect of work +
-carried out by Approved Third Parties and Counsel whom you appoint. Your +
-obligations in respect of payment rates to be made to Approved Third Parties and +
-Counsel are set out in the Legal Aid Legislation.+
 Third parties time recording Third parties time recording
-3.7 + 
-3.8 +3.7 Subject to Clause 3.8: 
-Subject to Clause 3.8: + 
-(a) all agreements you make with Approved Third Parties under which the fees +(a) all agreements you make with Approved Third Parties under which the fees payable by you exceed £250 per Matter or Case, must require them to keep accurate records of the time they spend on the work you have appointed them to do and of the work done; and 
-payable by you exceed £250 per Matter or Case, must require them to keep + 
-accurate records of the time they spend on the work you have appointed +(b) all agreements you make with Agents, Counsel or sub-contractors in connection with Contract Work, must require them to keep accurate records of the time they spend on the work you have appointed them to do and of the work done. 
-them to do and of the work done; and + 
-(b) all agreements you make with Agents, Counsel or sub-contractors in +3.8 If an Approved Third Party is already working with a Client at the time of your instruction by the Client, your obligations under Clause 3.7 are only to use your reasonable endeavours to require such Approved Third Party to keep the required records and permit them to be Audited in accordance with Clause 3.9. 
-connection with Contract Work, must require them to keep accurate records +
-of the time they spend on the work you have appointed them to do and of +
-the work done. +
-If an Approved Third Party is already working with a Client at the time of your +
-instruction by the Client, your obligations under Clause 3.7 are only to use your +
-reasonable endeavours to require such Approved Third Party to keep the required +
-records and permit them to be Audited in accordance with Clause 3.9.+
 Access your sub-contractors must give to us Access your sub-contractors must give to us
-3.9 + 
-You must ensure that any agreement you have with any sub-contractor you +3.9 You must ensure that any agreement you have with any sub-contractor you appoint pursuant to Clause 3 includes a directly enforceable right for us to enter their premises and Audit the Contract Work that they have undertaken to the same extent as we have the right to enter your premises and Audit the Contract Work that you have undertaken in accordance with this Contract. 
-appoint pursuant to Clause 3 includes a directly enforceable right for us to enter +
-their premises and Audit the Contract Work that they have undertaken to the same +
-extent as we have the right to enter your premises and Audit the Contract Work +
-that you have undertaken in accordance with this Contract.+
 Terminating your arrangements with third parties Terminating your arrangements with third parties
-3.10 + 
-Without limiting our rights under Clause 24 and/or 25, we may require you to +3.10 Without limiting our rights under Clause 24 and/or 25, we may require you to terminate your arrangements with any Approved Third Party, Agent, Counsel or sub-contractor (and not use such Approved Third Party, Agent, Counsel or sub- contractor to undertake Contract Work or work in relation to Contract Work) if the standard of such work undertaken by or any other acts or omissions of such Approved Third Party, Agent, Counsel or sub-contractor is or are such as to entitle us to terminate this Contract (including pursuant to Clause 24.14). 
-terminate your arrangements with any Approved Third Party, Agent, Counsel or +Financial ​disclosure and risk Audited or certified accounts 
-sub-contractor (and not use such Approved Third Party, Agent, Counsel or sub- +4.1 You must maintain annual accounts as required by applicable law (including the Companies Act 2006) and in accordance with any Relevant Professional Body rules, which as a minimum must include the following: 
-contractor to undertake Contract Work or work in relation to Contract Work) if the +
-standard of such work undertaken by or any other acts or omissions of such +
-Approved Third Party, Agent, Counsel or sub-contractor is or are such as to entitle +
-us to terminate this Contract (including pursuant to Clause 24.14). +
-February 2017 +
-22Financial ​disclosure and risk +
-Audited or certified accounts +
-4.1 +
-4.2 +
-You must maintain annual accounts as required by applicable law (including the +
-Companies Act 2006) and in accordance with any Relevant Professional Body rules, +
-which as a minimum must include the following:+
 (a) profit and loss accounts; (a) profit and loss accounts;
 +
 (b) a balance sheet; (b) a balance sheet;
 +
 (c) a cash flow statement for the accounting period; (c) a cash flow statement for the accounting period;
-(d) full notes to the accounts which must include a complete statement of all the + 
-accounting policies adopted; +(d) full notes to the accounts which must include a complete statement of all the accounting policies adopted; 
-(e) where relevant, as stipulated in the Specification,​ details of the Monthly + 
-Payments received by you from us in the relevant accounting period and +(e) where relevant, as stipulated in the Specification,​ details of the Monthly Payments received by you from us in the relevant accounting period and details of all Payments on Account received by you in the relevant accounting period in respect of Contract Work for which you have not at the end of such period submitted an invoice to us together with explanatory notes in respect of such accounts; and 
-details of all Payments on Account received by you in the relevant accounting + 
-period in respect of Contract Work for which you have not at the end of such +(f) in the case of a Not For Profit Organisation,​ such other accounts as may have to be submitted to the Charity Commission of England and Wales and/or the Registrar of Companies. 
-period submitted an invoice to us together with explanatory notes in respect + 
-of such accounts; and +4.2 Each annual accounting period must start when the previous one ended. You must have your accounts audited or examined as required by applicable law (including the Companies Act 2006) and in accordance with any Relevant Professional Body rules. You must produce evidence from the auditor or examiner confirming the results of the audit, or examination,​ and the outcome to us when requested pursuant to Clause 9.1. You must notify us within 14 days if the auditor or examiner either refuses to certify your accounts or qualifies them. 
-(f) in the case of a Not For Profit Organisation,​ such other accounts as may have +
-to be submitted to the Charity Commission of England and Wales and/or the +
-Registrar of Companies. +
-Each annual accounting period must start when the previous one ended. You must +
-have your accounts audited or examined as required by applicable law (including +
-the Companies Act 2006) and in accordance with any Relevant Professional Body +
-rules. You must produce evidence from the auditor or examiner confirming the +
-results of the audit, or examination,​ and the outcome to us when requested +
-pursuant to Clause 9.1. You must notify us within 14 days if the auditor or +
-examiner either refuses to certify your accounts or qualifies them.+
 Financial disclosure Financial disclosure
-4.3 You must disclose your annual accounts to us in accordance with any Relevant + 
-Professional Body rules when requested pursuant to Clause 9.1.+4.3 You must disclose your annual accounts to us in accordance with any Relevant Professional Body rules when requested pursuant to Clause 9.1. 
 4.4 In addition and without limiting Clause 9.1, if: 4.4 In addition and without limiting Clause 9.1, if:
 +
 (a) you are under Official Investigation;​ (a) you are under Official Investigation;​
 +
 (b) you have exceeded your Maximum PoA Limit; (b) you have exceeded your Maximum PoA Limit;
-(c) your accounts are not audited and/or certified by an independent accountant + 
-or the independent auditor qualifies your accounts; +(c) your accounts are not audited and/or certified by an independent accountant or the independent auditor qualifies your accounts; 
-(d) your financial position is such that we consider that there is a significant risk + 
-to your Clients or public funds; or+(d) your financial position is such that we consider that there is a significant risk to your Clients or public funds; or 
 (e) we have any reasonable concerns about your financial position, (e) we have any reasonable concerns about your financial position,
-February 2017 +you must within 14 days of our request disclose to us such other financial information as we reasonably require about you (including information about your monthly management accounts, Bank Covenants, Bank Facilities and your and your partners and/or directors loan agreements and details of other assets and liabilities) and/or about Contract Work (and any other work secured by us). 
-23you must within 14 days of our request disclose to us such other financial +
-information as we reasonably require about you (including information about your +
-monthly management accounts, Bank Covenants, Bank Facilities and your and your +
-partners and/or directors loan agreements and details of other assets and +
-liabilities) and/or about Contract Work (and any other work secured by us).+
 Indemnities and guarantees from Providers Indemnities and guarantees from Providers
-4.5 If you are a limited company or an organisation with limited liability or if you are 
-a partnership and any of your partners is an organisation with limited liability, 
-then, unless you are a registered charity, we may at any time while this Contract 
-is in force, require from you, and you must provide to us, indemnities and 
-guarantees by such date and in such form as we may reasonably request from the 
-ultimate owners of your organisation and/or such persons as we might reasonably 
-regard as being Controllers and/or senior managers of your organisation and/or 
-where you are a limited company, from any company which is your holding 
-company. 
-4.6 Without prejudice to any other obligation under this Contract you must 
-immediately inform us of any change in, or addition to, your owners (including 
-without limitation partners, Members of LLPs, shareholders and directors) or 
-Controllers and ensure that such persons each provide indemnities and guarantees 
-by such date and in such form as we may reasonably request. 
-Maintaining financial records 
-4.7 
-You must maintain records of the information referred to in Clauses 4.1 and 4.3 
-in accordance with Clause 8.6. 
  
-Equality ​and diversity+4.5 If you are a limited company or an organisation with limited liability or if you are a partnership ​and any of your partners is an organisation with limited liability, then, unless you are a registered charity, we may at any time while this Contract is in force, require from you, and you must provide to us, indemnities and guarantees by such date and in such form as we may reasonably request from the ultimate owners of your organisation and/or such persons as we might reasonably regard as being Controllers and/or senior managers of your organisation and/or where you are a limited company, from any company which is your holding company. 
 + 
 +4.6 Without prejudice to any other obligation under this Contract you must immediately inform us of any change in, or addition to, your owners (including without limitation partners, Members of LLPs, shareholders and directors) or Controllers and ensure that such persons each provide indemnities and guarantees by such date and in such form as we may reasonably request. 
 + 
 +Maintaining financial records
  
-Our obligations+4.7 You must maintain records of the information referred to in Clauses 4.1 and 4.3 in accordance with Clause 8.6. 
 +5. Equality and diversity ​Our obligations 
 +5.1 We have a duty, in accordance with section 149 of the Equality Act 2010 to have due regard to the need to:
  
-5.1 +(a) eliminate discriminationharassment, victimisation and any other conduct prohibited by or under the Equality Act 2010;
-We have dutyin accordance with section 149 of the Equality Act 2010 to have +
-due regard to the need to:+
  
-(aeliminate discrimination,​ harassment, victimisation ​and any other conduct +(badvance equality of opportunity between persons who share a Relevant Protected Characteristic ​and persons who do not share itand
-prohibited by or under the Equality Act 2010;+
  
-(badvance equality of opportunity ​between persons who share a Relevant +(cfoster good relations ​between persons who share a Relevant Protected Characteristic and persons who do not share it.
-Protected Characteristic and persons who do not share it; and+
  
-(c) foster good relations between persons who share a Relevant Protected +and you must use your best endeavours to assist us, and to co-operate with us, to enable us to comply with our duties.
-Characteristic and persons who do not share it. +
-and you must use your best endeavours to assist us, and to co-operate with us, +
-to enable us to comply with our duties.+
  
 Your obligations Your obligations
  
-5.2 +5.2 To help us to comply with our duty under the Equality Act 2010, you must:
-To help us to comply with our duty under the Equality Act 2010, you must:+
  
 (a) have regard to the Equality and Diversity Guidance; (a) have regard to the Equality and Diversity Guidance;
  
-(b) have a written equality and diversity policy that, as a minimum, must +(b) have a written equality and diversity policy that, as a minimum, must include:
-include:+
  
-(i) a commitment to the principles of equality and diversity and to +(i) a commitment to the principles of equality and diversity and to observing legislative requirements;​
-observing legislative requirements;​+
  
-(ii) how you will meet the diverse needs of the Clients and local community +(ii) how you will meet the diverse needs of the Clients and local community or communities that you serve;
-or communities that you serve;+
  
 (iii) how you will implement, monitor, evaluate and update the policy; (iii) how you will implement, monitor, evaluate and update the policy;
  
-(iv) how you intend to ensure equality in relation to your personnel, Clients, +(iv) how you intend to ensure equality in relation to your personnel, Clients, potential Clients and other third parties appointed by you in accordance with Clause 3;
-potential Clients and other third parties appointed by you in accordance +
-with Clause 3;+
  
-(v) identification of a senior person within your organisation with +(v) identification of a senior person within your organisation with responsibility for the policy and its effective implementation;​
-responsibility for the policy and its effective implementation;​+
  
 (vi) how complaints and issues are to be dealt with; (vi) how complaints and issues are to be dealt with;
  
-(vii) requirements that no members of your personnel unlawfully +(vii) requirements that no members of your personnel unlawfully discriminate in dealings with other members of your personnel, Clients, potential Clients or other third parties appointed by you in accordance with Clause 3, 
-discriminate in dealings with other members of your personnel, Clients, +
-potential Clients or other third parties appointed by you in accordance +
-with Clause 3,+
 the “Equality and Diversity Policy”; the “Equality and Diversity Policy”;
  
-(c) have and implement an equality and diversity training plan for your +(c) have and implement an equality and diversity training plan for your personnel;
-personnel;+
  
-(d) have and implement a communications plan to promote your policies and +(d) have and implement a communications plan to promote your policies and procedures for ensuring that your services are accessible for people with  
-procedures for ensuring that your services are accessible for people with a +disability and meet the language needs of the Clients you serve in your locality; and
- ​disability and meet the language needs of the Clients you serve in your +
-locality; and+
  
-(e) +(e) review any of your policies and plans referred to above in operation at least once during the Contract Period (and more regularly if you or we identify any non-compliance with your Equality and Diversity Policy or plans or any failure of your Equality and Diversity Policy to comply with Clause 5.2(b) or complaints relating to equality and/or diversity are made by Clients, potential Clients or your personnel). You must take prompt and effective corrective action if you identify any such non-compliance or receive any such complaint (including undertaking additional reviews), or if you are failing to meet the objectives contained within such policy and plans and/or if such policies and plans do not comply with this Contract.
-review any of your policies and plans referred to above in operation at least +
-once during the Contract Period (and more regularly if you or we identify any +
-non-compliance with your Equality and Diversity Policy or plans or any failure +
-of your Equality and Diversity Policy to comply with Clause 5.2(b) or +
-complaints relating to equality and/or diversity are made by Clients, +
-potential Clients or your personnel). You must take prompt and effective +
-corrective action if you identify any such non-compliance or receive any such +
-complaint (including undertaking additional reviews), or if you are failing to +
-meet the objectives contained within such policy and plans and/or if such +
-policies and plans do not comply with this Contract.+
  
-5.3 Without limiting the generality of any other provision of this Contract, you must +5.3 Without limiting the generality of any other provision of this Contract, you must not unlawfully discriminate,​ and must take all reasonable steps to ensure that your personnel do not unlawfully discriminate as provided by the Equality Act 2010.
-not unlawfully discriminate,​ and must take all reasonable steps to ensure that your +
-personnel do not unlawfully discriminate as provided by the Equality Act 2010.+
  
-5.4 Without limiting the generality of any other provision of this Contract, you must +5.4 Without limiting the generality of any other provision of this Contract, you must not have been found by a competent court or tribunal at any time to have unlawfully discriminated against any Client or potential Client.
-not have been found by a competent court or tribunal at any time to have +
-unlawfully discriminated against any Client or potential Client.+
  
-5.5 To help us to comply with our statutory obligations in relation to equalities and +5.5 To help us to comply with our statutory obligations in relation to equalities and diversities,​ you must at our request use your best endeavours to provide us with equality and diversity information in accordance with the Equality and Diversity Guidance. This includes information about Clients (including on gender, race, ethnicity, age and disabilities) and your personnel. This helps us to carry out equality impact assessments and make decisions that better take account of any equality and diversity needs of Clients and potential Clients. 
-diversities,​ you must at our request use your best endeavours to provide us with +6. Logos and marketing
-equality and diversity information in accordance with the Equality and Diversity +
-Guidance. This includes information about Clients (including on gender, race, +
-ethnicity, age and disabilities) and your personnel. This helps us to carry out +
-equality impact assessments and make decisions that better take account of any +
-equality and diversity needs of Clients and potential Clients.+
  
- 
-Logos and marketing 
 Use of Promotional Items and other intellectual property Use of Promotional Items and other intellectual property
  
-6.1 While this Contract is in force you may describe yourself as a Provider and may +6.1 While this Contract is in force you may describe yourself as a Provider and may use Promotional Items in accordance with our quality mark guidelines published on our website from time to time.
-use Promotional Items in accordance with our quality mark guidelines published +
-on our website from time to time.+
  
 6.2 You will not: 6.2 You will not:
-(a) use, market or exploit the Promotional Items for any purpose other than in 
-accordance with the provisions of this Contract; 
-(b) adopt, use or register any word or symbol or combination of words or 
-symbols which is confusingly similar to any trademarks or logos used by us 
-(whether registered or not); or 
-(c) use in connection with this Contract any other trade mark, service mark 
-and/or logo that so nearly resembles one or more of our trade marks 
-(whether registered or not) as to be likely to cause confusion or deception. 
  
-6.3 The benefit of the use of the Promotional Items and any additional goodwill +(a) use, market or exploit the Promotional Items for any purpose other than in accordance with the provisions of this Contract; 
-accrued as a result of your activities under this Contract will vest in and is hereby + 
-assigned to us. You agree to execute such documents and do such other things as +(b) adopt, use or register any word or symbol or combination of words or symbols which is confusingly similar to any trademarks or logos used by us (whether registered or not); or 
-we may reasonably request, including after this Contract ends, to confirm any such + 
-rights to us.+(c) use in connection with this Contract any other trade mark, service mark and/or logo that so nearly resembles one or more of our trade marks (whether registered or not) as to be likely to cause confusion or deception. 
 + 
 +6.3 The benefit of the use of the Promotional Items and any additional goodwill accrued as a result of your activities under this Contract will vest in and is hereby assigned to us. You agree to execute such documents and do such other things as we may reasonably request, including after this Contract ends, to confirm any such rights to us
 + 
 +6.4 If any use by you of the Promotional Items does not conform in any respect with the use as approved by us, we may so inform you and you must cease such use immediately.
  
-6.4 If any use by you of the Promotional Items does not conform in any respect with 
-the use as approved by us, we may so inform you and you must cease such use 
-immediately. 
 Restrictions on how you may market your services Restrictions on how you may market your services
  
