INVITATION TO TENDERFor

Supply, Installation and Maintenance of aResearch Information System

CONTRACT REFERENCE: SOAS120

Invitation to Tender for Supply, Installation & Maintenance of a Research Information System

Table of ContentsSection 1: Introduction....................................................................................................3Section 2: SOAS, University of London.........................................................................3Section 3: Instructions to Tenderers..............................................................................3Section 4: Tender Evaluation..........................................................................................9Section 5: Award of Contract........................................................................................10Section 6: Specification.................................................................................................11Section 7: Specification Response Requirements......................................................13Section 8: Commercial Response Requirements.......................................................30Section 9: Questionnaire...............................................................................................33Schedule 1: Form of Tender..........................................................................................45Schedule 2: Collusive Tendering..................................................................................46Schedule 3: Canvassing................................................................................................46TERMS AND CONDITIONS OF CONTRACT.................................................................47Appendix A: SOAS, University of London Standard Terms of Contract...................47Appendix B: Terms and Conditions For the Procurement of Services.....................50Appendix C: To Be Process covering grant application............................................58Appendix D: Proposed Costing and Price Process....................................................59

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Invitation to Tender for Supply, Installation & Maintenance of a Research Information System

Section 1: Introduction

SOAS, University of London is seeking to let a three (3) year contract with the option to extend by a further two (2) for the Supply, Installation and Maintenance of a Research Information System (RIS).

This is a public procurement under The Public Contracts Regulations 2015 (SI 2015/102) utilising the Open Procedure.

The Contract has an anticipated value of £350k over five years.

Bidders may choose to partner other organisations in order to supply their proposed solution and SOAS would accept this approach. However, should such a bid be successful, to ensure satisfactory performance, SOAS would wish to enter into a single contract. For further details please see Section: 9 Questionnaire paragraph 4 of this document.

Section 2: SOAS, University of London

SOAS, University of London (The School of Oriental and African Studies) is the only Higher Education institution in Europe specialising in the study of Asia, Africa and the Near and Middle East. Uniquely combining language scholarship, disciplinary expertise and regional focus, it has the largest concentration in Europe of academic staff concerned with these regions.

The School was founded as the School of Oriental Studies in 1916, relocated to Russell Square in 1941 and took its present title in 2014.

Over the last century SOAS has built a strong academic reputation throughout the world and especially in Asia, Africa and the Middle East. It has outstanding facilities, both scholarly and practical and is a global academic base and a crucial resource for London.

Section 3: Instructions to Tenderers1. General

1.1. These instructions are designed to ensure that all Tenderers are given equal and fair consideration. It is important therefore that you provide all the information asked for in the format and order specified. If you have any queries, please email risprocurement@soas.ac.uk

1.2. Tenderers should read these instructions carefully before completing the Tender documentation. Failure to comply with these requirements for completion and submission of the Tender Response may result in the rejection of the Tender. Tenderers are advised therefore to acquaint themselves fully with the extent and nature of the services specified and contractual obligations. These instructions constitute the Conditions of Tender. Participation in the tender process automatically signals that the Tenderer accepts these Conditions of Participation.

1.3. All material issued in connection with this ITT (Invitation to Tender) shall remain the property of SOAS, University of London and shall be used only for the purpose of this procurement exercise. All Due Diligence Information shall be either returned to SOAS, University of London or securely destroyed by the Tenderer (at SOAS, University of London’s option) at the conclusion of the procurement exercise.

1.4. The Tenderer shall ensure that each and every sub-contractor, consortium member and adviser abides by the terms of these instructions and the Conditions of Tender.

1.5. The Tenderer shall not make contact with any other employee, agent or consultant of SOAS, University of London who is in any way connected with this procurement exercise during the period of this procurement exercise, unless instructed otherwise by SOAS, University of London.

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Invitation to Tender for Supply, Installation & Maintenance of a Research Information System

1.6. SOAS, University of London shall not be committed to any course of action as a result of:

1.6.1. Issuing this ITT or any invitation to participate in this procurement exercise.

1.6.2. An invitation to submit any Response in respect of this procurement exercise.

1.6.3. Communicating with a Tenderer or a Tenderer’s representatives or agents in respect of this procurement exercise.

1.7. Tenderers shall accept and acknowledge that by issuing this ITT, SOAS, University of London shall not be bound to accept the lowest or any Tender, reserves the right not to conclude a Contract for some or all of the services for which Tenders are invited and shall not be responsible for any costs in connection with the preparation thereof.

1.8. SOAS, University of London reserves the right to amend, add to or withdraw all or any part of this ITT at any time during the procurement exercise.

2. Confidentiality2.1. Tenderers shall at all times treat the contents of the ITT and any related material as

confidential, save in so far as they are already in the public domain.

2.2. Tenderers shall not disclose copy, reproduce, distribute or pass any of the Information to any other person at any time or allow any of these things to happen.

2.3. Tenderers shall not use any of the Information for any purpose other than for the purposes of submitting (or deciding whether to submit) a Tender.

2.4. Tenderers shall not undertake any publicity activity within any section of the media.

2.5. Tenderers may disclose, distribute or pass any of the Information to the Tenderer’s advisers, sub-contractors or to another person provided that one or more of the following applies:

2.5.1. This is done for the sole purpose of enabling a Tender to be submitted and the person receiving the Information undertakes in writing to keep the Information confidential on the same terms as if that person were the Tenderer.

2.5.2. The Tenderer obtains the prior written consent of SOAS, University of London in relation to such disclosure, distribution or passing of Information.

2.5.3. The disclosure is made for the sole purpose of obtaining legal advice from external lawyers in relation to the procurement.

2.5.4. The Tenderer is legally required to make such a disclosure

2.6. In paragraph 2.5, the definition of ‘person’ includes but is not limited to any person, firm, body or association, corporate or incorporate.

2.7. SOAS, University of London may disclose detailed information relating to Tenders to its officers, employees, agents or advisers and may make any of the procurement documents available for private inspection by its officers, employees, agents or advisers. SOAS, University of London also reserves the right to disseminate information that is materially relevant to the procurement to all Tenderers, even if the information has only been requested by one Tenderer, subject to the duty to protect each Tenderer's commercial confidentiality in relation to its Tender (unless there is a requirement for disclosure under the Freedom of Information Act).

3. Freedom of Information3.1. In accordance with the obligations and duties placed upon public authorities by the Freedom

of Information Act 2000 (the ‘FoIA’), SOAS, University of London may, acting in accordance with the Secretary of State’s Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the said Act, or the EIR be required to disclose information submitted by the Tenderer to SOAS, University of London.

3.2. In respect of any information submitted by a Tenderer that it considers to be commercially sensitive the Tenderer should:

3.2.1. Explain the potential implications of disclosure of such information

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Invitation to Tender for Supply, Installation & Maintenance of a Research Information System

3.2.2. Clearly identify such information as commercially sensitive.

3.2.3. Provide an estimate of the period of time during which the Tenderer believes that such information will remain commercially sensitive.

3.3 Where a Tenderer identifies information as commercially sensitive, SOAS, University of London will endeavour to maintain confidentiality. Tenderers should note, however, that, even where information is identified as commercially sensitive, SOAS, University of London may be required to disclose such information in accordance with the FoIA or the Environmental Information Regulations. In particular, SOAS, University of London is required to form an independent judgment concerning whether the information is exempt from disclosure under the FoIA or the EIR and whether the public interest favours disclosure or not. Accordingly, SOAS, University of London cannot guarantee that any information marked ‘confidential’ or “commercially sensitive” will not be disclosed.

3.4 Where a Tenderer receives a request for information under the FoIA or the EIR during the procurement process, this should be immediately passed on to SOAS, University of London and the Tenderer should not attempt to answer the request without first consulting with SOAS, University of London.

4. Tender ValidityYour Tender should remain open for acceptance for a period of 90 days. A Tender valid for a shorter period may be rejected.

5. TimetableSet out below is the proposed procurement timetable. This is intended as a guide and whilst SOAS, University of London does not intend to depart from the timetable it reserves the right to do so at any stage.

Please note that SOAS, University of London will be closed from 23rd December 2015 to 4th January 2016

DATE STAGE

1st Dec 2015 Invitation to Tender issued

5th Jan 2016 Closing date for receipt of bidder clarification questions

15th Jan 2016 Deadline for Tender responses

8th Feb am, 10th Feb, 11th Feb 2016 Supplier demonstrations to SOAS

4th March 2016 Notification of award & commencement of Standstill

17th March 2016 Award contract

6. Contact DetailsAll questions regarding the tender process and SOAS, University of London should be made by email to risprocurement@soas.ac.uk .

7. Preparation of Tender7.1. Tenderers must obtain for themselves at their own responsibility and expense all information

necessary for the preparation of Tenders. Tenderers are solely responsible for the costs and expenses incurred in connection with the preparation and submission of their Tender and all other stages of the selection and evaluation process. Under no circumstances will

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Invitation to Tender for Supply, Installation & Maintenance of a Research Information System

SOAS, University of London, or any of their advisers, be liable for any costs or expenses borne by Tenderers, sub-contractors, suppliers or advisers in this process.

7.2. Tenderers are required to complete and provide all information required by SOAS, University of London in accordance with the Conditions of Tender and the Invitation to Tender. Failure to comply with the Conditions and the Invitation to Tender may lead SOAS, University of London to reject a Tender Response.

7.3. SOAS, University of London relies on Tenderers' own analysis and review of information provided. Consequently, Tenderers are solely responsible for obtaining the information which they consider is necessary in order to make decisions regarding the content of their Tenders and to undertake any investigations they consider necessary in order to verify any information provided to them during the procurement process.

7.4. Tenderers must form their own opinions, making such investigations and taking such advice (including professional advice) as is appropriate, regarding the goods and services and their Tenders, without reliance upon any opinion or other information provided by SOAS, University of London or their advisers and representatives. Tenderers should notify SOAS, University of London promptly of any perceived ambiguity, inconsistency or omission in this ITT, any of its associated documents and/or any other information issued to them during the procurement process.

8. Submission of Tenders 8.1. Tenders and any documents accompanying them must be in the English language.

8.2. Price and any financial data provided must be submitted in or converted into pounds sterling. Where official documents include financial data in a foreign currency, a sterling equivalent must be provided.

8.3. Bidders should submit their Tenders including all requested supplementary information to:

SOAS, University of London

Thornhaugh Street

Russell Square

London

WC1H 0XG

FAO Pervin Hussain, Project Manager, Governance and Compliance Directorate Office, Room 115

By: 12 Noon on 15th January 2016

8.4. Incomplete tender submissions may result in exclusion from the Process.

8.5. Tenders must be sealed and marked 'RIS Procurement'.

8.6. Any tender received after the due date will not be accepted.

8.7. SOAS, University of London may at its own absolute discretion extend the closing date and the time for receipt of Tenders specified at paragraph 8.3. Any extension granted under paragraph 8.3 will apply to all Tenderers.

8.8. Bidders must submit:

8.8.1 1 x original, priced hard copy

8.8.2 5 x further hard copies

8.8.3 1 x electronic copy on a memory stick

9 CanvassingAny Tenderer who directly or indirectly canvasses any officer, member, employee, or agent of SOAS, University of London concerning the letting of this Contract or who directly or indirectly obtains or attempts to obtain information from any such officer, member, employee or agent or concerning any other Tenderer, Tender or proposed Tender will be disqualified.

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10 Disclaimers10.1 Whilst the information in this ITT has been prepared in good faith, it does not purport to be

comprehensive nor has it been independently verified.

10.2 Neither SOAS, University of London, nor their advisors, nor their directors, officers, members, partners, employees, other staff or agents:

10.2.1 Makes any representation or warranty (express or implied) as to the accuracy, reasonableness or completeness of the ITT

10.2.2 Accepts any responsibility for the information contained in the ITT or for their fairness, accuracy or completeness of that information nor shall any of them be liable for any loss or damage (other than in respect of fraudulent misrepresentation) arising as a result of reliance on such information or any subsequent communication

10.3 Any persons considering making a decision to enter into contractual relationships with SOAS, University of London following receipt of the ITT should make their own investigations and their own independent assessment of SOAS, University of London and its requirements for the services and should seek their own professional financial and legal advice.

10.4 Any Contract concluded as a result of this ITT shall be governed by English law.

11 Collusive BehaviourAny Tenderer who:

11.1 Fixes or adjusts the amount of its Tender by or in accordance with any agreement or arrangement with any other party.

11.2 Communicates to any party other than SOAS, University of London the amount or approximate amount of its proposed Tender or information which would enable the amount or approximate amount to be calculated (except where such disclosure is made in confidence in order to obtain quotations necessary for the preparation of the Tender or insurance or any necessary security).

11.3 Enters into any agreement or arrangement with any other party that such other party shall refrain from submitting a Tender.

11.4 Enters into any agreement or arrangement with any other party as to the amount of any Tender submitted.

11.5 Offers or agrees to pay or give or does pay or give any sum or sums of money, inducement or valuable consideration directly or indirectly to any party for doing or having done or causing or having caused to be done in relation to any other Tender or proposed Tender, any act or omission shall (without prejudice to any other civil remedies available to SOAS, University of London and without prejudice to any criminal liability which such conduct by a Tenderer may attract) be disqualified.

12 No Inducement or IncentiveThe ITT is issued on the basis that nothing contained in it shall constitute an inducement or incentive nor shall have in any other way persuaded a Tenderer to submit a Tender or enter into a contractual agreement.

13 Bidder Clarifications 13.1 All requests for clarification about the requirements or the process of this procurement

exercise should be made by email risprocurement@soas.ac.uk by close of business on 5th January 2016.

SOAS reserves the right not to answer any clarifications received after this deadline.

13.2 Any clarifications should clearly reference the appropriate paragraph in this ITT and, to the extent possible, should be aggregated rather than sent individually. As far as is

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reasonably possible, SOAS will respond to all reasonable requests for clarification of any aspect of this ITT and supporting documents, if made before the above deadline. SOAS, University of London will endeavour to answer all questions as quickly as possible, but cannot guarantee a minimum response time.

13.3 In order to ensure equality of treatment of Tenderers, SOAS, University of London may publish the questions and clarifications raised by Tenderers together with SOAS, University of London’s responses (but not the source of the questions) to all participants.

13.4 Clarification questions and their responses will be sent directly to those Suppliers (the nominated contact) that have registered for updates. In addition they will be published at http://www.soas.ac.uk/purchasing/contract-opportunities. Suppliers should therefore be mindful of the content and nature of their clarification requests and of the conditions at Section 3. Freedom of Information above before contacting SOAS, University of London.

