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Effective contracting: Avoiding the pitfalls and protecting your school

Effective contracting: Avoiding the pitfalls and protecting your school. 26 June 2014. Pitfalls. My experience Procurement issues and contracts Long standing onerous contracts Fit for purpose Automatic rollover More complex agreements

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Effective contracting: Avoiding the pitfalls and protecting your school

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  1. Effective contracting: Avoiding the pitfalls and protecting your school 26 June 2014

  2. Pitfalls • My experience • Procurement issues and contracts • Long standing onerous contracts • Fit for purpose • Automatic rollover • More complex agreements • Don’t assume model documents are complete and ready for use • Get the right advice • Protect yourself and the academy/school • Contract for Services/Consultancy Agreements • Avoid arrangements that will put you at risk • Employment status • HMRC • Relevant for Service Level Agreements (SLAs between schools)

  3. Protect your school • Our job • Internal policies and procedures • External agency guidance (EFA – Handbook & AAD) • Expectation gap • Review your school’s skill set • How to protect your school with the right expertise

  4. Background to contracts • What is a contract? • Basic content of a contract – what are you and the other party going to do and what are the (legal) terms on which you are each going to do it? • Contracting on supplier’s standard terms • What happens if you breach a contract?

  5. 10 key issues • Who are you contracting with? • Heads of terms • Duration of contract and termination • Scope of services • Price and payment • Confidentiality • TUPE • Data • Premises/systems access • Relationship management

  6. Who are you contracting with? • Due diligence on other party – research, references and Companies House • Sub-contracting – not without consent (n.b. assignment)

  7. Heads of terms • Agreement in principle • Generally not legally binding but evidence serious intent • Outline timetable and obligations of parties • Framework for legally binding provisions • Beware though, don’t let discussions prolong to the extent that every issue is debated and they become a version of the contract itself

  8. Duration of contract and termination • How long do you want the contract to last? Any break? • Fixed term or indefinite term? • Extensions such as automatic renewal • Notice to terminate – when might you want to do this? • Termination for breach – be specific where you can

  9. Scope of services • Seems straightforward, but what are you contracting for? • Clearly define scope of services • What is included/excluded? • Service credits • Change

  10. Price and payment • Value of contract – authority required? • Price increases/reductions • Payment • Invoicing arrangements • When is payment due? • Service credits

  11. Confidentiality • Secrecy and control of information – is it appropriate? • Announcements

  12. TUPE • Does TUPE apply (service provision change)? • TUPE on commencement and expiry of a contract

  13. Data • Data protection compliance • Check exclusion of liability/purpose of contract • Reputational issues

  14. Premises/systems access • Access to systems, processes, premises data • Unplanned visits • Safeguarding issues

  15. Relationship management • Forum for regular discussions • Remedying problems and poor performance

  16. Questions Louise Cazan Associate | Education E: louise.cazan@wardhadaway.com T: 0113 205 6642 M: 07730 521 893 Lee Alexander Head of Finance & Business Development, The Shotton Hall Learning Trust, Apollo Studio Academy E: lee.alexander@shottonhallacademy.co.uk T: 0191 518 0222

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