-6.5 +6.5 Neither you, nor any person representing you, (either directly or indirectly) may market your ability to perform Contract Work by means of: 
-Neither you, nor any person representing you, (either directly or indirectly) may +
-market your ability to perform Contract Work by means of:+
 (a) unsolicited visits; or (a) unsolicited visits; or
 +
 (b) unsolicited telephone calls (b) unsolicited telephone calls
-and any work carried out for any person who contacted you as a result of (a) or+ 
 +and any work carried out for any person who contacted you as a result of (a)  or
 (b) above is not Contract Work (and is not payable by us). (b) above is not Contract Work (and is not payable by us).
-6.6 + 
-Neither you, nor any person representing you, may provide any inducement, +6.6 Neither you, nor any person representing you, may provide any inducement, including any money or other gifts to a Client or potential Client. 
-including any money or other gifts to a Client or potential Client.+
 Restrictions on the name of your organisation Restrictions on the name of your organisation
-6.7 + 
-You may not name or describe your organisation to any person (whether verbally +6.7 You may not name or describe your organisation to any person (whether verbally or in written form) as: 
-or in written form) as: + 
-(a) a community legal advice centre ("​CLAC"​) commissioned by the LSC either +(a) a community legal advice centre ("​CLAC"​) commissioned by the LSC either on its own or jointly with another body; 
-on its own or jointly with another body; + 
-(b) a community legal advice network ("​CLAN"​) commissioned by the LSC either +(b) a community legal advice network ("​CLAN"​) commissioned by the LSC either on its own or jointly with another body; 
-on its own or jointly with another body; +(c) the "LSC Criminal Defence Service ("​CDS"​)"​ established under the Access to Justice Act 1999; 
-February 2017 + 
-27(c) the "LSC Criminal Defence Service ("​CDS"​)"​ established under the Access to +(d) the "LSC Community Legal Service ("​CLS"​)"​ established under the Access to Justice Act 1999; 
-Justice Act 1999; + 
-(d) the "LSC Community Legal Service ("​CLS"​)"​ established under the Access to +(e) or any name which in our reasonable view is confusingly similar to those listed in Clause ​ 6.7(a) to (d) above, 
-Justice Act 1999; +
-(e) or any name which in our reasonable view is confusingly similar to those +
-listed in Clause 6.7(a) to (d) above,+
 without our prior written consent. without our prior written consent.
 +
 Paying referral fees Paying referral fees
-6.8 + 
-You must not make any payment, or provide any other benefit, to any third party +6.8 You must not make any payment, or provide any other benefit, to any third party (including any other Provider) for the referral or introduction (directly or indirectly) of any Client or potential Client to you. 
-(including any other Provider) for the referral or introduction (directly or indirectly) +
-of any Client or potential Client to you.+
 Receiving referral fees Receiving referral fees
-6.9 + 
-You must not receive any payment, or any other benefit, from any person or body +6.9 You must not receive any payment, or any other benefit, from any person or body (including any other Provider) for the referral or introduction (directly or indirectly) of any Client or potential Client by you unless the services to be provided pursuant to the referral or introduction are not services for which the Client or potential Client would be eligible under the Legal Aid Legislation. 
-(including any other Provider) for the referral or introduction (directly or indirectly) +
-of any Client or potential Client by you unless the services to be provided pursuant +
-to the referral or introduction are not services for which the Client or potential +
-Client would be eligible under the Legal Aid Legislation.+
 Payment presumption Payment presumption
-6.10 + 
-Where you:+6.10 Where you: 
 (a) make any payment or provide any other benefit; or (a) make any payment or provide any other benefit; or
 +
 (b) receive any payment or any other benefit, (b) receive any payment or any other benefit,
-in circumstances that suggest a possible breach of Clauses 6.8 or 6.9, the + 
-presumption will be that the payment or benefit was made, provided or received +in circumstances that suggest a possible breach of Clauses 6.8 or 6.9, the presumption will be that the payment or benefit was made, provided or received in breach of this Contract and the onus will be on you to show that was not the case. 
-in breach of this Contract and the onus will be on you to show that was not the + 
-case. +6.11 For the purpose of Clauses 6.8 to 6.10, payment or receipt of payment for Contract Work properly due under the terms of this Contract in compliance with Clause 14.2 to 14.5 inclusive is not a “payment” or “other benefit”. 
-6.11 +7. Your obligations,​ looking after Clients, compliance and self-monitoring Providing Contract Work 
-For the purpose of Clauses 6.8 to 6.10, payment or receipt of payment for Contract +7.1 You must comply with the Contract Documents. 
-Work properly due under the terms of this Contract in compliance with Clause 14.2 +
-to 14.5 inclusive is not a “payment” or “other benefit”. +
-February 2017 +
-287. +
-Your obligations,​ looking after Clients, compliance and self-monitoring +
-Providing Contract Work +
-7.1 +
-You must comply with the Contract Documents.+
 Clients’ interests and independence Clients’ interests and independence
-7.2 In performing Contract Work, you must act in the best interests of your Clients + 
-and be uninfluenced by any factor other than the Clients’ (and potential Clients’) +7.2 In performing Contract Work, you must act in the best interests of your Clients and be uninfluenced by any factor other than the Clients’ (and potential Clients’) best interests. Any breach by you of this Clause 7.2 will deemed to be a Fundamental Breach. 
-best interests. Any breach by you of this Clause 7.2 will deemed to be a + 
-Fundamental Breach. +7.3 Where you instruct Counsel or in-house advocate to conduct Crown Court advocacy services, before giving such instructions you must consult the Client about the use and the selection of Counsel or in-house advocate and advise the Client of: 
-7.3 Where you instruct Counsel or in-house advocate to conduct Crown Court +
-advocacy services, before giving such instructions you must consult the Client +
-about the use and the selection of Counsel or in-house advocate and advise the +
-Client of:+
 (a) the name; (a) the name;
 +
 (b) status; (b) status;
 +
 (c) experience; and (c) experience; and
 +
 (d) suitability,​ (d) suitability,​
-of this Counsel or in-house advocate to conduct advocacy in each such case having + 
-regard to the nature of that case and its complexity and the existence of +of this Counsel or in-house advocate to conduct advocacy in each such case having regard to the nature of that case and its complexity and the existence of alternative Counsel or in-house advocate whom the Client may choose to be instructed (subject to availability). In circumstances where you have determined through your reasonable enquiries that there is no alternative Counsel or in-house advocate actually available, you must also advise the Client of that fact. 
-alternative Counsel or in-house advocate whom the Client may choose to be + 
-instructed (subject to availability). In circumstances where you have determined +7.4 Where Counsel or in-house advocate is instructed pursuant to Clause 7.3, if the chosen Counsel or in-house advocate becomes unavailable you must take all reasonable steps to instructs another Counsel or in-house advocate of equivalent standing and, so far as is practicable,​ advise the Client of the merits and suitability of the proposed replacement. 
-through your reasonable enquiries that there is no alternative Counsel or in-house + 
-advocate actually available, you must also advise the Client of that fact. +7.5 You must keep a Record (in accordance with the provisions of Clauses 8.3 and 8.4) to demonstrate your compliance with Clause 7.3. 
-7.4 Where Counsel or in-house advocate is instructed pursuant to Clause 7.3, if the + 
-chosen Counsel or in-house advocate becomes unavailable you must take all +7.6 If you become aware of any act or omission that would justify a claim against you by a Client, you must promptly advise the Client to obtain independent advice (and keep a copy of your letter on the Client’s file). 
-reasonable steps to instructs another Counsel or in-house advocate of equivalent +
-standing and, so far as is practicable,​ advise the Client of the merits and suitability +
-of the proposed replacement. +
-7.5 You must keep a Record (in accordance with the provisions of Clauses 8.3 and +
-8.4) to demonstrate your compliance with Clause 7.3. +
-7.6 If you become aware of any act or omission that would justify a claim against you +
-by a Client, you must promptly advise the Client to obtain independent advice +
-(and keep a copy of your letter on the Client’s file).+
 Indemnity insurance Indemnity insurance
-7.7 You must have and maintain during the Contract Period and for a period of six + 
-years following the expiry and/or termination of this Contract, professional +7.7 You must have and maintain during the Contract Period and for a period of six years following the expiry and/or termination of this Contract, professional indemnity insurance with an insurer who is regulated by the Financial Conduct Authority and which is sufficient to cover your liabilities under this Contract, having due regard to the type of Contract Work you undertake and the associated risks. 
-indemnity insurance with an insurer who is regulated by the Financial Conduct + 
-Authority and which is sufficient to cover your liabilities under this Contract, having +7.8 Subject to Clause 7.7, unless you are a registered charity, as a minimum, you must have professional indemnity insurance which provides at least the cover required for you as specified by any Relevant Professional Body from time to time. 
-due regard to the type of Contract Work you undertake and the associated risks. +If you are a registered charity, you must have professional indemnity insurance which provides, as a minimum, cover of at least £1 million in respect of each claim or series of related claims. 
-7.8 Subject to Clause 7.7, unless you are a registered charity, as a minimum, you +
-must have professional indemnity insurance which provides at least the cover +
-required for you as specified by any Relevant Professional Body from time to time. +
-February 2017 +
-29If you are a registered charity, you must have professional indemnity insurance +
-which provides, as a minimum, cover of at least £1 million in respect of each claim +
-or series of related claims.+
 Demonstrating compliance to us Demonstrating compliance to us
-7.9 + 
-You must demonstrate to our reasonable satisfaction that you are complying with, +7.9 You must demonstrate to our reasonable satisfaction that you are complying with, and have at all times while it has been in force complied with, this Contract. You must demonstrate this when we are Auditing you and at such other times as we may require in accordance with this Contract. 
-and have at all times while it has been in force complied with, this Contract. You +
-must demonstrate this when we are Auditing you and at such other times as we +
-may require in accordance with this Contract.+
 Client service, file management and monitoring your performance Client service, file management and monitoring your performance
-7.10 You must have client service procedures that ensure that Clients are provided with + 
-appropriate information (including where relevant, information on costs incurred) +7.10 You must have client service procedures that ensure that Clients are provided with appropriate information (including where relevant, information on costs incurred) in respect of their Matter or case. 
-in respect of their Matter or case. + 
-7.11 You must effectively monitor your performance under, and compliance with, this +7.11 You must effectively monitor your performance under, and compliance with, this Contract. You must take prompt and effective corrective action if your monitoring identifies any failure of or deficiency in performance or compliance, in particular in respect of the following: 
-Contract. You must take prompt and effective corrective action if your monitoring +
-identifies any failure of or deficiency in performance or compliance, in particular +
-in respect of the following:+
 (a) the quality of your advice to, and other legal work for, Clients; (a) the quality of your advice to, and other legal work for, Clients;
 +
 (b) the quality of your Client service; and (b) the quality of your Client service; and
 +
 (c) Clients’ perceptions of the service they have received from you, (c) Clients’ perceptions of the service they have received from you,
-and as part of this monitoring, you must undertake periodic Client satisfaction + 
-surveys. +and as part of this monitoring, you must undertake periodic Client satisfaction surveys. 
-7.12 + 
-You must have and comply with a procedure for dealing with Client complaints. +7.12 You must have and comply with a procedure for dealing with Client complaints. Such procedure must enable you to determine such complaints rapidly and fairly and include a process for review of Client complaints and corrective action to prevent any future similar complaints. 
-Such procedure must enable you to determine such complaints rapidly and fairly +
-and include a process for review of Client complaints and corrective action to +
-prevent any future similar complaints.+
 Access to the Manual Access to the Manual
-7.13 + 
-You must have on-line access to the Manual.+7.13 You must have on-line access to the Manual. 
 Legislation and rules you must comply with Legislation and rules you must comply with
-7.14 You must comply with all relevant legislation (including all Legal Aid Legislation + 
-and the Criminal Procedure Rules). Where you provide Contract Work within +7.14 You must comply with all relevant legislation (including all Legal Aid Legislation and the Criminal Procedure Rules). Where you provide Contract Work within Wales, you should ensure it is accessible to, and understandable by, Clients whose language of choice is Welsh, in accordance with the Welsh Language Act 1993 and Welsh Language (Wales) Measure 2011 and any other statutory instruments which come into force from time to time under the Welsh Language Act 1993. You shall comply with all guidance, codes of conduct and compliance notices that are issued by the Welsh Language Commissioner from time to time. Where you carry out Contract Work, without limiting your foregoing obligations,​ you must, in complying with Legal Aid Legislation,​ have regard to the Lord Chancellor’s Guidance and must comply with the Lord Chancellor’s Directions and the terms of any Authorisations. 
-Wales, you should ensure it is accessible to, and understandable by, Clients whose +
-language of choice is Welsh, in accordance with the Welsh Language Act 1993 and +
-Welsh Language (Wales) Measure 2011 and any other statutory instruments which +
-come into force from time to time under the Welsh Language Act 1993. You shall +
-comply with all guidance, codes of conduct and compliance notices that are issued +
-by the Welsh Language Commissioner from time to time. Where you carry out +
-Contract Work, without limiting your foregoing obligations,​ you must, in complying +
-with Legal Aid Legislation,​ have regard to the Lord Chancellor’s Guidance and must +
-comply with the Lord Chancellor’s Directions and the terms of any Authorisations.+
 7.15 You must comply with any Relevant Professional Body rules. 7.15 You must comply with any Relevant Professional Body rules.
 +
 Consents, authorisations and licences you must have Consents, authorisations and licences you must have
-February 2017 +7.16 You must obtain and maintain in force throughout the Contract Period all licences, permissions,​ authorisations,​ waivers and consents required from time to time to perform Contract Work (including those required by any Relevant Professional Body). 
-307.16 You must obtain and maintain in force throughout the Contract Period all licences, + 
-permissions,​ authorisations,​ waivers and consents required from time to time to +7.17 You must notify us in writing in accordance with Clause 21.10 if you are unable to comply with your obligations in Clause 7.16. Any material breach by you of Clause 
-perform Contract Work (including those required by any Relevant Professional +7.16 will be deemed to be a Fundamental Breach. You will take appropriate action to remedy such breach. Any such action taken by you shall not affect any rights and remedies we may have in relation to the breach. 
-Body). +
-7.17 You must notify us in writing in accordance with Clause 21.10 if you are unable to +
-comply with your obligations in Clause 7.16. Any material breach by you of Clause +
-7.16 will be deemed to be a Fundamental Breach. You will take appropriate action +
-to remedy such breach. Any such action taken by you shall not affect any rights +
-and remedies we may have in relation to the breach.+
 Claiming payment from Clients or Former Clients Claiming payment from Clients or Former Clients
-7.18 + 
-Except where this Contract or Legal Aid Legislation so provides, you must not claim +7.18 Except where this Contract or Legal Aid Legislation so provides, you must not claim or seek to claim any payment from any Client or Former Client for any Contract Work or for any work that was performed in your or your Client’s or Former Client’s reasonable belief that it was Contract Work. 
-or seek to claim any payment from any Client or Former Client for any Contract +
-Work or for any work that was performed in your or your Client’s or Former Client’s +
-reasonable belief that it was Contract Work.+
 IT System IT System
-7.19 + 
-You must have an IT System which enables you to perform your obligations under +7.19 You must have an IT System which enables you to perform your obligations under this Contract. ​ Your IT System must include the following as a minimum: 
-this Contract. Your IT System must include the following as a minimum:+
 (a) a system to identify all your Contract Work files; (a) a system to identify all your Contract Work files;
 +
 (b) a system to enable you to identify Client conflicts; (b) a system to enable you to identify Client conflicts;
-(c) a system for identifying relevant Matters and cases when acting for a Client + 
-in a number of Matters and/or cases; +(c) a system for identifying relevant Matters and cases when acting for a Client in a number of Matters and/or cases; 
-(d) a system for accessing a list of all Matters and cases that are open and closed + 
-(where relevant);+(d) a system for accessing a list of all Matters and cases that are open and closed (where relevant); 
 (e) a system which identifies key dates in respect of any Matter and/or case; (e) a system which identifies key dates in respect of any Matter and/or case;
 +
 (f) a time recording system for all Matters and cases; (f) a time recording system for all Matters and cases;
-(g) a system for identifying an up-to-date record of the value of your work in + 
-progress (including disbursements shown separately) on all Matters and +(g) a system for identifying an up-to-date record of the value of your work in progress (including disbursements shown separately) on all Matters and cases; 
-cases;+
 (h) access to our website; (h) access to our website;
 +
 (i) access to your Online Account; (i) access to your Online Account;
-(j) at least one operational email account, which must be able to send and + 
-receive emails, which may contain sensitive information,​ over the +(j) at least one operational email account, which must be able to send and receive emails, which may contain sensitive information,​ over the Government Secure Intranet; and 
-Government Secure Intranet; and + 
-(k) a system that must be capable of being used by you to work electronically +(k) a system that must be capable of being used by you to work electronically within the criminal justice system and with other criminal justice agencies (including the prosecution and police). This means (without limitation) that the system must be: 
-within the criminal justice system and with other criminal justice agencies + 
-(including the prosecution and police). This means (without limitation) that +(i) able to accommodate and accept evidence. You will use this system to accept evidence that is served or made available by the criminal justice 
-the system must be: +agencies ​(including the prosecution and police) (electronically or otherwise), in accordance with the Criminal Procedure Rules; 
-(i) + 
-February 2017 +(ii) capable of being accessed and used by you remotely (for example at courts and police stations); 
-able to accommodate and accept evidence. You will use this system to + 
-accept evidence that is served or made available by the criminal justice +(iii) able to connect to any relevant IP (Internet Protocol) based video conference system; and 
-31agencies ​(including the prosecution and police) (electronically or + 
-otherwise), in accordance with the Criminal Procedure Rules; +(iv) archive digital material which shall constitute a Record for the purposes of this Contract including (without limitation) prosecution evidence served electronically for the duration of the Contract Period. 
-(ii) capable of being accessed and used by you remotely (for example at +
-courts and police stations);​ +
-(iii) able to connect to any relevant IP (Internet Protocol) based video +
-conference system; and +
-(iv) archive digital material which shall constitute a Record for the purposes +
-of this Contract including (without limitation) prosecution evidence +
-served electronically for the duration of the Contract Period.+
 Individual fee earner IT requirements Individual fee earner IT requirements
-7.20 + 
-All personnel who require it must have access to an operational email account +7.20 All personnel who require it must have access to an operational email account which must: 
-which must: + 
-(a) be able to send and receive emails, which may contain sensitive information +(a) be able to send and receive emails, which may contain sensitive information over the Government Secure Intranet; and 
-over the Government Secure Intranet; and + 
-(b) be used as the address by which the criminal justice agencies (including +(b) be used as the address by which the criminal justice agencies (including prosecution and police) serve or make available evidence and communicate electronically. 
-prosecution and police) serve or make available evidence and communicate +
-electronically.+
 The Online Service The Online Service
-7.21 You must have an Online Account. Access to your Online Account is available via + 
-our website. +7.21 You must have an Online Account. Access to your Online Account is available via our website. 
-7.22 If we require you in accordance with the Contract to provide information in + 
-connection with Contract Work to us electronically,​ including through your Online +7.22 If we require you in accordance with the Contract to provide information in connection with Contract Work to us electronically,​ including through your Online Account, you must do so and, subject to Clause 7.23, we will not accept such information submitted by any other means of delivery. 
-Account, you must do so and, subject to Clause 7.23, we will not accept such + 
-information submitted by any other means of delivery. +7.23 Where you are required to provide information to us through your Online Account, to the extent that the Online Service is unavailable you must notify us and you must send to us the information by such method as we may reasonably require including by fax, post or any reasonable electronic method. Provided that you have complied with your obligations in this Clause 7.23, you shall not be deemed to be in breach of your obligation to provide us with the relevant information through your Online Account. 
-7.23 Where you are required to provide information to us through your Online Account, +
-to the extent that the Online Service is unavailable you must notify us and you +
-must send to us the information by such method as we may reasonably require +
-including by fax, post or any reasonable electronic method. Provided that you have +
-complied with your obligations in this Clause 7.23, you shall not be deemed to be +
-in breach of your obligation to provide us with the relevant information through +
-your Online Account.+
 CJS Online CJS Online
-7.24 + 
-When CJS Online becomes operational you must use it to: +7.24 When  CJS Online becomes operational you must use it to: 
-(a) access evidence served or made available by the criminal justice agencies + 
-(including the prosecution and police) direct from CJS Online in accordance +(a) access evidence served or made available by the criminal justice agencies (including the prosecution and police) direct from CJS Online in accordance with the Criminal Procedure Rules; 
-with the Criminal Procedure Rules; + 
-(b) serve documents required on the court, prosecution or other parties by +(b) serve documents required on the court, prosecution or other parties by lodging on the CJS Online; and 
-lodging on the CJS Online; and+
 (c) make any applications to court using CJS Online. (c) make any applications to court using CJS Online.
 +
 Business Continuity Plan Business Continuity Plan
-February 2017 +7.25 You must have at all times a Business Continuity Plan which conforms with Good Industry Practice and make it available to us (or our agents) at our request for inspection. You must review and test the Business Continuity Plan at least annually and correct any deficiencies identified during testing or implementation of that plan. 
-327.25 You must have at all times a Business Continuity Plan which conforms with Good + 
-Industry Practice and make it available to us (or our agents) at our request for +7.26 You must use all reasonable endeavours to prevent the loss, disclosure or corruption of any information relating to Contract Work held by you on your IT System. You must make up-to-date daily back-ups of such information which is in electronic format and store such backups on a regular basis offsite. If an Unplanned Interruption occurs, which significantly impacts on your ability to perform Contract Work you will promptly notify us and provide details of the remedial action taken by you. You must ensure that all information relating to Contract Work held on your IT System can be recovered as soon as reasonably practicable following an Unplanned Interruption. 
-inspection. You must review and test the Business Continuity Plan at least annually +
-and correct any deficiencies identified during testing or implementation of that +
-plan. +
-7.26 You must use all reasonable endeavours to prevent the loss, disclosure or +
-corruption of any information relating to Contract Work held by you on your IT +
-System. You must make up-to-date daily back-ups of such information which is +
-in electronic format and store such backups on a regular basis offsite. If an +
-Unplanned Interruption occurs, which significantly impacts on your ability to +
-perform Contract Work you will promptly notify us and provide details of the +
-remedial action taken by you. You must ensure that all information relating to +
-Contract Work held on your IT System can be recovered as soon as reasonably +
-practicable following an Unplanned Interruption.+
 Environment Environment
-7.27 You shall throughout the Contract Period work with us in improving the effects of + 
-Contract Work on the environment. +7.27 You shall throughout the Contract Period work with us in improving the effects of Contract Work on the environment. 
-7.28 You shall improve the environmental efficiency of the provision of Contract Work + 
-and provide a flexible approach to the management of such work. This may +7.28 You shall improve the environmental efficiency of the provision of Contract Work and provide a flexible approach to the management of such work. This may include the use of energy efficient vehicles, the reduction, reuse and recycling of waste generated, using energy for buildings and equipment in an efficient manner and use and reuse of water and other resources in an efficient manner. You will also at all times demonstrate to us a commitment to comply with environmental legislation applicable to your obligations in this Contract. 
-include the use of energy efficient vehicles, the reduction, reuse and recycling of +8. Keeping records and completing and returning forms Contract Work files 
-waste generated, using energy for buildings and equipment in an efficient manner +8.1 You must maintain a file for each Matter and/or case. Files, including electronic files, must be maintained in an orderly manner, showing all correspondence,​ attendance notes and disbursements on the relevant Matter or case, what Contract Work was performed, when it was performed and by whom, how it was performed and how long it took. 
-and use and reuse of water and other resources in an efficient manner. You will +
-also at all times demonstrate to us a commitment to comply with environmental +
-legislation applicable to your obligations in this Contract. +
-February 2017 +
-338. +
-Keeping records and completing and returning forms +
-Contract Work files +
-8.1 +
-You must maintain a file for each Matter and/or case. Files, including electronic +
-files, must be maintained in an orderly manner, showing all correspondence,​ +
-attendance notes and disbursements on the relevant Matter or case, what Contract +
-Work was performed, when it was performed and by whom, how it was performed +
-and how long it took.+
 Recording information Recording information
-8.2 + 
-You must record all information required by this Contract promptly and accurately +8.2 You must record all information required by this Contract promptly and accurately and in accordance with this Contract. Material or repeated failure to do so shall  be deemed to be a Fundamental Breach. 
-and in accordance with this Contract. Material or repeated failure to do so shall +
-be deemed to be a Fundamental Breach.+
 Records you must maintain Records you must maintain
-8.3 + 
-You must maintain true, accurate and complete records of all activities you +8.3 You must maintain true, accurate and complete records of all activities you undertake in connection with this Contract (“Records”),​ including: 
-undertake in connection with this Contract (“Records”),​ including:​ + 
-(a) records of how you have (in accordance with Clause 7.10) effectively +(a) records of how you have (in accordance with Clause 7.10) effectively monitored your performance under and compliance with, this Contract, and the corrective action you have taken (if any); 
-monitored your performance under and compliance with, this Contract, and +
-the corrective action you have taken (if any);+
 (b) records of any Client complaints received and how they have been handled; (b) records of any Client complaints received and how they have been handled;
 +
 (c) the results of any Client satisfaction surveys; (c) the results of any Client satisfaction surveys;
-(d) the results and reports of any internal (by you) and external (by us or a third + 
-party) audits, including any Audit (such as audits of your compliance with +(d) the results and reports of any internal (by you) and external (by us or a third party) audits, including any Audit (such as audits of your compliance with the Quality Standard by any third party); 
-the Quality Standard by any third party); + 
-(e) records of all identified non-compliances of the Contract and the corrective +(e) records of all identified non-compliances of the Contract and the corrective action taken; 
-action taken; + 
-(f) details of the operation of your Equality and Diversity Policy, procedures and +(f) details of the operation of your Equality and Diversity Policy, procedures and communications and an assessment of its effectiveness;​ 
-communications and an assessment of its effectiveness;​ + 
-(g) information about your organisation for internal use including office manuals +(g) information about your organisation for internal use including office manuals and information relating to your Clients; 
-and information relating to your Clients;+
 (h) the annual accounts and information referred to in Clauses 4.1 and 4.3; (h) the annual accounts and information referred to in Clauses 4.1 and 4.3;
-(i) a comprehensive record of findings for each file review you undertake + 
-including records and details of corrective action taken to improve +(i) a comprehensive record of findings for each file review you undertake including records and details of corrective action taken to improve performance;​ 
-performance;​+
 (j) the identity of, and work performed by: (j) the identity of, and work performed by:
-(k) + 
-February 2017 +(i) any Agents, Counsel and sub-contractors you have instructed to carry out Contract Work pursuant to Clause 3; and 
-(i) any Agents, Counsel and sub-contractors you have instructed to carry +
-out Contract Work pursuant to Clause 3; and+
 (ii) Approved Third Parties; (ii) Approved Third Parties;
-files for each Matter and/or case referred to in Clause 8.1; + 
-348.4 +(k) files for each Matter and/or case referred to in Clause 8.1; 
-(l) up-to-date records (including accurate values) of current work in progress +(l) up-to-date records (including accurate values) of current work in progress in respect of all Contract Work; 
-in respect of all Contract Work; + 
-(m) advice to Clients regarding the choice of Counsel or in-house advocate +(m) advice to Clients regarding the choice of Counsel or in-house advocate instructed to provide Crown Court advocacy services, including the existence of alternative Counsel or in-house advocate, any enquiries made by you regarding Counsel or in-house advocate and/or their availability and any case in which you have advised the Client that there is no alternative Counsel or in-house advocate available, as referred to in Clause 7.3; 
-instructed to provide Crown Court advocacy services, including the + 
-existence of alternative Counsel or in-house advocate, any enquiries +(n) evidence of compliance with the requirements needed to maintain Duty Solicitor Accreditation;​ and 
-made by you regarding Counsel or in-house advocate and/or their +
-availability and any case in which you have advised the Client that there +
-is no alternative Counsel or in-house advocate available, as referred to in +
-Clause 7.3; +
-(n) evidence of compliance with the requirements needed to maintain Duty +
-Solicitor Accreditation;​ and+
 (o) evidence of compliance with the requirements of Paragraphs 6.22 to 6.25. (o) evidence of compliance with the requirements of Paragraphs 6.22 to 6.25.
-Records maintained pursuant to Clause 8.3 must be sufficient:​ + 
-(a) to verify and demonstrate performance of and compliance with your +8.4 Records maintained pursuant to Clause 8.3 must be sufficient: 
-obligations under this Contract; + 
-(b) to verify and demonstrate the accuracy of information supplied by you in +(a) to verify and demonstrate performance of and compliance with your obligations under this Contract; 
-respect of Contract Work;+ 
 +(b) to verify and demonstrate the accuracy of information supplied by you in respect of Contract Work; 
 (c) to enable Assessments to be performed; (c) to enable Assessments to be performed;
-(d) to verify and demonstrate the accuracy of all information supplied by you + 
-under or in connection with Clause 14;+(d) to verify and demonstrate the accuracy of all information supplied by you under or in connection with Clause 14; 
 (e) to facilitate an Official Investigation;​ and (e) to facilitate an Official Investigation;​ and
-(f) for such other purposes as we reasonably consider necessary in + 
-connection with our statutory duties or functions.+(f) for such other purposes as we reasonably consider necessary in connection with our statutory duties or functions. 
 Storing files and Records Storing files and Records
-8.5 You must keep secure all documents provided to you by or on behalf of your Client, + 
-a court or any Relevant Professional Body and which relate to Contract Work +8.5 You must keep secure all documents provided to you by or on behalf of your Client, a court or any Relevant Professional Body and which relate to Contract Work carried out for a Client. You must have in place appropriate security procedures to ensure that non-authorised persons do not gain access to such information. 
-carried out for a Client. You must have in place appropriate security procedures to + 
-ensure that non-authorised persons do not gain access to such information. +8.6 You must maintain Records (excluding Contract Work files) for a period of six years from the date the relevant Record is created, save where such Records are required to be maintained for longer as required by applicable law or by any Relevant Professional Body. In these cases you must maintain such records in accordance with such requirements (and if more than one such body specifies a period, it shall be the longest period for the purpose of this Clause 8.6). 
