Arc Partnership – Standard Purchase Order Terms & Conditions

Definitions

“Arc” means Arc Property Services Partnership Limited.
“Supplier” means the party providing the Deliverables.
“Contract” means the purchase order together with these terms.
“Deliverables” means the Goods/Services/Works described in the purchase order.
“Contracting Authority” has the meaning given in the Procurement Act 2023 and reflects Arc’s status as such.
“NCC” means Nottinghamshire County Council.
“RIDDOR” means the Reporting of Injuries, Diseases and Dangerous Occurrences Regulations

Formation of Contract

A Contract is formed on the earlier of:

• Written acceptance of the purchase order; or
• Commencement of delivery/performance.

These Terms and Conditions shall apply to the exclusion of all other terms and conditions (including any terms which the Supplier purports to apply under any quotation, acknowledgment, or otherwise). Any acceptance or performance by the Supplier shall constitute unqualified acceptance of these Terms.

No guarantee is given to the Supplier by Arc as to the amount (if any) or nature of the Deliverables which may be required during the Contract and no claim for compensation either contractual or otherwise will be accepted in respect of any variation in the volume of the work.

This Contract constitutes the entire agreement between the parties and supersedes all prior discussions or agreements [except where Arc and the Supplier are parties to a separate written agreement governing the same subject matter, where the terms of that agreement shall take precedence over these Terms & Conditions in the event of any conflict or inconsistency].

Compliance with Law and Procurement Requirements

The Supplier shall:

• Comply with all applicable laws and regulations, including the Procurement Act 2023.
• Act in a manner consistent with public sector transparency, integrity, and accountability.
• Provide promptly information reasonably required for Arc to meet reporting and transparency obligations.

Delivery and Performance

The Supplier shall provide the Deliverables that meet the specification, drawings and/or standards stated in the PO. They must also be delivered within agreed timescales. Time shall be of the essence and late delivery may entitle Arc to:

• Reject the Deliverables; or
• Claim damages.

Arc may require re-performance, replacement, or rectification at the Supplier’s cost. Failure to remedy within a reasonable period shall constitute a material breach,

Quality and Standards

Deliverables must be of satisfactory quality, fit for purpose, compliant with statutory requirements, shall conform with industry standards (e.g., RIBA, ISO, British Standards where applicable) and shall be provided using all reasonable care and skill. Arc retains the right to inspect and test.

Notices

Any notice under the Contract shall be in writing and sent to the registered office or notified email address of the relevant party.

KPIs

Where applicable, the Supplier shall meet any service levels or KPIs specified by Arc. Without prejudice to any other rights or remedies on the part of Arc, failure to meet these may may result in service credits, remedial action plans, withholding of payment, or termination.

Price and Payment

Prices shall be fixed, unless otherwise agreed in writing and invoices must include the original PO number, the contract reference number and sufficient detail for verification.

Payment will be made for all valid and undisputed invoices within 30 calendar days of receipt of an invoice from the Supplier. Failure to provide accurate and complete information may result in the invoice being disputed.

Arc may, at its discretion, withhold payment for disputed amounts or set off sums owed by the Supplier.

Variation

Arc may, at its discretion, vary the scope of the Deliverables, with variations being agreed in writing. The Supplier shall promptly respond to such variation and shall not proceed with changes without written instruction.

Subcontracting/sub-consulting

Subcontracting/sub-consulting will require prior written consent from Arc and such consent, if given, shall not relieve the Supplier from any liability or performance obligation.

The Supplier shall remain fully responsible for all acts and omissions of its subcontractors.

Health and Safety

The Supplier must comply with the Health and Safety at Work Act 1974; the Building Safety Act 2022 (where applicable); the Construction (Design and Management) Regulations (where applicable), the project/requirement specific risk assessments and method statements; COSHH requirements (where applicable); relevant and appropriate guidance and good working practices, as published or accepted by the HSE, professional/trade bodies or other similar organisations and Codes of Practice; any conditions stipulated by Arc.

For works & services, the Supplier shall nominate a named representative, to act as a co-ordinator with Arc on matters of health and safety. Where incidents are reportable under RIDDOR, the Supplier shall notify Arc’s Health and Safety Manager by the quickest possible means. Completed copies of the notification and all relevant forms and documentation must be subsequently supplied in writing.

No individual shall be allowed on any site unless they are provided with, and have been taught how to use/fit, the correct PPE, including RPE, as identified within the risk and method statements for the works.