13.5 Tenderers should indicate if a query is of a commercially sensitive nature – where disclosure of such query and the answer would or would be likely to prejudice its commercial interests. However, if SOAS, University of London at its sole discretion does not either; consider the query to be of a commercially confidential nature or one which all Tenderers would potentially benefit from seeing both the query and SOAS, University of London’s response, SOAS, University of London will:

13.5.1 Invite the Tenderer submitting the query to either declassify the query and allow the query along with SOAS’ response to be circulated to all Tenderers

13.5.2 Ask the Tenderer, if it still considers the query to be of a commercially confidential nature, to withdraw the query.

13.6 SOAS, University of London reserves the right not to respond to a request for clarification or to circulate such a request where it considers that the answer to that request would or would be likely to prejudice its commercial interests.

13.7 Final enquiries from Bidders should be received at least ten working days before the Tender Deadline. SOAS or its representatives cannot undertake to answer any queries received outside of this time.

14 Single Point of Contact Bidders must nominate a single point of contact with whom the SOAS representative will communicate in respect of all matters throughout the process. Contact details should be entered at 3.1 of Section 9 of the Questionnaire.

15 Clarifications about the contents of TendersSOAS reserves the right (but is not obliged) to seek clarification of any aspect of a Bidder’s Tender during the evaluation phase where necessary for the purposes of carrying out a fair evaluation. Bidders are asked to respond to such requests promptly. Vague or ambiguous answers are likely to score poorly or render the Tender non-compliant. SOAS may (but is not obliged to) request Bidders to supplement, clarify or complete relevant information or documentation where information appears to be incomplete, erroneous or missing. In the event SOAS receives a Tender containing information which SOAS considers to be an assumption and / or qualification, SOAS reserves the right to contact that Bidder to clarify the basis of such pricing and to invite such Bidder to confirm or correct elements of his Tender. In the event that this amounts to a clarification of this ITT, SOAS may, if it believes the clarification to be relevant to other Bidders in the interest of equal treatment and transparency, invite all Bidders to confirm or correct elements of their Tenders on the basis of the same clarification.

16 Amendments to Tender DocumentsAt any time prior to the deadline for the receipt of Tenders, SOAS, University of London may modify the ITT by amendment. Any such amendment will be issued by SOAS, University of London to all prospective Tenderers. In order to give prospective Tenderers reasonable time in which to take the amendment into account in preparing their Tenders, SOAS, University of London may, at its discretion, extend the Deadline for receipt of Tenders.

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17 Late TendersAny Tender received at the designated point after the 15th Jan 2016, midday will be rejected.

18 Proposed Amendments to the Contract by the Tenderer18.1 Any proposed amendments to the Contract must be detailed separately, and returned with

the Tenderer’s ITT Response.

18.2 Where SOAS, University of London makes changes to the Contract as a result of the proposals received it will circulate the amended terms to all Tenderers.

19 Modification and Withdrawal19.1 Tenderers may modify their Tender prior to the tender submission deadline by giving

notice to SOAS, University of London by email to risprocurement@soas.ac.uk . No Tender may be modified subsequent to the tender submission deadline.

19.2 The modification notice must state clearly how SOAS, University of London should implement the modification.

19.3 Tenderers may withdraw their Tender at any time prior to the Deadline or any other time prior to accepting the offer of a Contract. The notice to withdraw the Tender must be in writing and sent to SOAS, University of London at the address set out in paragraph 9.6.

20 Right to Reject/DisqualifySOAS, University of London reserves the right to reject or disqualify a Tenderer where:

20.1 The Tenderer fails to comply fully with the requirements of this Invitation to Tender or is guilty of a serious misrepresentation in supplying any information required in this document.

20.2 The Tenderer is guilty of serious misrepresentation in relation to its Tender.

20.3 There is a change in identity, control, financial standing or other factor impacting on the selection and/or evaluation process affecting the Tenderer.

21 Right to Cancel, Clarify or Vary the ProcessSOAS, University of London has the right to:

21.1 Amend the terms and conditions of the Invitation to Tender process.

21.2 Cancel the evaluation process at any stage.

21.3 Require the Tenderer to clarify its Tender in writing and/or provide additional information. (Failure to respond adequately may result in the Tenderer not being selected).

22 Notification of Award22.1 The outcome of the Process and the decision to award the Contract to the successful

Bidder will be communicated to all Bidders in a manner compliant with the Public Contracts Regulations 2015 (SI 2015/102).

22.2 The successful Bidder will, after satisfactory expiry of the statutory standstill period be required to execute the Contract without amendment.

Section 4: Tender Evaluation1. Introduction

The Tender process will be conducted to ensure that Tenders are evaluated fairly to ascertain the most economically advantageous tender.

2. Evaluation of Tenders2.1. The contract will be awarded to the most economically advantageous tender as assessed

from SOAS’ point of view in accordance with a 20% price / 80% quality evaluation ratio.

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2.2. All Tenders will be evaluated in the following way:

2.2.1. Step 1 - All responses will first be checked for completeness. Please ensure you compile a complete response fully. Failure to do so may result in you being disqualified from the process, although SOAS reserves the right to request clarification where there is a clear error or omission in a bidder’s response.If a question does not apply to you in the Questionnaire (Section 9 of this ITT), please write N/A; if you do not know the answer, please write N/K. If you complete a question with N/K please explain why this was the case. Disqualified responses will not be considered further.

2.2.2. Step 2 - Responses which were not disqualified under Step 1 above will then be checked against the stated pass/fail tests in the Questionnaire (Section 9 of this ITT)).Responses that fail any of the pass/fail questions will not be considered further.

2.2.3. Step 3 – Responses that were not disqualified under Steps 1 or 2 above will then be evaluated using the evaluation criteria and weightings set out below.

Criteria: Percentage Weighting:

1 Technical/Functional Requirements 40

2 Questionnaire 10

3 Demonstration/Reference site visits 30

4 Price 20

2.3. Tenderers’ responses to the Questionnaire (Section 9) and the Specification (Sections 6 and 7) along with the outcome of the demonstrations and site visits will be used for the qualitative aspects of the evaluation.

2.4. Relative qualitative scores will be calculated using the formula below:

Score of bid being evaluated x 80

Highest score

2.5. Price will be evaluated by adding together the total annual contract cost for five years and the total cost of contract mobilisation (supply, installation, training etc.)

2.6. Relative price scores will be evaluated using the formula below:

Lowest price x 20

Price of bid being evaluated

Section 5: Award of ContractSOAS, University of London will inform all Tenderers of the outcome of the exercise after a decision has been made.

Notifications to unsuccessful tenderers will include:

1. The name of the successful tenderer

2. The scores of the successful tender

3. The scores of unsuccessful tenderer

Following a Standstill period of 10 calendar days, day 1 being the day after despatch of the notification, it is SOAS’ intention to finalise the contract.

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Section 6: SpecificationIntroduction / BackgroundThe Research and Enterprise Office at SOAS supports academic staff in all areas when applying for externally funded research and enterprise activities. In the financial year 2015, SOAS processed 197 research applications, including 52 awards from 33 different funders. In the current financial year 2016, SOAS expects to process approximately 280 applications. SOAS currently manages around 150 live research grants. Research volume increased in 2015 and year end results showed a rise from £4.3m in the previous year to £4.8m with overheads increasing from £895,000 to £955,000. With several large grants due to start during 2016, secured research volume is currently projected to be £4.8m again with overheads of £646,000 but is expected to rise during the year.

SOAS has reviewed and recommended changes to its research management processes. One of the key proposals is to “e-enable” Research and Enterprise Office processes and to better capture, analyse and disseminate research support information. This will be achieved through delivery of the Research Information Service project which will procure and configure a Research Information System (RIS). The supplier of the RIS will supply, install and maintain an 'off the shelf' software solution and work with SOAS to deliver a suitably configured system to support research lifecycle business processes and staff trained to use it.

Project VisionThe RIS project will bring together existing and new data on the School's research and enterprise activities in one place and will facilitate review and approval processes; providing easier, simpler, faster and more reliable access to research information by academic and professional services staff. Research and Enterprise Office services will be delivered more efficiently. Data need only be entered once for reuse many times. It is expected that the RIS will provide SOAS with a state-of-the-art system appropriate for the digital century and the 2021 REF submission.

Current IssuesSOAS has recently introduced standardised application processes, including procedures for peer review, ethics and internal approval. Principal Investigators (PIs) are advised to contact the Research Office at an early stage of application development. They then complete, with the assistance of the Research Office, a series of worksheets in a “project workbook” which are uploaded onto an Access database. The worksheets include a Project Summary form and Development Checklist, which capture details of the project, and an ethics checklist and internal approval form. At the same time, the Research Office develops the project budget using an Excel template and arranges peer review of the draft application.

Despite having introduced standardised processes there are still a number of issues with the current system, which can prevent the timely and accurate preparation of applications, and capturing data on research outcomes. These include the following:

Principal Investigators often alert the Research and Enterprise Office very late to the existence of an application which impacts on the time available for peer review, ethical assessment and internal approval.

Costing of applications is undertaken via an Excel spread sheet, which is also time consuming and prone to errors.

Access to the core data is currently on a shared drive and difficult to access off campus.

Data quality is also questionable and reporting can be time consuming due to the amount of data cleansing currently required.

Research outputs are logged in e-prints but other data is not so readily captured leading to difficulties in capturing data on the impact of SOAS research.

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Aims & ObjectivesThe project is intended to resolve the above issues by delivering the following:

1. Efficiency savings in the planning and use of staff time through easier and timelier access to application data.

2. The capture of accurate application information to support an effective approvals process.3. Provision of a consistent approach to full costing leading to a better recovery of full economic

costs.4. Data management tools available for scrutinising applications.5. All research proposals to receive ethics reviews.6. Availability of award/grant financial information.7. Data collected and held about research activity improving the School’s operational and

strategic capacity.8. Research outputs credited to SOAS accurately.9. Accurate management information and sophisticated reporting and analytical tools.

In addition, the project will seek to exploit the opportunities for:

10. Increasing the level of research-based income by increasing the number and quality of applications and their success rate.

11. Providing enhanced management information, at lower staff effort, on grant income, pipeline, departmental performance, success rates and other metrics.

12. Adding end user self-service functionality to existing REO services.13. Enhancing on-line academic research profiles to promote SOAS externally.

ScopeThe project will specifically cover the pre-award part of the research life cycle from opportunity identification through pre-award processes, focusing on the relative costs (financial and staff resource), complexity and fit to SOAS’ business needs of systems available on the market.

The core business processes within scope are:

The development of grant applications from inception to the point of submission. The costing of grant applications and creation of budgets for the subsequent project(s) The review and approval process of grant applications The ethics approval process The peer review process The collection of management information on the above processes The delivery of user-friendly and tailored enquiries and reports against this management

information

However SOAS anticipates the purchased system to be extensible to support the full end-to-end research lifecycle when funding allows.

Executive Summary of Technical Requirements the Supplier’s Product Must Meet

The Research Information System (RIS) must support the core business processes set out in the Scope section and the proposed ‘To Be’ processes in Appendix C and D

The RIS must be capable of capturing and storing:o All core grant application data.o Status/progress information.o Contract and budget negotiation narratives.o Data for external assessment criteria e.g. REF, HESA returns etc.

All user data entry must utilise appropriate lists of value features, input masks and dynamic data validation.

The RIS must feature a trigger and workflow-based alerting capability for all key business process points such as grant application creation.

The RIS must support internal approval workflows and hierarchies including delegations.

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The RIS must interface with other internal systems including Unit4 Agresso and Northgate Arinso ResourceLink.

The RIS must interface with other systems supporting the management of research project outputs e.g. Plum Analytics or Altmetric.

The RIS must have a costing tool which supports UK HEI costing methodology (TRAC fEC) and core funders.

The RIS must incorporate predefined reports and sophisticated management information reporting tools and/or data export functionality for use by other reporting and analytical tools. 

Section 7: Specification Response Requirements7.1 Form of responseResponse to Specific Requirements

SOAS specific requirements that require a written response are set out in section 7.2 below.

These requirements are given a priority of “High”, “Medium” or “Low”. Vendors should state their compliance with each requirement as:

Full Partial Non-Compliant

While non-compliance with a “High” priority does not preclude awarding the tender, these requirements are given a higher significance in the scoring.

Where compliance is full, the vendor is asked to submit comments/an explanation of how their product meets the requirement.

Where compliance is only partial, the vendor is asked to submit comments to allow SOAS to understand the level of compliance; it is also possible the vendor might have an alternative approach that SOAS finds equally acceptable.

Table 2. Scoring for the Requirements Matrix

Priority Rating Score

High Full Compliance 10

Medium Full Compliance 4

Low Full Compliance 2

Approach

Vendors should also set out their approach in section 7.3 in the form of a methodology statement covering:

Outline their approach to project planning

Outline their approach to the implementation

Outline their approach to staff support and training

Demonstration

Vendors will be invited to SOAS to demonstrate their products. These demonstrations should be end user focused providing evidence of how the product meets SOAS requirements set out in section 7.2. The demonstration should focus on the following key areas:

The ease with which core grant application data can be captured. The ease with which an administrator operates and maintains the system i.e. how Principal

Investigators obtain permission to access projects and how Co-Investigators are alerted to being added to projects.

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The creation, amendment and demonstration of approval workflows and hierarchies. The creation and amendment of alerts to relevant staff about the status of grant applications. The use of a costing tool which is designed around UK HEI costing methodology (TRAC fEC)

and core funders. How details of the contract and budget negotiations of the award can be captured and tracked. How data is captured to meet the criteria for external assessment e.g. REF and HESA returns. How the back end data is maintained and updated. Demonstration of predefined reports and reporting tools for reporting management information

and exporting data into a user friendly format for other systems. How easy it is it to create reports, both costing/pricing reports and management information

reports? If the system maintains a record of the submitted application can the budget be changed at

awarded stage? Is there an audit trail and version control within the system?