-8.6 You must maintain Records (excluding Contract Work files) for a period of six years + 
-from the date the relevant Record is created, save where such Records are +8.7 Subject to Clause 8.8, you must securely retain all the Contract Work files (including all documents originally placed on the file, and file records) of all Clients for whom you have performed work under this Contract or any prior agreement with us for any Contract Work (or equivalent) covered by this Contract until the later of the date you are required by law and/or your Relevant Professional Body (and if more than one such body specifies a period, it shall be the longest period for the purpose of this Clause 8.7) to retain the same and the end of the period of six years from the date of the last of the following events to occur: 
-required to be maintained for longer as required by applicable law or by any +(a) you have correctly reported closure of the Matter or case to us; 
-Relevant Professional Body. In these cases you must maintain such records in + 
-accordance with such requirements (and if more than one such body specifies a +(b) a final Claim for your work on the Matter or case has been submitted to us; or 
-period, it shall be the longest period for the purpose of this Clause 8.6). +
-8.7 Subject to Clause 8.8, you must securely retain all the Contract Work files +
-(including all documents originally placed on the file, and file records) of all Clients +
-for whom you have performed work under this Contract or any prior agreement +
-with us for any Contract Work (or equivalent) covered by this Contract until the +
-later of the date you are required by law and/or your Relevant Professional Body +
-(and if more than one such body specifies a period, it shall be the longest period +
-for the purpose of this Clause 8.7) to retain the same and the end of the period of +
-six years from the date of the last of the following events to occur: +
-February 2017 +
-35(a) you have correctly reported closure of the Matter or case to us; +
-(b) a final Claim for your work on the Matter or case has been submitted to us; +
-or+
 (c) all payments in respect of the Matter or case have been made. (c) all payments in respect of the Matter or case have been made.
-8.8 You need not retain closed files (or copies of them) if the Matter or case has been + 
-transferred elsewhere at the Client’s request, including if they have changed +8.8 You need not retain closed files (or copies of them) if the Matter or case has been transferred elsewhere at the Client’s request, including if they have changed Provider. However, you should retain copies if, without them, there is a risk that you will be unable to demonstrate compliance, as required by Clause 7. Where a Client has changed Provider, obtaining an irrevocable undertaking from the new Provider to return the file, should it be required for Audit purposes, will be sufficient. 
-Provider. However, you should retain copies if, without them, there is a risk that + 
-you will be unable to demonstrate compliance, as required by Clause 7. Where a +8.9 Without limiting our rights under Clause 9.1, Records may be held by you pursuant to this Clause 8 in any manner (including on microfilm or otherwise), provided that you are able to comply with your obligations to provide such information to us in accordance with Clauses 8 and 9. 
-Client has changed Provider, obtaining an irrevocable undertaking from the new +
-Provider to return the file, should it be required for Audit purposes, will be +
-sufficient. +
-8.9 Without limiting our rights under Clause 9.1, Records may be held by you pursuant +
-to this Clause 8 in any manner (including on microfilm or otherwise), provided that +
-you are able to comply with your obligations to provide such information to us in +
-accordance with Clauses 8 and 9.+
 Electronic files Electronic files
-8.10 + 
-In respect of Contract Work files which you hold electronically,​ you must ensure +8.10 In respect of Contract Work files which you hold electronically,​ you must ensure that such electronic files contain an accurate and complete record of all matters which would have been included had such file been a paper file, including in relation to any paper documents which you save in electronic format for storage, having a process in place (and you must comply with such process) for ensuring that electronic copies are accurate copies of the corresponding paper document. 
-that such electronic files contain an accurate and complete record of all matters +
-which would have been included had such file been a paper file, including in +
-relation to any paper documents which you save in electronic format for storage, +
-having a process in place (and you must comply with such process) for ensuring +
-that electronic copies are accurate copies of the corresponding paper document.+
 Forms you have to complete Forms you have to complete
-8.11 + 
-You must complete, and return to us within such period as we may specify, such +8.11 You must complete, and return to us within such period as we may specify, such Contract Report Forms as we may reasonably specify. We will give you at least 28 days’ notice of the introduction of any new Contract Report Forms (including for the avoidance of doubt, any electronic Contract Report Forms) and of any amendments to any Contract Report Forms. 
-Contract Report Forms as we may reasonably specify. We will give you at least 28 +
-days’ notice of the introduction of any new Contract Report Forms (including for +
-the avoidance of doubt, any electronic Contract Report Forms) and of any +
-amendments to any Contract Report Forms.+
 Lien over Client files Lien over Client files
-8.12 + 
-By virtue of performing Contract Work you do not obtain any lien over any Client +8.12 By virtue of performing Contract Work you do not obtain any lien over any Client files or any other rights in the work or documents relating to them. 
-files or any other rights in the work or documents relating to them.+
 Provider intellectual property rights Provider intellectual property rights
-8.13 + 
-Subject to Clause 8.12 and unless provided otherwise in this Contract, we shall +8.13 Subject to Clause 8.12 and unless provided otherwise in this Contract, we shall not receive any right, title or interest in respect of the intellectual property rights owned by you in respect of any document produced by you for your Clients. 
-not receive any right, title or interest in respect of the intellectual property rights +9. Provision of information and access to your premises Information you must provide and within what period 
-owned by you in respect of any document produced by you for your Clients. +9.1 We may from time to time require you to provide us with Records in connection with the performance of your obligations under this Contract, including during any Audit. You will provide us with the same promptly and in any event within such time period we reasonably specify. If any such Records are held by a third party you must promptly, upon receipt of our request, arrange for such Records to be sent to us. 
-February 2017 +
-369. +
-Provision of information and access to your premises +
-Information you must provide and within what period +
-9.1 +
-We may from time to time require you to provide us with Records in connection +
-with the performance of your obligations under this Contract, including during any +
-Audit. You will provide us with the same promptly and in any event within such +
-time period we reasonably specify. If any such Records are held by a third party +
-you must promptly, upon receipt of our request, arrange for such Records to be +
-sent to us.+
 Audits and Official Investigations Audits and Official Investigations
-9.2 At any time during the Contract Period we may conduct an Audit and you will, if + 
-we request, in order to enable us to conduct an Audit grant to us, our employees, +9.2 At any time during the Contract Period we may conduct an Audit and you will, if we request, in order to enable us to conduct an Audit grant to us, our employees, agents or any statutory or regulatory body on not less than 48 hours’ notice (or immediately upon request where you are subject to any Official Investigation) access to any premises (occupied, owned, leased or controlled by you) during Business Hours from which you are performing your obligations under this Contract. 
-agents or any statutory or regulatory body on not less than 48 hours’ notice (or +
-immediately upon request where you are subject to any Official Investigation) +
-access to any premises (occupied, owned, leased or controlled by you) during +
-Business Hours from which you are performing your obligations under this +
-Contract.+
 9.3 We may also undertake an Audit after the end of the Contract Period where: 9.3 We may also undertake an Audit after the end of the Contract Period where:
-9.4+
 (a) you are performing Remainder Work; (a) you are performing Remainder Work;
-(b) any Claims are outstanding (including where any Assessment has not been + 
-completed) or have not been submitted; or+(b) any Claims are outstanding (including where any Assessment has not been completed) or have not been submitted; or 
 (c) to conduct an Official Investigation. (c) to conduct an Official Investigation.
-Once we have notified you that an Official Investigation is to take place, unless + 
-you have our prior consent you must not remove any Records from your premises. +9.4 Once we have notified you that an Official Investigation is to take place, unless you have our prior consent you must not remove any Records from your premises. If we require access to any Records which are not held at your premises you will promptly, at our direction, either arrange for us to have access to such Records at the location where these are held (including access to premises of sub-contractors) or for such Records to be sent to your premises to which we have access. For the purposes of this Clause 9.4, you must ensure that any agreement you have with any sub-contractors you appoint pursuant to Clause 3 includes a directly enforceable right for us to enter their premises to access any Records held at such premises. 
-If we require access to any Records which are not held at your premises you will +
-promptly, at our direction, either arrange for us to have access to such Records at +
-the location where these are held (including access to premises of sub-contractors) +
-or for such Records to be sent to your premises to which we have access. For the +
-purposes of this Clause 9.4, you must ensure that any agreement you have with +
-any sub-contractors you appoint pursuant to Clause 3 includes a directly +
-enforceable right for us to enter their premises to access any Records held at such +
-premises.+
 Quality Standard Audits Quality Standard Audits
-9.5 + 
-At our request you must submit to us, by such date as we may reasonably specify, +9.5 At our request you must submit to us, by such date as we may reasonably specify, information regarding your Quality Standard. This may include information in respect of the expiry date of your Quality Standard, or the dates of planned or completed audits where your Quality Standard is audited by a third party. You must write to us with the outcome of the third party’s audit and provide us with a copy of their report within seven days of your receipt of it. You must ensure that the third party is aware of this provision and consents to it. 
-information regarding your Quality Standard. This may include information in +
-respect of the expiry date of your Quality Standard, or the dates of planned or +
-completed audits where your Quality Standard is audited by a third party. You +
-must write to us with the outcome of the third party’s audit and provide us with a +
-copy of their report within seven days of your receipt of it. You must ensure that +
-the third party is aware of this provision and consents to it.+
 Co-operation,​ assistance and facilities you must provide during an Audit Co-operation,​ assistance and facilities you must provide during an Audit
-9.6 + 
-You must co-operate with us, our employees, agents or any statutory or regulatory +9.6 You must co-operate with us, our employees, agents or any statutory or regulatory body during any Audit (including when you are subject to an Official Investigation) carried out by us. You must provide all such explanations and answer truthfully, fully and promptly all questions which are put to you by any person carrying ​ out 
-body during any Audit (including when you are subject to an Official Investigation) +the Audit and which relate to this Contract. You must, as soon as we require it, provide us with such assistance and facilities as we may reasonably require including the following: 
-carried out by us. You must provide all such explanations and answer truthfully, + 
-fully and promptly all questions which are put to you by any person carrying out +(a) such facilities as any person carrying out the Audit may request to facilitate the Audit to take place including private interviewing facilities; 
-February 2017 + 
-37the Audit and which relate to this Contract. You must, as soon as we require it, +(b) making available your personnel and sub-contractors appointed by you in accordance with Clause 3 and their personnel and your representatives for meetings with any person carrying out the Audit as requested; 
-provide us with such assistance and facilities as we may reasonably require + 
-including the following:​ +(c) making available any Records in connection with the performance of your obligations under this Contract as any person carrying out the Audit may request including providing assistance in accessing such Records in the format we require (including electronic and paper format); 
-(a) such facilities as any person carrying out the Audit may request to facilitate + 
-the Audit to take place including private interviewing facilities;​ +(d) produce Records which are held on computer or on microfilm or otherwise (and in each case wherever located) convert them into a readily legible document or any other record which any person carrying out the Audit may request; 
-(b) making available your personnel and sub-contractors appointed by you in + 
-accordance with Clause 3 and their personnel and your representatives for +(e) provide to us in a readily legible form copies of Records requested by us (and/or permit any person carrying out the Audit to copy Records using any reasonable means required by such person, at your expense) and we shall be entitled to remove such copies and hold them elsewhere; and 
-meetings with any person carrying out the Audit as requested;​ + 
-(c) making available any Records in connection with the performance of your +(f) in the case of an Official Investigation only, provide access to any Records held on your computer systems (and/or the computer systems of any sub- contractors on which such Records are held or are reasonably believed by us or our agents or a statutory or regulatory body to be held) (including images of the hard drive). 
-obligations under this Contract as any person carrying out the Audit may + 
-request including providing assistance in accessing such Records in the +Unless we agree otherwise, your Contract Liaison Manager must be available to us during any Audit. 
-format we require (including electronic and paper format); + 
-(d) produce Records which are held on computer or on microfilm or otherwise +9.7 Any breach by you of any of Clauses 9.1 to 9.6 will be deemed to be a Fundamental Breach. 
-(and in each case wherever located) convert them into a readily legible +
-document or any other record which any person carrying out the Audit may +
-request; +
-(e) provide to us in a readily legible form copies of Records requested by us +
-(and/or permit any person carrying out the Audit to copy Records using any +
-reasonable means required by such person, at your expense) and we shall +
-be entitled to remove such copies and hold them elsewhere; and +
-(f) in the case of an Official Investigation only, provide access to any Records +
-held on your computer systems (and/or the computer systems of any sub- +
-contractors on which such Records are held or are reasonably believed by us +
-or our agents or a statutory or regulatory body to be held) (including images +
-of the hard drive). +
-Unless we agree otherwise, your Contract Liaison Manager must be available to +
-us during any Audit. +
-9.7 +
-Any breach by you of any of Clauses 9.1 to 9.6 will be deemed to be a Fundamental +
-Breach.+
 Costs of Audit Costs of Audit
-9.8 + 
-If Clause 14.21 applies you shall reimburse us with the Reasonable Costs we incur +9.8 If Clause 14.21 applies you shall reimburse us with the Reasonable Costs we incur in conducting the relevant further Audit. 
-in conducting the relevant further Audit. + 
-Keeping Records about Contract Work separately from information about other +Keeping Records about Contract Work separately from information about other work 
-work + 
-9.9 +9.9 You must be able to provide Records about Contract Work and your performance under and compliance with this Contract (including Records in respect of time recording and invoicing) separately from other information about any other services you perform. If you have information about other services, you must ensure that this does not prevent you from complying with this Contract, including on the ground of privilege. 
-You must be able to provide Records about Contract Work and your performance +
-under and compliance with this Contract (including Records in respect of time +
-recording and invoicing) separately from other information about any other +
-services you perform. If you have information about other services, you must +
-ensure that this does not prevent you from complying with this Contract, including +
-on the ground of privilege.+
 Failure to provide required access or Records Failure to provide required access or Records
-9.10 + 
-If you fail to co-operate, provide access or Records as required by Clauses 7, 8 or +9.10 If you fail to co-operate, provide access or Records as required by Clauses 7, 8 or 9 we have reasonable grounds to believe that there is a risk to Clients and/or 
-9 we have reasonable grounds to believe that there is a risk to Clients and/or +public ​funds. We may, therefore, without limiting our rights to apply any Sanction in accordance with Clause 24.1, suspend your authority to start new Matters and cases and your entitlement to receive payment from us. 
-February 2017 +
-38public ​funds. We may, therefore, without limiting our rights to apply any Sanction +
-in accordance with Clause 24.1, suspend your authority to start new Matters and +
-cases and your entitlement to receive payment from us.+
 Mystery shopping Mystery shopping
-9.11 At our cost, as part of our Assessment of your performance and compliance, our + 
-representatives may telephone, visit or otherwise contact you as if they were a +9.11 At our cost, as part of our Assessment of your performance and compliance, our representatives may telephone, visit or otherwise contact you as if they were a Client and report the outcome to us. You must ensure that your personnel know that we may do this. If we do assess you in this way we will, except so far as it may conflict with any provision of this Contract, follow the Market Research Society Code of Conduct. 
-Client and report the outcome to us. You must ensure that your personnel know + 
-that we may do this. If we do assess you in this way we will, except so far as it +9.12 When we have evaluated it, we will provide you with the information we obtain from any Assessment under Clause 9.11. 
-may conflict with any provision of this Contract, follow the Market Research Society +
-Code of Conduct. +
-9.12 When we have evaluated it, we will provide you with the information we obtain +
-from any Assessment under Clause 9.11.+
 Client satisfaction surveys Client satisfaction surveys
-9.13 You must permit us to carry out surveys of Clients and must provide us with such + 
-information as we may require for such purpose. +9.13 You must permit us to carry out surveys of Clients and must provide us with such information as we may require for such purpose. 
-9.14 If you request it, we will provide you with the information we obtain in any of the + 
-surveys of Clients (and Former Clients) for whom you have performed Contract +9.14 If you request it, we will provide you with the information we obtain in any of the surveys of Clients (and Former Clients) for whom you have performed Contract Work. 
-Work.+
 Obtaining a Report Obtaining a Report
-9.15 + 
-9.16 +9.15 You authorise us to obtain a Report if at any time we have good reason to suspect serious professional misconduct, breaches of Legal Aid Legislation with which you are required to comply (if any) or dishonesty by: 
-You authorise us to obtain a Report if at any time we have good reason to suspect +
-serious professional misconduct, breaches of Legal Aid Legislation with which you +
-are required to comply (if any) or dishonesty by:+
 (a) you (whether or not you are under Official Investigation);​ or (a) you (whether or not you are under Official Investigation);​ or
-(b) any of your personnel who have been, or may be, involved in Contract Work; + 
-or+(b) any of your personnel who have been, or may be, involved in Contract Work; or 
 (c) any of your partners, directors; shareholders or Members of LLPs; or (c) any of your partners, directors; shareholders or Members of LLPs; or
 +
 (d) any of your Controllers;​ or (d) any of your Controllers;​ or
 +
 (e) any third parties appointed by you in accordance with Clause 3. (e) any third parties appointed by you in accordance with Clause 3.
-You must use all reasonable endeavours to ensure that individuals referred to in + 
-Clauses 9.15 that may be required to give consent to enable such Reports to be +9.16 You must use all reasonable endeavours to ensure that individuals referred to in Clauses 9.15 that may be required to give consent to enable such Reports to be given to us, do so. 
-given to us, do so. +10. Standard of Contract Work Standard of Contract Work 
-February 2017 +10.1 You must at all times perform Contract Work in a timely manner and with all reasonable skill, care and diligence. 
-3910. +
-Standard of Contract Work +
-Standard of Contract Work +
-10.1 You must at all times perform Contract Work in a timely manner and with all +
-reasonable skill, care and diligence.+
 10.2 You must at all times hold the Quality Standard. 10.2 You must at all times hold the Quality Standard.
 +
 Your personnel Your personnel
-10.3 You must have in place processes to ensure that your personnel that perform + 
-Contract Work are allocated work according to the role they are required to fulfil +10.3 You must have in place processes to ensure that your personnel that perform Contract Work are allocated work according to the role they are required to fulfil and on the basis of their skills, competence and capacity and any requirements set out in the Specification. 
-and on the basis of their skills, competence and capacity and any requirements + 
-set out in the Specification. +10.4 You must not permit or require any person to provide Contract Work or work in connection with Contract Work who: 
-10.4 You must not permit or require any person to provide Contract Work or work in + 
-connection with Contract Work who: +(a) refuses to consent to our obtaining status reports on them, including from any Relevant Professional Body; 
-10.5 + 
-(a) refuses to consent to our obtaining status reports on them, including from +(b) we notify you that we reasonably believe is unsuitable to perform such work and our reasons for this; or 
-any Relevant Professional Body; + 
-(b) we notify you that we reasonably believe is unsuitable to perform such work +(c) is excluded from performing such work by an order or direction of a court, tribunal, professional body or regulator with power to do so. 
-and our reasons for this; or + 
-(c) is excluded from performing such work by an order or direction of a court, +10.5 If we wish to obtain information about you or any of your personnel from any Relevant Professional Body and we require your consent, or the consent of any of your personnel, to do so, you must provide your consent and must use all reasonable endeavours to ensure that those of your personnel, whose consent is required, shall do so. 
-tribunal, professional body or regulator with power to do so. +
-If we wish to obtain information about you or any of your personnel from any +
-Relevant Professional Body and we require your consent, or the consent of any of +
-your personnel, to do so, you must provide your consent and must use all +
-reasonable endeavours to ensure that those of your personnel, whose consent is +
-required, shall do so.+
 Independent Peer Review Process Independent Peer Review Process
-10.6 You agree to the standard of your Contract Work being assessed by the + 
-Independent Peer Review Process and promptly to provide such information,​ +10.6 You agree to the standard of your Contract Work being assessed by the Independent Peer Review Process and promptly to provide such information,​ Matter files and case files as may be required for that purpose. Both you and we agree to accept the validity of the Independent Peer Review Process and to be bound by the outcome of the Independent Peer Review Process. The Independent Peer Review Process and an explanation of the ratings (1-5) are available on our website and from your Contract Manager. 
-Matter files and case files as may be required for that purpose. Both you and we + 
-agree to accept the validity of the Independent Peer Review Process and to be +10.7 Your Contract Work must receive a rating of either 1, 2 or 3 as determined by the Independent Peer Review Process. If you receive a rating of either 1, 2 or 3, we will not require you to reimburse us for the standard costs that are charged to us by those we instruct to carry out Peer Reviews. 
-bound by the outcome of the Independent Peer Review Process. The Independent + 
-Peer Review Process and an explanation of the ratings (1-5) are available on our +10.8 If your Contract Work receives a rating of either 4 or 5 as determined by the Independent Peer Review Process at the initial Peer Review, you may make representations in accordance with such process. If your original rating is upheld this is a material breach of Contract and, without limiting our rights to apply any Sanction in accordance with Clause 24.1, you will reimburse us for the standard costs that are charged to us by those we instruct to carry out that initial Peer Review. 
-website and from your Contract Manager. +10.9 If your Contract Work receives a rating of either 4 or 5 as determined by the Independent Peer Review Process at the second Peer Review, you may make representations in accordance with such process. If the rating remains below 3, this confirms the outcome of the Independent Peer Review Process and is a Fundamental Breach. In these circumstances,​ and without limiting our rights to apply any Sanction in accordance with Clause 24.1, you will reimburse us for the standard costs that are charged to us by those we instruct to carry out that second Peer Review. 
-10.7 Your Contract Work must receive a rating of either 1, 2 or 3 as determined by the +11KPIs 
-Independent Peer Review Process. If you receive a rating of either 1, 2 or 3, we +
-will not require you to reimburse us for the standard costs that are charged to us +
-by those we instruct to carry out Peer Reviews. +
-10.8 If your Contract Work receives a rating of either 4 or 5 as determined by the +
-Independent Peer Review Process at the initial Peer Review, you may make +
-representations in accordance with such process. If your original rating is upheld +
-this is a material breach of Contract and, without limiting our rights to apply any +
-Sanction in accordance with Clause 24.1, you will reimburse us for the standard +
-costs that are charged to us by those we instruct to carry out that initial Peer +
-Review. +
-February 2017 +
-4010.9 +
-If your Contract Work receives a rating of either 4 or 5 as determined by the +
-Independent Peer Review Process at the second Peer Review, you may make +
-representations in accordance with such process. If the rating remains below 3, +
-this confirms the outcome of the Independent Peer Review Process and is a +
-Fundamental Breach. In these circumstances,​ and without limiting our rights to +
-apply any Sanction in accordance with Clause 24.1, you will reimburse us for the +
-standard costs that are charged to us by those we instruct to carry out that second +
-Peer Review. +
-February 2017 +
-4111+
-KPIs+
 Compliance with the KPIs Compliance with the KPIs
 +
 11.1 You must meet each of the KPIs in accordance with the Specification. 11.1 You must meet each of the KPIs in accordance with the Specification.
-11.2 The primary purpose of the KPIs is to assist in monitoring your performance under + 
-this Contract and identifying areas of concern.+11.2 The primary purpose of the KPIs is to assist in monitoring your performance under this Contract and identifying areas of concern. 
 11.3 If you fail to meet a KPI we will: 11.3 If you fail to meet a KPI we will:
-(a) offer you the opportunity to discuss with us the reasons for your failure to + 
-meet such KPI; +(a) offer you the opportunity to discuss with us the reasons for your failure to meet such KPI; 
-(b) consider whether it is appropriate for us to agree an action plan to remedy + 
-such failure and/or ensure that such failure is not repeated. If we agree +(b) consider whether it is appropriate for us to agree an action plan to remedy such failure and/or ensure that such failure is not repeated. If we agree such an action plan you will thereafter comply with it; and 
-such an action plan you will thereafter comply with it; and + 
-(c) other than in accordance with Clause 24.4 take into account the severity of +(c) other than in accordance with Clause 24.4 take into account the severity of the failure to meet the KPI, the number of previous failures to meet the KPI in question, any term of the Specification in relation to the relevant KPI and/or how many other KPIs you have previously failed to meet. 
-the failure to meet the KPI, the number of previous failures to meet the KPI + 
-in question, any term of the Specification in relation to the relevant KPI +11.4 We may use your performance against the KPIs as measures that may cause us to raise enquiries with you, conduct an Audit or further monitoring of your performance. 
-and/or how many other KPIs you have previously failed to meet. + 
-11.4 We may use your performance against the KPIs as measures that may cause us +11.5 We may use your performance against the KPIs as entry or selection criteria for future contracts. 
-to raise enquiries with you, conduct an Audit or further monitoring of your +12. Contract Documents and precedence Contract Documents and precedence 
-performance. +12.1 The Contract Documents, being the documents which form part of this Contract, are listed below. We will provide you with signed copies (which may be an electronic copy) of the Contract for Signature and your Schedules. You hereby acknowledge and agree that you have read and understood the Standard Terms and Specification (each of which are available on our website). Unless one provision is stated expressly to override, or to be subject to, another then, in the event of any conflict between any of the provisions of the Contract Documents, the conflict will be resolved according to the following order of priority: 
-11.5 We may use your performance against the KPIs as entry or selection criteria for +
-future contracts. +
-February 2017 +
-4212. +
-Contract Documents and precedence +
-Contract Documents and precedence +
-12.1 +
-The Contract Documents, being the documents which form part of this Contract, +
-are listed below. We will provide you with signed copies (which may be an +
-electronic copy) of the Contract for Signature and your Schedules. You hereby +
-acknowledge and agree that you have read and understood the Standard Terms +
-and Specification (each of which are available on our website). Unless one +
-provision is stated expressly to override, or to be subject to, another then, in the +
-event of any conflict between any of the provisions of the Contract Documents, +
-the conflict will be resolved according to the following order of priority:+
 (a) the Contract for Signature (including the annex); (a) the Contract for Signature (including the annex);
 +
 (b) the Standard Terms; (b) the Standard Terms;
 +
 (c) the Schedule(s);​ and (c) the Schedule(s);​ and
 +
 (d) the Specification. (d) the Specification.
 +
 Contract for Signature Contract for Signature
-12.2 + 
-Your Contract for Signature will set out the Schedule(s) which are applicable to +12.2 Your Contract for Signature will set out the Schedule(s) which are applicable to you. 
-you.+
 Schedule content Schedule content
-12.3 + 
-A Schedule sets out the Contract Work that you are authorised to perform, any +12.3 A Schedule sets out the Contract Work that you are authorised to perform, any bespoke contract terms that apply to your provision of Contract Work and the Office(s) from which you perform Contract Work. 
-bespoke contract terms that apply to your provision of Contract Work and the +
-Office(s) from which you perform Contract Work.+
 Specification content Specification content
-12.4 + 
-The Specification contains rules governing the day to day performance of Contract +12.4 The Specification contains rules governing the day to day performance of Contract Work including, but not limited to: 
-Work including, but not limited to:+
 (a) the Contract Work that you are authorised to perform; (a) the Contract Work that you are authorised to perform;
-(b) provisions relating to remuneration for Contract Work, Assessment, including + 
-information on how Assessments are carried out; +(b) provisions relating to remuneration for Contract Work, Assessment, including information on how Assessments are carried out; 
-(c) details relating to the day to day performance of Contract Work such as how + 
-you must (and must not) perform it and how you must report it (and the +(c) details relating to the day to day performance of Contract Work such as how you must (and must not) perform it and how you must report it (and the cost of it) to us; 
-cost of it) to us; + 
-(d) information on how the value of Contract Work may be calculated, on how +(d) information on how the value of Contract Work may be calculated, on how payment reviews will be carried out and how we reconcile accounts; 
-payment reviews will be carried out and how we reconcile accounts; + 
-(e) information on how we manage and how you must manage your account (as +(e) information on how we manage and how you must manage your account (as described in Clause 14.1) with us; 
-described in Clause 14.1) with us;+
 (f) information you must provide or send to us; (f) information you must provide or send to us;
 +
 (g) details of operational requirements;​ and (g) details of operational requirements;​ and
-February 2017 +(h) information on other issues relating to the meaning and operation of (and compliance with) this Contract. 
-43(h) +13. Amendments to the Contract Documents 
-February 2017 + 
-information on other issues relating to the meaning and operation of (and +13.1 Nothing in this Clause 13 gives us the right to amend the Contract to the extent that the Public Contracts Regulations 2015 require a new procurement procedure to be instigated. If we wish to make any such amendments to the Contract we will not amend this Contract but may instead terminate it in whole or part under Clause 25. The remaining provisions of this Clause 13 shall be limited by this Clause 13.1. 
-compliance with) this Contract. +
-4413. Amendments to the Contract Documents +
-13.1 Nothing in this Clause 13 gives us the right to amend the Contract to the extent +
-that the Public Contracts Regulations 2015 require a new procurement procedure +
-to be instigated. If we wish to make any such amendments to the Contract we +
-will not amend this Contract but may instead terminate it in whole or part under +
-Clause 25. The remaining provisions of this Clause 13 shall be limited by this +
-Clause 13.1.+
 Amending the Contract to reflect the Lord Chancellor’s legislative changes Amending the Contract to reflect the Lord Chancellor’s legislative changes
-13.2 We may amend the Contract to reflect the Lord Chancellor’s legislative changes as + 
-set out at Clause 13.3.+13.2 We may amend the Contract to reflect the Lord Chancellor’s legislative changes as set out at Clause 13.3. 
 13.3 The Lord Chancellor’s legislative changes include: 13.3 The Lord Chancellor’s legislative changes include:
-(a) + 
-(b) +(a) any changes the Lord Chancellor may make to Legal Aid Legislation pursuant to: 
-any changes the Lord Chancellor may make to Legal Aid Legislation + 
-pursuant to: +(i) section 2(3) of the Act (regulations making provision about the payment of remuneration by the Lord Chancellor to persons who provide services under arrangements made by the purposes of Part 1 of the Act); 
