Delivered by Co-operatives UK in partnership with The Co-operative Bank
The Hive: Support provider specification
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Service Agreement Standard Terms and Conditions

The following sets out the standard terms and conditions which form part of the Service Agreement when the support is allocated so the Support Provider.

Terms and conditions

1. Term of Engagement

Co‐operatives UK hereby agrees to retain the Support Provider, and the Support Provider hereby agrees to be retained by Co‐operatives UK, upon the terms set forth in this Agreement, for the Term.

2. Payment, Fees and Expenses

Co‐operatives UK will pay to the Support Provider the Fee together with any applicable Value Added Tax in the manner detailed in Part A for the Support Package undertaken. Payment of the Fee shall be made as soon as the delivery of the Support Package has been confirmed in writing by the Client as satisfactory and within 30 days after receipt by Co‐operatives UK of payment from the Client, subject to receipt of the Support Provider’s invoice together with any supporting documentation reasonably required by Co‐operatives UK. The Support Provider’s invoice must be received within 6 months of the completion of the delivery of the Support Package including the provision by the Support Provider to Co‐operatives UK of a satisfactory feedback report.

3. Status and Taxation

The relationship of the Support Provider to Co‐operatives UK will be that of independent contractor and nothing in this agreement shall render the Support Provider an employee, worker, agent or partner of Co‐operatives UK and the Support Provider shall not hold itself out as such.

The Agreement is a contract for the provision of services and not a contract of employment and accordingly the Support Provider is fully responsible for and shall indemnify Co‐operatives UK for and in respect of any income tax, National Insurance, social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the delivery of the Support Package, where the recovery is not permitted by law.

The Support Provider shall further indemnify Co-operatives UK against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by Co‐operatives UK in connection with or in consequence of any such liability , deduction, contribution, assessment or claim and any liability arising from any employment‐related claim based on worker status (including reasonable costs and expenses) brought by the Support Provider against Co‐operatives UK arising out of or in connection with the provision of the Support Package, except where such claim is as a result of any act or omission of Co‐operatives UK.

Co‐operatives UK may at its option satisfy such indemnity in whole or in part by way of deduction from any payments due to the Support Provider.

4. Obligations of the Support Provider

During the Term the Support Provider shall provide the Support Package with all due care, skill and ability and use his best endeavours to promote the interests of Co‐operatives UK.

The Support Provider shall take all steps necessary to enable Co‐operatives UK to perform its obligations and exercise its rights under this Agreement without interruption or hindrance and shall assist Co‐operatives UK by providing documents and information required to perform its obligations.

5. Intellectual Property

The Support Provider hereby assigns to Co‐operatives UK all existing and future intellectual property rights developed in the delivery of the Support Package and the products and all materials embodying these rights to the fullest extent permitted by law. Insofar as they do not vest automatically by operation of law or under this Agreement, the Support Provider holds legal title in these rights and inventions on trust for Co‐operatives UK.

The Support Provider undertakes whenever requested to do so by Co‐operatives UK and in any event on termination of this Agreement or completion of the delivery of the Support Package to promptly deliver to Co‐operatives UK all correspondence, documents, papers and records on all media (and all copies or abstracts of them), recording or relating to any part of the delivery of the Support Package and the process of their creation which are in his possession, custody or power.

The Support Provider warrants to Co‐operatives UK that it has not given and will not give permission to any third party to use any of the intellectual property rights in the delivery of the Support Package; that it is not aware of any use by any third party of such intellectual property rights; and that the use of the intellectual property rights by Co‐operatives UK will not infringe the rights of any third party.

The Support Provider agrees to indemnify Co-operatives UK and keep it indemnified at all times against all or any costs, claims, damages or expenses incurred by Co‐operatives UK, or for which Co‐operatives UK may become liable, with respect to any intellectual property infringement claim or other claim relating to the Support Package supplied by the Support Provider pursuant to this Agreement.

6. Dispute/Issues Arising

Any complaint by either party that the other has failed to observe or perform any of its obligations under this Agreement shall be notified in writing by the party who is aggrieved. If any dispute or problem arises in relation to this Agreement it shall first be discussed at a contract meeting. All negotiations connected with the dispute shall be conducted in confidence and without prejudice to the rights of the parties in any future proceedings.

The parties will attempt in good faith to resolve any dispute or claim arising out of or relating to this Agreement promptly through negotiations between their representatives.

7. Confidential Information and Data Protection

The Support Provider acknowledges that during the term of this Agreement it will have access to confidential and proprietary information and trade secrets (“Confidential Information”). The Support Provider has therefore agreed to accept the restrictions in this clause 7.