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7.2 Specific Requirements

Ref No. Description Priority

Compliance (full, partial,

non-compliant)

Comments/explanation of

how requirement is

met

General Security and Setup

1The product can utilise SOAS LDAP or Active Directory for logons (Single Sign On) High

2If no LDAP - product enforces password security (length of at least 8 characters, complexity of mixed number and letter) High

3If no LDAP - product allows administrators to create usernames and passwords that are stored securely in the product (i.e. passwords are encrypted) High

4 If no LDAP - users can create and reset their own passwords High

5The product can utilise LDAP or AD data to assign users to groups or roles e.g. department Medium

6 The product can assign users to groups or roles High

7The product can map role access to different security levels e.g. from read-only to super user High

8The product's roles can be used to segment the viewing of information by different users Medium

9The product can provide a history of transactions (audit log) by user with time/date stamps High

10The product must pass credentials between client and server (or equivalent) in an encrypted form High

11 All product traffic must be encrypted end to end Medium

12The database must be configured in a way that enables maximum practicable security using industry best practice. High

13 The product must run on standard ports (port 80 or 443 etc.) High

14The product supports multiple environments i.e. Test, Development, Training & Production High

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Invitation to Tender for Supply, Installation & Maintenance of a Research Information System

Ref No. Description Priority

Compliance (full, partial,

non-compliant)

Comments/explanation of

how requirement is

met

15Mechanisms exist for creating new instance from copies of others e.g. new test from production Medium

General Product - Core Requirements

16The product can be run from any network location not just on the SOAS domain (does not need VPN for offsite access) High

17The product is operable on a Mac and a PC and on all versions of IE, Safari, Firefox and Chrome released in the last 3 years High

18The product is operable on Linux distributions (not via VPN or Remote Desktop) Low

19The product is supported on Android and iOS devices released in the last three years High

20 The product has apps for two mobile platforms Low

21The product permits transactions on a Mac and a PC and on all versions of IE, Safari, Firefox and Chrome released in the last 3 years Medium

22The product permits transactions on Android, iOS, Windows Phone and Windows RT devices released in the last four years Medium

23The product is capable of handling many (>100) concurrent users with no performance degradation High

24The product can store data in excess of 100 GB in its database without performance degradation Medium

25The product allows fields to be mandatory or optional and informs the user in a clear way about this High

26 The product allows default data to be applied to fields High

27 The product has the capability to add user defined fields that can be included in the core product with data of varying data

High

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Invitation to Tender for Supply, Installation & Maintenance of a Research Information System

Ref No. Description Priority

Compliance (full, partial,

non-compliant)

Comments/explanation of

how requirement is

met

types

28 The product must support zero downtime upgrades and patching Medium

29The product has an available entity relationship diagram and data dictionary describing where and how data is stored Medium

30The product has accessible APIs allowing direct machine connections and data processing Medium

General Product – User Interface

31User data entry must allow appropriate list of values (drop downs) features, input masks and dynamic data validation. High

32 The product has a GUI interface for all user activities High

33 The product allows the branding of forms and reports with SOAS logo and colours High

34 The product offers multi-lingual capacity on externally facing content Low

35 The product can integrate with SOAS website via iframes or similar Low

36The products interface can be customised so that different fields can be shown or hidden High

37The products interface can adapt to user input, e.g. making fields or forms visible depending on user behaviour or role Medium

General Product - Data & Records

38 The product provides the ability to host documents in SharePoint Low

39Where the product references or distributes documents it can replace any document with a newer version without changing the link. Medium

40The product allows the declaration of a data-set as an immutable record of a business decision / transaction Medium

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Invitation to Tender for Supply, Installation & Maintenance of a Research Information System

Ref No. Description Priority

Compliance (full, partial,

non-compliant)

Comments/explanation of

how requirement is

met

41 The product can store documents in a PDF/A format for long-term archiving Medium

Compliance

42

Product user interface must be compatible with screen reading technology (i.e. screen reading must process the onscreen information in a logical order both for standard and custom controls) High

43

The product must comply with UK statutory requirements for data collection and storage and any data SOAS provides is held by the vendor within the EU / EEC (DPA Principle 8) High

44Web interfaces are compliant to at least WC3 level AA of the W3C WAI Web Accessibility Guidelines (WCAG 2) High

45 Web Interfaces must allow compliance with BS 8878 (Web accessibility) High

46Where applicable the product must allow SOAS to record staff and student responses to requests for passing data to third parties (DPA Principle 1 &2) High

47The product must be able to record, monitor and act on retentions of stored personal data - such that data can be deleted after a given time Medium

Vendor Support

48 In an emergency vendor can provide onsite support within 4 hours High

49Please specify the best (quickest) response time you guarantee for a support call response High

50The vendor provides product support via the telephone - not just email or web forms High

51 The product has a documented life span or roadmap that extends for 5 years Medium

52 The product has an active user- High

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Invitation to Tender for Supply, Installation & Maintenance of a Research Information System

Ref No. Description Priority

Compliance (full, partial,

non-compliant)

Comments/explanation of

how requirement is

met

environment with user group conferences

53 Vendor can provide product training if required High

For Cloud Based Solutions

54 Data is stored in the UK or EU High

55 The product has incremental point in time backup and rollback of data High

56 The product has an audit trail showing who initiated actions High

57 The vendor's systems are protected by malware detection High

58The product and the vendor's environment must have undergone successful penetration testing High

59 The vendor will dispose of hardware according to WEEE regulations High

60The system should be able to other systems using XML or other similar technology High

61 The system allows customisations to work in the way SOAS needs to operate High

62 Upgrades are communicated in advance High

63 SOAS can decide to take updates at a time convenient to them High

64 State the SLA for uptime and reliability High

65 Is any SLA financially backed - if so how High

66 Is the system multi-tenanted, if so please outline any issues for SOAS this presents High

67All traffic needs to be SSL encrypted, with the minimum encryption levels of AES with 256bit or better. High

This section is not applicable to cloud based vendors

On Premise Solution

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Invitation to Tender for Supply, Installation & Maintenance of a Research Information System

Ref No. Description Priority

Compliance (full, partial,

non-compliant)

Comments/explanation of

how requirement is

met

68 Any supplied hardware supports 802.1x Medium

69Any server based software will run on Windows Server 2008 R2, 2012 R2 or SUSE Linux High

70 Any supplied hardware uses DHCP High

71 Any required hardware must not expect specific (static IP address) High

72Any required servers must be configured with LDAP, Radius or AD accounts (not local accounts) for administrative purposes High

73Any server hardware must be a standard rack mount server (not micro servers or vendor specific hardware) High

74 Any required servers can be provisioned as virtual hardware High

75Any database must be Oracle, MySQL or SQL Server (either most recent or previous main release) High

76 Any required hardware supports IPV4 High

77 Any required hardware supports IPV6 Medium

78 The product must not expect root login to server High

79 The product and environment support network monitoring (Nagios) Medium

80High Availability: support for high availability such as active-active load-balancing Medium

81 Any required hardware is compliant with EMC Directive 2004/108/EC High

82All proposed hardware shall operate from a 50Hz A.C. supply rated at a nominal voltage of 230 volts High

83 Any hardware will use power cables with standard BS1363 mains plugs attached High

84Equipment will operate within the tolerances permitted by the Electricity 55 19/10/07 Supply Regulations 1988, including all subsequent amendments. High

85 Equipment will operate within IEE Wiring High

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Invitation to Tender for Supply, Installation & Maintenance of a Research Information System

Ref No. Description Priority

Compliance (full, partial,

non-compliant)

Comments/explanation of

how requirement is

met

Regulation BS 7671:2001, including all subsequent amendments.

86Where relevant all hardware will be supplied with and will accept malware protection High

87Any hardware placed on the edge must not communicate directly with other edge hardware without routing through the core network High

Full Life Cycle (Sun Setting)

88 The product code is put into an escrow agreement High

89 There is an ability to extract data for migration to another product High

90 If the product has limits on concurrent usage, how are these enforced

Provide Information

91 Does the product require per user registration

Provide Information

92State arrangements for transfer of data and archives (and deletion of supplier’s copies) at the end of contractual period

Provide Information

93State complete list of servers and specifications (if any) required to make the product functional

Provide Information

94State any restrictions placed on SOAS staff from accessing the backend product or systems

Provide Information

95Have any document management functions been compared / tested against MoReq2

Provide Information

96SOAS IS systems conform to ISO 27001 - specify the controls in place to ensure this product continues to allow SOAS to work to this standard

Provide Information

97Please specify how the licensing model works. For example are the number of read licenses tied to the number of administration licenses.

Provide Information

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Invitation to Tender for Supply, Installation & Maintenance of a Research Information System

Ref No. Description Priority

Compliance (full, partial,

non-compliant)

Comments/explanation of

how requirement is

met

Grant Application Data

98 Each new project must be given a unique reference number High

99 Product can capture full project title High

100 Product can capture short project title Medium

101 Product can capture Principal Investigator first name High

102 Product can capture Principal Investigator last name High

103Product can capture unique identifier e.g. employee number for each SOAS applicant High

104 Product can capture multiple co-investigators first name High

105 Product can capture multiple co-investigators last name High

106Product can capture department/centre/institute of Principal Investigator and Co-Investigator High

107

Product can hold representations of multiple, complex organisational structures for use in approval hierarchies and reporting, which can be amended if Institutional structure changes High

108 Product captures Funder and contains a list of key funders which can be added to High

109Product captures funder scheme and contains a list of key schemes which can be added to High

110Product captures details of collaborating institution e.g. address, emails, admin contact person and investigators High

111 Product captures which is lead organisation Medium

112 Product captures deadline date High

113Product captures different types of deadline dates e.g. collaborator or internal. Medium

114 Product can distinguish between different types of deadline e.g. internal, personal

Medium

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Invitation to Tender for Supply, Installation & Maintenance of a Research Information System

Ref No. Description Priority

Compliance (full, partial,

non-compliant)

Comments/explanation of

how requirement is

met

choice, funders, collaborators etc.

115Product can link to online funding opportunity i.e. hyperlink to opportunity can be imported Medium

116 Product captures project dates i.e. start and end High

117 Product can include ethics questions Medium

118 Product can tag projects that require ethical approval Medium

119 Product can capture multiple key words relating to research projects Medium

120Product can include proposal checklist i.e. have you contacted the impact officer/discussed open access/considered data management Medium

121Product can also allow users to link their research projects with multiple centre/institutes/departments Medium

122 Product can capture decision due date Medium

123Product has a comments/notes box for capturing information such as contract and budget negotiations narratives High

124Product captures and automatically increments status of application e.g. under development, submitted, forecasted, awarded etc. High

125 Product allows tracking of who is peer reviewing High

126 Product allows for tracking of peer review progress and comments High

127Product allows for communication between Principal Investigator and research funding officer/approvers High

Costing Tool (Reference Appendix D showing to be Proposed Costing and Price process)

128 The proposed solution contains an integrated costing tool High

129 The costing tool uses full economic High

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Invitation to Tender for Supply, Installation & Maintenance of a Research Information System

Ref No. Description Priority

Compliance (full, partial,

non-compliant)

Comments/explanation of

how requirement is

met

costing methodology

130The costing tool includes a prompt to consider Impact costs, data management costs, Open Access etc. Medium

131 The costing tool allows for multiple funding rule sets High

132 The costing tool allows for different funder cost/price reports High

133 The costing tool reports on both cost and price of projects High

134The costing tool allows for changes when external and internal rates change e.g. VAT, NI, London Allowance, Indirect and estate costs High

135 The costing tool can report on amount applied for (price) High

136 The costing tool can report on the cost of the project High

137The costing tool allows for reporting on number of directly incurred staff costed into grants High

138 The costing tool allows for teaching replacement costs High

139The costing tool can export data in to standard formats for funders e.g. ESRC/AHRC JeS reports High

140The costing tool includes flexible categories for directly incurred costs e.g. equipment, travel and subsistence, sub-contracts, exceptions, staff High

141The costing tool allows for different inflation rates to be added to staff and non-staff costs High

142The costing tool reporting tool can separate costs by departments/centre/institute and individual investigators High

143The costing tool allows for investigators to be allocated variable work percentages over the course of a project High

144 The costing tools allows for different currencies and exchange rates High

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Invitation to Tender for Supply, Installation & Maintenance of a Research Information System

Ref No. Description Priority

Compliance (full, partial,

non-compliant)

Comments/explanation of

how requirement is

met

145 Exchange rates can be automatically derived from on-line services such as XE Medium

146The costing tool allows reporting on costs over user-definable time periods e.g. 18 month reporting periods for EU grants High

147The Product can categorise which income source the funder belongs to and report on this High

Approval workflows and hierarchies and alerts

148The product provides the capability to support internal approval workflows and hierarchies that automatically trigger after time or event High

149 Approvals can be tracked to see where bottlenecks are High

150 Product has workflow “expedite” and re-route functionality High

151 Product can alter approvals process based on financial amounts. Medium

152

Product has workflow-based alerting capability for all key business process points e.g. automatically alert relevant people when a project has been started, when peer review discussion is required High

153Product can automatically alert HR department to requirements of new staff contracts Medium

154The product can integrate with other email clients for sending or harvesting emails High

155 The product can generate and send an email or SMS to an individual(s) Medium

156 Emails sent out must be 'branded' (logo, colours, wording) using HTML Medium

Grant Decision Requirements

157 Product can capture decision date High

158 Product can capture decision of grants High

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Invitation to Tender for Supply, Installation & Maintenance of a Research Information System

Ref No. Description Priority

Compliance (full, partial,

non-compliant)

Comments/explanation of

how requirement is

met

i.e. unsuccessful/forecasted/awarded/ withdrawn/transferred

159Product captures contracts required e.g. head agreement, sub-contracts (collaboration agreements, consultancy agreements) Medium

160 Product can track status of agreements Medium

161 Product can flag and send reminder emails when agreements are due Medium

162Product allows for secondary approval at forecasted stage if required and automatic alerts to approvers High

163Product allows for multiple amendments to budget at awarded stage and maintains copies of each version High

164Product allows for changes to start and end dates and can automatically update costs High

165 Product allows for updates to personnel and collaborators High

Project Monitoring

166Product can interface with external providers of research output monitoring systems e.g. e-prints, altmetric, plum analytics High

167 Product allows for searching/discovering REF Impact-related data Medium

168Product to have method for storing audio, video, image and document files of various formats Medium

169 Product can include field to enter ORCiD High

170Product can include a field to enter Unique Identifier for REF Impact purposes and a link pointing to an associated SharePoint page Medium

171 Product captures HESA classifications High

172 Product captures REF Unit of Assessment High

173 Product can flag research projects to Medium

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Invitation to Tender for Supply, Installation & Maintenance of a Research Information System

Ref No. Description Priority

Compliance (full, partial,

non-compliant)

Comments/explanation of

how requirement is

met

academic research centres i.e. to groups other than just the departments.