-(i) section 2(3) of the Act (regulations making provision about the +
-payment of remuneration by the Lord Chancellor to persons who +
-provide services under arrangements made by the purposes of Part 1 +
-of the Act);+
 (ii) section 9 of the Act (orders modifying Schedule 1 to the Act); (ii) section 9 of the Act (orders modifying Schedule 1 to the Act);
 +
 (iii) section 11 of the Act (criteria for qualifying for civil legal services); (iii) section 11 of the Act (criteria for qualifying for civil legal services);
 +
 (iv) section 12 of the Act (determinations);​ (iv) section 12 of the Act (determinations);​
-(v) any power to make secondary legislation under Part 1 and 4 of the Act; + 
-and +(v) any power to make secondary legislation under Part 1 and 4 of the Act; and 
-any changes the Lord Chancellor may make to other legislation,​ including by + 
-way of Statutory Instrument as defined in the Statutory Instruments Act +(b) any changes the Lord Chancellor may make to other legislation,​ including by way of Statutory Instrument as defined in the Statutory Instruments Act 1946, which we reasonably believe requires a change to how Contract Work is undertaken and paid for. 
-1946, which we reasonably believe requires a change to how Contract +
-Work is undertaken and paid for.+
 Amending the Contract to take account of other legislative changes Amending the Contract to take account of other legislative changes
-13.4 + 
-We may also make such amendments to the Contract as we consider necessary in +13.4 We may also make such amendments to the Contract as we consider necessary in the circumstances:​ 
-the circumstances:​ + 
-(a) to comply with, or take account of, any U.K. legislation or any EU legislation +(a) to comply with, or take account of, any U.K. legislation or any EU legislation having direct effect; 
-having direct effect; + 
-(b) as a result of any decision of a U.K. court or tribunal, or a decision of the +(b) as a result of any decision of a U.K. court or tribunal, or a decision of the European Court of Human Rights or of the European Court of Justice or any other institution of the European Union; or 
-European Court of Human Rights or of the European Court of Justice or any + 
-other institution of the European Union; or +(c) to comply with the requirements of any regulatory body or tax or similar authority. 
-(c) to comply with the requirements of any regulatory body or tax or similar +Amending ​the Contract to take account of changes in the justice system 
-authority. + 
-February 2017 +13.5 We may make such amendments to the Contract as we consider necessary in the circumstances to comply with, or take account of any changes that may be made to any element of the justice system, including changes to the justice system made by the Lord Chancellor whether in legislation or not. Changes to the justice system may without limitation include changes to: 
-45Amending ​the Contract to take account of changes in the justice system +
-13.5 +
-We may make such amendments to the Contract as we consider necessary in the +
-circumstances to comply with, or take account of any changes that may be made +
-to any element of the justice system, including changes to the justice system made +
-by the Lord Chancellor whether in legislation or not. Changes to the justice system +
-may without limitation include changes to:+
 (a) the immigration system; (a) the immigration system;
 +
 (b) court, tribunal police and prosecution procedures; (b) court, tribunal police and prosecution procedures;
 +
 (c) locations at which Clients are detained or hearings are held; (c) locations at which Clients are detained or hearings are held;
 +
 (d) locations of courts and/or police stations; (d) locations of courts and/or police stations;
-(e) any other part of the justice system which we reasonably believe requires a + 
-change to how Contract Work is undertaken and paid for; or+(e) any other part of the justice system which we reasonably believe requires a change to how Contract Work is undertaken and paid for; or 
 (f) procedural or administrative aspects of the justice system. (f) procedural or administrative aspects of the justice system.
 +
 Amendments to the Contract Documents under Clauses 13.2, 13.4 and 13.5 Amendments to the Contract Documents under Clauses 13.2, 13.4 and 13.5
-13.6 + 
-Amendments under Clauses 13.2, 13.4 and 13.5 may include:+13.6 Amendments under Clauses 13.2, 13.4 and 13.5 may include: 
 (a) amendments to any of the terms of a Schedule; (a) amendments to any of the terms of a Schedule;
 +
 (b) changes to payment provisions; (b) changes to payment provisions;
 +
 (c) imposing controls not previously imposed; (c) imposing controls not previously imposed;
 +
 (d) changes to any description of Contract Work; and (d) changes to any description of Contract Work; and
 +
 (e) amendments to the Specification. (e) amendments to the Specification.
 +
 Other amendments Other amendments
-13.7 + 
-Without limiting Clauses 13.2, 13.3, 13.4, 13.5 and 13.6 we may amend the +13.7 Without limiting Clauses 13.2, 13.3, 13.4, 13.5 and 13.6 we may amend the Contract with the Consultative Bodies’ agreement (such agreement not to be unreasonably withheld or delayed). We may make such amendments without the agreement of the Consultative Bodies if any Consultative Body unreasonably withholds or delays their agreement. 
-Contract with the Consultative Bodies’ agreement (such agreement not to be +
-unreasonably withheld or delayed). We may make such amendments without the +
-agreement of the Consultative Bodies if any Consultative Body unreasonably +
-withholds or delays their agreement.+
 Consultation Consultation
-13.8 We may not amend the Contract pursuant to Clause 13.2, 13.4, 13.5 and 13.7 + 
-without prior consultation in accordance with Clauses 13.9 and 13.10. +13.8 We may not amend the Contract pursuant to Clause 13.2, 13.4, 13.5 and 13.7 without prior consultation in accordance with Clauses 13.9 and 13.10. 
-13.9 If a proposed amendment affects only one Provider, we will consult with that + 
-Provider. Otherwise, we will consult with the Consultative Bodies. +13.9 If a proposed amendment affects only one Provider, we will consult with that Provider. ​ Otherwise, we will consult with the Consultative Bodies. 
-13.10 If we reasonably consider that there is an urgent need to make the amendment, + 
-consultation with the Provider or the Consultative Bodies (as applicable) will last +13.10 If we reasonably consider that there is an urgent need to make the amendment, consultation with the Provider or the Consultative Bodies (as applicable) will last three weeks. ​ Otherwise such consultation will last six weeks. 
-three weeks. Otherwise such consultation will last six weeks. +Complying ​with amendments 
-February 2017 + 
-46Complying ​with amendments +13.11 Except as set out in Clause 13.12, you must comply with any amendment made pursuant to this Clause 13 from such date as we may specify. Such date will be not less than four weeks after notice of the amendment is given if we reasonably consider that there is an urgent need for compliance with it and will be not less than six weeks after the notice of amendment is given in any other case. We may give a notice of amendment at any time after the end of the applicable consultation period referred to in Clause 13.10. 
-13.11 Except as set out in Clause 13.12, you must comply with any amendment made + 
-pursuant to this Clause 13 from such date as we may specify. Such date will be +13.12 Amendments made under Clause 13.7 above come into effect from such date (which may be from the Contract Start Date) as: 
-not less than four weeks after notice of the amendment is given if we reasonably + 
-consider that there is an urgent need for compliance with it and will be not less +(a) may be agreed with the Consultative Bodies (such agreement not to be unreasonably withheld or delayed); or 
-than six weeks after the notice of amendment is given in any other case. We may + 
-give a notice of amendment at any time after the end of the applicable consultation +(b) we may reasonably specify where agreement of any Consultative Body pursuant to Clause 13.7 or 13.12(a) is unreasonably withheld or delayed. 
-period referred to in Clause 13.10. +
-13.12 Amendments made under Clause 13.7 above come into effect from such date +
-(which may be from the Contract Start Date) as: +
-(a) may be agreed with the Consultative Bodies (such agreement not to be +
-unreasonably withheld or delayed); or +
-(b) we may reasonably specify where agreement of any Consultative Body +
-pursuant to Clause 13.7 or 13.12(a) is unreasonably withheld or delayed.+
 Amendments proposed by you Amendments proposed by you
-13.13 You may request us to make any of the amendments to the Contract set out at + 
-Clause 13.14. Subject to Clause 13.15, we will not unreasonably withhold or delay +13.13 You may request us to make any of the amendments to the Contract set out at Clause 13.14. Subject to Clause 13.15, we will not unreasonably withhold or delay our consent to such amendments, but any consent shall be subject to you complying with any applicable notice requirements set out in the Contract. 
-our consent to such amendments, but any consent shall be subject to you +
-complying with any applicable notice requirements set out in the Contract.+
 13.14 The amendments you may request pursuant to Clause 13.13 are: 13.14 The amendments you may request pursuant to Clause 13.13 are:
-13.15 + 
-(a) the closure or relocation of any Office from which you deliver Contract Work +(a) the closure or relocation of any Office from which you deliver Contract Work or any change in the Office from which you propose to deliver Contract Work; 
-or any change in the Office from which you propose to deliver Contract Work; + 
-(b) the temporary or permanent reduction or cessation of any Contract Work; +(b) the temporary or permanent reduction or cessation of any Contract Work; or 
-or+
 (c) a change to your Quality Standard; or (c) a change to your Quality Standard; or
-(d) the temporary or permanent reduction or cessation of the provision of Duty + 
-Solicitor services. +(d) the temporary or permanent reduction or cessation of the provision of Duty Solicitor services. 
-Without limitation, it shall be reasonable for us to withhold our consent to an + 
-amendment requested by you pursuant to Clause 13.13 where we reasonably +13.15 Without limitation, it shall be reasonable for us to withhold our consent to an amendment requested by you pursuant to Clause 13.13 where we reasonably believe that: 
-believe that: + 
-(a) +(a) had you submitted your application to be awarded this Contract or the right to undertake the relevant Contract Work on the basis of the proposed amendment: 
-(b) + 
-February 2017 +(i) your application would not have complied with the requirements of the procurement process in response to which such application was submitted; or 
-had you submitted your application to be awarded this Contract or the right + 
-to undertake the relevant Contract Work on the basis of the proposed +(ii) it would have adversely affected our decision to award you this Contract or the relevant Contract Work; or 
-amendment:​ + 
-(i) your application would not have complied with the requirements of the +(b) such amendment would adversely affect the services and/or quality of services available to Clients or potential Clients; or 
-procurement process in response to which such application was +(c) such amendment would constitute a new award of a contract for the purposes of the Public Contracts Regulations 2015. 
-submitted; or +
-(ii) it would have adversely affected our decision to award you this +
-Contract or the relevant Contract Work; or +
-such amendment would adversely affect the services and/or quality of +
-services available to Clients or potential Clients; or +
-47(c) +
-such amendment would constitute a new award of a contract for the +
-purposes of the Public Contracts Regulations 2015.+
 Application of Clause 13 to other provisions of the Contract Application of Clause 13 to other provisions of the Contract
-13.16 + 
-For the avoidance of doubt, the parties agree that any exercise by us or you of a +13.16 For the avoidance of doubt, the parties agree that any exercise by us or you of a contractual right or obligation set out in the Contract which may result in any change to the parties’ rights and obligations under the Contract or any document referred to in the Contract are not changes for the purposes of Clause 13 (and this Clause 13 does not apply to them) including, but not limited to: 
-contractual right or obligation set out in the Contract which may result in any + 
-change to the parties’ rights and obligations under the Contract or any document +(a) awarding or removing Delegated Functions and issuing a new Schedule to confirm this; 
-referred to in the Contract are not changes for the purposes of Clause 13 (and this + 
-Clause 13 does not apply to them) including, but not limited to: +(b) applying a Sanction which affects the amount or type of Contract Work you may undertake; 
-(a) awarding or removing Delegated Functions and issuing a new Schedule to + 
-confirm this; +(c) requiring Agents, Approved Third Parties and/or Counsel appointed by you to possess specified experience, qualification or panel membership under Clause 3.5 or specifying maximum payments in respect of work carried out by Approved Third Parties and Counsel under Clause 3.6; 
-(b) applying a Sanction which affects the amount or type of Contract Work you +
-may undertake;​ +
-(c) requiring Agents, Approved Third Parties and/or Counsel appointed by you +
-to possess specified experience, qualification or panel membership under +
-Clause 3.5 or specifying maximum payments in respect of work carried out +
-by Approved Third Parties and Counsel under Clause 3.6;+
 (d) in relation to Associated Civil Work, imposing a Maximum POA Limit; or (d) in relation to Associated Civil Work, imposing a Maximum POA Limit; or
-(e) awarding or removing Rota or panel membership or Duty Slots (as specified + 
-in the Specification),​ +(e) awarding or removing Rota or panel membership or Duty Slots (as specified in the Specification),​ 
-unless and to the extent that the relevant provision of this Contract setting out + 
-such right or obligation expressly applies this Clause 13. +unless and to the extent that the relevant provision of this Contract setting out such right or obligation expressly applies this Clause 13. 
-February 2017 +14. Your account with us, Claims, payments and Assessments Your account with us 
-4814. +14.1 We will maintain an account (“your account”) of payments we make to you and payments we receive from you (except payments to be credited to Clients’ accounts with us) in respect of this Contract and all other contracts you have with us. 
-Your account with us, Claims, payments and Assessments +
-Your account with us +
-14.1 +
-We will maintain an account (“your account”) of payments we make to you and +
-payments we receive from you (except payments to be credited to Clients’ +
-accounts with us) in respect of this Contract and all other contracts you have with +
-us.+
 Submitting Claims Submitting Claims
-14.2 To be eligible for payment for Contract Work, you must submit a Claim for payment + 
-on the relevant Matter or case in accordance with the provisions of this Contract. +14.2 To be eligible for payment for Contract Work, you must submit a Claim for payment on the relevant Matter or case in accordance with the provisions of this Contract. 
-14.3 Without limiting your obligations in the Specification in respect of Claims your + 
-Claims must be true, accurate and reasonable. Any breach of this Clause 14.3 +14.3 Without limiting your obligations in the Specification in respect of Claims your Claims must be true, accurate and reasonable. Any breach of this Clause 14.3 shall be a material breach. 
-shall be a material breach. + 
-14.4 In making a Claim, you must have regard to the content of the relevant Costs +14.4 In making a Claim, you must have regard to the content of the relevant Costs Assessment Manual. 
-Assessment Manual. + 
-14.5 You must submit each Claim to us within the time period specified in the +14.5 You must submit each Claim to us within the time period specified in the Specification. Otherwise, it can be difficult for us to forecast expenditure. Persistent failure to submit Claims within the time periods specified may lead to the issue of Sanctions (including termination) under Clause 24 and/or termination under Clause 25. 
-Specification. Otherwise, it can be difficult for us to forecast expenditure. +
-Persistent failure to submit Claims within the time periods specified may lead to +
-the issue of Sanctions (including termination) under Clause 24 and/or termination +
-under Clause 25.+
 Assessments Assessments
-14.6 We are entitled to Assess all your Claims, except where this Contract or legislation + 
-provides that Assessment is to be by another body. +14.6 We are entitled to Assess all your Claims, except where this Contract or legislation provides that Assessment is to be by another body. 
-14.7 We may not amend the Costs Assessment Manual without prior consultation with + 
-the Consultative Bodies. Consultation will last no longer than 14 days. We will +14.7 We may not amend the Costs Assessment Manual without prior consultation with the Consultative Bodies. Consultation will last no longer than 14 days. We will give at least 28 days’ notice of any changes made under this Clause 14.7. 
-give at least 28 days’ notice of any changes made under this Clause 14.7.+
 Payments Payments
-14.8 Subject to Clause 14.14 and the Specification,​ we will pay you either electronically + 
-or online (this includes BACS, Faster Payments, CHAPS and other relevant +14.8 Subject to Clause 14.14 and the Specification,​ we will pay you either electronically or online (this includes BACS, Faster Payments, CHAPS and other relevant payment services) for the performance of Contract Work in accordance with this Contract. Subject to our right to Assess Claims, when we have paid a Claim that you submitted as a final Claim for a Matter or case, our payment is in full and final settlement of all monies due from us in respect of that Matter or case. All payments will be made as a Standard Monthly Payment unless you have notified us that you require variable payments in which case, payments will be made as a Variable Monthly Payment. 
-payment services) for the performance of Contract Work in accordance with this + 
-Contract. Subject to our right to Assess Claims, when we have paid a Claim that +14.9 All payments and any other sums falling due under this Contract are exclusive of VAT (unless expressly stated otherwise). If VAT is properly chargeable on any Claim, we will pay VAT on that Claim in addition (unless the relevant amount has been expressly stated to include VAT). If you omit to claim a sum to cover VAT and seek to claim it from us later, we are not obliged to pay it, but will do so where an occasional clerical error has caused the VAT sum to be omitted from a Claim, subject to you notifying us of such omission within two years of the date when such VAT should have been charged. If you fail to notify us within such period then the relevant amount shall be deemed to have been inclusive of VAT. 
-you submitted as a final Claim for a Matter or case, our payment is in full and final +14.10 If we request it, you must promptly provide us with the details we specify about any VAT arising under this Contract. 
-settlement of all monies due from us in respect of that Matter or case. All payments +
-will be made as a Standard Monthly Payment unless you have notified us that you +
-require variable payments in which case, payments will be made as a Variable +
-Monthly Payment. +
-14.9 All payments and any other sums falling due under this Contract are exclusive of +
-VAT (unless expressly stated otherwise). If VAT is properly chargeable on any +
-Claim, we will pay VAT on that Claim in addition (unless the relevant amount has +
-been expressly stated to include VAT). If you omit to claim a sum to cover VAT +
-and seek to claim it from us later, we are not obliged to pay it, but will do so where +
-an occasional clerical error has caused the VAT sum to be omitted from a Claim, +
-subject to you notifying us of such omission within two years of the date when +
-such VAT should have been charged. If you fail to notify us within such period then +
-the relevant amount shall be deemed to have been inclusive of VAT. +
-February 2017 +
-4914.10 If we request it, you must promptly provide us with the details we specify about +
-any VAT arising under this Contract.+
 14.11 Where you submit a Claim for payment in accordance with Clause 14 we will: 14.11 Where you submit a Claim for payment in accordance with Clause 14 we will:
 +
 (a) consider and verify the Claim in a timely manner; and (a) consider and verify the Claim in a timely manner; and
-(b) make payment to you no later than a period of 30 days from the date on + 
-which we have determined the Claim is valid and undisputed. +(b) make payment to you no later than a period of 30 days from the date on which we have determined the Claim is valid and undisputed. 
-14.12 Where a Claim is included with a Contract Report Form submitted pursuant to + 
-Paragraph 5.21 of the Specification the deadline for submission of that Contract +14.12 Where a Claim is included with a Contract Report Form submitted pursuant to Paragraph 5.21 of the Specification the deadline for submission of that Contract Report Form shall be considered to be the date of submission of that Claim for the purposes of Clause 14.11 regardless of the actual date of submission (where this is different); 
-Report Form shall be considered to be the date of submission of that Claim for the + 
-purposes of Clause 14.11 regardless of the actual date of submission (where this +14.13 Without prejudice to our rights under Clause 14.6, if we fail to comply with our obligation under Clause 14.11(a) the Claim shall be regarded as valid and undisputed for the purposes of Clause 14.11(b) only. For the avoidance of doubt; this Clause does not affect our right to Assess any Claim following payment. 
-is different);​ +
-14.13 Without prejudice to our rights under Clause 14.6, if we fail to comply with our +
-obligation under Clause 14.11(a) the Claim shall be regarded as valid and +
-undisputed for the purposes of Clause 14.11(b) only. For the avoidance of doubt; +
-this Clause does not affect our right to Assess any Claim following payment.+
 Set-off Set-off
-14.14 + 
-We have the right to set-off against any amount payable by us to you under this +14.14 We have the right to set-off against any amount payable by us to you under this Contract or otherwise, any amount payable by you to us, under this Contract (including under the Specification) or otherwise. For the avoidance of doubt, when this Contract ends, any obligation to make payment is subject to this right of set-off. 
-Contract or otherwise, any amount payable by you to us, under this Contract +
-(including under the Specification) or otherwise. For the avoidance of doubt, when +
-this Contract ends, any obligation to make payment is subject to this right of +
-set-off.+
 Overpayment or mispayment Overpayment or mispayment
-14.15 + 
-14.16 +14.15 We may issue a notice of Assessment or notice of a debt due to us in connection with Contract Work, which has the effect of making the amount specified in it payable to us, if: 
-We may issue a notice of Assessment or notice of a debt due to us in connection +
-with Contract Work, which has the effect of making the amount specified in it +
-payable to us, if:+
 (a) we have made an “overpayment or mispayment” to you; or (a) we have made an “overpayment or mispayment” to you; or
-(b) in respect of a Matter or case, you have breached this Contract and, as a + 
-result of the breach, we can demonstrate that we have incurred (or will incur) +(b) in respect of a Matter or case, you have breached this Contract and, as a result of the breach, we can demonstrate that we have incurred (or will incur) a financial loss; or 
-a financial loss; or + 
-(c) where you undertake Associated Civil Work, you have failed to submit a +(c) where you undertake Associated Civil Work, you have failed to submit a Claim, as required by this Contract, after having received a Payment on Account from us in respect of the relevant Matter or case. 
-Claim, as required by this Contract, after having received a Payment on + 
-Account from us in respect of the relevant Matter or case. +14.16 An “overpayment or mispayment” under this Clause 14 includes: 
-An “overpayment or mispayment” under this Clause 14 includes:+
 (a) any payment made in error; (a) any payment made in error;
-(b) where payment has been made in respect of a Matter or case, the amount + 
-of any subsequent reduction on Assessment;​ +(b) where payment has been made in respect of a Matter or case, the amount of any subsequent reduction on Assessment; 
-(c) where payment has been made in respect of a Matter or case, any sum which + 
-we are not required to pay (or you are not entitled to be paid) for some or +(c) where payment has been made in respect of a Matter or case, any sum which we are not required to pay (or you are not entitled to be paid) for some or all of the work that you have carried out; or 
-all of the work that you have carried out; or+
 (d) any payment specified as such in the Specification. (d) any payment specified as such in the Specification.
-February 2017 +14.17 If you become aware that any of the events set out in Clause 14.16 have occurred you should notify us within seven days of becoming so aware to enable us to adjust your account (or to require repayment) should we wish to do so and shall promptly make any repayment requested by us. 
-5014.17 If you become aware that any of the events set out in Clause 14.16 have occurred + 
-you should notify us within seven days of becoming so aware to enable us to adjust +14.18 Where the “overpayment or mispayment” provisions of this Clause 14 apply because of a reduction of a Claim on Assessment then, unless we consider that there is a risk to public funds, we will not seek repayment until any appeal against the (initial) Assessment has concluded. 
-your account (or to require repayment) should we wish to do so and shall promptly + 
-make any repayment requested by us. +14.19 Any notice under Clause 14.15 will specify the amount of the overpayment or the financial loss (as the case may be) and how the relevant criterion in Clause 14.15 is met. You shall pay us any amount shown as payable by you to us in a notice issued under Clause 14.15 by no later than 14 days after the date of such notice. 
-14.18 Where the “overpayment or mispayment” provisions of this Clause 14 apply + 
-because of a reduction of a Claim on Assessment then, unless we consider that +14.20 Unless we consider that there is a risk to public funds and subject to you providing us on request with satisfactory documentary evidence supporting your request, we will consider allowing you to make any repayment of more than £5,000 required under this Clause 14 in a reasonable number of instalments or by making a reasonable adjustment to your Monthly Payments provided that repayment must be over the shortest reasonable period and must usually be completed within 12 months. 
-there is a risk to public funds, we will not seek repayment until any appeal against +
-the (initial) Assessment has concluded. +
-14.19 Any notice under Clause 14.15 will specify the amount of the overpayment or the +
-financial loss (as the case may be) and how the relevant criterion in Clause 14.15 +
-is met. You shall pay us any amount shown as payable by you to us in a notice +
-issued under Clause 14.15 by no later than 14 days after the date of such notice. +
-14.20 Unless we consider that there is a risk to public funds and subject to you providing +
-us on request with satisfactory documentary evidence supporting your request, +
-we will consider allowing you to make any repayment of more than £5,000 +
-required under this Clause 14 in a reasonable number of instalments or by making +
-a reasonable adjustment to your Monthly Payments provided that repayment must +
-be over the shortest reasonable period and must usually be completed within 12 +
-months.+
 Audits Audits
-14.21 + 
-14.22 +14.21 If an Audit identifies that you have made any Claim(s) in excess of your entitlement as specified in this Contract (including where your Claims result in the circumstances in Clause 14.15(a) arising) (“Excess Claims”) we may by notice require you to reimburse us with the Reasonable Costs we incur in carrying out any further Audit we undertake to establish whether you have made any other Excess Claims, provided that: 
-If an Audit identifies that you have made any Claim(s) in excess of your + 
-entitlement as specified in this Contract (including where your Claims result in the +(a) we will notify you before carrying out any such further Audit and offer you a reasonable opportunity to examine your Contract Work files and co-operate with us by identifying and rectifying any Excess Claims, including making appropriate proposals for repayment to us if your examination identifies any Excess Claims. We will not carry out such further Audit if we accept your proposals; 
-circumstances in Clause 14.15(a) arising) (“Excess Claims”) we may by notice + 
-require you to reimburse us with the Reasonable Costs we incur in carrying out +(b) you will not be obliged to reimburse us with the Reasonable Costs we incur in carrying out any such further Audit if such further Audit reveals no additional Excess Claims or if, in our reasonable opinion, the number of additional Excess Claims identified by such further Audit is negligible (and in assessing the number of such Excess Claims, we will disregard any Claims which you have made in reasonable reliance on our guidance indicating that such Claims were permissible);​ 
-any further Audit we undertake to establish whether you have made any other + 
-Excess Claims, provided that: +(c) the decision to require you to reimburse us with our Reasonable Costs under this Clause 14.21 may only be made by the Head of Contract Management after we have offered you a reasonable opportunity to make representations to such person in respect of the relevant Excess Claims; and 
-(a) we will notify you before carrying out any such further Audit and offer you a + 
-reasonable opportunity to examine your Contract Work files and co-operate +(d) you may request a formal review of the Head of Contract Management’s decision under Clause 27. 
-with us by identifying and rectifying any Excess Claims, including making + 
-appropriate proposals for repayment to us if your examination identifies any +14.22 We may carry out a further Audit under Clause 14.21 either using our own staff or our agent’s staff. 
-Excess Claims. We will not carry out such further Audit if we accept your +Promoting ​Tax Compliance 
-proposals;​ + 
-(b) you will not be obliged to reimburse us with the Reasonable Costs we incur +14.23 If, at any point during the Contract Period, an Occasion of Tax Non-Compliance occurs, you shall: 
-in carrying out any such further Audit if such further Audit reveals no + 
-additional Excess Claims or if, in our reasonable opinion, the number of +(a) notify us in writing of such fact within five Business Days of its occurrence; and 
-additional Excess Claims identified by such further Audit is negligible (and in +
-assessing the number of such Excess Claims, we will disregard any Claims +
-which you have made in reasonable reliance on our guidance indicating that +
-such Claims were permissible);​ +
-(c) the decision to require you to reimburse us with our Reasonable Costs under +
-this Clause 14.21 may only be made by the Head of Contract Management +
-after we have offered you a reasonable opportunity to make representations +
-to such person in respect of the relevant Excess Claims; and +
-(d) you may request a formal review of the Head of Contract Management’s +
-decision under Clause 27. +
-We may carry out a further Audit under Clause 14.21 either using our own staff +
-or our agent’s staff. +
-February 2017 +
-51Promoting ​Tax Compliance +
-14.23 +
-If, at any point during the Contract Period, an Occasion of Tax Non-Compliance +
-occurs, you shall: +
-(a) notify us in writing of such fact within five Business Days of its occurrence; +
-and+
 (b) promptly provide to us: (b) promptly provide to us:
-(i) details of the steps which you are taking to address the Occasion of + 
-Tax Non-Compliance and to prevent the same from recurring, together +(i) details of the steps which you are taking to address the Occasion of Tax Non-Compliance and to prevent the same from recurring, together with any mitigating factors that you consider relevant; and 
-with any mitigating factors that you consider relevant; and + 
-(ii) such other information in relation to the Occasion of Tax Non- +(ii) such other information in relation to the Occasion of Tax Non- Compliance as we may reasonably require. 
-Compliance as we may reasonably require.+
 Other rights Other rights
-14.24 + 
-This Clause 14 does not, in any way, limit any rights we may have, including the +14.24 This Clause 14 does not, in any way, limit any rights we may have, including the right to claim payment from any of your former owners, former partners or former directors or any Members of LLPs. 
-right to claim payment from any of your former owners, former partners or former +15Confidentiality 
-directors or any Members of LLPs. +
-February 2017 +
-5215+
-Confidentiality+
 Information we must keep confidential Information we must keep confidential
-15.1 + 
-The presumption,​ under this Contract, is that information about you and which +15.1 The presumption,​ under this Contract, is that information about you and which you provide to us under this Contract is not confidential. If you, therefore, wish to assert that specified information about you is confidential and should not be disclosed you must notify us accordingly at the time of your disclosure of the specified information and expressly identify in writing those documents which are to be treated by us as confidential. Subject to Clause 15.5, we will keep strictly confidential all such information to the extent it is of a confidential nature. 
-you provide to us under this Contract is not confidential. If you, therefore, wish to +
-assert that specified information about you is confidential and should not be +
-disclosed you must notify us accordingly at the time of your disclosure of the +
-specified information and expressly identify in writing those documents which are +
-to be treated by us as confidential. Subject to Clause 15.5, we will keep strictly +
-confidential all such information to the extent it is of a confidential nature.+
 Information you must keep confidential Information you must keep confidential
-15.2 Subject to Clause 15.5, you must keep strictly confidential all information of a + 
-confidential nature concerning the affairs or business of any other Provider (or +15.2 Subject to Clause 15.5, you must keep strictly confidential all information of a confidential nature concerning the affairs or business of any other Provider (or former Provider) or its Clients or Former Clients that you might obtain from our personnel or representatives whether through inadvertent or wrongful disclosure or otherwise. If you do obtain any such information,​ you must inform us without delay and must return to us any written information without taking copies of it. 
-former Provider) or its Clients or Former Clients that you might obtain from our + 
-personnel or representatives whether through inadvertent or wrongful disclosure +15.3 Subject to Clause 15.5, you must keep strictly confidential all information that you may obtain from us which is designated as confidential. Provided you have not (outside the terms of this Contract) agreed otherwise with us you may disclose any information (other than to the extent such information comprises Personal Data) obtained from us which is designated as confidential to any Relevant Professional Body or your personnel, Counsel and/or Approved Third Parties provided you secure from them an agreement to treat it as strictly confidential and subject to Clause 15.4. 
-or otherwise. If you do obtain any such information,​ you must inform us without + 
-delay and must return to us any written information without taking copies of it. +15.4 You shall take all necessary precautions to ensure that all information designated as confidential which you obtain from us is given only to your personnel, Counsel and Approved Third Parties to the extent to which is strictly necessary for the performance of your obligations under this Contract and that such personnel, Counsel and Approved Third Parties do not use such information otherwise than for the purposes permitted by this Clause 15. 
-15.3 Subject to Clause 15.5, you must keep strictly confidential all information that you +
-may obtain from us which is designated as confidential. Provided you have not +
-(outside the terms of this Contract) agreed otherwise with us you may disclose +
-any information (other than to the extent such information comprises Personal +