The Support Provider shall not (except in the proper course of his duties), either during the Term or at any time within three years after the date of termination of this Agreement, use or disclose to any third party (and shall use his best endeavours to prevent the publication or disclosure of) any Confidential Information. This restriction does not apply to:

(a) Any use or disclosure authorised by Co‐operatives UK or required by law.
(b) Any information which is already in, or comes into, the public domain otherwise than through the Support Provider ‘s unauthorised disclosure.
(c) Any information which is disclosed to the Support Provider without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure.
(d) Was developed by the Support Provider (or by someone acting on its behalf) by a third party who had
no direct access to, or use or knowledge of the confidential information supplied by Co-operatives UK.
(e) Or is required to be disclosed by order of a court of competent jurisdiction.

At any stage during the Term, the Support Provider will promptly on request return all and any property belonging to Co‐ operatives UK or the Client in its possession to Co‐operatives UK.

The Support Provider agrees that his/her obligation not to disclose or use Confidential Information also extends to Confidential Information of customers of Co-operatives UK or suppliers to Co-operatives UK or other third parties who may have disclosed or entrusted the same to Co‐operatives UK or to the Support Provider in the course of Co‐operatives UK’s business.

For the purposes of this clause 7, Confidential information shall include:

  • All information disclosed by Co‐operatives UK to the Support Provider about its work, administration or management.

  • All information about Co‐operatives UK collected or discovered by the Support Provider.

  • All personal information about Users of the Service.

The Support Provider shall indemnify Co‐operatives UK against any and all liability or loss incurred (including without limitation fines, costs and expenses) as a result of the breach of all or any of the obligations set out in this clause and this indemnity shall survive termination of this Agreement.

The Support Provider shall comply with the requirements relating to data protection set out in Part D.

8. Acknowledgements and Publicity

The Support Provider shall not make any press announcements or publicise this Agreement or any part thereof in any way without the prior written consent of Co‐operatives UK in its sole discretion.

9. Health and Safety

The Support Provider shall be responsible for the observance of all such rules, site regulations, policies, procedures, requirements (including those relating to security arrangements) and safety precautions necessary for the protection of its personnel and any other persons including all precautions required to be taken by or under all applicable laws, enactments, orders, regulations, other similar instruments and codes of practice. The Support Provider shall co‐operate fully with Co‐ operatives UK to ensure the proper discharge of these duties.

Accidents involving the Support Provider’s personnel which ordinarily are required to be reported in accordance with the Health and Safety at Work Act 1974 shall be reported immediately to Co‐operatives UK.

10. Discrimination

The Support Provider shall not unlawfully discriminate directly or indirectly or by way of victimisation or harassment within the meaning and scope of any applicable law, enactment, order or regulation or other similar instrument relating to discrimination (whether in race, gender, religion, disability, sexual orientation, age or otherwise) in employment including, but not limited to, the Equality Act 2010 and the Equal Pay Act 1970.

11. Conflicts of Interest

The Support Provider must use all reasonable endeavours to ensure that none of its personnel is placed in a position where there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of the Support Provider or such persons and the duties owed to Co‐operatives UK under the provisions of this Agreement. The Support Provider will disclose to Co-operatives UK full particulars of any such conflict of interest which may arise.

12. Termination

Either party may terminate this Agreement with immediate effect if that the other materially breaches any provision of this Agreement and, where such breach is capable of remedy, does not remedy the breach within 30 days (or such other period as the parties may agree) of being given notice by the other party to do so.

Co-operatives UK may terminate this Agreement with immediate effect with no liability to make any further payment to the Support Provider (other than in respect of amounts accrued before the date of termination) if at any time the Support Provider:

(a) Is responsible for any act or omission in its delivery of the Support Package which results in Co‐operatives UK being in breach of its obligations under its funding agreement with The Co‐operative Bank.
(b) Commits any gross misconduct affecting the business of Co-operatives UK or the Client.
(c) Commits any serious or repeated breach or non‐observance of any of the provisions of this Agreement or refuses or neglects to comply with any reasonable and lawful directions of Co‐operatives UK.
(d) Is convicted of any criminal offence (other than an offence under any road traffc legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed).
(e) Is in the reasonable opinion of Co‐operatives UK negligent or incompetent in the performance of its obligations hereunder.
(f) Is declared insolvent or makes any arrangement with or for the benefit of its creditors or has a county court administration order made against it under the County Court Act 1984.
(g) Commits any fraud or dishonesty or acts in any manner which in the opinion of the Co‐operatives UK brings or is likely to bring the Support Provider or Co‐operatives UK into disrepute or is materially adverse to the interests of Co‐operatives UK.
(h) Commits any breach of Co-operatives UK’s policies and procedures as notified to it from time to time.
(i) Commits any offence under the Bribery Act 2010.
(j) Commits a UK tax evasion facilitation offence under section 45(1) of the Criminal Finances Act 2017 or a foreign tax evasion facilitation offence under section 46(1) of the Criminal Finances Act 2017.