Interface with HR system, NorthgateArinso ResourceLink

174Product can interface/alert HR system (Northgate Arinso ResourceLink) to update funded positions for Investigators High

175Product can interface/alert Northgate Arinso ResourceLink to update data on funder, early career researcher status, RA status (HESA) Medium

176Product obtains unique identifier i.e. employee number from the SOAS identity management system (AD and Identity Vault) High

177 Product can flag if staff contract changes Medium

178Product can identify employment status through interface to Northgate Arinso ResourceLink High

179The costing tool can interface with the Northgate Arinso ResourceLink system to obtain accurate up-to-date salary information on Investigators High

Interface with Finance System Unit4 Agresso

180 Product can export awarded budget data to Unit4 Agresso finance modules High

181The costing tool has bidirectional interface with Unit4 Agresso finance modules Medium

Reporting

182

Must incorporate sophisticated management information reporting tools and/or data export functionality for use by other reporting and analytical tools.  If third party tools are proposed as part of the solution, state what they are. High

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Invitation to Tender for Supply, Installation & Maintenance of a Research Information System

Ref No. Description Priority

Compliance (full, partial,

non-compliant)

Comments/explanation of

how requirement is

met

183Ability to produce management information on the core business processes i.e. grant applications, costings, peer review, ethics approval High

184The delivery of user-friendly and tailored enquiries reports against this management information High

185 The product allows reporting in graphical manner High

186 The data must be able to be exportable into Excel High

187

The product has pre-defined, parameterized reports on number of applications by department/centre/institute between user-definable time periods of submission High

188

Product has pre-defined, parameterized reports on the number of awards/rejections/applications pending/applications under development by department/centre/institute between certain time periods High

189Product can calculate percentage success rates both by value and volume, by department/centre/institute/faculty High

190

Product can calculate amount total income and contribution income between specified periods (both forecasted and secured) by department/centre/institute/faculty High

191 Product has pre-defined, parameterized reports on upcoming deadlines High

192Product has pre-defined, parameterized reports on number of applications by Funder and Scheme and report on the status of each High

193Product has pre-defined, parameterized reports on applications/awards within user-definable value ranges e.g. less than £50,000 or greater than £500,000 High

194 Product can list applications by individual investigators High

195 Product can list collaborative projects and search for individual institutions High

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Invitation to Tender for Supply, Installation & Maintenance of a Research Information System

Ref No. Description Priority

Compliance (full, partial,

non-compliant)

Comments/explanation of

how requirement is

met

196Product can identify number of new staff (Directly incurred staff) per grant, by department/faculty/centre/institute/School between project dates Medium

197Product can identify percentage of FTE committed by Directly allocated staff on project on the RIS Medium

198 Product captures key words of interest relating to research High

199Product has pre-defined, parameterized reports on type of funder by income source. High

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Invitation to Tender for Supply, Installation & Maintenance of a Research Information System

7.3 Approach Vendors must insert a methodology statement in this section covering the following:

Outline your approach to project planning

Outline your approach to implementation

Outline your approach to staff support and training

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Invitation to Tender for Supply, Installation & Maintenance of a Research Information System

Section 8: Commercial Response Requirements 8.1. Tenderers must use the template below to present their charges.

8.2. Prices should be itemised.

8.3. Prices should remain fixed for the duration of the contract, subject to annual increases in line with the Consumer Price Index (CPI). Indexation will be based on the date of contract award. Annual indexation will commence on 30th June 2017 and on 30th June each subsequent year thereafter.

8.4. All prices should be in pounds sterling, excluding VAT.

Software and Software Support and MaintenancePrice ex. VAT

Year 1 Year 2 Year 3 Year 4 Year 5

Licensing of the system:

The provision of the core system that can satisfy the requirements described in 7.2 for the following numbers of staff:

25 full functionality users in Research Office

450 academic staff with rights to enter and amend details of applications

100 read-only licenses for professional services staff

Provision of Support:

The fees associated with supporting the deployed system including maintenance, updates and upgrades

Additional On-going Costs:

The costs for licensing or maintaining any bespoke configuration that is outside the core licensing or hosting fees

Hosting:

Any fee associated with the hosting of the service by the vendor for SOAS covering four environments i.e. Development, Training, Test and Production/LIVE

Future Growth:

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Invitation to Tender for Supply, Installation & Maintenance of a Research Information System

Please state the costs to add:10 additional full functionality licenses10 additional academic staff licenses10 additional read-only licenses

Consultancy services

Services covering the implementation costs for the deployment and configuration of the system to make it satisfy the requirements described in 7.2.

Consultancy Services Description Daily rate Estimated number of days Total costs

Deployment

Configuration

Interface Development

Reporting

Training (specify types of courses and maximum numbers of candidates per training session)

Other: please specify

Total Costs

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Invitation to Tender for Supply, Installation & Maintenance of a Research Information System

Training

If SOAS requires training in the product and that training is not covered in the implementation, or if SOAS requires training after go-live, please specify the relevant costs:

Training IT Admin

Please specify any courses and costs that can be offered for IT administrative

Admin User

Please specify any courses and costs that can be offered for product administration

End User

Please specify any courses and costs that can be offered for the end user

Training Course Cost

Ad Hoc Training Day Costs

Training Materials

Environments Hardware

Please specify any hardware that SOAS would require to host the system *

Software

Please specify any additional software that SOAS would need **

Development

Test

Production / Live

Other Hardware ***

* E.g. a database server of specification with X GB of RAM, Y TB Hard Disk, and Z CPU. Please ensure to include the number of servers for each environment

** E.g. OS required (Windows Server 2012 Standard), Oracle Database

*** E.g. a VPN link or other hardware

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Invitation to Tender for Supply, Installation & Maintenance of a Research Information System

Section 9: Questionnaire

1. Introduction 1.1. This Questionnaire sets out the information which is required by SOAS, University of London

in order to assess the suitability of Potential Providers in terms of their technical knowledge and experience, capability/capacity, organisational and financial standing to meet the requirement.

1.2. In assessing the answers to the following questions, SOAS, University of London will be seeking evidence of the Potential Provider’s suitability to perform the services in terms of economic and financial standing, technical and professional ability. Qualification criteria will be a combination of both financial and non-financial factors and will be in accordance with the Public Contract Regulations 2015.

2. Instructions for Completion2.1. Recipients should complete this Questionnaire and to submit it, duly signed, together with

any requested supporting information by the Tender return date specified in paragraph 6 of Section 3 Instructions to Tenderers.

2.2. “You” / “Your” or “Potential provider” means the business or company which is completing Questionnaire.

2.3. Potential Providers should follow the instructions outlined below when completing this Questionnaire.

2.4. You should answer all questions as accurately and concisely as possible in the same order as the questions are presented. Where a question is not relevant to SOAS, University of London, this should be indicated, with an explanation.

2.5. The information supplied will be checked for completeness and compliance with the instructions before responses are evaluated.

2.6. If the question does not apply to you, please write N/A; if you don’t know the answer please write N/K. Failure to provide the required information, make a satisfactory response to any question, or supply documentation referred to in responses, within the specified timescale, may result in your application being disqualified.

2.7. In the event that none of the responses are deemed satisfactory, SOAS, University of London reserves the right to terminate the procurement and where appropriate re-advertise the procurement.

2.8. Potential Providers are advised neither to make any assumptions about their past or current supplier relationships with SOAS, University of London nor to assume that such prior business relationships will be taken into account in the evaluation procedure.

3. Sub-contracting Arrangements3.1. Where a sub-contracting approach is proposed, all information requested should be given in

respect of the prime contractor.

3.2. Where sub-contractors will play a significant role in the delivery of the services or products under any ensuing contract, Potential Providers should provide details of the composition of the supply chain at paragraph 3.6 of the Questionnaire, indicating which member of the supply chain will be responsible for the elements of the requirement.

3.3. SOAS, University of London recognises that arrangements in relation to sub-contracting may be subject to future change. However, Potential Providers should be aware that where sub-contractors are to play a significant role, any changes to those sub-contracting arrangements may constitute a material change and therefore may affect the ability of the Potential Provider to proceed with the procurement process or to provide the goods and/or services.

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Invitation to Tender for Supply, Installation & Maintenance of a Research Information System

4. Consortium Arrangements4.1. If the Potential Provider bidding for this requirement is, or is proposing to be part of a

consortium, the following information in respect of each of the consortium’s constituent members must be provided at paragraphs 3.6 and 3.8 of the Questionnaire:

The names of all the consortium or proposed consortium members

Details of the actual or proposed percentage shareholding of the constituent members within the consortium

The lead member of the consortium or proposed consortium that will be contractually responsible for delivery of the contract if a separate legal entity is not being created

4.2. Please note SOAS, University of London reserves the right to require a successful consortium to form a single legal entity in accordance with regulation 28 of the Public Contracts Regulations 2006.

4.3. SOAS, University of London recognises that arrangements in relation to consortia may (within limits) be subject to future change. Potential Providers should therefore respond in the light of the arrangements as currently envisaged. Potential Providers are reminded that any future proposed change in relation to consortia must be notified to SOAS, University of London so that it can make a further assessment by applying the Selection Criteria to the new information provided.

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Invitation to Tender for Supply, Installation & Maintenance of a Research Information System

5. Grounds for Mandatory RejectionIn some circumstances SOAS, University of London is required by law to exclude you from participating further in a procurement. If you cannot answer ‘no’ to every question in this section it is very unlikely that your application will be accepted, and you should contact us for advice before completing this form. Please state ‘Yes’ or ‘No’ to each question.

Has your organisation or any directors or partner or any other person who has powers of representation, decision or control been convicted of any of the following offences?

Yes / No

5.1 Conspiracy within the meaning of section 1 of the Criminal Law Act 1977 where that conspiracy relates to participation in a criminal organisation as defined in Article 2(1) of Council Joint Action 98/733/JHA (as amended)

5.2 Corruption within the meaning of section 1 of the Public Bodies Corrupt Practices Act 1889 or section 1 of the Prevention of Corruption Act 1906 (as amended)

5.3 The offence of bribery

5.4 Fraud, where the offence relates to fraud affecting the financial interests of the European Communities as defined by Article 1 of the Convention relating to the protection of the financial interests of the European Union, within the meaning of:

5.4.1 The offence of cheating the Revenue

5.4.2 The offence of conspiracy to defraud

5.4.3 Fraud or theft within the meaning of the Theft Act 1968 and the Theft Act 1978

5.4.4 Fraudulent trading within the meaning of section 458 of the Companies Act 1985 or section 993 of the Companies Act 2006

5.4.5 Defrauding the Customs within the meaning of the Customs and Excise Management Act 1979 and the Value Added Tax Act 1994

5.4.6 An offence in connection with taxation in the European Community within the meaning of section 71 of the Criminal Justice Act 1993; or

5.4.7 Destroying, defacing or concealing of documents or procuring the extension of a valuable security within the meaning of section 20 of the Theft Act 1968

5.5 Money laundering within the meaning of the Money Laundering Regulations 2003 or Money Laundering Regulations 2007; or

5.6 Any other offence within the meaning of Article 45(1) of Directive 2004/18/EC as defined by the national law of any relevant State.

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Invitation to Tender for Supply, Installation & Maintenance of a Research Information System

6. Grounds for Discretionary RejectionSOAS, University of London is entitled to exclude you from consideration if any of the following apply but may decide to allow you to proceed further. If you cannot answer ‘no’ to every question it is possible that your application might not be accepted. In the event that any of the following do apply, please set out (in a separate Annex) full details of the relevant incident and any remedial action taken subsequently. The information provided will be taken into account by the Authority in considering whether or not you will be able to proceed any further in respect of this procurement exercise.

Please state ‘Yes’ or ‘No’ to each question.

Is any of the following true of your organisation? Yes / No

6.1 being an individual,is bankrupt or has had a receiving order or administration order or bankruptcy restrictions order made against him or has made any composition or arrangement with or for the benefit of his creditors or has not made any conveyance or assignment for the benefit of his creditors or appears unable to pay or to have no reasonable prospect of being able to pay, a debt within the meaning of section 268 of the Insolvency Act 1986, or article 242 of the Insolvency (Northern Ireland) Order 1989, or in Scotland has granted a trust deed for creditors or become otherwise apparently insolvent, or is the subject of a petition presented for sequestration of his estate, or is the subject of any similar procedure under the law of any other state;

6.2 being a partnership constituted under Scots law,has granted a trust deed or become otherwise apparently insolvent, or is the subject of a petition presented for sequestration of its estate; or

6.3 being a company or any other entity within the meaning of section 255 of the Enterprise Act 2002has passed a resolution or is the subject of an order by the court for the company’s winding up otherwise than for the purpose of bona fide reconstruction or amalgamation, or had a receiver, manager or administrator on behalf of a creditor appointed in respect of the company’s business or any part thereof or is the subject of similar procedures under the law of any other state?

Has your organisation

6.4 been convicted of a criminal offence relating to the conduct of your business or profession;

6.5 committed an act of grave misconduct in the course of your business or profession;

6.6 failed to fulfil obligations relating to the payment of social security contributions under the law of any part of the United Kingdom or of the relevant State in which you are established;

6.7 failed to fulfil obligations relating to the payment of taxes under the law of any part of the United Kingdom or of the relevant State in which you are established; or

6.8 been guilty of serious misrepresentation in providing any information required of you under Regulation 23 of the Public Contracts Regulations 2006?

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Invitation to Tender for Supply, Installation & Maintenance of a Research Information System

7. Organisation Details

Full name of organisation tendering (or of organisation acting as lead contact where a consortium bid is being submitted):

Registered office address:

Website:

7.1. Contact Details for enquiries about this Questionnaire

Name

Address

Telephone Number

Mobile

Email

7.2. Current legal status of the Potential Provider

Please tick one box

Sole Trader

Limited Liability Partnership

Other Partnership

Public Limited Company

Limited Company

Other (please specify)

7.3. Date and place of formation of the Potential Provider and, if applicable, registration under the Companies Act 2006.1 You may be required to provide copies of Certificates of Incorporation (where appropriate) and any changes of name, registered office and principal place of business at a later date.

Date of formation

Place of formation

Date of registration

1 Potential Providers established outside the United Kingdom may provide equivalent information. For a list of acceptable equivalent information please refer to in Regulation 23(7) of the Public Contracts Regulations 2006.