-Data) obtained from us which is designated as confidential to any Relevant +
-Professional Body or your personnel, Counsel and/or Approved Third Parties +
-provided you secure from them an agreement to treat it as strictly confidential +
-and subject to Clause 15.4. +
-15.4 You shall take all necessary precautions to ensure that all information designated +
-as confidential which you obtain from us is given only to your personnel, Counsel +
-and Approved Third Parties to the extent to which is strictly necessary for the +
-performance of your obligations under this Contract and that such personnel, +
-Counsel and Approved Third Parties do not use such information otherwise than +
-for the purposes permitted by this Clause 15.+
 Information which is not confidential Information which is not confidential
-15.5 + 
-For the purposes of this Contract, the obligations of confidentiality in Clauses 15.1,+15.5 For the purposes of this Contract, the obligations of confidentiality in Clauses 15.1,
 15.3 and 15.4 shall not apply to the extent: 15.3 and 15.4 shall not apply to the extent:
-(a) information which, before its receipt directly or indirectly from the other + 
-party, was in the possession of the receiving party and at its free disposal; +(a) information which, before its receipt directly or indirectly from the other party, was in the possession of the receiving party and at its free disposal; 
-(b) information which is subsequently disclosed to the receiving party, without + 
-any obligation of confidentiality,​ by a third party who has not derived it +(b) information which is subsequently disclosed to the receiving party, without any obligation of confidentiality,​ by a third party who has not derived it directly or indirectly from the other party, or in any unlawful manner, or in breach of any obligation of confidentiality;​ 
-directly or indirectly from the other party, or in any unlawful manner, or in + 
-breach of any obligation of confidentiality;​ +(c) information which is required by legislation (including the FOIA) to be disclosed but only to the extent that it must be so disclosed; 
-(c) information which is required by legislation (including the FOIA) to be + 
-disclosed but only to the extent that it must be so disclosed;​ +(d) information which, to the extent that it must be so disclosed, is required to be disclosed by any court, tribunal or other administrative body with such power or which is disclosed by us for the purposes of providing information to Parliament;​ 
-(d) information which, to the extent that it must be so disclosed, is required to +(e) information that we reasonably consider necessary to be disclosed for the purposes of an Official Investigation or determining whether that Official Investigation should take place; 
-be disclosed by any court, tribunal or other administrative body with such +
-power or which is disclosed by us for the purposes of providing information +
-to Parliament;​ +
-February 2017 +
-53(e) information that we reasonably consider necessary to be disclosed for the +
-purposes of an Official Investigation or determining whether that Official +
-Investigation should take place;+
 (f) information which is already in the public domain; (f) information which is already in the public domain;
-(g) we consider that the public interest in making any disclosure outweighs the + 
-obligation of confidentiality. Where we intend to disclose in the public +(g) we consider that the public interest in making any disclosure outweighs the obligation of confidentiality. Where we intend to disclose in the public interest, we will notify you of our intention before doing so unless this is impracticable or would prejudice a lawful investigation (including by the police or by any Relevant Professional Body); and 
-interest, we will notify you of our intention before doing so unless this is + 
-impracticable or would prejudice a lawful investigation (including by the +(h) information in connection with the award, content and operation of this Contract, including: 
-police or by any Relevant Professional Body); and +
-(h) information in connection with the award, content and operation of this +
-Contract, including:+
 (i) the terms (including payment terms) of this Contract; (i) the terms (including payment terms) of this Contract;
-(ii) the payments that we have made to you (by Category of Law, Class of + 
-Work or otherwise);​ +(ii) the payments that we have made to you (by Category of Law, Class of Work or otherwise); 
-(iii) the numbers of Matters and cases that you have started and completed + 
-(by Category of Law, Class of Work or otherwise);​ +(iii) the numbers of Matters and cases that you have started and completed (by Category of Law, Class of Work or otherwise); 
-(iv) your performance,​ including as measured by the Independent Peer + 
-Review Process, following the conclusion of any internal appeals +(iv) your performance,​ including as measured by the Independent Peer Review Process, following the conclusion of any internal appeals process; 
-process;+
 (v) your status under this Contract; and (v) your status under this Contract; and
-(vi) contract decisions concerning you (or your personnel), taken by us, + 
-and the reasons for such decisions. “Contract decisions” include +(vi) contract decisions concerning you (or your personnel), taken by us, and the reasons for such decisions. “Contract decisions” include decisions concerning Sanctions, decisions concerning the amount of payments made to you and the results of Audits, following the conclusion of any internal appeals process, 
-decisions concerning Sanctions, decisions concerning the amount of + 
-payments made to you and the results of Audits, following the +except where we determine, in our absolute discretion, that any such information is exempt from disclosure in accordance with the provisions of the FOIA. 
-conclusion of any internal appeals process, +
-except where we determine, in our absolute discretion, that any such +
-information is exempt from disclosure in accordance with the provisions of +
-the FOIA.+
 Information obtained by Researchers Information obtained by Researchers
-15.6 + 
-15.7 +15.6 We will require any Researchers:​ 
-We will require any Researchers:​ + 
-(a) to comply with all legislation concerning the disclosure of information about +(a) to comply with all legislation concerning the disclosure of information about your Clients or Former Clients; and 
-your Clients or Former Clients; and + 
-(b) to keep all information of a confidential nature concerning your affairs or +(b) to keep all information of a confidential nature concerning your affairs or business strictly confidential and not to use it for any purpose other than as required, authorised or permitted by the Legal Aid Legislation or this Contract or in respect of research being carried out on our behalf. 
-business strictly confidential and not to use it for any purpose other than as + 
-required, authorised or permitted by the Legal Aid Legislation or this Contract +15.7 Subject to Clause 15.5, we will be under a duty to ensure that, in any report provided to us by Researchers and intended to be published, no information will be included which will disclose information of a confidential nature about you (or any Client or Former Client of yours) or enable you or any Client or Former Client of yours to be identified (unless the fact that they are a Client or Former Client of yours is already in the public domain). 
-or in respect of research being carried out on our behalf. +Information ​we may publish or share 
-Subject to Clause 15.5, we will be under a duty to ensure that, in any report + 
-provided to us by Researchers and intended to be published, no information will +15.8 Notwithstanding any other term of this Contract, you hereby give your consent for us to; 
-be included which will disclose information of a confidential nature about you (or +
-any Client or Former Client of yours) or enable you or any Client or Former Client +
-of yours to be identified (unless the fact that they are a Client or Former Client of +
-yours is already in the public domain). +
-February 2017 +
-54Information ​we may publish or share +
-15.8 +
-Notwithstanding any other term of this Contract, you hereby give your consent for +
-us to;+
 (a) publish this Contract (as may be amended from time to time) in its entirety, (a) publish this Contract (as may be amended from time to time) in its entirety,
-(b) publish any data arising out of or in respect of the performance by you of + 
-Contract Work, +(b) publish any data arising out of or in respect of the performance by you of Contract Work, 
-to the general public (save for any information which is exempt from disclosure in + 
-accordance with the provisions of the FOIA or the Environmental Information +to the general public (save for any information which is exempt from disclosure in accordance with the provisions of the FOIA or the Environmental Information Regulations which shall be redacted as appropriate by us). 
-Regulations which shall be redacted as appropriate by us). + 
-15.9 We may consult with you to help with any decisions regarding FOIA exemptions +15.9 We may consult with you to help with any decisions regarding FOIA exemptions under Clause 15.5(h) and 15.8 but we shall have the final decision in our absolute and sole discretion. 
-under Clause 15.5(h) and 15.8 but we shall have the final decision in our absolute + 
-and sole discretion. +15.10 Subject to and without prejudice to Clause 15.5, nothing in this Contract shall prevent us from disclosing any information that we hold about or in respect of you or Contract Work pursuant to this Contract to any government department or any Other Contracting Body and you acknowledge that all government departments or Other Contracting Bodies may further disclose such information to other government departments or Other Contracting Bodies on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any government department or Other Contracting Body. 
-15.10 Subject to and without prejudice to Clause 15.5, nothing in this Contract shall +16. Data protection 
-prevent us from disclosing any information that we hold about or in respect of you +
-or Contract Work pursuant to this Contract to any government department or any +
-Other Contracting Body and you acknowledge that all government departments or +
-Other Contracting Bodies may further disclose such information to other +
-government departments or Other Contracting Bodies on the basis that the +
-information is confidential and is not to be disclosed to a third party which is not +
-part of any government department or Other Contracting Body. +
-February 2017 +
-5516. +
-Data protection+
 Your and our Data Protection Legislation obligations Your and our Data Protection Legislation obligations
-16.1 + 
-For the purposes of the Data Protection Legislation it is the understanding of the +16.1 For the purposes of the Data Protection Legislation it is the understanding of the parties that: 
-parties that: + 
-(a) LAA and you are Data Controllers “in common” or “alone” (but not “jointly”) +(a) LAA and you are Data Controllers “in common” or “alone” (but not “jointly”) in respect of the Shared Data; 
-in respect of the Shared Data; + 
-(b) you are a Data Processor in respect of Personal Data comprised within the +(b) you are a Data Processor in respect of Personal Data comprised within the LAA Data; 
-LAA Data; + 
-(c) you may be a Data Controller or Data Processor on behalf of Clients and +(c) you may be a Data Controller or Data Processor on behalf of Clients and Former Clients in respect of other Personal Data. 
-Former Clients in respect of other Personal Data. + 
-16.2 You will not delete or remove any proprietary notices contained within or relating +16.2 You will not delete or remove any proprietary notices contained within or relating to the LAA Data. 
-to the LAA Data.+
 16.3 In respect of the Shared Data: 16.3 In respect of the Shared Data:
-(a) you will be responsible for and will at all times comply with the Data + 
-Controller’s obligations under the Data Protection Legislation in respect of +(a) you will be responsible for and will at all times comply with the Data Controller’s obligations under the Data Protection Legislation in respect of Processing carried out in connection with the performance of this Contract, including in respect of the confidentiality,​ integrity and security of that Data and the transfer of that Data to LAA as envisaged under this Contract; 
-Processing carried out in connection with the performance of this Contract, + 
-including in respect of the confidentiality,​ integrity and security of that Data +(b) LAA will be responsible for compliance with the Data Protection Legislation in respect of that Shared Data which is actually received and Processed by LAA as a Data Controller; 
-and the transfer of that Data to LAA as envisaged under this Contract; + 
-(b) LAA will be responsible for compliance with the Data Protection Legislation +(c) it is not expected that either us or you will be responsible under the Data Protection Legislation for a breach of the Data Protection Legislation by the other party. 
-in respect of that Shared Data which is actually received and Processed by + 
-LAA as a Data Controller;​ +16.4 You will not Process the LAA Data or Shared Data except as necessary for the performance by you of your obligations under this Contract (including the performance of Contract Work) or as otherwise expressly authorised in writing by the LAA. 
-(c) it is not expected that either us or you will be responsible under the Data + 
-Protection Legislation for a breach of the Data Protection Legislation by the +16.5 You will perform your obligations under this Contract in such a way that you do not cause us to breach any of our applicable obligations under the Data Protection Legislation,​ including by providing such assistance to us as is contemplated by Article 28(3)(e) and (f) (Processor) of the GDPR on and from the date the GDPR applies (as set out in Article 99 (Entry into force and application)). 
-other party. + 
-16.4 You will not Process the LAA Data or Shared Data except as necessary for the +16.6 You will ensure that you obtain and maintain all consents, licences and registrations required to enable you to provide Personal Data to LAA as envisaged by this Contract, including consents from Clients, Former Clients, and Data Controllers (other than us) and such notifications with the Information Commissioner’s office as are required for you to comply with the Data Protection Legislation. 
-performance by you of your obligations under this Contract (including the + 
-performance of Contract Work) or as otherwise expressly authorised in writing by +16.7 You will not transfer the LAA Data or Shared Data outside of the European Economic Area without our express prior written approval. 
-the LAA. +16.8 You will supply originals or copies of the LAA Data and Shared Data to us in accordance with Clause 9.1. You will not assert proprietary or other rights in law or in equity as a reason for not supplying LAA Data and Shared Data in accordance with this Contract. 
-16.5 You will perform your obligations under this Contract in such a way that you do + 
-not cause us to breach any of our applicable obligations under the Data Protection +16.9 Without prejudice to Clause 16.3(a) in respect of the Shared Data and LAA Data Processed by you or on your behalf: 
-Legislation,​ including by providing such assistance to us as is contemplated by + 
-Article 28(3)(e) and (f) (Processor) of the GDPR on and from the date the GDPR +(a) you will take responsibility for preserving the confidentiality and integrity of LAA Data and Shared Data which is Processed by you and preventing the unauthorised disclosure, corruption or loss of such LAA Data or Shared Data; 
-applies (as set out in Article 99 (Entry into force and application)). + 
-16.6 You will ensure that you obtain and maintain all consents, licences and +(b) you will take responsibility for ensuring that up-to-date backups of the LAA Data and Shared Data which is in electronic format are stored offsite; 
-registrations required to enable you to provide Personal Data to LAA as envisaged +
-by this Contract, including consents from Clients, Former Clients, and Data +
-Controllers (other than us) and such notifications with the Information +
-Commissioner’s office as are required for you to comply with the Data Protection +
-Legislation. +
-16.7 You will not transfer the LAA Data or Shared Data outside of the European +
-Economic Area without our express prior written approval. +
-February 2017 +
-5616.8 You will supply originals or copies of the LAA Data and Shared Data to us in +
-accordance with Clause 9.1. You will not assert proprietary or other rights in law +
-or in equity as a reason for not supplying LAA Data and Shared Data in accordance +
-with this Contract. +
-16.9 Without prejudice to Clause 16.3(a) in respect of the Shared Data and LAA Data +
-Processed by you or on your behalf: +
-16.10 +
-(a) you will take responsibility for preserving the confidentiality and integrity of +
-LAA Data and Shared Data which is Processed by you and preventing the +
-unauthorised disclosure, corruption or loss of such LAA Data or Shared Data; +
-(b) you will take responsibility for ensuring that up-to-date backups of the LAA +
-Data and Shared Data which is in electronic format are stored offsite;+
 (c) you will comply with the Data Security Requirements;​ (c) you will comply with the Data Security Requirements;​
 +
 (d) you will have regard to the Data Security Guidance; (d) you will have regard to the Data Security Guidance;
-(e) you will ensure that any system on which you hold any LAA Data and Shared + 
-Data, including backup information,​ is a secure system that complies with +(e) you will ensure that any system on which you hold any LAA Data and Shared Data, including backup information,​ is a secure system that complies with your obligations under Clause 16.9(c) and you will provide us with a written description of the technical and organisational methods employed by you for Processing such Data (within the timescales required by us) if so requested by us; 
-your obligations under Clause 16.9(c) and you will provide us with a written + 
-description of the technical and organisational methods employed by you for +(f) you will take reasonable steps to ensure the reliability of any of your personnel and any third parties appointed pursuant to Clause 3 who have access to such data and ensure that such personnel are informed of its confidential nature and your obligations under Clauses 15, 16 and 17 and comply with those obligations;​ and 
-Processing such Data (within the timescales required by us) if so requested + 
-by us; +(g) you will report to the LAA any incident that results in the disclosure of LAA Data and Shared Data to unauthorised recipients. 
-(f) you will take reasonable steps to ensure the reliability of any of your + 
-personnel and any third parties appointed pursuant to Clause 3 who have +16.10 If the LAA Data or any Shared Data is corrupted, lost or sufficiently degraded as a result of your fault so as to be unusable, we may: 
-access to such data and ensure that such personnel are informed of its + 
-confidential nature and your obligations under Clauses 15, 16 and 17 and +(a) require you (at your reasonable expense) to restore or procure the restoration of LAA Data or Shared Data to the extent and in accordance with our requirements and you will do so as soon as practicable but not later than seven days from our request; and/or 
-comply with those obligations;​ and + 
-(g) you will report to the LAA any incident that results in the disclosure of LAA +(b) restore or procure the restoration of LAA Data or Shared Data ourselves, and you will repay us any reasonable expenses incurred in doing so to the extent and in accordance with our requirements. 
-Data and Shared Data to unauthorised recipients. + 
-If the LAA Data or any Shared Data is corrupted, lost or sufficiently degraded as +16.11 If at any time you suspect or have reason to believe that LAA Data or Shared Data has or may become corrupted, lost or sufficiently degraded in any way for any reason, then you will notify us immediately and inform us of the remedial action that you propose to take. 
-a result of your fault so as to be unusable, we may: +
-(a) require you (at your reasonable expense) to restore or procure the +
-restoration of LAA Data or Shared Data to the extent and in accordance with +
-our requirements and you will do so as soon as practicable but not later than +
-seven days from our request; and/or +
-(b) restore or procure the restoration of LAA Data or Shared Data ourselves, and +
-you will repay us any reasonable expenses incurred in doing so to the extent +
-and in accordance with our requirements. +
-16.11 If at any time you suspect or have reason to believe that LAA Data or Shared Data +
-has or may become corrupted, lost or sufficiently degraded in any way for any +
-reason, then you will notify us immediately and inform us of the remedial action +
-that you propose to take.+
 16.12 You will notify us (within five Business Days) if you receive: 16.12 You will notify us (within five Business Days) if you receive:
-(a) + 
-February 2017 +(a) a request from a Data Subject to have access to that person'​s Personal Data within the LAA Data; or 
-a request from a Data Subject to have access to that person'​s Personal Data +(b) a complaint relating to our obligations or yours under the Data Protection Legislation in connection with the LAA Data or Shared Data; or 
-within the LAA Data; or + 
-5716.13 +(c) a request (other than an access request under section 7 of the Data Protection Act 1998) relating to our Processing under the Data Protection Legislation in connection with the LAA Data or Shared Data. 
-(b) a complaint relating to our obligations or yours under the Data Protection + 
-Legislation in connection with the LAA Data or Shared Data; or +16.13 You will provide us with full co-operation and assistance in relation to any complaint or request made, in respect of LAA Data or Shared Data including by: 
-(c) a request (other than an access request under section 7 of the Data + 
-Protection Act 1998) relating to our Processing under the Data Protection +(a) providing us with full details of the complaint or request if it is received by you; 
-Legislation in connection with the LAA Data or Shared Data. + 
-You will provide us with full co-operation and assistance in relation to any +(b) complying with a data subject access request within the relevant timescales set out in the Data Protection Legislation in respect of the Shared Data where you are the Data Controller receiving the request; and 
-complaint or request made, in respect of LAA Data or Shared Data including by: +
-(a) providing us with full details of the complaint or request if it is received by +
-you; +
-(b) complying with a data subject access request within the relevant timescales +
-set out in the Data Protection Legislation in respect of the Shared Data where +
-you are the Data Controller receiving the request; and+
 (c) providing us with any information requested by us. (c) providing us with any information requested by us.
-16.14 If it is necessary in the performance of this Contract for the Provider to disclose + 
-LAA Data or Shared Data to a sub-contractor,​ Agent, Counsel or Approved Third +16.14 If it is necessary in the performance of this Contract for the Provider to disclose LAA Data or Shared Data to a sub-contractor,​ Agent, Counsel or Approved Third Party, you will ensure that such party agrees in writing to comply with equivalent obligations,​ as appropriate to the nature of the appointment and the Processing involved, in respect of that Personal Data as are set out in this Clause 16. 
-Party, you will ensure that such party agrees in writing to comply with equivalent +
-obligations,​ as appropriate to the nature of the appointment and the Processing +
-involved, in respect of that Personal Data as are set out in this Clause 16.+
 16.15 You will in relation to LAA Data: 16.15 You will in relation to LAA Data:
-16.16 + 
-(a) Process such Data only in accordance with written instructions from us +(a) Process such Data only in accordance with written instructions from us (which may be specific instructions or instructions of a general nature as set out in this Contract or as otherwise notified by us to you during the Contract Period); and 
-(which may be specific instructions or instructions of a general nature as set + 
-out in this Contract or as otherwise notified by us to you during the Contract +(b) implement such technical and organisational measures as are required to enable you to Process such Data in compliance with obligations equivalent to those imposed on us by the Seventh Principle of the Data Protection Act 1998 and to protect such Data against unauthorised or unlawful processing and against accidental loss, destruction,​ damage, alteration or disclosure. These measures will be appropriate to the harm which might result from any unauthorised or unlawful Processing, accidental loss, destruction or damage to the Data and having regard to the nature of the Data which is to be protected and shall meet the requirements of the Data Protection Legislation (including the requirements of Article 32 (Security of Processing) of the GDPR on and from the date the GDPR applies (as set out in Article 99 (Entry into force and application) of the GDPR)). 
-Period); and + 
-(b) implement such technical and organisational measures as are required to +16.16 Without prejudice to Clause 19, you indemnify us and keep us indemnified,​ without delay, against all losses, costs, claims, damages, actions, expenses and other liabilities of whatever nature incurred by us as a result (directly or indirectly) of your failure to comply with Clauses 16.1 to 16.15. 
-enable you to Process such Data in compliance with obligations equivalent +17FOIA 
-to those imposed on us by the Seventh Principle of the Data Protection Act +
-1998 and to protect such Data against unauthorised or unlawful processing +
-and against accidental loss, destruction,​ damage, alteration or disclosure. +
-These measures will be appropriate to the harm which might result from any +
-unauthorised or unlawful Processing, accidental loss, destruction or damage +
-to the Data and having regard to the nature of the Data which is to be +
-protected and shall meet the requirements of the Data Protection Legislation +
-(including the requirements of Article 32 (Security of Processing) of the +
-GDPR on and from the date the GDPR applies (as set out in Article 99 (Entry +
-into force and application) of the GDPR)). +
-Without prejudice to Clause 19, you indemnify us and keep us indemnified,​ without +
-delay, against all losses, costs, claims, damages, actions, expenses and other +
-liabilities of whatever nature incurred by us as a result (directly or indirectly) of +
-your failure to comply with Clauses 16.1 to 16.15. +
-February 2017 +
-5817+
-FOIA+
 Obligations under the FOIA Obligations under the FOIA
-17.1 You acknowledge that we are subject to the requirements of FOIA and the + 
-Environmental Information Regulations and will assist and co-operate with us to +17.1 You acknowledge that we are subject to the requirements of FOIA and the Environmental Information Regulations and will assist and co-operate with us to enable us to comply with our Information disclosure obligations. 
-enable us to comply with our Information disclosure obligations. + 
-17.2 Pursuant to Clause 17.1, you will (and where we have approved your use of +17.2 Pursuant to Clause 17.1, you will (and where we have approved your use of sub-contractors,​ Agents, Counsel and Approved Third Parties in accordance with Clause 3, will ensure that such parties will): 
-sub-contractors,​ Agents, Counsel and Approved Third Parties in accordance with + 
-Clause 3, will ensure that such parties will): +(a) transfer to us all Requests for Information that you receive as soon as practicable and in any event within two Business Days of receiving a Request for Information;​ 
-(a) transfer to us all Requests for Information that you receive as soon as + 
-practicable and in any event within two Business Days of receiving a Request +(b) provide us with a copy of all Information in your possession, or power (which relates to a Request for Information transferred to us in accordance with Clause 17.2(a) and which you hold on our behalf for the purposes of FOIA) in the form that we require within five Business Days (or such other period as we may specify) of the request; and 
-for Information;​ + 
-(b) provide us with a copy of all Information in your possession, or power (which +(c) provide all necessary assistance as reasonably requested by us to enable us to respond to the Request for Information within the time for compliance set out in section 10 of the FOIA or Regulation 5 of the Environmental Information Regulations. 
-relates to a Request for Information transferred to us in accordance with + 
-Clause 17.2(a) and which you hold on our behalf for the purposes of FOIA) +17.3 We will be responsible for determining in our absolute discretion and notwithstanding any other provision in this Contract or any other agreement whether any Information is commercially sensitive or otherwise exempt from disclosure in accordance with the provisions of FOIA or the Environmental Information Regulations. 
-in the form that we require within five Business Days (or such other period + 
-as we may specify) of the request; and +17.4 In no event will you respond directly to a Request for Information unless expressly authorised to do so by us. 
-(c) provide all necessary assistance as reasonably requested by us to enable us + 
-to respond to the Request for Information within the time for compliance set +17.5 You acknowledge that (notwithstanding the provisions of this Clause) we may, acting in accordance with the code of practice on the discharge of the functions of public authorities issued under section 45 of the Freedom of Information Act 2000 (“the Code”), be obliged under the FOIA, or the Environmental Information Regulations to disclose information concerning you or the Contract Work: 
-out in section 10 of the FOIA or Regulation 5 of the Environmental +
-Information Regulations. +
-17.3 We will be responsible for determining in our absolute discretion and +
-notwithstanding any other provision in this Contract or any other agreement +
-whether any Information is commercially sensitive or otherwise exempt from +
-disclosure in accordance with the provisions of FOIA or the Environmental +
-Information Regulations. +
-17.4 In no event will you respond directly to a Request for Information unless expressly +
-authorised to do so by us. +
-17.5 You acknowledge that (notwithstanding the provisions of this Clause) we may, +
-acting in accordance with the code of practice on the discharge of the functions of +
-public authorities issued under section 45 of the Freedom of Information Act 2000 +
-(“the Code”), be obliged under the FOIA, or the Environmental Information +
-Regulations to disclose information concerning you or the Contract Work:+
 (a) in certain circumstances without consulting you; or (a) in certain circumstances without consulting you; or
 +
 (b) following consultation with you, (b) following consultation with you,
-provided always that where this Clause applies we will ordinarily, in accordance + 
-with any recommendations of the Code, take reasonable steps, where appropriate,​ +provided always that where this Clause applies we will ordinarily, in accordance with any recommendations of the Code, take reasonable steps, where appropriate,​ to give you advance notice, or failing that, to draw the disclosure to your attention after any such disclosure. 
-to give you advance notice, or failing that, to draw the disclosure to your attention +18. Warranties Warranties you give 
-after any such disclosure. +18.1 You warrant that, to the best of your knowledge and belief: 
-February 2017 + 
-5918. +(a) all information provided to us in seeking to become a Provider or seeking any authority for, Contract Work or any benefit under this Contract, or to demonstrate compliance with this Contract was, when provided and is at the Contract Start Date, true and accurate in all material respects; 
-Warranties + 
-Warranties you give +(b) all information in any of your Tender Documents was, when provided and is at the Contract Start Date, or on any other date we award you Contract Work (where relevant) true and accurate in all material respects; 
-18.1 + 
-18.2 +(c) no information referred to in Clauses 18.1(a) and (b) has been omitted which would make that which has been provided materially misleading or inaccurate; 
-You warrant that, to the best of your knowledge and belief: + 
-(a) all information provided to us in seeking to become a Provider or seeking +(d) no circumstances have since arisen which materially affect the truth and accuracy of information referred to in Clauses 18.1(a) and (b); 
-any authority for, Contract Work or any benefit under this Contract, or to + 
-demonstrate compliance with this Contract was, when provided and is at the +(e) you have the full capacity and authority to enter into this Contract and perform your obligations under this Contract; 
-Contract Start Date, true and accurate in all material respects; + 
-(b) all information in any of your Tender Documents was, when provided and is +(f) you are not aware of any financial or other advantage being given to any person working for or engaged by us, or that an agreement has been reached to that effect, in connection with the execution of this Contract, excluding any arrangement of which full details have been disclosed in writing to us before execution of this Contract; and 
-at the Contract Start Date, or on any other date we award you Contract Work + 
-(where relevant) true and accurate in all material respects; +(g) you have notified us in writing of any Occasions of Tax Non-Compliance and any litigation in which you are involved that is in connection with any Occasion of Tax Non-Compliance. 
-(c) no information referred to in Clauses 18.1(a) and (b) has been omitted which + 
-would make that which has been provided materially misleading or +18.2 A material breach by you of Clause 18.1 will be deemed to be a Fundamental Breach. 
-inaccurate;​ +
-(d) no circumstances have since arisen which materially affect the truth and +
-accuracy of information referred to in Clauses 18.1(a) and (b); +
-(e) you have the full capacity and authority to enter into this Contract and +
-perform your obligations under this Contract; +
-(f) you are not aware of any financial or other advantage being given to any +
-person working for or engaged by us, or that an agreement has been reached +
-to that effect, in connection with the execution of this Contract, excluding +
-any arrangement of which full details have been disclosed in writing to us +
-before execution of this Contract; and +
-(g) you have notified us in writing of any Occasions of Tax Non-Compliance and +
-any litigation in which you are involved that is in connection with any +
-Occasion of Tax Non-Compliance. +
-A material breach by you of Clause 18.1 will be deemed to be a Fundamental +
-Breach.+
 Warranties we give Warranties we give
-18.3 + 
-18.4 +18.3 We warrant that, to the best of our knowledge and belief: 
-We warrant that, to the best of our knowledge and belief: + 
-(a) all information which we have provided to you in writing specifically to assist +(a) all information which we have provided to you in writing specifically to assist you in seeking to become a Provider or to prepare any Tender Documents was, when given, true and accurate in all material respects; 
-you in seeking to become a Provider or to prepare any Tender Documents + 
-was, when given, true and accurate in all material respects; +(b) no information has been omitted which would make that which has been provided misleading or inaccurate; and 
-(b) no information has been omitted which would make that which has been + 
-provided misleading or inaccurate; and +(c) no circumstances have since arisen which materially affect the truth and accuracy of such information. 
-(c) no circumstances have since arisen which materially affect the truth and + 
-accuracy of such information. +18.4 Both you and we are entitled to rely upon, and are deemed to have relied upon, the information referred to in Clauses 18.1 or 18.3. 
-Both you and we are entitled to rely upon, and are deemed to have relied upon, +19. Indemnity Indemnity you must give us 
-the information referred to in Clauses 18.1 or 18.3. +19.1 You must indemnify us and keep us indemnified,​ without delay, against all reasonable losses, costs, injuries, claims, damages, demands, proceedings,​ actions, expenses and other liabilities of whatever nature incurred by us as a result of: 
-February 2017 + 