Environmental and Social Value

The Supplier shall support Arc’s sustainability commitments (e.g., carbon reduction) wherever possible. The Supplier shall, so far as is reasonably practicable, use

reasonable endeavours to deliver social value outcomes, including local employment and supply chain engagement.

Equality and Modern Slavery

The Supplier must at all times comply with the Equality Act 2010 and the Modern Slavery Act 2015. Evidence of policies and compliance may be requested.

Data Protection and Confidentiality

The Supplier shall comply with UK GDPR and the Data Protection Act 2018 and shall keep all information related to Arc and its customers confidential and secure at all times. Where deemed necessary by Arc and as required by UK GDPR, the Supplier shall enter into a data processing agreement.

The Supplier acknowledges that Arc is subject to the Freedom of Information Act 2000 (FOIA) and Environmental Information Regulations (2004) (EIR) and shall:

• provide reasonable assistance
• not respond directly unless authorised
• clearly identify commercially sensitive information (non-binding on Arc)

Intellectual Property (IP)

All IP Rights in any materials created specifically for Arc under the Contract shall vest in Arc. The Supplier assigns (by way of present assignment of future rights) such rights to Arc.

Where pre-existing IP is used, the Supplier grants Arc a perpetual, royalty-free, non-exclusive licence (with right to sub-license) to use, modify and reproduce such IP. The Supplier further warrants that the Deliverables do not infringe any third party IP.

Transparency

The Supplier acknowledges that Contract details may be published to meet public sector transparency requirements.

Insurance

The Supplier shall maintain the following insurances:

• Employer’s Liability (statutory minimum)
• Public Liability (stipulated by Arc)
• Professional Indemnity (stipulated by Arc)
• Evidence must be provided prior to commencement of works or delivery of the service.

Liability

The Supplier’s total aggregate liability shall not exceed 100% of the PO value in any Contract year, except that liability shall be unlimited for:

• death or personal injury caused by negligence
• fraud or fraudulent misrepresentation
• breach of confidentiality or data protection obligations
• infringement of intellectual property rights

Business Continuity/Disaster Recovery

The Supplier shall maintain appropriate business continuity and disaster recovery arrangements and shall provide details upon request.

Suspension

Arc may at any time instruct the Supplier to suspend performance of all or part of the Contract. The Supplier shall resume only upon written instruction. No additional costs shall be payable unless expressly agreed.

Termination

Arc may terminate for convenience (with 30 days written notice) or immediately for:

• Material breach (if not remedied within 10 working days of written notice)
• Insolvency
• Non-compliance with law

Upon termination the Supplier shall cease work and mitigate costs.

Arc may also terminate immediately where:

• the Supplier commits a serious breach of applicable procurement law
• required under the Procurement Act 2023
• there is reputational risk to Arc, NCC or SCAPE Group Ltd

Audit and Records

The Supplier shall maintain accurate records for a minimum of 6 years and will allow Arc, NCC or its auditors access for verification.

Conflict of Interest

The Supplier must declare any actual or potential conflict of interest and take steps to mitigate conflicts where present.

Anti-Bribery and Corruption

The Supplier must comply with the Bribery Act 2010, the Economic Crime and Corporate Transparency Act 2023 and shall not undertake any improper inducements or facilitation of payments. Arc may terminate this Contract if this is breached.

Assignment

The Supplier may not assign or transfer the Contract without consent. Arc may assign, novate or otherwise dispose of the whole or any part of its rights, obligations and liabilities under the Contract to NCC or any other party stipulated by NCC, without consultation with the Supplier.

Step-in Right

Arc may, upon reasonable notice, step in to manage or complete the Deliverables where the Supplier is failing to perform, and may recover associated costs from the Supplier.

Force Majeure

Neither party shall be liable for failure caused by events beyond reasonable control. Prompt notification and mitigation shall be undertaken in regards to this clause.

The affected party shall:

• notify the other party promptly
• use reasonable endeavours to mitigate the effect
• resume performance as soon as possible

If the event continues for more than 30 days, Arc may terminate the Contract without liability.

Dispute Resolution

Disputes shall be escalated via contract managers in the first instance and senior representatives as necessary. If the dispute remains unresolved, the agreement shall be subject to mediation before litigation.

Governing Law

The Contract shall be governed by the laws of England and Wales.