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Company or charity registration number

Principal place of business

7.4. Ownership structure

7.4.1.Full legal name and address of immediate parent company if applicable

Company Name

Address

Company registration number 2

7.5. Full legal name and address of (ultimate) Parent Company if applicable

Company Name

Address

Company registration number3

7.6. If the Potential Provider is a division or subsidiary, what is its relationship with the Parent Company (ownership, directorship, authority, etc.)

Relationship

7.7. Please provide a one-page chart illustrating the ownership structure of the Potential Provider including relations to any parent or other group or holding companies.

Ownership structure enclosed (please tick √)

7.8. Organisation History

Brief history of the Potential Provider’s organisation, no more than 400 words, including details of any parent and associated companies and any changes of ownership over the last 5 years including details of significant pending developments, changes in financial structure or ownership, prospective take-over bids, buy-outs and closures, etc. which are currently in the public domain.

7.9. Consortia and Subcontracting. Please tick the box which applies

2 Or, for parent companies established outside the United Kingdom, equivalent information as set out in Regulation 23(7) of the Public Contracts Regulations 2006.3 Or, for parent companies established outside the United Kingdom, equivalent information as set out in Regulation 23(7) of the Public Contracts Regulations 2006.

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a Your organisation is bidding to provide the services required itself

b Your organisation is bidding in the role of Prime Contractor and intends to use third parties to provide some services

c The Potential Provider is a consortium

a. The Potential Provider is proposing to form a consortium

If your answer is (b), (c) or (d), please indicate in the table below (by inserting the relevant company/organisation names) the composition of the supply chain, indicating which member of the supply chain (which may include the Potential Provider solely or together with other providers) will be responsible for the elements of the requirement and, if the Potential Provider is a consortium, details of the actual or proposed percentage shareholding of the constituent members within the consortium. Please refer to paragraph 3 entitled “Sub-contracting Arrangements” and paragraph 4 entitled “Consortium Arrangements” in the Introduction to this Questionnaire

Requirement Company/Organisation Actual or Proposed percentage shareholding if potential provider is a consortium

If your answer to 3.6 is (b) and you are unable to confirm all sub-contractors (complete supply chain) at this stage, you will need to demonstrate a satisfactory methodology and track record of delivering a supply chain. Please give a brief outline on policy regarding the use of sub-contractors and, if applicable, the extent to which it is envisaged they may be used in any contract

Methodology for procuring supply chain ([300] words or fewer)

If your answer to 3.6 is (d) please identify the lead member of the proposed consortium who will be contractually responsible for delivery of the contract (if a separate legal entity is not being created)

7.10. VAT registration number

VAT Registration number

7.11. Registration with professional body (for completion by non-UK businesses only)

7.11.1 Is your business registered with the appropriate trade or professional register(s) in the EU member state where it is established (as set out in Annexes IX A-C of Directive 2004/18/EC) under the conditions laid down by that member state).

7.11.2 Is it a legal requirement in the State where you are established for you to be licensed or a

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member of a relevant organisation in order to provide the requirement in this procurement? If yes, please provide details of what is required and confirm that you have complied with this.

8. Economic & Financial Standing8.1. Please provide the following financial information. If the organisation is a subsidiary of a

group, the information is required for both the subsidiary and the ultimate parent company. Where a consortium or association is proposed, the information is requested for each member company:

8.1.1.A copy of the most recent audited accounts for your organisation that cover the last two years of trading or for the period that is available if trading for less than two years.

8.1.2.A statement of the organisation’s turnover, Profit & Loss and cash flow position for the most recent full year of trading (or part year if full year not applicable) and an end period balance sheet, where this information is not available in an audited form at (4.1.1).

8.1.3.Where (4.1.2) cannot be provided, a statement of the organisation’s cash flow forecast for the current year and a bank letter outlining the current cash and credit facility position.

8.1.4.Alternative means of demonstrating financial status if trading for less than a year.

8.2. Parent company and/or performance bond or other guarantees of performance and financial standing may be required if considered appropriate. Where the potential provider is dependent financially on a parent company to support its application for this procurement, it must indicate in the box below whether a Parent Guarantee is available if requested

Where required, is a Parent Guarantee available? Yes / No (Please delete)

8.3. Name and address of principal banker

Bank Name

Address

If requested, would you be willing to provide a Banker’s reference? YES/NO

9. Insurance9.1. Employer’s Liability

Employers’ liability insurance is a legal requirement (except for businesses employing only the owner/close family members) and this should be at least £5 million. Please confirm that you have this in place

Yes / No

(Please delete)

9.2. SOAS, University of London will require the following minimum levels of insurance in relation to this contract:

9.2.1.Employers liability £10,000,000

9.2.2.Public liability £5,000,00

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If the Potential Provider does not hold the above levels of cover, please confirm that they would, if awarded the contract, obtain the required level of insurance prior to the contract commencing.

Willing to obtain insurance to the levels required by SOAS, University of London (as specified above)

Yes / No

(please delete)

10.Disputes10.1. Is there any material pending or threatened litigation or other legal proceedings connected

with similar projects against the Potential Provider and/or any of its named supply chain members (sub-contractors) that may affect delivery of this project?

Legal proceedings pending YES / NO (please delete)

10.2. If you have answered ‘Yes’ to 6.1 please give an explanatory statement:

Brief statement (300 words or fewer)

Either insert required details or state ‘None’

10.3. Have there been any material litigation or other legal proceedings connected with similar projects against the Potential Provider and/or any of its named supply chain members (sub-contractors) that may affect delivery of this project in the last three years?

Legal proceedings YES / NO (please delete)

10.4. If you have answered ‘Yes’ to 10.3 please give an explanatory statement:

Brief statement (300 words or fewer)

Either insert required details or state ‘None’

11. Data Protection11.1. Please describe the extent to which you will be processing personal data when providing

services to SOAS, University of London and indicate where such data may be shared with others.

Brief statement (300 words or fewer)

Eit Either insert required details or state ‘None’

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11.2. Please describe the specific procedures and controls you have or will put in place to ensure that such personal data is handled in accordance with the Data Protection Act 1998.

Brief statement (300 words or fewer)

Either insert required details or state ‘Not Applicable’

11.3. Please provide details of the data protection policies and procedures you have in place and details of staff qualified to handle data protection issues

Brief statement (300 words or fewer)

Either insert required details or state ‘Not Applicable’

12. Capability and Capacity12.1. Please provide details of the Potential Provider’s principal areas of business activity, main

products and services

12.2. Staffing

How many staff does your organisation (including consortia members or named sub-contractors where appropriate) employ relevant to the carrying out of services and/or delivery of goods similar to those required under this contract?

12.3. Experience

Please provide details of up to three contracts from either or both the public and private sector, that are relevant to SOAS, University of London’s requirement. Contracts for the supply of goods or services should have been performed during the past three years. Works contracts may be from the past five years. 

The customer contact should be prepared to speak to SOAS to confirm the accuracy of the information provided below if so required.

Please include at least one reference site that the SOAS evaluation team could visit in order to see the proposed system in operation.

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Where the Potential provider is a special purpose vehicle and not intending to be the main provider of the goods or services, the information requested should be provided in respect of the principal intended provider of the goods or services.

Customer name and address

Customer contact name, tel. number and email

1.Contract start date

2.Contract completion date

3.Contract Value

Brief description of contract (max 150 words) including evidence as to your technical capability in this market

12.3.1

12.3.2

12.3.3

12.4. Please provide details of the technicians or technical services available to the Potential Provider to carry out the works or provide the goods or services in the requirement, particularly those involved with quality control, whether or not they are independent of the Potential Provider

Statement of technical services and technicians available to the Potential Provider

12.5. In relation to the requirement please provide details of the Potential Provider’s available technical facilities, study and research facilities, tools, plant and technical equipment

Statement of available facilities

12.6. Where the requirement is for the supply of services or works and the Potential Provider is an individual please provide details of the educational and professional qualifications of:

Potential Provider

The Potential Provider’s managerial staff, if any

The one or more persons who would be responsible for providing the services or carrying out the works.

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12.7. Please provide details of the Potential Provider’s technical ability to perform the contract, including details of skills, efficiency, experience and reliability relevant to the contract

Details of the Potential Provider’s technical ability

12.8. Please provide details of the Potential Provider’s measures for ensuring quality in relation to the goods to be sold or hired or the services provided under the contract

Details of the Potential Provider’s measures to ensure quality such as Quality Management systems

12.9. Please provide details of the customer support service, number of staff and its geographical location.

Please provide details of the customer support service, number of staff and its geographical location.

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Schedule 1: Form of TenderPROVISION OF: Supply, Installation and Maintenance of a Research Information System

REFERENCE NUMBER: SOAS120

To: SOAS, University of London, Thornhaugh Street, Russell Square, London WC1H 0XG

Date: [Tenderer to insert date]

From: [Tenderer to insert name of organisation submitting Tender]

Having examined the Invitation to Tender (ITT) and all other Schedules, and being fully satisfied in all respects with the requirements of the ITT (including the SOAS, University of London Terms of Trade), I/we hereby offer to provide Supply, Installation and Maintenance of a Research Information System as specified. If this offer is accepted I/we will execute documents in the form of the Contract within 30 days of being called upon to do so.

I/We confirm that I/we agree with SOAS, University of London in legally binding terms to comply with the provisions relating to confidentiality set out in Section 4 “Instructions to Tenderers” Paragraph 3 “Confidentiality” of the ITT.

I confirm I have read and fully understand the requirements set out in your ITT.

In compliance with your requirements as set out in your ITT I have completed and enclose the following documents:

SCHEDULE 1: Form of Tender

Specification Response

Commercial Response

Questionnaire

I also confirm that I have complied with the specific requirements set out in the documents detailed in the table below:

SCHEDULE 2: Collusive Tendering

SCHEDULE 3: Canvassing

This Tender shall remain open for acceptance by SOAS, University of London for a period of 60 days after the due date for return of tenders specified in the Invitation to Tender.

I warrant that I have all the requisite corporate authority to sign this Tender and confirm that I have complied with all the requirements set out.

Signed for and on behalf of the above named Tenderer:

Signature:

.....................................................................................................…............

Position: ......................................................................................................….............

Date: ....................................................................................................…...............

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Schedule 2: Collusive TenderingTENDER FOR SUPPLY OF Supply, Installation and Maintenance of a Research Information SystemThe essence of the public procurement process is that SOAS, University of London shall receive bona fide competitive Tenders from all Tenderers. In recognition of this principle and in signing Schedule 1: Form of Tender I/we warrant this is a bona fide Tender, intended to be competitive and that I/we have not fixed or adjusted the amount of the Tender or the rates and prices quoted by or under or in accordance with any agreement or arrangement with any other party.

I/We also confirm that I/we have not done and undertake that I/we will not do at any time any of the following acts:

Communicate to a party other than SOAS, University of London the amount or approximate amount of my/our proposed Tender (other than in confidence in order to obtain quotations necessary for the preparation of the Tender and/or insurance), enter into any agreement or arrangement with any other party that he shall refrain from tendering or as to the amount of any Tender to be submitted, or offer or agree to pay or give or pay or give any sum of money inducement or valuable consideration directly or indirectly to any person for doing or having done or causing or having caused any act or omission to be done in relation to any other tender or the proposed Tender.

In this Schedule:

The word “person” includes any person, body or association, corporate or incorporate

The phrase “any agreement or arrangement” includes any transaction, formal or informal whether legally binding or not.

Schedule 3: CanvassingTENDER FOR Supply, Installation and Maintenance of a Research Information SystemI/We hereby confirm that I/we have not canvassed any member, officer, employee, or agent of SOAS, University of London or Other Contracting Body in connection with the award of the Contract for Supply, Installation and Maintenance of a Research Information System and that no person employed by me/us or acting on my/our behalf has done any such act.

I/We further hereby undertake that I/we will not prior to the conclusion of the Provider selection process canvass or solicit any member, employee, agent or provider of SOAS, University of London in connection with the award of the Contract SOAS120 and that no person employed by me/us or acting on my/our behalf will do any such act.

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TERMS AND CONDITIONS OF CONTRACTAppendix A: SOAS, University of London Standard Terms of Contract

1. Definitions'we', 'us' and 'our' means SOAS, University of London.'you' and 'your' means the person, firm or company making the Supply.‘Attachment’ means a document which sets out the particular features of the Contract.`Authorised Officer' means our employee authorised to issue and deal with the Contract.Authorised' means signed by an Authorised Officer.‘Confidential Information’ means all information (written or oral) not in the public domain concerning the business and affairs of either party which is obtained in connection with the Contract.‘Contract' has the meaning given in Condition 2.‘Form of Agreement’ means a form of agreement signed by the parties.`Goods' ‘Services’ ‘Works’ means the goods services and/or works described in the Contract.‘Intellectual Property Rights’ mean patents, trademarks, service marks, registered designs, copyrights, database rights, design rights, confidential information and any other right recognised in any jurisdiction.‘Loss’ means any loss, costs, damages or expenses howsoever arising.`Package' means any type of package used to make delivery including without limitation bags, cases, carboys, cylinders, drums, pallets, tank wagons and other containers.`Price' means the price stated in the Contract.`Purchase Order' means an Authorised purchase order.‘Supply’ means the Goods, Services and/or Works.2. The Contract2.1 The Contract shall comprise (in order of precedence): any Form of Agreement, any Attachment, any Purchase Order, these Standard Terms and any other document identified as forming part of the Contract.3. Price3.1 The Price is fixed and comprehensive. Unless otherwise agreed there are no additional charges, including without limitation for design, storage, packing, insurance, delivery to the delivery address, duty, taxes, carriage, installation and commissioning. VAT is payable in addition.4. Variations4.1 If we wish to vary the Supply we will ask you to provide a quotation within 14 days (or such longer period as we agree is reasonable). No variation shall be implemented unless the Authorised Officer notifies acceptance of the quotation in writing.5. Our right of cancellation5.1 We may cancel the Contract at any time by sending you a notice of termination. If you submit a written termination claim within the following three months we will pay all sums which in our reasonable opinion are properly due and owing up to the date of termination in full and final settlement. We shall not be liable for any loss of profits or any indirect or consequential loss arising from our cancellation. The total of all payments made or due to you under the Contract, including any termination payment, shall not exceed the Price.6. Quality and description6.1 The Supply shall conform in every respect with:(a) with the provisions of the Contract (including without limitation any standards of performance specified in the Contract);(b) the requirements of any relevant UK or EC statute, order, regulation, directives, standard, code of practice or bye-law or international agreement from time to time in force which is relevant to the Supply;(c) any recommendation or representation you have made; and(d) professional standards which might reasonably be expected.6.2 Goods shall:(a) unless otherwise agreed be fit for any purpose made known to you expressly or by implication and in this respect we rely on your skill and judgement;(b) be new (unless otherwise specified in the Contract), of sound materials and made with skilled and careful workmanship;(c) correspond to their description and any samples, patterns, drawings, plans and specifications referred to in the Contract; and(d) be of satisfactory quality.7. Access to our premises etc.7.1 Where access to our premises is required, you shall comply with our reasonable requirements. Access shall be at your risk. At the completion of the Supply you shall leave our premises in a clean condition, ready for occupation, having reported to the Authorised Officer and repaired any damage.