-6019. +(a) any injury (fatal or otherwise) sustained by (or any loss of or damage to the property of any of) our personnel or representatives arising in the course of our exercising any of our rights or performing any of our obligations under this Contract, where such injury, loss or damage arises as a consequence of any act, omission or default committed by you or by any of your personnel or third parties appointed pursuant to Clause 3 (save to the extent that such injury or damage arose or was incurred as a result of the wilful default or negligence of our personnel or representatives);​ 
-Indemnity + 
-Indemnity you must give us +(b) any claim made by or on behalf of a third party arising out of any act, omission or default committed by you or on your behalf (save for any such act or default which arises as a result of our default) in connection with: 
-19.1 +
-You must indemnify us and keep us indemnified,​ without delay, against all +
-reasonable losses, costs, injuries, claims, damages, demands, proceedings,​ +
-actions, expenses and other liabilities of whatever nature incurred by us as a result +
-of: +
-(a) any injury (fatal or otherwise) sustained by (or any loss of or damage to the +
-property of any of) our personnel or representatives arising in the course of +
-our exercising any of our rights or performing any of our obligations under +
-this Contract, where such injury, loss or damage arises as a consequence of +
-any act, omission or default committed by you or by any of your personnel +
-or third parties appointed pursuant to Clause 3 (save to the extent that such +
-injury or damage arose or was incurred as a result of the wilful default or +
-negligence of our personnel or representatives);​ +
-(b) any claim made by or on behalf of a third party arising out of any act, +
-omission or default committed by you or on your behalf (save for any such +
-act or default which arises as a result of our default) in connection with:+
 (i) their employment, loss of employment or non-employment;​ or (i) their employment, loss of employment or non-employment;​ or
-(ii) your provision of, or failure to provide, Contract Work or other legal + 
-services or other information to any person or organisation;​ or+(ii) your provision of, or failure to provide, Contract Work or other legal services or other information to any person or organisation;​ or 
 (iii) your failure to comply with any legislation. (iii) your failure to comply with any legislation.
 +
 Expenses not covered by the indemnity Expenses not covered by the indemnity
-19.2 For the avoidance of doubt, but without prejudice to our rights to reclaim + 
-Reasonable Costs under Clause 14.21, we are not entitled to an indemnity in +19.2 For the avoidance of doubt, but without prejudice to our rights to reclaim Reasonable Costs under Clause 14.21, we are not entitled to an indemnity in respect of administrative costs incurred in following procedures prescribed by this Contract. 
-respect of administrative costs incurred in following procedures prescribed by this + 
-Contract. +19.3 If any third party makes a claim against or notifies an intention to make a claim against us or if other circumstances arise which we may reasonably consider as being likely to give rise to a liability under the indemnity in Clause 19.1, we will: 
-19.3 If any third party makes a claim against or notifies an intention to make a claim + 
-against us or if other circumstances arise which we may reasonably consider as +(a) as soon as reasonably practicable give written notice of that matter or those circumstances to you, specifying in reasonable detail the nature of the relevant claim; 
-being likely to give rise to a liability under the indemnity in Clause 19.1, we will: + 
-(a) as soon as reasonably practicable give written notice of that matter or those +(b) (if so requested by you and at your expense and if we are properly able to do so) give you copies of any relevant information within our power or control; and 
-circumstances to you, specifying in reasonable detail the nature of the + 
-relevant claim; +(c) take reasonable account of any suggestions made by you in relation to the relevant claim. 
-(b) (if so requested by you and at your expense and if we are properly able to +20. Giving notices Giving notices 
-do so) give you copies of any relevant information within our power or +20.1 Subject to Clause 20.8, any notice required or authorised by this Contract to be given by either party to the other must be in writing and be: 
-control; and + 
-(c) take reasonable account of any suggestions made by you in relation to the +(a) delivered personally to the designated postal address referred to in Clause 20.4; or 
-relevant claim. +
-February 2017 +
-6120. +
-Giving notices +
-Giving notices +
-20.1 +
-20.2 +
-Subject to Clause 20.8, any notice required or authorised by this Contract to be +
-given by either party to the other must be in writing and be: +
-(a) delivered personally to the designated postal address referred to in Clause +
-20.4; or+
 (b) sent by fax to the designated fax number referred to in Clause 20.4; or (b) sent by fax to the designated fax number referred to in Clause 20.4; or
 +
 (c) sent by email to the designated email address referred to in Clause 20.4; or (c) sent by email to the designated email address referred to in Clause 20.4; or
-(d) sent by DX, by pre-paid first-class post, recorded delivery or registered post + 
-in each case to the designated addresses referred to in Clause 20.4. +(d) sent by DX, by pre-paid first-class post, recorded delivery or registered post in each case to the designated addresses referred to in Clause 20.4. 
-Subject to Clause 20.8, any notice given in accordance with this Contract is + 
-deemed to have been received:+20.2 Subject to Clause 20.8, any notice given in accordance with this Contract is deemed to have been received: 
 (a) if delivered personally, at the time of delivery; (a) if delivered personally, at the time of delivery;
 +
 (b) in the case of fax or email, at the time of transmission;​ (b) in the case of fax or email, at the time of transmission;​
-(c) in the case of DX, pre-paid first-class post, recorded delivery or registered + 
-post, 48 hours from the date of posting, +(c) in the case of DX, pre-paid first-class post, recorded delivery or registered post, 48 hours from the date of posting, 
-provided that such notice is given in accordance with Clause 20.1 and if deemed + 
-receipt under this Clause would otherwise occur after 5pm on a Business Day or +provided that such notice is given in accordance with Clause 20.1 and if deemed receipt under this Clause would otherwise occur after 5pm on a Business Day or at any time on a day that is not a Business Day, deemed receipt will instead be at 9am on the next Business Day. 
-at any time on a day that is not a Business Day, deemed receipt will instead be at + 
-9am on the next Business Day. +20.3 To prove that any notice has been given it is sufficient to show that such notice is given in accordance with Clause 20.1 and: 
-20.3 + 
-20.4 +(a) for personal delivery, for the person who delivered it, to confirm in writing when and where they did so; 
-To prove that any notice has been given it is sufficient to show that such notice is + 
-given in accordance with Clause 20.1 and: +(b) if sent by fax, to show that it was transmitted to the other party’s designated fax number; 
-(a) for personal delivery, for the person who delivered it, to confirm in writing + 
-when and where they did so; +(c) if sent by email, to show that it was sent to the other party’s designated email address; 
-(b) if sent by fax, to show that it was transmitted to the other party’s designated + 
-fax number; +(d) if sent by DX, for a person with knowledge to confirm in writing when and how it was done and that it bore the correct name and designated DX number; or 
-(c) if sent by email, to show that it was sent to the other party’s designated + 
-email address; +(e) if sent by prepaid first-class post, recorded delivery or registered post, for a person with knowledge to confirm in writing when and how it was done and that it was correctly addressed to the designated postal address. 
-(d) if sent by DX, for a person with knowledge to confirm in writing when and + 
-how it was done and that it bore the correct name and designated DX +20.4 For the purposes of this Clause 20: 
-number; or + 
-(e) if sent by prepaid first-class post, recorded delivery or registered post, for a +(a) your designated fax number, designated email address, designated DX number and designated postal address are as specified in your Contract for Signature; and 
-person with knowledge to confirm in writing when and how it was done and +(b) our designated fax number, designated email address, designated DX number and designated postal address are as specified in your Contract for Signature. 
-that it was correctly addressed to the designated postal address. +
-For the purposes of this Clause 20: +
-(a) +
-February 2017 +
-your designated fax number, designated email address, designated DX +
-number and designated postal address are as specified in your Contract for +
-Signature; and +
-62(b) +
-our designated fax number, designated email address, designated DX +
-number and designated postal address are as specified in your Contract for +
-Signature.+
 Form of notices Form of notices
-20.5 + 
-We may at any time specify the form and content of notices to be given by either +20.5 We may at any time specify the form and content of notices to be given by either party to the other. 
-party to the other.+
 Notice given in the wrong form or given wrongly Notice given in the wrong form or given wrongly
-20.6 + 
-Any notice (or purported notice) given by either party to the other which is not in +20.6 Any notice (or purported notice) given by either party to the other which is not in (or given in) the medium, form or manner required by this Contract is invalid unless the party receiving it elects, in writing, to treat it as valid. 
-(or given in) the medium, form or manner required by this Contract is invalid +
-unless the party receiving it elects, in writing, to treat it as valid.+
 Notices and time periods Notices and time periods
-20.7 + 
-If a notice specifies that it takes effect on a date before any required notice period +20.7 If a notice specifies that it takes effect on a date before any required notice period has expired, the notice remains valid but does not come into effect until the expiry of the required notice period. 
-has expired, the notice remains valid but does not come into effect until the expiry +
-of the required notice period.+
 Notices of Contract amendment Notices of Contract amendment
-20.8 + 
-Subject always to Clause 13, except for any bespoke amendments (that do not +20.8 Subject always to Clause 13, except for any bespoke amendments (that do not affect any Provider other than you), if we amend any Contract Documents we will give you notice of the fact of the amendment in accordance with Clause 20.1 and we may place the amendment on our website. 
-affect any Provider other than you), if we amend any Contract Documents we will +
-give you notice of the fact of the amendment in accordance with Clause 20.1 and +
-we may place the amendment on our website.+
 Service of legal proceedings Service of legal proceedings
-20.9 + 
-You may only serve us with legal proceedings in accordance with Clause 28.10. +20.9 You may only serve us with legal proceedings in accordance with Clause 28.10. 
-February 2017 +21. Things you must tell us about 
-6321. + 
-Things you must tell us about +Changes which affect your response to the Rejection Criteria in the Invitation To Tender Documents 
-Changes which affect your response to the Rejection Criteria in the Invitation To + 
-Tender Documents +21.1 Without prejudice to any other obligations in this Contract you must immediately notify us of any event which changes your response to the Rejection Criteria in the Invitation To Tender Documents. Any such event shall be deemed to be a Qualifying Event. 
-21.1 +
-Without prejudice to any other obligations in this Contract you must immediately +
-notify us of any event which changes your response to the Rejection Criteria in +
-the Invitation To Tender Documents. Any such event shall be deemed to be a +
-Qualifying Event.+
 Material constitutional changes Material constitutional changes
-21.2 + 
-You must notify us as soon as reasonably practicable if you become a Licensed +21.2 You must notify us as soon as reasonably practicable if you become a Licensed Body and/or become aware of any anticipated material constitutional change, which will or might affect you. At a minimum, you must notify us on, or within 14 days of, any material constitutional change that affects or might affect you. Without limitation, examples of material constitutional change are: 
-Body and/or become aware of any anticipated material constitutional change, + 
-which will or might affect you. At a minimum, you must notify us on, or within 14 +(a) where you are an unincorporated Not For Profit Organisation,​ any change (including any change of chairman or treasurer or any change of 75% or more of the membership since this Contract came into force) in the composition of your management committee; 
-days of, any material constitutional change that affects or might affect you. +
-Without limitation, examples of material constitutional change are: +
-(a) where you are an unincorporated Not For Profit Organisation,​ any change +
-(including any change of chairman or treasurer or any change of 75% or +
-more of the membership since this Contract came into force) in the +
-composition of your management committee;+
 (b) if you are a sole principal (sole trader), any creation of a partnership;​ (b) if you are a sole principal (sole trader), any creation of a partnership;​
-(c) any change in, or any changes which in aggregate result in, the identity of + 
-more than one third in number of: +(c) any change in, or any changes which in aggregate result in, the identity of more than one third in number of: 
-(i) the persons comprising your partnership + 
-(ii) the individual Members of LLPs of your limited liability +(i) 
-partnership;​ or +the persons comprising your partnership 
-(iii) the individual directors of your company;+(ii) 
 +the individual Members of LLPs of your limited liability partnership;​ or 
 +(iii) 
 +the individual directors of your company; 
 (d) any change in your legal status; and (d) any change in your legal status; and
 +
 (e) any intended sale, merger, acquisition,​ or transfer of, or by, you. (e) any intended sale, merger, acquisition,​ or transfer of, or by, you.
 +
 Material constitutional changes are classed as Qualifying Events. Material constitutional changes are classed as Qualifying Events.
 +
 Constitutional statements Constitutional statements
-21.3 + 
-Without prejudice to the generality of your obligations under Clause 21.1 and 21.2, +21.3 Without prejudice to the generality of your obligations under Clause 21.1 and 21.2, whenever reasonably required by us, you must complete, sign and submit to us, by such date as we may specify, a “constitutional statement form”. This may require details of any material constitutional changes specified as examples in Clause 21 that have occurred (with the dates they occurred) and of any novation pursuant to Clause 22 and such other, similar information as we may require. 
-whenever reasonably required by us, you must complete, sign and submit to us, +
-by such date as we may specify, a “constitutional statement form”. This may +
-require details of any material constitutional changes specified as examples in +
-Clause 21 that have occurred (with the dates they occurred) and of any novation +
-pursuant to Clause 22 and such other, similar information as we may require.+
 Partnerships Partnerships
-21.4 + 
-If you are a partnership (and not a limited liability partnership) you must also +21.4 If you are a partnership (and not a limited liability partnership) you must also notify us: 
-notify us: + 
-(a) +(a) immediately in the event of the service of a notice dissolving or purporting to dissolve the partnership;​ 
-February 2017 +(b) immediately if an application is made to the court or an arbitrator for the dissolution of the partnership under the Partnership Act 1890; 
-immediately in the event of the service of a notice dissolving or purporting + 
-to dissolve the partnership;​ +(c) immediately on any dissolution of the partnership which requires or results in a winding up of its affairs; 
-64(b) immediately if an application is made to the court or an arbitrator for the + 
-dissolution of the partnership under the Partnership Act 1890; +(d) immediately if circumstances have arisen in which the partnership may be wound up as an unregistered company under the Insolvency Act 1986 (as applied by the Insolvent Partnerships Order 1994); 
-(c) immediately on any dissolution of the partnership which requires or results + 
-in a winding up of its affairs; +(e) immediately on the appointment of a receiver, manager or administrator in respect of the partnership;​ or 
-(d) immediately if circumstances have arisen in which the partnership may be + 
-wound up as an unregistered company under the Insolvency Act 1986 (as +(f) immediately if you are unable to pay your debts within the meaning of sections 222-224 of the Insolvency Act 1986 (as applied by the Insolvent Partnerships Order 1994), 
-applied by the Insolvent Partnerships Order 1994); +
-(e) immediately on the appointment of a receiver, manager or administrator in +
-respect of the partnership;​ or +
-(f) immediately if you are unable to pay your debts within the meaning of +
-sections 222-224 of the Insolvency Act 1986 (as applied by the Insolvent +
-Partnerships Order 1994),+
 or if any similar event occurs under the law of any other jurisdiction. or if any similar event occurs under the law of any other jurisdiction.
 +
 LLP or a company LLP or a company
-21.5 + 
-If you are a limited liability partnership or a company, you must also notify us: +21.5 If you are a limited liability partnership or a company, you must also notify us: 
-(a) before or within fourteen days of (where you are a company) any change in + 
-your shareholders or (where you are a limited liability partnership) any +(a) before or within fourteen days of (where you are a company) any change in your shareholders or (where you are a limited liability partnership) any change in your members, which has, or may have, a material direct or indirect bearing on the performance of Contract Work; 
-change in your members, which has, or may have, a material direct or + 
-indirect bearing on the performance of Contract Work; +(b) immediately if you propose or determine or pass a resolution or the court makes an order, that you or your Parent Undertaking be wound up; 
-(b) immediately if you propose or determine or pass a resolution or the court + 
-makes an order, that you or your Parent Undertaking be wound up; +(c) immediately if a receiver, manager or administrator is appointed for you or your Parent Undertaking;​ 
-(c) immediately if a receiver, manager or administrator is appointed for you or + 
-your Parent Undertaking;​ +(d) immediately if circumstances arise which might entitle a creditor, the directors, the company, or the limited liability partnership (as appropriate) or a court to appoint a receiver, manager or administrator for you or your Parent Undertaking;​ 
-(d) immediately if circumstances arise which might entitle a creditor, the + 
-directors, the company, or the limited liability partnership (as appropriate) +(e) immediately if circumstances have arisen in which you or your Parent Undertaking may be wound up; 
-or a court to appoint a receiver, manager or administrator for you or your + 
-Parent Undertaking;​ +(f) immediately if you or your Parent Undertaking are unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986; 
-(e) immediately if circumstances have arisen in which you or your Parent + 
-Undertaking may be wound up; +(g) immediately if a Change of Control occurs in relation to you or your Parent Undertaking and any such event shall be a Qualifying Event; or 
-(f) immediately if you or your Parent Undertaking are unable to pay your debts + 
-within the meaning of section 123 of the Insolvency Act 1986; +(h) immediately where any change in your shareholding results in a change in, or any changes which in aggregate result in: 
-(g) immediately if a Change of Control occurs in relation to you or your Parent + 
-Undertaking and any such event shall be a Qualifying Event; or +(i) the identity of more than one third in the number of the individual shareholders;​ or 
-(h) immediately where any change in your shareholding results in a change in, + 
-or any changes which in aggregate result in: +(ii) ownership of more than one third of the number of shares since you submitted the Tender Documents,​ 
-February 2017 +or if any similar event occurs under the law of any other jurisdiction and any such event shall be a Qualifying Event. 
-(i) the identity of more than one third in the number of the individual +
-shareholders;​ or +
-(ii) ownership of more than one third of the number of shares since you +
-submitted the Tender Documents,​ +
-65or if any similar event occurs under the law of any other jurisdiction and any such +
-event shall be a Qualifying Event.+
 Notification of interventions Notification of interventions
-21.6 You must notify us immediately if there is an intervention by any Relevant + 
-Professional Body (or by any other organisation that may lawfully do so) that has +21.6 You must notify us immediately if there is an intervention by any Relevant Professional Body (or by any other organisation that may lawfully do so) that has the effect of preventing you from carrying out Contract Work. 
-the effect of preventing you from carrying out Contract Work. + 
-21.7 You must notify us immediately if there is an intervention by any Relevant +21.7 You must notify us immediately if there is an intervention by any Relevant Professional Body (or by any other organisation that may lawfully do so) into the practice of your personnel. 
-Professional Body (or by any other organisation that may lawfully do so) into the +
-practice of your personnel.+
 Notification of voluntary arrangements,​ insolvencies Notification of voluntary arrangements,​ insolvencies
-21.8 + 
-You must notify us immediately if: +21.8 You must notify us immediately if: 
-(a) any proceedings for the recovery of debt are commenced against you and + 
-you do not intend to enter a defence to and/or pay the full amount claimed; +(a) any proceedings for the recovery of debt are commenced against you and you do not intend to enter a defence to and/or pay the full amount claimed; 
-(b) you become aware that you have been registered on the General Council of + 
-the Bar’s “Withdrawal of Credit Scheme”;​ +(b) you become aware that you have been registered on the General Council of the Bar’s “Withdrawal of Credit Scheme”; 
-(c) you intend to make any composition with your creditors, or to seek a + 
-voluntary arrangement under insolvency, or other, legislation,​ or if any of +(c) you intend to make any composition with your creditors, or to seek a voluntary arrangement under insolvency, or other, legislation,​ or if any of your partners, Members of LLPs or directors intends to do so (or, if you were unaware of their intention, have done so) and for the avoidance of doubt this shall include but not be limited to any Individual Voluntary Arrangements (IVAs), Company Voluntary Arrangements (CVAs) or Debt Relief Orders (DROs); 
-your partners, Members of LLPs or directors intends to do so (or, if you were + 
-unaware of their intention, have done so) and for the avoidance of doubt this +(d) any insolvency proceedings concerning you or any of your partners, Members of LLPs or directors are commenced; 
-shall include but not be limited to any Individual Voluntary Arrangements +
-(IVAs), Company Voluntary Arrangements (CVAs) or Debt Relief Orders +
-(DROs); +
-(d) any insolvency proceedings concerning you or any of your partners, +
-Members of LLPs or directors are commenced;+
 (e) a receiver or liquidator is appointed in respect of your business; or (e) a receiver or liquidator is appointed in respect of your business; or
-(f) you become aware that any of the events in (a) to (e) above is imminent, + 
-or if any similar event occurs under the law of any other jurisdiction.+(f) you become aware that any of the events in (a) to (e) above is imminent, or if any similar event occurs under the law of any other jurisdiction.
 Changes in your capacity to perform Contract Work Changes in your capacity to perform Contract Work
-21.9 Without limiting your obligations under this Contract, you must notify us within 21 + 
-days of any significant changes in your personnel deployed in Contract Work and +21.9 Without limiting your obligations under this Contract, you must notify us within 21 days of any significant changes in your personnel deployed in Contract Work and of any other changes affecting you such as might reasonably be expected significantly to affect your ability to perform Contract Work. 
-of any other changes affecting you such as might reasonably be expected + 
-significantly to affect your ability to perform Contract Work. +21.10 You must notify us within 21 days if you are unable to, or you anticipate that you will be unable to comply with your obligations in Clause 7.16. 
-21.10 You must notify us within 21 days if you are unable to, or you anticipate that you +
-will be unable to comply with your obligations in Clause 7.16.+
 Proposing changes which may impact on your obligations under this Contract Proposing changes which may impact on your obligations under this Contract
-21.11 + 
-Without prejudice to your obligations under this Contract at Clauses 13.13 to +21.11 Without prejudice to your obligations under this Contract at Clauses 13.13 to 13.15, you must notify us of any change you propose to make which may impact your obligations under this Contract, including the following (which is not an exhaustive list): 
-13.15, you must notify us of any change you propose to make which may impact +(a) any change to any information you have provided to us (including information which you provided in seeking to become a Provider or to secure an authorisation to perform Contract Work) that we have notified you is material or which you consider is material; 
-your obligations under this Contract, including the following (which is not an + 
-exhaustive list): +(b) any change to the manner in which you perform Contract Work (including material alterations to your management systems); 
-February 2017 +
-66(a) any change to any information you have provided to us (including +
-information which you provided in seeking to become a Provider or to secure +
-an authorisation to perform Contract Work) that we have notified you is +
-material or which you consider is material; +
-(b) any change to the manner in which you perform Contract Work (including +
-material alterations to your management systems);+
 (c) the closure or planned closure of any Office; (c) the closure or planned closure of any Office;
-(d) any decision on your part to reduce or cease to carry out any Contract Work + 
-set out in any Schedule (temporarily or permanently);​+(d) any decision on your part to reduce or cease to carry out any Contract Work set out in any Schedule (temporarily or permanently);​ 
 (e) any change in the identity of any of your Supervisors;​ (e) any change in the identity of any of your Supervisors;​
-(f) any move or planned move from an existing Office to any new location from + 
-which Contract Work will be provided; +(f) any move or planned move from an existing Office to any new location from which Contract Work will be provided; 
-(g) any decision to stop (temporarily or permanently) providing Duty Solicitor + 
-services;+(g) any decision to stop (temporarily or permanently) providing Duty Solicitor services; 
 (h) any change in your management or the management of any Office; or (h) any change in your management or the management of any Office; or
-(i) any change which would result in you being unable to comply with Clause + 
-7.13.+(i) any change which would result in you being unable to comply with Clause 7.13. 
 Professional disciplinary proceedings Professional disciplinary proceedings
-21.12 + 
-You must notify us immediately if you become aware of (and provide details) of +21.12 You must notify us immediately if you become aware of (and provide details) of any professional disciplinary proceedings brought by any Relevant Professional Body concerning any of your personnel and must notify us of the outcome of them. 
-any professional disciplinary proceedings brought by any Relevant Professional +
-Body concerning any of your personnel and must notify us of the outcome of them.+
 Prosecutions and convictions Prosecutions and convictions
-21.13 + 
-You must notify us as soon as reasonably practicable if you, or any of your +21.13 You must notify us as soon as reasonably practicable if you, or any of your personnel or any third party appointed pursuant to Clause 3, partners, Members of LLPs, trustees or directors is charged with an offence punishable by imprisonment and if you, or they, are convicted of such an offence. 
-personnel or any third party appointed pursuant to Clause 3, partners, Members +
-of LLPs, trustees or directors is charged with an offence punishable by +
-imprisonment and if you, or they, are convicted of such an offence.+
 Events which entitle us to terminate or to apply a Sanction Events which entitle us to terminate or to apply a Sanction
-21.14 + 
-You must notify us immediately (and provide details) if you become aware of any +21.14 You must notify us immediately (and provide details) if you become aware of any event which would entitle us to terminate this Contract and/or to apply a Sanction. 
-event which would entitle us to terminate this Contract and/or to apply a Sanction.+
 Information provided to us Information provided to us
-21.15 + 
-You must notify us if there are any circumstances which have arisen following the +21.15 You must notify us if there are any circumstances which have arisen following the Contract Start Date which materially affect the truth and accuracy of information referred to in Clauses 18.1(a) and (b). 
-Contract Start Date which materially affect the truth and accuracy of information +
-referred to in Clauses 18.1(a) and (b).+
 Remainder Work Remainder Work
-21.16 + 
-You must notify us if you are unable to perform Remainder Work in accordance +21.16 You must notify us if you are unable to perform Remainder Work in accordance with the Contract. 
-with the Contract.+
 Change of any Relevant Professional Body Change of any Relevant Professional Body
-21.17 + 
-You must notify us if you change any Relevant Professional Body. +21.17 You must notify us if you change any Relevant Professional Body. 
-February 2017 +Failure ​to Notify 
-67Failure ​to Notify + 
-21.18 +21.18 Any material breach by you of any of the provisions in this Clause 21 will be deemed to be a Fundamental Breach. 
-Any material breach by you of any of the provisions in this Clause 21 will be +22. Novations and Qualifying Events Sole principals and partnerships - novations 
-deemed to be a Fundamental Breach. +22.1 Subject to Clause 22.3, if you are a partnership and you take any person into partnership (or any person ceases to be a partner of yours) this Contract is novated, on the date of that event, in favour of the partnership (or principal) as constituted on that date, on the terms set out in Clause 22.4. This Clause 22.1 constitutes your and our express consent to such novation. Any such novation is confirmed by any subsequent submission by you of a Contract Report Form and any subsequent payment by us under this Contract. 
-February 2017 + 
-6822. +22.2 Subject to Clause 22.3, if a competent court or tribunal does not accept ​  ​Clause 
-Novations and Qualifying Events +22.1 as novating this Contract, it will be novated pursuant to this Clause 22.2. The novation will be on the terms set out in Clause 22.4 and will be, and will take effect, in favour of the partnership (or principal) as constituted on the earliest of the following dates accepted by such competent court or tribunal: 
-Sole principals and partnerships - novations +
-22.1 Subject to Clause 22.3, if you are a partnership and you take any person into +
-partnership (or any person ceases to be a partner of yours) this Contract is +
-novated, on the date of that event, in favour of the partnership (or principal) as +
-constituted on that date, on the terms set out in Clause 22.4. This Clause 22.1 +
-constitutes your and our express consent to such novation. Any such novation is +
-confirmed by any subsequent submission by you of a Contract Report Form and +
-any subsequent payment by us under this Contract. +
-22.2 Subject to Clause 22.3, if a competent court or tribunal does not accept Clause +
-22.1 as novating this Contract, it will be novated pursuant to this Clause 22.2. The +
-novation will be on the terms set out in Clause 22.4 and will be, and will take +
-effect, in favour of the partnership (or principal) as constituted on the earliest of +
-the following dates accepted by such competent court or tribunal:+
 (a) the date we receive a subsequent Contract Report Form from you; (a) the date we receive a subsequent Contract Report Form from you;
 +
 (b) the date we make a subsequent payment to you under this Contract; or (b) the date we make a subsequent payment to you under this Contract; or
-(c) the date of a properly completed, “constitutional statement form” received + 
-by us from you.+(c) the date of a properly completed, “constitutional statement form” received by us from you. 
 Constitutional changes in Clause 21.2(b), (c)(i), (d) or (e) Constitutional changes in Clause 21.2(b), (c)(i), (d) or (e)
-22.3 + 
-If any of the events specified in Clause 21.2(b), (c)(i), (d) or (e) has occurred, +22.3 If any of the events specified in Clause 21.2(b), (c)(i), (d) or (e) has occurred, this Contract will not be novated under Clauses 22.1 or 22.2 and is incapable of being novated without our signed, express consent. 
-this Contract will not be novated under Clauses 22.1 or 22.2 and is incapable of +
-being novated without our signed, express consent.+
 Sole principals and partnerships - terms of any novation Sole principals and partnerships - terms of any novation
-22.4 + 
-Any novation under Clauses 22.1 or 22.2 is on the following terms (with “old firm” +22.4 Any novation under Clauses 22.1 or 22.2 is on the following terms (with “old firm” meaning “you” immediately before the novation and “new firm” meaning “you” immediately after the novation): 
-meaning “you” immediately before the novation and “new firm” meaning “you” + 
-immediately after the novation):​ +(a) the new firm, by virtue of the novation, undertakes to comply with this Contract in substitution for the old firm and undertakes to be bound by it in every way as if it had been an original party to it; 
-(a) the new firm, by virtue of the novation, undertakes to comply with this + 
-Contract in substitution for the old firm and undertakes to be bound by it in +(b) any partners (or principal) of the old firm are released from liabilities arising under this Contract after the novation, except those arising in relation to the period when the old firm was a party to this Contract and, if they remain in the new firm as principal or a partner, except so far as they may arise as a principal or partner of the new firm; 
-every way as if it had been an original party to it; + 
-(b) any partners (or principal) of the old firm are released from liabilities arising +(c) nothing in this Contract will affect or prejudice any claim or demand that we may have against the old firm or the old firm may have against us relating to matters arising before the novation; 
-under this Contract after the novation, except those arising in relation to the + 
-period when the old firm was a party to this Contract and, if they remain in +(d) all payments due from us under this Contract after the novation will be paid to the new firm; 
-the new firm as principal or a partner, except so far as they may arise as a + 
-principal or partner of the new firm; +(e) the new firm is liable for any debt or obligation which arose under this Contract before the novation and the old firm remains liable for any debt or obligation provided that we may not recover the same debt from both the old firm and the new firm; 
-(c) nothing in this Contract will affect or prejudice any claim or demand that we +(f) without prejudice to the generality of Clauses 22.4(c) and 22.4(e), the new firm will be liable for all monies due to us (whether that liability will have accrued before or after the novation) under the account set up by us in respect of this Contract and, for the avoidance of doubt, the new firm, by virtue of the novation, acknowledges that: 
-may have against the old firm or the old firm may have against us relating + 
-to matters arising before the novation; +(i) your account will be treated and run as a single running account as if the old firm and the new firm had been a single firm; and 
-(d) all payments due from us under this Contract after the novation will be paid + 
-to the new firm; +(ii) we may exercise any right to set off against the new firm under the provisions of Clause 14.14 in respect of any sums due under Clause 22.4(e) or this Clause 22.4(f); 