The rights of Co‐operatives UK under this clause are without prejudice to any other rights that it might have at law to terminate this Agreement or to accept any breach of this agreement on the part of the Support Provider as having brought the Agreement to an end. Any delay by Co‐operatives UK in exercising its rights to terminate shall not constitute a waiver of these rights.

13. Obligations on termination

Upon termination of this agreement for any reason, the Support Provider will deliver up to Co‐operatives UK all letters, publications, papers, discs, tapes, reports, keys, software, IT peripherals, data files and other items or property which may have been prepared by the Support Provider or have come into the Support Provider’s possession by virtue of this Agreement. In respect of any such items or information held on any IT hardware or software belonging to the Support Provider, the Support Provider undertakes to delete any such items and information and all copies forthwith on the termination of the Agreement.

14. Liability and Indemnity

The Support Provider shall be liable for and shall indemnify Co‐operatives UK for any loss, liability, costs (including reasonable legal costs), damages or expenses arising from any breach by the Support Provider of the terms of this Agreement including any negligent or reckless act, omission or default in the delivery of the Support Package including without limitation any such loss, liability, costs, damages or expenses arising out of any breach of Co‐operatives UK’s funding agreement with the Co‐operative Bank due to such act, omission or default.

15. Notices

All notices required or permitted under this Agreement shall be in writing and they shall be deemed e ective upon personal delivery or upon sending, by email or by registered or certi ed mail, postage prepaid, addressed to the other party at the address shown above, or at such other address or addresses as either party shall designate to the other.

16. Amendment

This Agreement may be amended or modi ed only by a written agreement signed by both Co-operatives UK and the Support Provider.

17. Insurance

If the Support Provider has not effected with a reputable insurance company a policy or policies of such professional indemnity insurances as are necessary to cover liability which may arise under this agreement with at least the minimum amount of cover required, the Support Provider must inform Co‐operatives UK before signing the Agreement. Co‐operatives UK has in place a policy which may be extended to the Support Provider if necessary after discussion between Co‐operatives UK and the Support Provider and subject to the agreement of Co‐operative UK.

If the Support Provider has such insurance in place, it shall provide Co‐operatives UK with copies of the relevant policy or policies confirming the extent of the cover along with relevant receipts or other evidence of the payment of the required premiums.

18. Force Majeure

Neither party shall be liable for damage nor have the right to terminate this Agreement except as stated hereinafter by reason of any delay by either party in performing its obligations hereunder if such delay or default is caused by any acts of government, civil commotion and riot, hostilities, war whether declared or not, re, storm, tempest, strikes, lockouts, industrial disputes, delays by other contractors, or any other cause beyond the reasonable control of the parties (each such event being referred to in this clause as a “Force Majeure Event”) which could not have been foreseen at the date of commencement of this Agreement.

As soon as possible after the occurrence of the Force Majeure Event the party seeking to rely on this clause shall give notice and full particulars in writing to the other party of such Force Majeure Event if the First Party has been delayed in whole or in part the performance of its obligations under this Agreement as a result of that Force Majeure Event.

In the event that either party is prevented, hindered or delayed in the carrying out any of its obligations under this Agreement as a result of a Force Majeure Event, the parties shall immediately consult together to decide what course of action should be adopted. If the parties cannot reach agreement on the course of action or upon any necessary modi cations to the terms of this Agreement within 30 days of the first party notifying the other of the occurrence of the Force Majeure Event, then either party shall be entitled to terminate this Agreement on written notice with immediate effect.

19. Client Satisfaction Monitoring

Co‐operatives UK reserves the right to undertake monitoring of the quality and degree of satisfaction with the delivery of the Support Package by the Support Provider. The Support Provider shall provide Co‐operatives UK with such reasonable assistance as it may require to carry out this monitoring at no extra cost to Co‐operatives UK.

20. Successors & Assigns

This Agreement shall be binding upon and inure to the bene t of both parties and their respective successors and assigns; PROVIDED, HOWEVER, that the obligations of the Support Provider are personal and shall not be assigned by the Support Provider.

21. Miscellaneous

No delay or omission by either Co‐operatives UK or the Support Provider in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by either Co‐operatives UK or the Support Provider on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

The headings on each clause of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any part of this Agreement. 

In case any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

22. Law (English)

The Agreement shall be considered as an Agreement made in England and subject to English Law and the parties hereby submit to the exclusive jurisdiction of the English courts.

23. Definitions

In this agreement the following terms shall have the following meanings: “Agreement” means parts A to D of this Agreement.

“Client” means the recipient of the Support Package under the Hive Programme. “Support Provider” means the provider of the Support Package as set out in Part A. “Term” means the term of this Agreement as set out in Part A.

“Fee” means the fee payable to the Support Provider for its delivery of the Support Package as set out in Part A.