8. Progress and inspection8.1 You shall provide any programmes of work, manufacture and delivery we may reasonably require. You shall notify us immediately if your progress falls behind or may fall behind any of these programmes.8.2 We shall have the right to check progress at your works and those of any sub-contractor at all reasonable times. Any inspection or approval shall not relieve you from your obligations under the Contract.8.3 The Authorised Officer must be notified and consent obtained to any extension of time. Unless otherwise agreed, time shall be of the essence.9. Packaging9.1 Unless otherwise agreed, all Packages shall be non-returnable. If a Package is returnable, you must give us full return instructions before the time of delivery, the Package must be clearly marked to show to whom it belongs and, unless otherwise agreed, you must pay the costs for the return of Package. We shall not be liable for any Package lost or damaged in transit.

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10. Safety10.1 You shall(a) have full regard to safety of persons and comply with the Health and Safety at Work Act 1974 and its subordinate regulatory framework, and of any other Acts pertaining to the health and safety of persons and where supplying food observe all requirements in relation to food safety;(b) conduct all necessary tests prior to delivery to ensure that the Supply will be safe and without risk to the health or safety of persons;(c) provide adequate safety information data sheets and content identification, particularly of hazardous materials; and(d) throughout the progress of any Works, keep the site in an orderly state and provide and maintain all lights, guards, fencing and warning signs for the protection of the Works and the safety and convenience of the public and others.11. Delivery of Goods11.1 Goods shall be properly packed and despatched to arrive in good condition at the specified department address and nowhere else.12. Late or damaged delivery of Goods12.1 If any of Goods are not delivered on time or arrive damaged then we may by written notice do any of the following: cancel any undelivered balance of the Goods; return for full credit and at your expense any goods that in our opinion cannot be used; require you as quickly as possible to repair or replace the Goods.13. Property and risk13.1 You shall bear all risks of loss or damage to Goods until delivery and insure accordingly.13.2 Without prejudice to our right of rejection, ownership of Goods shall pass to us if we make any advance payment (thereupon you must mark the Goods as our property) or otherwise on delivery of the Goods14. Rejection14.1 We have the right to reject a Supply in whole or in part, whether or not paid for, within a reasonable time if it is not completely in accordance with the Contract (even if the variation is only slight or minor). You will be allowed a short period to correct the Supply. (Alternatively we may agree a reasonable deduction from the Price.) This will be one month or such shorter period as we may reasonably determine given the nature of the Supply. After this we shall be entitled to reject the Supply. In the case of late Works or Services, we may have them performed by alternative means and charge you any additional cost. You must collect all rejected goods within a reasonable time of rejection or we shall return them to you at your risk and expense.15. Payment15.1 Unless stated otherwise in the Contract(a) an invoice may not be submitted until we have notified you of acceptance and(b) we shall pay you by 30th of the month following that in which a correctly rendered invoice is received;15.2 Your invoice must be sent to the specified department and must quote the full Contract reference number. We shall not be held responsible for delays in payment caused by your failure to supply accurate invoices or comply with our invoicing instructions.16. Your warranty16.1 Unless otherwise agreed(a) you will correct defects arising during the warranty period which shall be 12 months from first use or 18 months from acceptance, whichever period expires first; repairs or replacements will subject to a warranty period of 12 months; and(b) spares will continue to be available for at least 10 years from delivery of Goods.17. Liability and insurance17.1 Subject to Condition 17.2(a) Neither party shall be liable for any Loss of an indirect or consequential nature including without limitation any loss of profit, revenue or anticipated savings.(b) In respect of all other Losses each party’s liability shall be limited as follows:

Loss of a type Limitcovered by your insurance required under the Contract

the insurance level required by the Contract

not covered by your insurance

125% of the Price

17.2 Nothing in the Contract shall exclude or limit liability for death or personal injury caused by negligence, bribery, fraud or fraudulent misrepresentation, third party claims or Intellectual Property Rights infringement.17.3 You shall maintain satisfactory insurance to cover the risks contemplated by the Contract. Unless we require higher levels: public liability insurance of at least £1 million (£5 million for catering contracts) shall be obtained; and where the Supply includes a supply of professional or intellectually based services you shall maintain professional indemnity insurance during the Contract period and for 6 years afterwards of at least £500,000. Satisfactory evidence of such insurance and payment of current premiums shall be shown to us upon request. All policies shall contain an indemnity to principals clause.18. Recovery of sums due18.1 Whenever under the Contract any sums of money shall be recoverable from or payable by you, they may be deducted from any sums then due, or which at any later time may become due to you under the Contract or under any other contract you may have with us.19. Matters beyond control19.1 Neither of us shall be liable for any delay or failure to perform if this is caused by circumstances which were not reasonably foreseeable at the date of the Contract and are beyond the reasonable control of the defaulting party. If the Supply cannot be completed within a reasonable time after the date as specified in the Contract, then the innocent party may cancel the Contract. We shall pay to you such sum as we determine is fair and reasonable in respect of work performed by you under the Contract and value we receive prior to cancellation.20. Articles on loan and use of information and name20.1 All Intellectual Property Rights in anything we make available to you or which you obtain from us in connection with the Contract shall remain vested solely in us, shall be kept confidential and surrendered to us upon demand in good and serviceable condition (fair wear and tear allowed) and shall be used solely for the purpose of completing the Contract. All such items shall be at your risk and insured by you. You agree that no copy will be made or item removed from our premises without the consent in writing of the Authorised Officer.20.2 You shall not use the name, any adaptation of the name, any logo, trademark or other device of SOAS, University of

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London (including without limitation in any advertising, promotional or sales materials) without prior written consent obtained from us in each case.20.3 You shall maintain procedures to ensure security of any data accessed in performing the Supply and, where applicable, shall process data only as instructed and observe (and not render the University non-compliant with) the provisions of the Data Protection Act 1998.21. Ownership of Intellectual Property21.1 Where the Authorised Officer has so required prior to the date of the Contract, you hereby assign to us all existing and future Intellectual Property Rights in any Services. In this event you shall be entitled, subject to Condition 31, to use any generic knowledge, skills and expertise which may have general applications for other clients.22.2 Where you retain the Intellectual Property Rights, you hereby grant us an irrevocable, non-exclusive, royalty-free licence to use all aspects of the Supply for all purposes.22. Infringement22.1 Except to the extent that infringement arises from our design or instructions or from our data or information, you warrant that the Supply will not infringe the Intellectual Property Rights of any third party.23. Termination23.1 A party shall be entitled at any time to terminate the Contract forthwith by giving notice in writing to the other if any of the following apply:(a) The other party has been in material default or breach of any one or more of its obligations under the Contract and has not within 21 days’ notice of such default or breach rectified such default or breach to the innocent party’s reasonable satisfaction.(b) The other party has been served with a notice pursuant to Condition 23.1(a) on no less than three previous occasions.(c) The other party ceases to carry on business, is unable to pay its debts when they fall due, is declared bankrupt, or an order is made or a resolution passed for its winding up or for the appointment of an administrator, receiver, liquidator or manager.Termination shall not affect the accrued rights of either party. Conditions 17, 20, 21, 31 and 32 shall survive termination or expiry of the Contract.24. Purchase outside the contract24.1 We shall have the right to employ a person other than you to make supplies of the type contemplated by the Contract if we shall in our absolute discretion think fit to do so.25. Assignment and sub-contracting25.1 The Contract shall not be assigned by you nor sub-contracted as a whole. You shall not sub-contract any part of the Contract without our written consent, but we shall not refuse such consent unreasonably. The restriction contained in this condition shall not apply to sub-contracts for materials for minor details or for any aspect where the sub-contractor is named in the Contract. You shall be responsible for all work done and goods supplied by all sub-contractors.26. Bribery and Fraud26.1 We may terminate the Contract forthwith, on giving notice in writing expiring at any time, if any person associated with You offers, promises or gives a financial or other advantage to bring about improper performance in relation to the award or execution of the Agreement (“bribery”) or attempts to defraud or succeeds in defrauding the University in any other way. You shall ensure that all transactions done in contemplation or performance of the Contract are fully and promptly recorded.27. Waiver27.1 A failure at any time to enforce any provision of the Contract shall in no way affect the right at a later date to require complete performance of the Contract, nor shall the waiver of the breach of any provision be taken or held to be a waiver of any subsequent breach of the provision or be a waiver of the provision itself.28. Notice28.1 Notices shall be deemed served on delivery, within 5 working days of first class posting in the UK (working days if posted outside the UK) or upon confirmed successful fax transmission before 5pm on a working day. Notices to us must be served on our Authorised Officer.29. Amendment and third parties29.1 Variations to these Conditions shall be binding only if in writing and signed by our Authorised Officer. It is not intended that any third party should have the right to enforce any term of the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.30. Discrimination30.1 You shall not unlawfully discriminate (directly or indirectly) within the meaning and scope of any law, enactment, order or regulation relating to discrimination in the provision of services to the public or in employment (whether in race, gender, religion, disability, sexual orientation, age or otherwise) or any statutory modification or re-enactment thereof. You shall to the extent relevant to delivery of the Supply comply with our equal opportunities policies, which may be consulted on our website. You shall take all necessary steps to secure the observance of these provisions by all your servants, employees or agents and all sub-contractors employed in the execution of the Contract and promptly provide such information as we may reasonably require. You shall notify us immediately in writing as soon as you become aware of any investigation or proceedings brought against you under the relevant legislation. You shall co-operate with any investigation by us or a body empowered to carry out such investigations in relation to alleged or suspected discrimination.31. Confidentiality31. We each undertake to the other to keep all Confidential Information confidential, except if consent has been given or to the extent that:(a) disclosure or use is necessary by the relevant party for the proper and effective performance of its obligations under the Contract (including disclosure by either party to its insurers and professional advisers); or(b) disclosure is required by law to any government, governmental department, agency, regulatory or fiscal body or authority.You shall use all reasonable endeavours to ensure that your employees, agents and sub-consultants comply with this Condition as if parties to the Contract.32. Law32.1 The Contract shall be subject to and construed in accordance with English Law. You hereby irrevocably submit to the exclusive jurisdiction of the English courts.

Signed ………………………….

On behalf of:

….……………………………. (company name)

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Print Name: ……………………. Date:……………………………

Appendix B: Terms and Conditions For the Procurement of Services

1. Definitions

1.1. In this Contract the following terms shall have the following meaning: “Authorised Service Recipient” means any employee, contractor, agent or representative of SOAS, University of London as notified to the Supplier; “Contract” means the Order and the Supplier's acceptance of the Order; “Contract Price” means the price payable by SOAS, University of London to the Supplier as specified in the Order; “Deliverables” means the documents, products and materials developed by the Supplier or its agents, subcontractors and employees in relation to the Services; “IPR” means copyright, patent, trade mark, service mark, design right, topography right, database right, rights of confidence, broadcast rights, trades or business names and all other similar rights anywhere in the world whether or not registered and including applications for registration of any of them; “Order” or “Purchase Order” means SOAS, University of London’s written instruction to buy the Services incorporating these Conditions and any other written specification detailing the Supplier, the Services, the Contract Price, and where appropriate any Special Conditions; “Safety Requirements” means health, safety, fire and environmental requirements (whether legislative or otherwise), codes of practice, guidance and policy; “Services” means any services to be provided by the Supplier under the Contract; “Special Conditions” means any amendments or additional conditions specified in the Order which shall take precedence over these terms of trade; “SOAS, University of London” means SOAS, University of London, Thornhaugh Street, Russell Square, London WC1H OXG. ; “Supplier” shall be the person firm or company who accepts an Order; “VAT” value added tax chargeable under English law for the time being and any similar additional tax.

2. Application of Conditions

2.1. Subject to any variation under Condition 2.3, the terms of the Order shall prevail at all times over all other terms and conditions which the Supplier may purport to apply and to the extent any obligations hereunder have already been performed by either party, then such obligations shall for all purposes be deemed to have been performed in accordance with and subject to the provisions of the terms of the Order.

2.2. Each Order shall be deemed to be an offer by SOAS, University of London to buy the Services subject to these Conditions and no Order shall be accepted until the Supplier either expressly, by giving notice of acceptance, or impliedly, by fulfilling the Order in whole or in part, accepts the offer. The Supplier undertakes to deliver the Services in accordance with the Contract. Timely provision is of the essence of the Contract and the Supplier shall notify SOAS, University of London immediately it becomes aware of any likely delay in such provision.

2.3. Any variation to these Conditions shall have no effect unless expressly agreed in writing by both parties.

3. Services

3.1. The Supplier shall provide the Services and deliver the Deliverables to SOAS, University of London or to any Authorised Service Recipient in accordance with the Contract.

3.2. The Supplier shall meet, and time is of the essence as to, any performance dates specified in the Order. If the Supplier fails to do so, SOAS, University of London may (without prejudice to any other rights it may have):

3.2.1. terminate the Contract in whole or in part without liability to the Supplier;3.2.2. refuse to accept any subsequent performance of the Services which the Supplier attempts to make;3.2.3. purchase substitute services from elsewhere;3.2.4. hold the Supplier accountable for any loss and additional costs incurred; and3.2.5. have all sums previously paid by SOAS, University of London to the Supplier under the Contract refunded

by the Supplier.The Supplier warrants and represents that:

3.2.6. it has the experience, qualifications, staff and capability to and will execute the Services efficiently and expeditiously to SOAS, University of London’s satisfaction in accordance with best professional standards and these Conditions;

3.2.7. it has the power to enter into and perform its obligations under the Contract, and its obligations under the Contract constitute its legal, valid and binding obligations enforceable in accordance with its terms;

3.2.8. it has, will retain and will keep in force all titles, permits, licences, and certificates necessary for it to perform its obligations and duties under the Contract and shall comply with all applicable laws, rules and regulations relating to the Services including SOAS, University of London internal regulations and procedures; and

3.2.9. SOAS (University of London’s) use and possession of the Services or any part thereof in accordance with the terms of the Contract shall not infringe any IPR of any third party.