-(e) the new firm is liable for any debt or obligation which arose under this + 
-Contract before the novation and the old firm remains liable for any debt or +(g) in applying any provision of this Contract after the novation, any acts and omissions of the old firm will, for all purposes, be deemed to be acts or omissions of the new firm; 
-obligation provided that we may not recover the same debt from both the + 
-old firm and the new firm; +(h) any notice, direction, Assessment, decision, Audit, status or finding relating to the old firm has effect, after the novation, as if it had been in relation to the new firm; 
-February 2017 + 
-69(f) +(i) any right or power (whether of termination or otherwise) under this Contract which was exercisable by us against the old firm by reference to any matter arising before the novation will be exercisable against the new firm after the novation; and 
-without prejudice to the generality of Clauses 22.4(c) and 22.4(e), the new + 
-firm will be liable for all monies due to us (whether that liability will have +(j) where, by virtue of any provision of this Clause 22, the old firm and the new firm are liable in respect of the same debt or obligation, the members of the old firm and the members of the new firm are jointly and severally liable for that debt or obligation. 
-accrued before or after the novation) under the account set up by us in + 
-respect of this Contract and, for the avoidance of doubt, the new firm, by +22.5 Notwithstanding the novation of this Contract pursuant to Clause 22.1 or 22.2, we may at any time require the partners for the time being comprising the partnership (or the principal) to enter into a formal novation agreement with us on such terms as we may reasonably require. 
-virtue of the novation, acknowledges that: + 
-(i) your account will be treated and run as a single running account as if +22.6 If any of the events specified in Clause 21.2, (b), (c)(i), (d) or (e) has occurred, we may agree to enter into a signed, express novation agreement with the new organisation on such terms as we may reasonably specify and within such period as we may specify. For the avoidance of doubt: 
-the old firm and the new firm had been a single firm; and +
-(ii) we may exercise any right to set off against the new firm under the +
-provisions of Clause 14.14 in respect of any sums due under Clause +
-22.4(e) or this Clause 22.4(f); +
-(g) in applying any provision of this Contract after the novation, any acts and +
-omissions of the old firm will, for all purposes, be deemed to be acts or +
-omissions of the new firm; +
-(h) any notice, direction, Assessment, decision, Audit, status or finding relating +
-to the old firm has effect, after the novation, as if it had been in relation to +
-the new firm; +
-(i) any right or power (whether of termination or otherwise) under this Contract +
-which was exercisable by us against the old firm by reference to any matter +
-arising before the novation will be exercisable against the new firm after the +
-novation; and +
-(j) where, by virtue of any provision of this Clause 22, the old firm and the new +
-firm are liable in respect of the same debt or obligation, the members of the +
-old firm and the members of the new firm are jointly and severally liable for +
-that debt or obligation. +
-22.5 Notwithstanding the novation of this Contract pursuant to Clause 22.1 or 22.2, we +
-may at any time require the partners for the time being comprising the partnership +
-(or the principal) to enter into a formal novation agreement with us on such terms +
-as we may reasonably require. +
-22.6 If any of the events specified in Clause 21.2, (b), (c)(i), (d) or (e) has occurred, +
-we may agree to enter into a signed, express novation agreement with the new +
-organisation on such terms as we may reasonably specify and within such period +
-as we may specify. For the avoidance of doubt:+
 (a) we have no obligation to enter into such a novation agreement; and (a) we have no obligation to enter into such a novation agreement; and
-(b) if no novation agreement is in force within such period as we have specified, + 
-this Contract will have ended on the date of the constitutional change. +(b) if no novation agreement is in force within such period as we have specified, this Contract will have ended on the date of the constitutional change. 
-22.7 We will not agree to enter into a novation agreement under Clause 22.6 if we have + 
-issued a notice terminating this Contract (whether or not the notice has yet come +22.7 We will not agree to enter into a novation agreement under Clause 22.6 if we have issued a notice terminating this Contract (whether or not the notice has yet come into effect) or if we consider that either we, Clients, public funds, or the market for legal services would be adversely affected, or if the efficacy of this Contract, any of its provisions or its purpose would be compromised. 
-into effect) or if we consider that either we, Clients, public funds, or the market + 
-for legal services would be adversely affected, or if the efficacy of this Contract, +22.8 We will not agree to enter into a novation agreement where we have conducted an assessment under Clause 22.12 and you fail the Rejection Criteria. 
-any of its provisions or its purpose would be compromised. + 
-22.8 We will not agree to enter into a novation agreement where we have conducted +22.9 We will not agree to enter into a novation agreement where you have not provided indemnities and guarantees pursuant to Clause 4. 
-an assessment under Clause 22.12 and you fail the Rejection Criteria. +22.10 For the avoidance of doubt, save to the extent permitted under this Clause 22 and subject to Clause 3, you are not entitled to assign, transfer, mortgage, charge, declare a trust over or deal in any other manner with your rights and obligations under this Contract. 
-22.9 We will not agree to enter into a novation agreement where you have not provided +
-indemnities and guarantees pursuant to Clause 4. +
-February 2017 +
-7022.10 +
-For the avoidance of doubt, save to the extent permitted under this Clause 22 and +
-subject to Clause 3, you are not entitled to assign, transfer, mortgage, charge, +
-declare a trust over or deal in any other manner with your rights and obligations +
-under this Contract.+
 Qualifying Events Qualifying Events
-22.11 Where a Qualifying Event occurs we will require you to submit up to date responses + 
-to the Rejection Criteria taking account of the changes. You must provide a revised +22.11 Where a Qualifying Event occurs we will require you to submit up to date responses to the Rejection Criteria taking account of the changes. You must provide a revised response within 14 days of our request. Any failure to respond shall be a Fundamental Breach. 
-response within 14 days of our request. Any failure to respond shall be a + 
-Fundamental Breach. +22.12 We shall assess your response to the Rejection Criteria and where we determine that you fail the Rejection Criteria we may terminate your Contract under the provisions in Clause 25. 
-22.12 We shall assess your response to the Rejection Criteria and where we determine +23. Bribery, collusion, false tenders, fraud and unethical behaviour No bribery or collusion 
-that you fail the Rejection Criteria we may terminate your Contract under the +23.1 You and your personnel (including any third parties you appoint in accordance with Clause 3) must do the following: 
-provisions in Clause 25. +
-February 2017 +
-7123. +
-Bribery, collusion, false tenders, fraud and unethical behaviour +
-No bribery or collusion +
-23.1 +
-You and your personnel (including any third parties you appoint in accordance with +
-Clause 3) must do the following:+
 (a) comply with Bribery Legislation;​ (a) comply with Bribery Legislation;​
 +
 (b) not commit a Prohibited Act; and (b) not commit a Prohibited Act; and
-(c) not try to bribe any of our personnel, or any person who may perform + 
-services for, or who is associated (in any way) with, us. +(c) not try to bribe any of our personnel, or any person who may perform services for, or who is associated (in any way) with, us. 
-23.2 When tendering, or applying for, a contract with us, or for authority to perform + 
-Contract Work or other work, (or for the purpose of, or with the intention of, doing +23.2 When tendering, or applying for, a contract with us, or for authority to perform Contract Work or other work, (or for the purpose of, or with the intention of, doing so) you must not collude with any other person or (for the avoidance of doubt) attempt to bribe them. 
-so) you must not collude with any other person or (for the avoidance of doubt) + 
-attempt to bribe them. +23.3 You must not attempt to bribe or bribe any prospective Client or Client or any person who is associated (in any way) with such prospective Client or Client. 
-23.3 You must not attempt to bribe or bribe any prospective Client or Client or any + 
-person who is associated (in any way) with such prospective Client or Client. +23.4 You must report to us any suspicion of any breach or alleged breach of any Bribery Legislation relating to this Contract, and co-operate with us and/or any regulator and/or prosecutor in any investigation relating to the same. Any material breach by you of this Clause 23.4 will be deemed to be a Fundamental Breach. 
-23.4 You must report to us any suspicion of any breach or alleged breach of any Bribery + 
-Legislation relating to this Contract, and co-operate with us and/or any regulator +23.5 You must take all reasonable steps, in accordance with Bribery Legislation,​ to prevent you or your personnel (including any third parties you appoint in accordance with Clause 3) from committing a Prohibited Act (including without limitation, complying with and enforcing any anti-bribery policies and procedures you have in place as appropriate). 
-and/or prosecutor in any investigation relating to the same. Any material breach +
-by you of this Clause 23.4 will be deemed to be a Fundamental Breach. +
-23.5 You must take all reasonable steps, in accordance with Bribery Legislation,​ to +
-prevent you or your personnel (including any third parties you appoint in +
-accordance with Clause 3) from committing a Prohibited Act (including without +
-limitation, complying with and enforcing any anti-bribery policies and procedures +
-you have in place as appropriate).+
 Fraud and unethical behaviour Fraud and unethical behaviour
-23.6 + 
-You must be alive to the possibility of fraud and unethical behaviour by your +23.6 You must be alive to the possibility of fraud and unethical behaviour by your personnel and by any third parties you appoint in accordance with Clause 3, must not tolerate it, and must have procedures to identify, address and counter it. 
-personnel and by any third parties you appoint in accordance with Clause 3, must +
-not tolerate it, and must have procedures to identify, address and counter it.+
 Breach of these Clauses Breach of these Clauses
-23.7 + 
-Any breach of Clauses 23.1, 23.2, 23.3 or 23.6 by you or by anyone employed, or +23.7 Any breach of Clauses 23.1, 23.2, 23.3 or 23.6 by you or by anyone employed, or otherwise appointed by you pursuant to Clause 3 (whether with or without your knowledge) is a Fundamental Breach. 
-otherwise appointed by you pursuant to Clause 3 (whether with or without your +24. Sanctions Applying Sanctions 
-knowledge) is a Fundamental Breach. +24.1 We may apply any Sanction: 
-February 2017 + 
-7224. +(a) if you have materially breached this Contract or any other agreement between you and us from time to time; 
-Sanctions + 
-Applying Sanctions +(b) if you have persistently breached this Contract or any other agreement between you and us from time to time (irrespective of the date on which we become aware of such breach). For the purpose of this Clause 24.1(b) persistent breach means: 
-24.1 +
-We may apply any Sanction: +
-(a) if you have materially breached this Contract or any other agreement +
-between you and us from time to time; +
-(b) if you have persistently breached this Contract or any other agreement +
-between you and us from time to time (irrespective of the date on which we +
-become aware of such breach). For the purpose of this Clause 24.1(b) +
-persistent breach means:+
 (i) 3 breaches of the same term within any 24 month period; or (i) 3 breaches of the same term within any 24 month period; or
 +
 (ii) 6 breaches of this Contract within any 24 month period, (ii) 6 breaches of this Contract within any 24 month period,
-and we shall not be required to provide you with written notice of each + 
-breach. +and we shall not be required to provide you with written notice of each breach. 
-(c) if we are entitled to suspend or terminate this Contract or any other + 
-agreement between you and us from time to time; or+(c) if we are entitled to suspend or terminate this Contract or any other agreement between you and us from time to time; or 
 (d) where any other term of this Contract states that we may apply a Sanction. (d) where any other term of this Contract states that we may apply a Sanction.
-24.2 If you fail to comply with any of your obligations under this Contract we may, + 
-without limiting our rights in respect of such failure (including under this Clause 24 +24.2 If you fail to comply with any of your obligations under this Contract we may, without limiting our rights in respect of such failure (including under this Clause 24 and Clause 25), notify you of such failure and set out in such notice the action that we require you to take to ensure that such failure is remedied and/or not repeated provided that such action shall be proportionate to the relevant failure. You will comply with the requirements of any notice we issue pursuant to this Clause 24.2. If you fail to comply with the requirements of any such notice, such failure shall be deemed to be a breach of a term for the purpose of Clauses 24.1(b)(i) and 24.1(b)(ii). 
-and Clause 25), notify you of such failure and set out in such notice the action that +
-we require you to take to ensure that such failure is remedied and/or not repeated +
-provided that such action shall be proportionate to the relevant failure. You will +
-comply with the requirements of any notice we issue pursuant to this Clause 24.2. +
-If you fail to comply with the requirements of any such notice, such failure shall +
-be deemed to be a breach of a term for the purpose of Clauses 24.1(b)(i) and +
-24.1(b)(ii).+
 24.3 In addition: 24.3 In addition:
-24.4 + 
-(a) we may apply any one or more of Sanctions 3, 4 and/or 7 if you are under +(a) we may apply any one or more of Sanctions 3, 4 and/or 7 if you are under Official Investigation;​ 
-Official Investigation;​ + 
-(b) we may apply Sanctions 3 and/or 4 if your financial situation is such that we +(b) we may apply Sanctions 3 and/or 4 if your financial situation is such that we reasonably consider there is a significant risk to Clients or to public funds; 
-reasonably consider there is a significant risk to Clients or to public funds; + 
-(c) we may apply Sanctions 5 and/or 7 if any individual who is engaged in +(c) we may apply Sanctions 5 and/or 7 if any individual who is engaged in Contract Work on your behalf and who is required to have a valid practising certificate under any Relevant Professional Body rules, ceases to have one; 
-Contract Work on your behalf and who is required to have a valid practising +
-certificate under any Relevant Professional Body rules, ceases to have one;+
 (d) we may apply Sanction 5 in the circumstances set out in Clause 24.9; and (d) we may apply Sanction 5 in the circumstances set out in Clause 24.9; and
 +
 (e) we may apply Sanction 6 in the circumstances set out in Clause 24.12. (e) we may apply Sanction 6 in the circumstances set out in Clause 24.12.
-The application of any Sanction is without prejudice to any other rights that we + 
-may have, but we will only apply a Sanction to the extent that it is proportionate +24.4 The application of any Sanction is without prejudice to any other rights that we may have, but we will only apply a Sanction to the extent that it is proportionate to the circumstances,​ having regard to any wider concern that we may have as to your capability as a result of the number and/or range of those breaches. 
-to the circumstances,​ having regard to any wider concern that we may have as to +Sanctions 
-your capability as a result of the number and/or range of those breaches. +
-February 2017 +
-73Sanctions+
 Sanction No. 1 - suspend types of Contract Work and Delegated Functions Sanction No. 1 - suspend types of Contract Work and Delegated Functions
-24.5 + 
-We may by written notice suspend your provision of Contract Work and/or +24.5 We may by written notice suspend your provision of Contract Work and/or Delegated Functions (in whole or in part) for the period specified in such notice and/or impose restrictions on the Contract Work that you may perform. 
-Delegated Functions (in whole or in part) for the period specified in such notice +
-and/or impose restrictions on the Contract Work that you may perform.+
 Sanction No. 2 - refuse to pay for specified Contract Work Sanction No. 2 - refuse to pay for specified Contract Work
-24.6 + 
-We may by written notice specify that you are not entitled to payment for, and we +24.6 We may by written notice specify that you are not entitled to payment for, and we will not pay you for, some or all of the Contract Work specified in the written notice for the period specified in such notice. 
-will not pay you for, some or all of the Contract Work specified in the written notice +
-for the period specified in such notice.+
 Sanction No. 3 - suspend payments Sanction No. 3 - suspend payments
-24.7 + 
-We may by written notice suspend some or all payments due from us to you under +24.7 We may by written notice suspend some or all payments due from us to you under this Contract for the period specified in such notice. 
-this Contract for the period specified in such notice.+
 Sanction No. 4 - suspend you from taking on any new Matters or cases Sanction No. 4 - suspend you from taking on any new Matters or cases
-24.8 + 
-We may by written notice prohibit you from starting, or place limitations upon your +24.8 We may by written notice prohibit you from starting, or place limitations upon your ability to start any new Matters or cases under this Contract for the period specified in such notice. 
-ability to start any new Matters or cases under this Contract for the period specified + 
-in such notice. +Sanction No. 5 - exclude individuals from being Supervisors or performing Contract Work 
-Sanction No. 5 - exclude individuals from being Supervisors or performing + 
-Contract Work +24.9 If any person who is performing or has performed Contract Work is, or has been: 
-24.9 +
-If any person who is performing or has performed Contract Work is, or has been:+
 (a) a cause of, or a subject of, an Official Investigation or Report; or (a) a cause of, or a subject of, an Official Investigation or Report; or
 +
 (b) a cause of a Sanction; or (b) a cause of a Sanction; or
 +
 (c) charged with, or convicted of, an imprisonable offence, (c) charged with, or convicted of, an imprisonable offence,
-we may, if we reasonably consider that such a step is necessary to protect Clients’ + 
-interests, to protect public funds or to protect us from material harm, prohibit the +we may, if we reasonably consider that such a step is necessary to protect Clients’ interests, to protect public funds or to protect us from material harm, prohibit the person concerned, for such period as we may reasonably specify, from: 
-person concerned, for such period as we may reasonably specify, from:+
 (i) being a Supervisor; and/or (i) being a Supervisor; and/or
-(ii) where the context requires, performing Contract Work or work in + 
-connection with Contract Work, +(ii) where the context requires, performing Contract Work or work in connection with Contract Work, 
-so that he or she can no longer supervise and/or perform any Contract Work or + 
-work in connection with Contract Work for you or any other Provider. +so that he or she can no longer supervise and/or perform any Contract Work or work in connection with Contract Work for you or any other Provider. 
-24.10 Clause 24.9 applies even if the relevant circumstances occurred before the person + 
-concerned became a member of your personnel. +24.10 Clause 24.9 applies even if the relevant circumstances occurred before the person concerned became a member of your personnel. 
-24.11 We will maintain and publish a list of individuals whom we have prohibited from + 
-being Supervisors of Contract Work or from performing Contract Work or work in +24.11 We will maintain and publish a list of individuals whom we have prohibited from being Supervisors of Contract Work or from performing Contract Work or work in connection with Contract Work. 
-connection with Contract Work.+
 Sanction No. 6 – suspend or remove your Rota allocation (if any) Sanction No. 6 – suspend or remove your Rota allocation (if any)
-February 2017 +24.12 If you persistently fail to comply with the requirements under this Contract relating to your Rota and/or Panel membership or Duty Slots (as specified in the Specification),​ we may by written notice suspend or remove your right to undertake Contract Work for the period specified in such notice. We may suspend or remove some or all of the Duty Slots allocated to you on the relevant Rota, and may do this in relation to one or more of the Rotas on which you are allocated Duty Slots. 
-7424.12 +
-If you persistently fail to comply with the requirements under this Contract relating +
-to your Rota and/or Panel membership or Duty Slots (as specified in the +
-Specification),​ we may by written notice suspend or remove your right to +
-undertake Contract Work for the period specified in such notice. We may suspend +
-or remove some or all of the Duty Slots allocated to you on the relevant Rota, and +
-may do this in relation to one or more of the Rotas on which you are allocated +
-Duty Slots.+
 Sanction No. 7 - suspend you from holding yourself out as a Provider Sanction No. 7 - suspend you from holding yourself out as a Provider
-24.13 + 
-We may serve a written notice on you suspending (with effect from such date as +24.13 We may serve a written notice on you suspending (with effect from such date as we may specify) your entitlement under this Contract to use Promotional Items and to hold yourself out, or to promote yourself, as a Provider, for the period specified in such notice. 
-we may specify) your entitlement under this Contract to use Promotional Items +
-and to hold yourself out, or to promote yourself, as a Provider, for the period +
-specified in such notice.+
 Sanction No. 8 – termination of this Contract Sanction No. 8 – termination of this Contract
-24.14 + 
-We may serve a written notice on you terminating this Contract on such date as +24.14 We may serve a written notice on you terminating this Contract on such date as we specify in such notice. In addition our right to terminate this Contract for a Fundamental Breach by you (together with additional rights of termination) is set out in Clause 25.4(a). 
-we specify in such notice. In addition our right to terminate this Contract for a +25. How this Contract can be ended Termination of the whole Contract by you 
-Fundamental Breach by you (together with additional rights of termination) is set +25.1 You may, at any time, serve not less than three months’ notice on us terminating this Contract in whole but not in part. For the avoidance of doubt, you are not entitled to terminate this Contract in part, however, your rights to propose amendments to this Contract are set out in Clauses 13.13 and 13.14. 
-out in Clause 25.4(a). + 
-February 2017 +25.2 If we amend the Contract pursuant to Clauses 13.2 to 13.7 you may any time before such amendment comes into effect serve notice on us terminating this Contract and any such termination will take effect on the day before the day on which the relevant amendment would otherwise come into effect. 
-7525. +
-How this Contract can be ended +
-Termination of the whole Contract by you +
-25.1 You may, at any time, serve not less than three months’ notice on us terminating +
-this Contract in whole but not in part. For the avoidance of doubt, you are not +
-entitled to terminate this Contract in part, however, your rights to propose +
-amendments to this Contract are set out in Clauses 13.13 and 13.14. +
-25.2 If we amend the Contract pursuant to Clauses 13.2 to 13.7 you may any time +
-before such amendment comes into effect serve notice on us terminating this +
-Contract and any such termination will take effect on the day before the day on +
-which the relevant amendment would otherwise come into effect.+
 Termination of the Contract by us Termination of the Contract by us
 +
 No fault termination No fault termination
-25.3 + 
-We may at any time serve not less than six months’ written notice on you +25.3 We may at any time serve not less than six months’ written notice on you terminating this Contract (on the date specified in the notice). 
-terminating this Contract (on the date specified in the notice).+
 Termination for breach Termination for breach
-25.4 + 
-For the avoidance of doubt and without limiting this Clause 25, our right to +25.4 For the avoidance of doubt and without limiting this Clause 25, our right to terminate this Contract in respect of your material or persistent breach is set out in Clause 24. In addition, we may serve a notice on you terminating this Contract on the date specified in the notice in any of the following circumstances:​ 
-terminate this Contract in respect of your material or persistent breach is set out +
-in Clause 24. In addition, we may serve a notice on you terminating this Contract +
-on the date specified in the notice in any of the following circumstances:​+
 (a) you have committed a Fundamental Breach; (a) you have committed a Fundamental Breach;
-(b) you have failed to meet a condition specified by us before the Contract Start + 
-Date and on which we granted this Contract; +(b) you have failed to meet a condition specified by us before the Contract Start Date and on which we granted this Contract; 
-(c) where following a Qualifying Event we conduct an assessment in accordance + 
-with Clause 22.12 and you fail the Rejection Criteria; +(c) where following a Qualifying Event we conduct an assessment in accordance with Clause 22.12 and you fail the Rejection Criteria; 
-(d) we receive a Report and reasonably consider that termination is required to + 
-protect Clients or us from possible serious harm or to protect public funds or +(d) we receive a Report and reasonably consider that termination is required to protect Clients or us from possible serious harm or to protect public funds or Clients’ interests; 
-Clients’ interests;​ + 
-(e) we receive a Report that identifies that there has been such a serious breach +(e) we receive a Report that identifies that there has been such a serious breach of Contract or of legislation or such serious professional misconduct or dishonesty that, in all the circumstances,​ termination is justified; 
-of Contract or of legislation or such serious professional misconduct or + 
-dishonesty that, in all the circumstances,​ termination is justified;​ +(f) your financial situation is such that we reasonably consider that we or Clients are at significant risk of financial loss or other material prejudice; 
-(f) your financial situation is such that we reasonably consider that we or Clients + 
-are at significant risk of financial loss or other material prejudice;​ +(g) you have failed to provide information or access to premises in accordance with Clauses 4, 8 and 9 and have not remedied such breach within seven days of a notice from us referring to this Clause and requiring you to do so; 
-(g) you have failed to provide information or access to premises in accordance +
-with Clauses 4, 8 and 9 and have not remedied such breach within seven +
-days of a notice from us referring to this Clause and requiring you to do so;+
 (h) you no longer hold the Quality Standard; (h) you no longer hold the Quality Standard;
-(i) without prejudice to Clause 25.6, the warranty given by you pursuant to + 
-Clause 18.1(g) is materially untrue; +(i) without prejudice to Clause 25.6, the warranty given by you pursuant to Clause 18.1(g) is materially untrue; 
-(j) you commit a material breach of your obligation to notify us of any Occasion + 
-of Tax Non-Compliance as required by Clause 14.23(a); or +(j) you commit a material breach of your obligation to notify us of any Occasion of Tax Non-Compliance as required by Clause 14.23(a); or 
-February 2017 +(k) you fail to provide details of steps being taken and mitigating factors pursuant to Clause 14.23(b) which in our reasonable opinion are acceptable. 
-76(k) + 
-25.5 +25.5 This Contract is suspended immediately with effect from the date that any Relevant Professional Body (or any other organisation that may lawfully do so) makes an intervention,​ order or direction that has the effect of preventing you from lawfully performing Contract Work. You must notify us immediately of any such intervention,​ order or direction and we may, as a result of such circumstance,​ terminate this Contract on written notice to you on the date we specify in such notice. 
-you fail to provide details of steps being taken and mitigating factors +
-pursuant to Clause 14.23(b) which in our reasonable opinion are acceptable. +
-This Contract is suspended immediately with effect from the date that any +
-Relevant Professional Body (or any other organisation that may lawfully do so) +
-makes an intervention,​ order or direction that has the effect of preventing you +
-from lawfully performing Contract Work. You must notify us immediately of any +
-such intervention,​ order or direction and we may, as a result of such circumstance,​ +
-terminate this Contract on written notice to you on the date we specify in such +
-notice.+
 Termination of the Contract for breach of warranty Termination of the Contract for breach of warranty
-25.6 + 
-Any material breach of Clause 18.1 by you entitles us: +25.6 Any material breach of Clause 18.1 by you entitles us: 
-(a) where the information related either to becoming a Provider or to + 
-demonstrating compliance with this Contract was inaccurate in your Tender +(a) where the information related either to becoming a Provider or to demonstrating compliance with this Contract was inaccurate in your Tender Documents, to issue a notice terminating this Contract; and 
-Documents, to issue a notice terminating this Contract; and + 
-(b) where the information related to the authorisation of Contract Work, to issue +(b) where the information related to the authorisation of Contract Work, to issue a notice terminating the right or obligation to perform that Contract Work. 
-a notice terminating the right or obligation to perform that Contract Work.+
 Termination of the Contract for breach of the Public Contracts Regulations 2015 Termination of the Contract for breach of the Public Contracts Regulations 2015
-25.7 + 
-We shall be entitled to terminate the Contract where any of the following +25.7 We shall be entitled to terminate the Contract where any of the following circumstances arise: 
-circumstances arise: + 
-(a) we become aware that you should have been excluded from the procurement +(a) we become aware that you should have been excluded from the procurement procedure leading to the award of this Contract under Regulation 57(1)   ​or
-procedure leading to the award of this Contract under Regulation 57(1) or+
 (2) of the Public Contracts Regulations 2015; or (2) of the Public Contracts Regulations 2015; or
-(b) where the Contract should not have been entered into due to a serious + 
-infringement of obligations under European Law as declared by the Court of +(b) where the Contract should not have been entered into due to a serious infringement of obligations under European Law as declared by the Court of Justice of the European Union under Article 258 of the Treaty on the Functioning of the EU; or 
-Justice of the European Union under Article 258 of the Treaty on the + 
-Functioning of the EU; or +(c) where the Contract has been substantially amended to the extent that the Public Contracts Regulations 2015 require a new procurement procedure to be instigated. 
-(c) where the Contract has been substantially amended to the extent that the +
-Public Contracts Regulations 2015 require a new procurement procedure to +
-be instigated.+
 Termination or suspension of part of this Contract by us Termination or suspension of part of this Contract by us
-25.8 + 
-Whenever we are entitled to terminate this Contract (including pursuant to Clause +25.8 Whenever we are entitled to terminate this Contract (including pursuant to Clause 24.14) we may terminate any part of it or suspend it or any part of it including without limitation, specified powers, rights and authorities to perform Contract Work or other work or services under it/them (including your right to perform Contract Work in a specified Category of Law or a specified Class of Work), provided that we may not terminate the Contract or such other agreement in part to the extent that that part of the Contract or agreement remaining after such termination would constitute a new award of a contract for the purposes of the Public Contracts Regulations 2015. For the avoidance of doubt, this does not prevent us terminating all of the Contract Work or work or services covered by the relevant invitation to tender. We will set out the effects of any suspension (which will be less serious than termination) in the notice to you. 
-24.14) we may terminate any part of it or suspend it or any part of it including +26. Consequences of termination Clients and Contract Work files 
-without limitation, specified powers, rights and authorities to perform Contract +26.1 When you become aware that your right to perform any Contract Work will end, you must immediately notify all Clients who will be affected by termination,​ take all reasonable steps to protect them and their rights, and provide them with information about other Providers able to continue their Matter or case (and offer to make appointments with them) and with such other information as we may specify. 
-Work or other work or services under it/them (including your right to perform +
-Contract Work in a specified Category of Law or a specified Class of Work), +
-provided that we may not terminate the Contract or such other agreement in part +
-to the extent that that part of the Contract or agreement remaining after such +
-termination would constitute a new award of a contract for the purposes of the +
-Public Contracts Regulations 2015. For the avoidance of doubt, this does not +
-prevent us terminating all of the Contract Work or work or services covered by the +
-relevant invitation to tender. We will set out the effects of any suspension (which +
-will be less serious than termination) in the notice to you. +
-February 2017 +
-7726. +
-Consequences of termination +
-Clients and Contract Work files +
-26.1 +
-When you become aware that your right to perform any Contract Work will end, +
-you must immediately notify all Clients who will be affected by termination,​ take +
-all reasonable steps to protect them and their rights, and provide them with +
-information about other Providers able to continue their Matter or case (and offer +
-to make appointments with them) and with such other information as we may +
-specify.+
 When this Contract ends When this Contract ends
-26.2 + 
-Subject to Clause 26.10, when this Contract ends: +26.2 Subject to Clause 26.10, when this Contract ends: 
-(a) all rights, authorisations,​ approvals, powers, licences and any status under + 
-it (of you and of all your personnel), including Promotional Items end +(a) all rights, authorisations,​ approvals, powers, licences and any status under it (of you and of all your personnel), including Promotional Items end immediately;​ 
-immediately;​+
 (b) you must immediately stop all Contract Work; (b) you must immediately stop all Contract Work;
-(c) you must immediately stop holding yourself out as able to perform Contract + 
-Work; and+(c) you must immediately stop holding yourself out as able to perform Contract Work; and 
 (d) you must immediately stop holding yourself out as a Provider. (d) you must immediately stop holding yourself out as a Provider.
-26.3 Subject to Clause 26.10, when any authority to perform Contract Work in any + 
-Category of Law or Class of Work ends, you must immediately stop all Contract +26.3 Subject to Clause 26.10, when any authority to perform Contract Work in any Category of Law or Class of Work ends, you must immediately stop all Contract Work in the relevant Category of Law or Class of Work and must immediately stop holding yourself out as able to perform it. 
-Work in the relevant Category of Law or Class of Work and must immediately stop + 
-holding yourself out as able to perform it. +26.4 Subject to Clauses 26.8, 26.9 and 26.10, when this Contract ends, our obligation to make payments to you under it ceases. 
-26.4 Subject to Clauses 26.8, 26.9 and 26.10, when this Contract ends, our obligation +
-to make payments to you under it ceases.+
 Contract overpayments Contract overpayments
-26.5 When this Contract ends all “overpayments and mispayments” (as described in + 
-Clause 14) become repayable to us and we may assert our rights in Clause 14.14. +26.5 When this Contract ends all “overpayments and mispayments” (as described in Clause 14) become repayable to us and we may assert our rights in Clause 14.14. 
-26.6 When any authority to perform Contract Work in any Category of Law or Class of + 
-Work ends, all “overpayments and mispayments” (as described in Clause 14) in +26.6 When any authority to perform Contract Work in any Category of Law or Class of Work ends, all “overpayments and mispayments” (as described in Clause 14) in respect of that Category of Law or Class of Work become repayable to us and we may assert our rights in Clause 14.14. 
-respect of that Category of Law or Class of Work become repayable to us and we +
-may assert our rights in Clause 14.14.+
 Work in progress Work in progress
-26.7 + 
-When this Contract ends or your right to perform Contract Work in any Category +26.7 When this Contract ends or your right to perform Contract Work in any Category of Law or Class of Work ends you must immediately send us such Contract Report as we may require and Claims for all Matters and cases that are not transferring to another Provider. 
-of Law or Class of Work ends you must immediately send us such Contract Report +
-as we may require and Claims for all Matters and cases that are not transferring +
-to another Provider.+
 Existing rights at date of termination Existing rights at date of termination
-26.8 + 
-Subject to the provisions of this Contract, the suspension or ending of this Contract +26.8 Subject to the provisions of this Contract, the suspension or ending of this Contract is without prejudice to any of your or our accrued rights (including our rights to Assess your Claims and to recover any overpayments to you and your rights ​  ​to 
-is without prejudice to any of your or our accrued rights (including our rights to +recover ​in respect of any underpayments by us). This includes Clauses 26.12 to 26.19. 
-Assess your Claims and to recover any overpayments to you and your rights to + 
-February 2017 +26.9 Subject to Clause 26.12 any provision of this Contract which relates to, or governs your or our acts after it (or any part of it) ends, remains in full force and effect and is enforceable even though it has ended. 
-78recover ​in respect of any underpayments by us). This includes Clauses 26.12 to +
-26.19. +
-26.9 +
-Subject to Clause 26.12 any provision of this Contract which relates to, or governs +
-your or our acts after it (or any part of it) ends, remains in full force and effect +
-and is enforceable even though it has ended.+
 Remainder Work Remainder Work
-26.10 Unless this Contract has been terminated for breach by either of us and subject to + 
-the conditions in Clause 26.11, we will authorise you to perform Remainder Work. +26.10 Unless this Contract has been terminated for breach by either of us and subject to the conditions in Clause 26.11, we will authorise you to perform Remainder Work. Any such authorisation is subject to your compliance with any requirements and obligations set out below and our right to impose restrictions,​ requirements and conditions on your performance of Remainder Work at any time, and not merely when authorisation is given. Restrictions,​ requirements and conditions may be on a case-by-case basis, on a time basis, on a step in proceedings basis or on any other basis that we consider appropriate. 
-Any such authorisation is subject to your compliance with any requirements and +
-obligations set out below and our right to impose restrictions,​ requirements and +
-conditions on your performance of Remainder Work at any time, and not merely +
-when authorisation is given. Restrictions,​ requirements and conditions may be on +
-a case-by-case basis, on a time basis, on a step in proceedings basis or on any +
-other basis that we consider appropriate.+
 26.11 Our authorisation of Remainder Work is conditional on the following: 26.11 Our authorisation of Remainder Work is conditional on the following:
-(a) you must notify your existing Clients that at the date this Contract would + 
-have terminated but for Clauses 26.10 to 26.12 they have the option to +(a) you must notify your existing Clients that at the date this Contract would have terminated but for Clauses 26.10 to 26.12 they have the option to transfer their Matter or case to another Provider; and 
-transfer their Matter or case to another Provider; and + 
-(b) you must confirm to us that the Remainder Work is not likely to continue for +(b) you must confirm to us that the Remainder Work is not likely to continue for longer than two years from the date this Contract would have terminated, but for Clauses 26.10 to 26.12. 
-longer than two years from the date this Contract would have terminated, + 
-but for Clauses 26.10 to 26.12. +Wherever we permit you to provide Remainder Work, that decision will be reviewed as reasonably required to ensure that the above requirements are still being met. 
-Wherever we permit you to provide Remainder Work, that decision will be + 
-reviewed as reasonably required to ensure that the above requirements are still +26.12 If we authorise you to perform Remainder Work the terms of this Contract will, in respect of such Remainder Work, continue in full force and effect (subject to the terms of any replacement contract that we enter into with you). 
-being met. +
-26.12 +
-If we authorise you to perform Remainder Work the terms of this Contract will, in +
-respect of such Remainder Work, continue in full force and effect (subject to the +
-terms of any replacement contract that we enter into with you).+
 TUPE TUPE
-26.13 We have entered into this Contract in the belief that TUPE will not apply on the + 
-expiry or termination of this Contract or part of it and that you will retain +26.13 We have entered into this Contract in the belief that TUPE will not apply on the expiry or termination of this Contract or part of it and that you will retain responsibility for all of your personnel on expiry or termination as we do not believe that there will be an identifiable transfer of your business to any other Provider on such expiry or termination. If at any time, however, we consider that TUPE may apply on any such expiry or termination we reserve the right to make such amendments to this Contract as specified in Clause 13, subject to our compliance with the consultation obligations and timetable in Clause 13. 
-responsibility for all of your personnel on expiry or termination as we do not + 
-believe that there will be an identifiable transfer of your business to any other +26.14 Notwithstanding Clause 26.13, if we reasonably believe that TUPE does apply on the expiry or termination of this Contract or part of it, at any point within the period of 6 months immediately preceding such expiry or termination or following the service of a notice under Clause 24.14 or 25 you must on receiving a request from us or any Replacement Provider, supply us and any Replacement Provider with a list which contains, in respect of any person engaged or employed by you in the provision of Contract Work (the “TUPE Employees”),​ full and accurate details regarding the identity, number, age, sex, length of service, job title, grade and terms and conditions of employment (including those derived from collective 
-Provider on such expiry or termination. If at any time, however, we consider that +agreements) of and other matters affecting each of those TUPE Employees. You must: 
-TUPE may apply on any such expiry or termination we reserve the right to make + 
-such amendments to this Contract as specified in Clause 13, subject to our +(a) provide such information promptly and at no cost to us or any Replacement Provider; and 
-compliance with the consultation obligations and timetable in Clause 13. + 
-26.14 Notwithstanding Clause 26.13, if we reasonably believe that TUPE does apply on +(b) notify us and any Replacement Provider forthwith in writing of any material changes to such information promptly as and when such changes arise; 
-the expiry or termination of this Contract or part of it, at any point within the + 
-period of 6 months immediately preceding such expiry or termination or following +(c) not make any material increase or decrease in the number of TUPE Employees; 
-the service of a notice under Clause 24.14 or 25 you must on receiving a request + 
-from us or any Replacement Provider, supply us and any Replacement Provider +(d) not make any increase in the remuneration or other change in the terms and conditions of the TUPE Employees other than in the ordinary course of business and with our or any Replacement Provider’s prior written consent; 
-with a list which contains, in respect of any person engaged or employed by you + 
-in the provision of Contract Work (the “TUPE Employees”),​ full and accurate details +(e) not move other employees from elsewhere in your business who have not previously been employed or engaged in providing Contract Work to provide Contract Work save with our or any Replacement Provider’s prior written consent; and 
-regarding the identity, number, age, sex, length of service, job title, grade and + 
-terms and conditions of employment (including those derived from collective +(f) enable and assist us or any Replacement Provider (in advance of the date of the TUPE transfer) to communicate with and meet the TUPE Employees and their trade union or other employee representatives for the purpose of carrying out consultation either as required under TUPE and/or the Trade Union and Labour Relations (Consolidation) Act 1992. 
-February 2017 + 
-79agreements) of and other matters affecting each of those TUPE Employees. You +26.15 Without prejudice to Clause 26.14, you must procure and must provide Employee Liability Information to us or any Replacement Provider at our or the Replacement Provider’s reasonable request and must warrant at the time of providing such Employee Liability Information,​ that such information is accurate and that it will be updated to take account of any changes to such information as is required by TUPE. 
-must: + 
-(a) provide such information promptly and at no cost to us or any Replacement +26.16 You will indemnify and will keep any Replacement Provider indemnified in full in relation to any and all Direct Losses arising from any claim by any party as a result of you failing to provide or promptly to provide us or the Replacement Provider where reasonably requested with any information described in Clause 26.14 and/or Employee Liability Information or to provide full information described in Clause 26.14 and/or Employee Liability Information or as a result of any material inaccuracy in or omission from such information and/or Employee Liability Information. 
-Provider; and + 
-(b) notify us and any Replacement Provider forthwith in writing of any material +26.17 You will indemnify and keep indemnified any Replacement Provider in full in relation to any and all Direct Losses caused to the Replacement Provider as a result of increased costs of employing the TUPE Employees arising as a result of any breach by you of Clause 26.14. 
-changes to such information promptly as and when such changes arise; + 
-(c) not make any material increase or decrease in the number of TUPE +26.18 You will be liable for any claims made by or in respect of any of the TUPE Employees relating to or arising during the employment of the Employee or Employees concerned up to the date of expiry or termination (where applicable) of this Contract including, any claims for breach of contract, dismissal, unlawful deduction of wages, a protective award, redundancy payment, discrimination or relating to any personal injury and you will indemnify and will keep any Replacement Provider indemnified in full in relation to any and all Direct Losses arising from any such claim. 
-Employees;​ +26.19 Where any liability in relation to any TUPE Employees referred to in Clause 26.18 arises partly as a result of any act or omission occurring on or before the expiry or termination (where applicable) of this Contract and partly as a result of any act or omission occurring after such expiry or termination of this Contract, your indemnity to the Replacement Provider in Clause 26.18 will relate only to such part of the Direct Losses sustained by the Replacement Provider in consequence of the liability as is reasonably attributable to any act or omission occurring before the relevant date of expiry or termination of this Contract. 
-(d) not make any increase in the remuneration or other change in the terms and + 
-conditions of the TUPE Employees other than in the ordinary course of +26.20 A Replacement Provider is a beneficiary under and will be entitled to enforce Clauses 26.16 to 26.19 pursuant to the Contracts (Rights of Third Parties) Act 1999. In addition you will, on request, enter into an indemnity on the terms set out in Clauses 26.16 to 26.19 directly with a Replacement Provider. 
-business and with our or any Replacement Provider’s prior written consent; +27. Reconsidering decisions and the review procedure Informal reconsideration
-(e) not move other employees from elsewhere in your business who have not +
-previously been employed or engaged in providing Contract Work to provide +
-Contract Work save with our or any Replacement Provider’s prior written +
-consent; and +
-(f) enable and assist us or any Replacement Provider (in advance of the date of +
-the TUPE transfer) to communicate with and meet the TUPE Employees and +
-their trade union or other employee representatives for the purpose of +
-carrying out consultation either as required under TUPE and/or the Trade +
-Union and Labour Relations (Consolidation) Act 1992. +
-26.15 Without prejudice to Clause 26.14, you must procure and must provide Employee +
-Liability Information to us or any Replacement Provider at our or the Replacement +
-Provider’s reasonable request and must warrant at the time of providing such +
-Employee Liability Information,​ that such information is accurate and that it will +
-be updated to take account of any changes to such information as is required by +
-TUPE. +
-26.16 You will indemnify and will keep any Replacement Provider indemnified in full in +
-relation to any and all Direct Losses arising from any claim by any party as a result +
-of you failing to provide or promptly to provide us or the Replacement Provider +
-where reasonably requested with any information described in Clause 26.14 +
-and/or Employee Liability Information or to provide full information described in +
-Clause 26.14 and/or Employee Liability Information or as a result of any material +
-inaccuracy in or omission from such information and/or Employee Liability +
-Information. +
-26.17 You will indemnify and keep indemnified any Replacement Provider in full in +
-relation to any and all Direct Losses caused to the Replacement Provider as a result +
-of increased costs of employing the TUPE Employees arising as a result of any +
-breach by you of Clause 26.14. +
-26.18 You will be liable for any claims made by or in respect of any of the TUPE +
-Employees relating to or arising during the employment of the Employee or +
-Employees concerned up to the date of expiry or termination (where applicable) +
-of this Contract including, any claims for breach of contract, dismissal, unlawful +
-deduction of wages, a protective award, redundancy payment, discrimination or +
-relating to any personal injury and you will indemnify and will keep any +
-Replacement Provider indemnified in full in relation to any and all Direct Losses +
-arising from any such claim. +
-February 2017 +
-8026.19 Where any liability in relation to any TUPE Employees referred to in Clause 26.18 +
-arises partly as a result of any act or omission occurring on or before the expiry +
-or termination (where applicable) of this Contract and partly as a result of any act +
-or omission occurring after such expiry or termination of this Contract, your +
-indemnity to the Replacement Provider in Clause 26.18 will relate only to such +
-part of the Direct Losses sustained by the Replacement Provider in consequence +
-of the liability as is reasonably attributable to any act or omission occurring before +
-the relevant date of expiry or termination of this Contract. +
-26.20 A Replacement Provider is a beneficiary under and will be entitled to enforce +
-Clauses 26.16 to 26.19 pursuant to the Contracts (Rights of Third Parties) Act +
-1999. In addition you will, on request, enter into an indemnity on the terms set +
-out in Clauses 26.16 to 26.19 directly with a Replacement Provider. +
-February 2017 +
-8127. +
-Reconsidering decisions and the review procedure +
-Informal reconsideration+
 27.1 If you disagree with any action we have taken or not taken, or a decision we have 27.1 If you disagree with any action we have taken or not taken, or a decision we have
-made, under this Contract you must, through your Contract Liaison Manager, +made, under this Contract you must, through your Contract Liaison Manager, provide details of the matter in writing to our Contract Manager to request an informal reconsideration of the action, inaction or decision. Any such request must be made within 21 days of the action or inaction or the date we notify you of the decision. 
-provide details of the matter in writing to our Contract Manager to request an + 
-informal reconsideration of the action, inaction or decision. Any such request must +27.2 If you disagree with any decision we make following our informal reconsideration pursuant to Clause 27.1, or if we have not reconsidered the matter and advised you of the outcome within 28 days of your request under Clause 27.1: 
-be made within 21 days of the action or inaction or the date we notify you of the + 
-decision. +(a) if you wish to pursue the dispute and are permitted to do so under Clause 27.4, you must, subject to the remainder of this Clause 27.2, request a formal review; or 
-27.2 If you disagree with any decision we make following our informal reconsideration + 
-pursuant to Clause 27.1, or if we have not reconsidered the matter and advised +(b) if you cannot request a formal review under Clause 27.4, Clause 28 will apply, provided that the matter is not one contemplated under Clause 27.5 or 27.7. 
-you of the outcome within 28 days of your request under Clause 27.1: +
-(a) if you wish to pursue the dispute and are permitted to do so under Clause +
-27.4, you must, subject to the remainder of this Clause 27.2, request a +
-formal review; or +
-(b) if you cannot request a formal review under Clause 27.4, Clause 28 will +
-apply, provided that the matter is not one contemplated under Clause 27.5 +
-or 27.7.+
 Formal review procedure Formal review procedure
-27.3 + 
-The formal review procedure is to enable you to require us to carry out a formal +27.3 The formal review procedure is to enable you to require us to carry out a formal reconsideration of matters within the scope of Clause 27.4. 
-reconsideration of matters within the scope of Clause 27.4.+
 Invoking the formal review procedure Invoking the formal review procedure
-27.4 + 
-The formal review procedure only applies where: +27.4 The formal review procedure only applies where: 
-(a) we have issued a notice under Clauses 14.21, 24.1 to 24.12, 24.14, or, only + 
-if we expressly agree, under Clause 24.13; or+(a) we have issued a notice under Clauses 14.21, 24.1 to 24.12, 24.14, or, only if we expressly agree, under Clause 24.13; or 
 (b) we have issued a notice under Clauses 25.4 or 25.8; or (b) we have issued a notice under Clauses 25.4 or 25.8; or
-(c) you disagree with our decision either (i) following the expiry of a Schedule + 
-not to issue a further Schedule, or (ii) on the duration of a Schedule; or +(c) you disagree with our decision either (i) following the expiry of a Schedule not to issue a further Schedule, or (ii) on the duration of a Schedule; or 
-(d) you disagree with the Monthly Payment or authorisation of work under a + 
-Schedule; or +(d) you disagree with the Monthly Payment or authorisation of work under a Schedule; or 
-(e) subject to Clauses 27.5 to 27.7 and the remainder of this Clause 27.4(e), + 
-you consider that we have breached this Contract (in which case, you must +(e) subject to Clauses 27.5 to 27.7 and the remainder of this Clause 27.4(e), you consider that we have breached this Contract (in which case, you must specify which provision of this Contract you consider that we have breached and set out the reasons why you consider that we have breached it). You may only request a review of the issue to you of a notice of breach of contract if and when we subsequently terminate or suspend this Contract (or apply another Sanction) pursuant to the notice. 
-specify which provision of this Contract you consider that we have breached +
-and set out the reasons why you consider that we have breached it). You +
-may only request a review of the issue to you of a notice of breach of contract +
-if and when we subsequently terminate or suspend this Contract (or apply +
-another Sanction) pursuant to the notice.+
 Disputes outside the formal review procedure Disputes outside the formal review procedure
-27.5 + 
-The following are wholly outside the formal review procedure set out in this Clause +27.5 The following are wholly outside the formal review procedure set out in this Clause 27 and the provisions of Clause 28. Should any dispute arise in relation to these matters, the review procedure referred to in the Specification must be followed:
-27 and the provisions of Clause 28. Should any dispute arise in relation to these +
-matters, the review procedure referred to in the Specification must be followed: +
-February 2017 +
-8227.6+
 (a) decisions on individual Client Matters or cases; and (a) decisions on individual Client Matters or cases; and
-(b) decisions on Assessments and/or any claim or dispute which relates to the + 
-recovery by you or us of payments due to you or us under this Contract. +(b) decisions on Assessments and/or any claim or dispute which relates to the recovery by you or us of payments due to you or us under this Contract. 
-The following are wholly outside the formal review procedure set out in this Clause + 
-27 but are subject to the provisions of Clause 28: +27.6 The following are wholly outside the formal review procedure set out in this Clause 27 but are subject to the provisions of Clause 28: 
-(a) where we have suspended the effect of a decision or notice, any subsequent + 
-decision by us to remove all, or part, of the suspension (and to give effect +(a) where we have suspended the effect of a decision or notice, any subsequent decision by us to remove all, or part, of the suspension (and to give effect to all, or part, of the decision or notice); and 
-to all, or part, of the decision or notice); and + 
-(b) a claim by you that we are in breach of Clause 2.3 or 2.4, if that claim is +(b) a claim by you that we are in breach of Clause 2.3 or 2.4, if that claim is based on or relates to any decision within Clauses 27.5 or 27.6(a). 
-based on or relates to any decision within Clauses 27.5 or 27.6(a). + 
-27.7 Any action, inaction and decisions made in relation to Contract Work by +27.7 Any action, inaction and decisions made in relation to Contract Work by independent committees and other independent third parties exercising functions in connection with Contract Work including the Independent Funding Adjudicators,​ Independent Costs Assessors and Independent Peer Review Process are not made by us and are as a result, not subject to Clauses 27 and 28. 
-independent committees and other independent third parties exercising functions + 
-in connection with Contract Work including the Independent Funding Adjudicators,​ +27.8 If you do not pursue your rights under and in accordance with Clauses 27 and 28 within the periods of time specified (or such longer periods of time as we may agree) you are thereby deemed to accept the position and lose your right to dispute it. 
-Independent Costs Assessors and Independent Peer Review Process are not made +
-by us and are as a result, not subject to Clauses 27 and 28. +
-27.8 If you do not pursue your rights under and in accordance with Clauses 27 and 28 +
-within the periods of time specified (or such longer periods of time as we may +
-agree) you are thereby deemed to accept the position and lose your right to +
-dispute it.+
 Commencing the formal review procedure Commencing the formal review procedure
-27.9 To invoke the formal review procedure, you must write to the Chief Executive at + 
-Legal Aid Agency, 102 Petty France, London, SW1H 9AJ (or such other address as +27.9 To invoke the formal review procedure, you must write to the Chief Executive at Legal Aid Agency, 102 Petty France, London, SW1H 9AJ (or such other address as we may notify to you). 
-we may notify to you). + 
-27.10 All requests for review must be endorsed “Request for Formal Review” and must +27.10 All requests for review must be endorsed “Request for Formal Review” and must set out a full and detailed description of the matter and the reasons for your challenge and must be accompanied by all documents upon which you intend to rely. 
-set out a full and detailed description of the matter and the reasons for your +
-challenge and must be accompanied by all documents upon which you intend to +
-rely.+
 27.11 All requests for review must be made: 27.11 All requests for review must be made:
-(a) within 14 days of the date of our decision on the informal reconsideration + 
-under Clause 27.1; or +(a) within 14 days of the date of our decision on the informal reconsideration under Clause 27.1; or 
-(b) if we have not advised you of the outcome of our informal reconsideration + 
-within 28 days of the date of your request, within 14 days of the expiry of +(b) if we have not advised you of the outcome of our informal reconsideration within 28 days of the date of your request, within 14 days of the expiry of that 28 day period. 
-that 28 day period. + 
-If you, acting reasonably, regard the matter as urgent, you must state this in your +If you, acting reasonably, regard the matter as urgent, you must state this in your request for review. 
-request for review. + 
-27.12 +27.12 The Chief Executive will review your request, decide whether any additional information or documentation is required and seek to obtain that documentation (whether from you or from us). Thereafter he or she will determine whether to conduct the review himself or herself or refer it to the Contract Review Body (“CRB”),​ save that any request relating to a decision to require reimbursement of Reasonable Costs in respect of a further Audit under Clause 14.21 or to terminate this Contract must be referred to the CRB.  Subject to the foregoing, the decision 
-The Chief Executive will review your request, decide whether any additional +of the Chief Executive in respect of whether a matter should be referred to the CRB will be final. 
-information or documentation is required and seek to obtain that documentation + 
-(whether from you or from us). Thereafter he or she will determine whether to +27.13 If the Chief Executive conducts a review, he or she will determine the procedure and will decide whether to invite, or require, any further information before making a determination. 
-conduct the review himself or herself or refer it to the Contract Review Body +
-(“CRB”),​ save that any request relating to a decision to require reimbursement of +
-Reasonable Costs in respect of a further Audit under Clause 14.21 or to terminate +
-this Contract must be referred to the CRB. Subject to the foregoing, the decision +
-February 2017 +
-83of the Chief Executive in respect of whether a matter should be referred to the +
-CRB will be final. +
-27.13 +
-If the Chief Executive conducts a review, he or she will determine the procedure +
-and will decide whether to invite, or require, any further information before making +
-a determination.+
 The Contract Review Body The Contract Review Body
-27.14 + 
-The CRB comprises:​ +27.14 The CRB comprises: 
-(a) two members nominated by us (one of which must act as the chair of the + 
-CRB); and +(a) two members nominated by us (one of which must act as the chair of the CRB); and 
-(b) a member nominated by the Consultative Bodies on our request (unless we + 
-have requested them to nominate a member within a specified period but +(b) a member nominated by the Consultative Bodies on our request (unless we have requested them to nominate a member within a specified period but either (i) within that period no nomination has been made or (ii) the nominee is unable to attend). 
-either (i) within that period no nomination has been made or (ii) the nominee +
-is unable to attend).+
 At our option, the CRB may also include a member from another Provider. At our option, the CRB may also include a member from another Provider.
-27.15 If the formal review is to be referred to the CRB, then the secretary to the CRB + 
-will prepare a report and bundle for the CRB. This will be sent to you not less than +27.15 If the formal review is to be referred to the CRB, then the secretary to the CRB will prepare a report and bundle for the CRB. This will be sent to you not less than 14 days before the CRB hearing. 
-14 days before the CRB hearing. + 
-27.16 You may respond to this report but your written response (including any skeleton +27.16 You may respond to this report but your written response (including any skeleton argument if you are to be represented by counsel) must be received by us not less than seven days before the CRB hearing. 
-argument if you are to be represented by counsel) must be received by us not less + 
-than seven days before the CRB hearing. +27.17 If your application relates to a decision to terminate this Contract, then you have a right to attend or be represented at the CRB hearing. If your application relates to any other matter, then you must apply to the Chief Executive in writing not less than seven days before the CRB hearing, for permission to attend or be represented at the CRB hearing. The decision of the Chief Executive is final on this issue. 
-27.17 If your application relates to a decision to terminate this Contract, then you have + 
-a right to attend or be represented at the CRB hearing. If your application relates +27.18 If you attend or are represented at the CRB hearing, then we also have a right to attend or be represented. Oral representations will, except in exceptional circumstances,​ be limited to 30 minutes for each party. 
-to any other matter, then you must apply to the Chief Executive in writing not less + 
-than seven days before the CRB hearing, for permission to attend or be +27.19 Save as provided above, the CRB determines its own procedure. Where the members of the CRB are unable to agree on any matter, each member has one vote. In the event of an equality of votes, the chair of the CRB has the casting vote. 
-represented at the CRB hearing. The decision of the Chief Executive is final on this +
-issue. +
-27.18 If you attend or are represented at the CRB hearing, then we also have a right to +
-attend or be represented. Oral representations will, except in exceptional +
-circumstances,​ be limited to 30 minutes for each party. +
-27.19 Save as provided above, the CRB determines its own procedure. Where the +
-members of the CRB are unable to agree on any matter, each member has one +
-vote. In the event of an equality of votes, the chair of the CRB has the casting +
-vote.+
 Determining the formal review Determining the formal review
-27.20 The Chief Executive or the CRB (as appropriate) will determine the formal review + 
-within a reasonable period after the request for review has been received, unless +27.20 The Chief Executive or the CRB (as appropriate) will determine the formal review within a reasonable period after the request for review has been received, unless you have notified us, in accordance with Clause 27.11, that you, acting reasonably, regard the matter as urgent in which case we must use reasonable endeavours to determine the matter within 28 days of receiving your request. 
-you have notified us, in accordance with Clause 27.11, that you, acting reasonably, + 
-regard the matter as urgent in which case we must use reasonable endeavours to +27.21 Where there is no determination by the Chief Executive or the CRB (as appropriate) within 28 days of the date of receipt of a request from you which states that the matter is urgent in accordance with Clause 27.11, and you have complied with your obligations under Clauses 27.9 to 27.11, you may deem  this 
-determine the matter within 28 days of receiving your request. +formal ​review procedure as having expired and your rights under it as exhausted. In respect of all other requests for review however, you must await a response from the Chief Executive or the CRB (as appropriate) before considering the formal review procedure as having expired and your rights under it as exhausted for the purposes of Clause 28. 
-27.21 Where there is no determination by the Chief Executive or the CRB (as + 
-appropriate) within 28 days of the date of receipt of a request from you which +27.22 The Chief Executive or the CRB’s determination (as appropriate) may allow the formal review, dismiss the formal review, make a different decision, give directions to your Contract Manager or recommend that a fresh decision is made within a specified period. For the avoidance of doubt the Chief Executive and the CRB’s determinations are our decisions. 
-states that the matter is urgent in accordance with Clause 27.11, and you have + 
-complied with your obligations under Clauses 27.9 to 27.11, you may deem this +27.23 In accordance with the timings above, the Chief Executive or the CRB (as appropriate) will send you and your Contract Manager written reasons for their determination. 
-February 2017 +28. Dispute resolution 
-84formal ​review procedure as having expired and your rights under it as exhausted. + 
-In respect of all other requests for review however, you must await a response +28.1 This Clause 28 only applies if there is a “Formal Dispute”. A Formal Dispute occurs where: 
-from the Chief Executive or the CRB (as appropriate) before considering the formal + 
-review procedure as having expired and your rights under it as exhausted for the +(a) you have exhausted your rights to a formal review in accordance with and as set out at Clause 27; or 
-purposes of Clause 28. + 
-27.22 The Chief Executive or the CRB’s determination (as appropriate) may allow the +(b) your claim or dispute does not relate to a matter set out in Clause 27.4, 27.5 or 27.7 and you have requested an informal reconsideration in accordance with Clause 27.1 and you: 
-formal review, dismiss the formal review, make a different decision, give directions +
-to your Contract Manager or recommend that a fresh decision is made within a +
-specified period. For the avoidance of doubt the Chief Executive and the CRB’s +
-determinations are our decisions. +
-27.23 In accordance with the timings above, the Chief Executive or the CRB (as +
-appropriate) will send you and your Contract Manager written reasons for their +
-determination. +
-February 2017 +
-8528. Dispute resolution +
-28.1 This Clause 28 only applies if there is a “Formal Dispute”. A Formal Dispute occurs +
-where: +
-(a) you have exhausted your rights to a formal review in accordance with and +
-as set out at Clause 27; or +
-(b) your claim or dispute does not relate to a matter set out in Clause 27.4, 27.5 +
-or 27.7 and you have requested an informal reconsideration in accordance +
-with Clause 27.1 and you:+
 (i) disagree with the outcome; or (i) disagree with the outcome; or
-(ii) have not been advised of the outcome within the 28 day period set out + 
-at Clause 27.2.+(ii) have not been advised of the outcome within the 28 day period set out at Clause 27.2. 
 Any Formal Dispute will be dealt with in accordance with this Clause 28. Any Formal Dispute will be dealt with in accordance with this Clause 28.
 +
 Mediation Mediation
-28.2 + 
-Either of us may request that a Formal Dispute be referred to mediation by giving +28.2 Either of us may request that a Formal Dispute be referred to mediation by giving notice in writing (a ‘mediation notice’) to the other requesting mediation. Any notice of mediation to be given to us must be sent to the Chief Executive at Legal Aid Agency, 102 Petty France, London, SW1H 9AJ (or such other address as we may notify to you).  The notice must be given within the following period: 
-notice in writing (a ‘mediation notice’) to the other requesting mediation. Any + 
-notice of mediation to be given to us must be sent to the Chief Executive at Legal +(a) where the matter falls within Clause 27.4, within 14 days of your rights to a formal review being deemed exhausted under Clause 27.21; or 
-Aid Agency, 102 Petty France, London, SW1H 9AJ (or such other address as we +
-may notify to you). The notice must be given within the following period: +
-(a) where the matter falls within Clause 27.4, within