3.3. The Supplier warrants that the Deliverables supplied by it and/or used by it to perform and/or support the Services:

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3.3.1. shall be Euro Compliant. “Euro Compliant” means that any software, hardware or firmware forming part of the Deliverables will be capable:

3.3.1.1. of performing all functions for more than one currency;3.3.1.2. of complying with all legal requirements now or hereafter (at the time of their becoming

law) applicable to the Euro including, but without limitation, the rules on conversion and rounding set out in EC Regulation number 1103/97; and

3.3.1.3. of displaying and printing and will (at the time of the enactment of law requiring it to be the case) incorporate in all relevant screen layouts all symbols and codes adopted by any government or any other European Union body or other regulatory authority in relation to the Euro.

3.3.2. shall not contain any computer code:3.3.2.1. designed to disrupt, disable, harm, or otherwise impede in any manner, including

aesthetically disruptions or distortions, the operation of the Services, or any of SOAS, University of London’s other associated software, firmware, hardware, computer system or network (sometimes referred to as “viruses” or “worms”);

3.3.2.2. that would disable the Services or impair in any way its operation based on the elapsing of a period of time, exceeding an authorised number of copies, advancement to a particular date or other numeral (sometimes referred to as “time bombs”, “time locks”, or “drop dead” devices) or

3.3.2.3. that would permit the Supplier or others to access the Services to cause such disablement or impairment (sometimes referred to as “traps”, “access codes” or “trap door” devices), or any other similar harmful, malicious or hidden procedures, routines or mechanisms which would cause such programs to cease functioning or to damage or corrupt data, storage media, programs, equipment or communications, or otherwise interfere with operations.

3.3.2.4. shall perform in accordance with any relevant specification and/or documentation

4. Fees and Payment

4.1. SOAS, University of London shall pay to the Supplier the Contract Price exclusive of VAT (which if applicable shall be applied at the appropriate rate) subject to and in accordance with Conditions 4.2, 4.3 and 4.4 below.

4.2. The Supplier shall submit a valid VAT invoice for the whole or any part of the Contract Price to SOAS, University of London at the address specified in the Order quoting the relevant Order number. SOAS, University of London shall pay such sums as are due by 30 days from receipt of the Supplier’s invoice, provided that the invoice quotes a valid Purchase Order number and is sent to the address advised on such Purchase Order.

4.3. SOAS, University of London reserves the right to withhold payment to the extent that the Services have not been provided in accordance with the Contract and shall notify the Supplier accordingly giving reasons for such withholding. SOAS, University of London shall only be entitled to withhold that amount indicated as in dispute.

4.4. Without prejudice to any other right or remedy, SOAS, University of London reserves the right to set off any amount owing at any time from the Supplier to SOAS, University of London against any amount payable by SOAS, University of London to the Supplier under this contract or any other contract.

4.5. Subject to Condition 4.3, if SOAS, University of London fails to make payment in accordance with condition 4.2 the Supplier shall be entitled to charge interest from the date specified for payment upon the unpaid amount of the principal sum at the rate of 2% per annum above the Bank of England base rate in force at the time of such failure to make payment until payment of the principal sum is made in full provided that:

4.5.1. the Supplier has given written notice to SOAS, University of London that the amount has not been paid, specifying: the total amount of interest owed at the date of the notice, and, if the principal sum has not been paid, the daily rate at which the interest will continue to accrue; the invoice or invoices to which the interest relates; and the addressee to whom and address to which payment should be made; and

4.5.2. in the event that any sum is agreed between the parties or found to be due to the Supplier following the withholding of payment referred to in Condition 4.3 above, SOAS, University of London will pay interest on that sum in accordance with Condition 4.5 above from the date on which SOAS, University of London should have paid that sum.

4.6. Other than where specifically agreed in the Contract, SOAS, University of London shall not be obliged to pay any time or materials charges or expenses to the Supplier in addition to the Contract Price in respect of costs which the Supplier may have incurred in the performance of the Contract. Where the Contract does provide that SOAS, University of London shall/may reimburse the Supplier in relation to any expenses, it is a condition precedent of SOAS, University of London making any payment to the Supplier, that the expenses have been reasonably, properly and necessarily incurred by the Supplier in the performance of the Contract, that the expenses do not exceed those which a SOAS, University of London employee of comparable qualifications and position would have been entitled to incur under applicable SOAS, University of London staff expense policy guidelines, and that the Supplier has supplied SOAS, University of London with proper supporting evidence thereof.

4.7. Where the Supplier is VAT registered the Supplier shall recover VAT on any expenditure incurred in the normal course of its business and shall specify only the net amount of such expenditure in the invoice to SOAS, University of London prior to adding VAT thereto at the appropriate rate.

5. The Supplier’s Staff

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5.1. The Supplier warrants that it is an independent contractor and that all the personnel it engages to perform the Services shall be deemed to be the Supplier’s employees, agents or sub-contractors (or the employees or agents of any sub-contractor as the case may be) (the “Supplier’s Staff”) and neither the Supplier nor any of the Supplier’s Staff shall be employees, agents or partners of SOAS, University of London.

5.2. The Supplier shall be solely responsible for all tax liabilities, National Insurance and other contributions or deductions which may be due in respect of himself/herself/itself or the Supplier’s Staff and all and any claims which may be made by any member of the Supplier’s Staff and the Supplier shall indemnify and keep SOAS, University of London indemnified against all and any such liabilities and/or other amounts (including any penalties, costs, expenses and interest) which may be assessed on SOAS, University of London by reason of any payment made or Services rendered under or in connection with the Contract.

5.3. The Supplier shall ensure that the Supplier’s Staff comply with such direction, policies, confidentiality, security, health and safety procedures as are reasonably required by SOAS, University of London in relation to the Services provided always that such requirements shall not reduce or amend the Supplier’s obligations to supervise, manage, direct and control the Supplier’s Staff in accordance with the terms of these Conditions.

5.4. SOAS, University of London reserves the right (in addition to its specific rights of exclusion) at any time for any reason in its absolute discretion, to exclude or remove any of the Supplier’s Staff from any SOAS, University of London site. In the event of any such removal or exclusion, the Supplier will at its own cost co-operate with SOAS, University of London in removing such person and will, if so requested by SOAS, University of London, replace, or arrange to replace, such person without delay at no additional cost to SOAS, University of London

6. Intellectual and Other Property Rights

6.1. For the purposes of Conditions 6 and 7 the following terms shall have the following meanings: “Custom Materials” means the provision of tailor-made Deliverables including without limitation, training documentation and reference manuals, training materials, and other materials in written or electronic form, and discoveries, designs, processes and other work made or created by the Supplier and/or any member of the Supplier’s Staff, during the course of or in connection with the provision of tailor-made Deliverables in accordance with SOAS, University of London's requirements and any IPR therein; “Non-Custom Materials” shall mean the provision of pre-existing, independently developed, or third party goods and services including without limitation, pre-existing independently developed, or third party prepared courses, training documentation and reference manuals, training materials and other materials in written or electronic form provided to SOAS, University of London in accordance with the Contract.

6.2. The Supplier shall promptly disclose any Custom Material to SOAS, University of London and any IPR which may exist in any of such Custom Material shall as between SOAS, University of London and the Supplier automatically vest in SOAS, University of London. The Supplier hereby assigns to SOAS, University of London as beneficial owner with full title guarantee free from all encumbrances or (as appropriate) will procure the assignment by any of its employees, agents and subcontractors, all IPR in the Custom Material to hold the same to SOAS, University of London absolutely for the remainder of the term of such IPR.

6.3. The Supplier shall do everything necessary to assist SOAS, University of London in enforcing or protecting any such rights for example, but without limitation, the Supplier shall execute such documents as may be necessary to substantiate, document and protect the rights of SOAS, University of London in respect of such IPR.

6.4. SOAS, University of London may at its absolute discretion grant the Supplier a licence to use the Custom Materials created by the Supplier and/or the Supplier’s Staff in providing the Custom Services. Any such licence shall be subject to the Supplier obtaining prior written consent from SOAS, University of London for any such use and shall contain such terms as SOAS, University of London may in its absolute discretion require. If SOAS, University of London provides its prior written consent to the use of the Custom Materials by the Supplier for a purpose specified by the Supplier, the Supplier shall remove all reference to SOAS, University of London from any such Custom Materials including reference to SOAS, University of London, details and or descriptions of any SOAS, University of London operational or business systems or procedures, or any of SOAS, University of London’s or any client of SOAS, University of London’s Confidential Information. SOAS, University of London may at its sole discretion at any time terminate the licence so granted in this Condition forthwith upon written notice to the Supplier.

6.5. The Supplier hereby grants to SOAS, University of London, its respective officers, directors, employees, agents and sub-contractors a world-wide, non-exclusive, perpetual, royalty free and irrevocable license to use, reproduce, display, perform, prepare derivative works and distribute copies for its internal purposes/in the ordinary course of its’ business of Non-Custom Materials in so far as such Non-Custom Materials are incorporated into or is necessary for the use of the Custom Materials. The Supplier shall retain all IPR in any of such Non-Custom Materials.

6.6. For the avoidance of doubt, all pre-existing IPR used or capable of being used or adapted in connection with SOAS, University of London’s business will remain the absolute property of SOAS, University of London and,

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except as necessary for the proper provision of the Services and with the prior written consent of SOAS, University of London, neither the Supplier nor any member of the Supplier’s Staff will make any use of them

7. Intellectual Property Right Indemnity

7.1. The Supplier shall defend, hold harmless and indemnify SOAS, University of London, its respective officers, directors, employees agents and sub-contractors against all liabilities, losses, suits, claims, damages, costs and expenses including any legal fees (collectively “Claims”) resulting from, arising out of, or in any way connected with its use or possession of the Services or any part thereof provided by the Supplier in accordance with the Contract where such possession or use infringes or is alleged to infringe any IPR or contractual rights of any third party or breaches or is alleged to breach any statute or statutory obligation or constitutes or is alleged to constitute a tort actionable by a third party.

7.2. SOAS, University of London shall give notice in writing to the Supplier of any such Claim as soon as reasonably practicable after becoming actually aware of the same and the Supplier shall be given control of such Claim. Notwithstanding the foregoing, in the event that the Supplier fails to appoint legal counsel within ten (10) calendar days after SOAS, University of London has notified the Supplier of any such claim, or the legal counsel appointed by the Supplier is in SOAS, University of London’s reasonable judgement not suitably qualified to represent SOAS, University of London, SOAS, University of London shall have the right to select and appoint an alternative attorney and the reasonable cost and expense thereof shall be paid by the Supplier.

7.3. In the event that SOAS, University of London’s use of the Services in accordance with the Contract infringes the IPR or contractual rights of a third party or breaches any statute or statutory obligation or constitutes a tort upon a third party, the Supplier shall use its best endeavours, at its own expense either to:

7.3.1. procure the right for SOAS, University of London to continue using the Services or any part thereof; or

7.3.2. make or procure on SOAS, University of London’s behalf such alterations, modifications, adjustments or substitutions to all or any part or parts of Services that the same become non-infringing without incurring a diminution in performance or function; or

7.3.3. substitute a non-infringing version of the infringing Services or any part thereof of equal or better performance as determined by SOAS, University of London in its sole discretion.

7.4. Notwithstanding other rights and remedies available to, SOAS, University of London, in the event that the Supplier is unable to provide any of the foregoing alternatives within a reasonable time, SOAS, University of London may, at its sole option, terminate forthwith the Contract whereby the Supplier shall promptly refund to SOAS, University of London any prepaid charges/fees relating to the same.

8. Security and Access

8.1. The Supplier shall obtain from SOAS, University of London identity cards or entry permits and shall display these whilst on SOAS, University of London premises. The Supplier shall return these cards/permits to SOAS, University of London upon termination or expiry of the Contract.

8.2. SOAS, University of London may request and shall be supplied with identification of the Supplier and may conduct random security checks, including checking the Supplier’s possessions and vehicle(s), whilst on SOAS, University of London premises.

8.3. SOAS, University of London shall at its discretion give to the Supplier by prior arrangement such access to SOAS, University of London premises and such general SOAS, University of London facilities (for example, catering and sanitary) at SOAS, University of London premises as the Supplier may reasonably require to fulfil its obligations under the Contract. However, SOAS, University of London may refuse admission to or remove from SOAS, University of London premises any person whom SOAS, University of London deems unacceptable for whatsoever reason other than solely to frustrate the Contract.

8.4. The Supplier shall upon the request of SOAS, University of London grant SOAS, University of London such access to the Supplier's premises or such other premises as SOAS, University of London may reasonably require for inspection of any Deliverables and/or SOAS, University of London equipment/materials provided under the Contract or for any other reason connected with the performance of the Contract.

9. Health and Safety

9.1. The Supplier shall comply with all current relevant Safety Requirements including but not limited to those issued by the Health & Safety Commission and Executive, the Home Office and those issued by SOAS, University of London and notified in writing to the Supplier.

9.2. SOAS, University of London and the Supplier may agree in writing Safety Requirements in addition to or different from those specified in Condition

9.3. Without prejudice to its obligations under Condition 9.1 above, the Supplier shall:9.3.1. upon the request of SOAS, University of London, submit and fully co-operate with any safety

vetting process required by SOAS, University of London and provide a written statement of the Supplier’s own Safety Requirements; and

9.3.2. assess reasonably foreseeable risks to health and safety (including fire) that may affect SOAS, University of London or any third party arising out of or in any way connected with the

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performance of the Contract, and provide a copy of such assessment to SOAS, University of London upon reasonable request, and promptly take all reasonable steps to eliminate or adequately control such risks and shall notify and co-operate with SOAS, University of London accordingly.

9.4. SOAS, University of London shall notify the Supplier of risks to health and safety which are reasonably foreseeable to SOAS, University of London and which may affect the Supplier or SOAS, University of London arising out of or in any way connected with the activities of SOAS, University of London in connection with the Contract, and the Supplier shall have due regard to these.

10. Termination

10.1. SOAS, University of London may terminate the Contract for any reason by providing 15 days prior written notice to the Supplier.

10.2. SOAS, University of London shall have the right at any time by giving notice in writing to the Supplier to terminate the Contract forthwith if:

10.2.1. the Supplier commits a breach of any of the provisions of the Contract and:(i) the breach is capable of remedy and the Supplier fails to remedy the breach within 14 days (or

such shorter period as may be reasonable) of receipt of a written notice specifying the breach and requiring its remedy (in which case SOAS, University of London reserves the right to remedy the breach and recover the costs thereof from the Supplier and terminate the Contract in accordance with this Condition 10); or

(ii) the breach is not capable of remedy; or(iii) the breach is a material breach or a breach of a material term;

10.2.2. any distress, execution or other process is levied upon any of the assets of the Supplier; or10.2.3. the Supplier has a bankruptcy order made against him or makes an arrangement or composition

with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Supplier or notice of intention to appoint an administrator is given by the Seller or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Seller or for the granting of an administration order in respect of the Supplier, or any proceedings are commenced relating to the insolvency or possible insolvency of the Supplier;

10.2.4. the Supplier ceases or threatens to cease to carry on its business; or10.2.5. the financial position of the Supplier deteriorates to such an extent that in the opinion of SOAS,

University of London the capability of the Supplier adequately to fulfil its obligations under the Contract has been placed in jeopardy; or

10.2.6. the continued performance thereof is prevented by reason of any acts, events, omissions or accidents beyond the reasonable control of SOAS, University of London or the Supplier, including (without limitation) strikes, lockouts or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.

10.3. If the Contract is terminated by SOAS, University of London pursuant to Condition 10.2.5 SOAS, University of London’s liability to the Supplier shall be limited to:

10.3.1. the payment of such sums as may be due to the Supplier up to and including the date of termination; and

10.3.2. the reasonable costs that the Supplier may have properly, reasonably and directly incurred in relation to fulfilling the Contract, prior to the date of termination. The Supplier shall provide SOAS, University of London with satisfactory evidence of such costs, and any reimbursement shall always be subject to the Supplier’s duty to mitigate any losses it may suffer.

10.4. The termination of the Contract, however arising, shall be without prejudice to the rights and duties of SOAS, University of London accrued prior to termination. The conditions which expressly or impliedly have effect after termination shall continue to be enforceable notwithstanding termination.

10.5. Upon termination of the Contract for whatever reason the Supplier shall promptly deliver up to SOAS, University of London at the Supplier’s own risk and expense the whole or any part of any Deliverables owned by SOAS, University of London, and any SOAS, University of London equipment/materials, identity cards or entry permits provided or used under the Contract. SOAS, University of London shall be deemed to have irrevocably all powers and authority to enter the Supplier's premises or any other premises to recover and remove such items and recover the costs thereof from the Supplier.

10.6. For the purposes of this Condition 10, a “material breach” shall mean, a breach of a provision of the Contract which SOAS, University of London, in its sole discretion, deems significant enough to terminate the Contract. A “material term” shall be a term of the Contract which SOAS, University of London, in its sole discretion deems to be a significant term of the Contract which, if breached, would entitle SOAS, University of London to terminate the Contract.

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11. Indemnity

11.1. The Supplier shall indemnify SOAS, University of London against all costs and expenses (including legal costs), losses and liabilities which SOAS, University of London may incur as a result of the Supplier’s:

11.1.1. breach of or non-compliance with its obligations or warranties under the Contract; or11.1.2. negligence or wilful default; and the Supplier shall indemnify SOAS, University of London against any claims from third parties

made as a result of its acts or omissions (including but not limited to any infringement of any IPR supplied under or used in connection with the Contract).

12. Liability and Insurance

12.1. The Supplier shall arrange and maintain with a reputable insurer public liability insurance of no less than five million pounds sterling (£5,000,000) and employers liability insurance of no less than ten million pounds sterling (£10,000,000) and with scope of cover appropriate to the Services provided under the Contract in respect of any one claim or incident, for a period of six (6) years from the date of this Contract. For the avoidance of doubt, such minimum insurance level shall not be a limit of liability under the Contract

12.2. The Supplier shall produce to SOAS, University of London on demand copies of the insurance policies maintained in accordance with the terms of this Contract, and receipts for premiums required to be paid in relation to such policies.

12.3. Where the Supplier engages a sub-contractor, the Supplier shall either ensure that the insurance requirements as specified in Condition 12.1 extend to cover the legal liabilities of the sub-contractor or that the sub-contractor holds its own insurance of the nature and extent set described in Condition 12.1

12.4. The Supplier shall be responsible for insuring against loss, damage and liabilities to third parties and anyone carried in or on any equipment including without limitation motor vehicles or mobile plant provided by the Supplier to perform the Contract.

13. Data Protection

13.1. The Supplier shall and shall ensure that all of its officers, employees, agents and sub-contractors comply in all respects with all current data protection legislation, including the Data Protection Act 1998 (“the Act”).

13.2. If in the reasonable opinion of SOAS, University of London, as a result of entering into the Contract, the Supplier becomes a Data Processor and SOAS, University of London a Data Controller as defined in the Act, then the Supplier shall: process personal data (as defined in the Act) in accordance with the eight Data Protection Principles and, in particular, in order to comply with the Seventh Data Protection Principle, shall, and shall procure that its subcontractors and any other person within the control of the Supplier, shall:

13.2.1. (i) process personal data only in accordance with instructions from SOAS, University of London;(ii) take reasonable steps to ensure the reliability of any employees who have access to personal data;(iii) take such technical and organisational security measures against unauthorised and unlawful processing of, accidental loss of, destruction of or damage to personal data as may be required, having regard to the state of technological development and the cost of any measures, to ensure a level of security appropriate to the harm that might result from such processing, loss, destruction or damage and the nature of the data to be protected;(iv)grant to SOAS, University of London such access as is reasonably necessary to enable SOAS, University of London to verify that the Supplier is performing its obligations under this Condition 13; and

13.2.2. where applicable, comply with the provisions of the Telecommunications (Data Protection and Privacy) Regulations 1999 regarding unsolicited direct marketing.

13.3. If the Deliverables contain personal data governed by the Act then the Supplier warrants that such data was obtained by the Supplier and is supplied to SOAS, University of London in compliance with the Acts and the Telecommunications (Data Protection and Privacy) Regulations 1999.

14. Confidential Information

14.1. Except for the purposes of the Contract, neither the Supplier nor SOAS, University of London (each a “Party” for the purposes of this Condition) will use or make available to any third party at any time during or after the Agreement any information which the other Party has (acting reasonably) designated in writing as confidential except that nothing shall prevent a Party disclosing such information:

14.1.1. which is or later comes into the public domain otherwise than through an act or omission of the Party receiving the information;

14.1.2. which is required to be disclosed in accordance with the Freedom of Information Act 2000 (“FOIA”), if applicable, or otherwise is required to be disclosed by law, order of court, the requirements of any regulatory authority or taxation authority or the rules of any stock exchange;

14.1.3. which either Party is required to disclose to its insurers or professional advisers provided that

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such insurers or professional advisers are aware that such information is confidential and are bound by a similar obligation of client confidence in respect of such information;

14.1.4. which is disclosed with the prior written consent of the other Party.

15. Freedom of Information

15.1. The parties acknowledge that, except for any information which is exempt from disclosure in accordance with the provisions of the FOIA, the content of this Agreement is not Confidential Information.

15.2. Where the Supplier considers that any information it has provided to SOAS, University of London is exempt from disclosure under the FOIA, it must tell SOAS, University of London and refer to the relevant exemption and give reasons why it is so exempt.

15.3. Notwithstanding Condition 15.1.2, SOAS, University of London shall be responsible for determining in its absolute discretion whether any of the content of the Agreement is exempt from disclosure in accordance with the provisions of the FOIA.

15.4. Notwithstanding any other term of this Agreement, the Contractor hereby gives his consent for the Authority to publish the Agreement in its entirety (but with any information which is exempt from disclosure in accordance with the provisions of the FOIA redacted), including from time to time agreed changes to the contract, to the general public.

16. Assignment and Subcontracting

16.1. The Supplier shall not without the prior written consent of SOAS, University of London assign or sub-contract any of its rights or obligations under the Contract to any third party.

16.2. Notwithstanding that all liability for any sub-contractor rests with the Supplier, any sub-contractor engaged by the Supplier shall be required to be subject to the same obligations as the Supplier is subject to under the Contract and the Supplier shall do all things necessary to ensure that the sub-contractor complies with these including obtaining an undertaking from the sub-contractor in favour of SOAS, University of London binding the sub-contractor to comply with the Contract and giving the subcontractor all relevant information provided to the Supplier by SOAS, University of London

17. Good Faith

17.1. The Supplier shall act in good faith at all times and shall neither bring SOAS, University of London into disrepute or offend the community or public morals and shall at all times throughout the Contract respect public conventions and morals. Nor shall the Supplier, without the prior written consent of SOAS, University of London, make any reference to SOAS, University of London in any advertising, promotional or published material, nor speak in public about SOAS, University of London or its affairs.

18. Information Provision

18.1. If requested by SOAS, University of London, the Supplier shall provide evidence of compliance with any of the Supplier's obligations under the Contract, including without limitation in connection with the measures described under Condition 18.2.

18.2. To ensure that the Services conform to the quality required by SOAS, University of London, where appropriate, SOAS, University of London may stipulate a range of measures by which the Supplier’s performance can be assessed.

19. Equal Opportunities Requirements

19.1. The Supplier shall:

19.1.1. comply with all current relevant anti-discriminatory legislation (including without limitation race relations, equal pay, fair employment and disabled persons employment and minimum wage legislation);

19.1.2. where the Supplier employs more than one hundred (100) individuals and its registered office is in the United Kingdom the Supplier shall provide, if requested by SOAS, University of London, a written statement of the Supplier's equal opportunities policy and an adequate explanation of how the policy will be effected over time;

19.1.3. use all reasonable endeavours to adhere to the current relevant codes of practice published by the Equal Opportunities Commission, the Commission for Racial Equality, the Department of Employment and the Fair Employment Commission (Northern Ireland).

20. Disability Discrimination

20.1. Where the Supplier provides Deliverables directly to the public or a section thereof and is therefore a “provider of services” for the purposes of Part III of the Disability Discrimination Act 1995 (“1995 Act”), the Supplier, with respect to the Deliverables:

20.1.1. shall comply with all the relevant provisions of the 1995 Act;

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20.1.2. warrants that the Deliverables shall comply with the 1995 Act at no additional expense to disabled persons or SOAS, University of London; and

20.1.3. shall indemnify SOAS, University of London against all claims, demands, costs and expenses (including legal costs on a solicitor and own client basis), losses and liabilities incurred by SOAS, University of London as a result of the Supplier’s breach of this warranty.

21. Prevention of Corruption and Fraud

21.1. The Supplier shall not offer or give, or agree to give, to SOAS, University of London or any other public body or any person employed by or on behalf of SOAS, University of London or any other public body any gift or consideration of any kind as an inducement or reward for doing, refraining from doing, or for having done or refrained from doing, any act in relation to the obtaining or execution of the Contract or any other contract with SOAS, University of London or any other public body, or for showing or refraining from showing favour or disfavour to any person in relation to the Contract or any such contract.

21.2. The Supplier warrants that it has not paid commission or agreed to pay commission to SOAS, University of London or any other public body or any person employed by or on behalf of SOAS, University of London or any other public body in connection with the Contract.

21.3. The Supplier shall take all reasonable steps, in accordance with good industry practice, to prevent fraud by its officers (including its shareholders, members and directors), employees, agents, suppliers and sub-contractors in connection with receipt of monies from SOAS, University of London.

21.4. If the Supplier, its officers (including its shareholders, members and directors), employees, agents, suppliers and sub-contractors or anyone acting on behalf of the Supplier engages in conduct prohibited by Conditions 21.1 and 21.3 SOAS, University of London may:

21.4.1. terminate the Contract and recover from the Supplier the amount of any loss suffered by SOAS, University of London resulting from the termination, including the cost reasonably incurred by SOAS, University of London of making other arrangements for the supply of Services and any additional expenditure incurred by SOAS, University of London throughout the remainder of the period of the Contract; or

21.4.2. recover in full from the Supplier any other loss sustained by SOAS, University of London in consequence of any breach of those Conditions.

22. General

22.1. Any notice required to be given pursuant to the Contract shall be in writing, addressed to Procurement Manager, where such notice is sent by the Supplier, and to an authorised official of the Supplier (as notified by the Supplier to SOAS, University of London) where such notice is sent by SOAS, University of London and shall be sent either by hand, by prepaid recorded delivery or registered post or by prepaid first class post to the respective address specified in the Order, or by fax confirmed by first class post, or by e-mail which has been received, as evidenced by receipt by the sender of a read receipt, to SOAS, University of London or the Supplier at the relevant address specified in the Order, and any such notice shall be deemed to have been received by the addressee at the time of delivery or in the case of prepaid first class post, two days after posting.

22.2. The failure of either party to exercise or enforce any right conferred upon it by the Contract shall not be deemed to be a waiver of any such right or operate so as to bar the exercise or enforcement thereof at any time(s) thereafter, as a waiver of another or constitute a continuing waiver.

22.3. Nothing in the Contract shall be deemed to constitute either party as the agent of the other or create a partnership or joint venture between the parties and the Supplier shall have no power to bind SOAS, University of London or to contract in the name of or create a liability against SOAS, University of London in any matter whatsoever.

22.4. Any amendment or variation to the Contract shall only be made by prior written agreement between the parties.

22.5. The unenforceability of any single provision of the Contract shall not affect any other provision thereof. Where such a provision is held to be unenforceable, the parties shall use their best endeavours to negotiate and agree upon an enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the unenforceable provision.

22.6. The headings to the Conditions and sections of these terms of trade are for ease of reference only and shall not affect the interpretation or construction of the Contract.

22.7. Without prejudice to the rights of either party in respect of actions relating to fraudulent misrepresentation, the Contract and any appendices and any documents referred to therein constitute the entire understanding between the parties with respect to the subject matter thereof and supersedes all prior agreements, negotiations and discussions between the parties relating thereto.

22.8. This Contract does not create or infer any rights under the Contracts (Rights of Third Parties) Act 1999 which

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are enforceable by any person who is not a party to the Contract

22.9. These terms shall be governed by, and construed in accordance with, the laws of England and the parties submit to the exclusive jurisdiction of the English Courts.

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Appendix C: To Be Process covering grant application

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Appendix D: Proposed Costing and Price Process

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