YOUR 2020/21 - Capita SIMS
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YOUR
2020/21
SUPPORT
AGREEMENT
HERE WHEN YOU NEED US
Breadth and depth of expertise
Best practice from your
Customer Success Team
Comprehensive support from
technical to school improvement
WHO BENEFITS?
SENIOR
LEADERS
TEACHERS
ADMINISTRATORS
BUSINESS
SIMS ONLY MANAGERS
WHO SENIOR LEADERSHIP TEAM
BENEFITS Our expert team will help you maximise the
impact of SIMS in your school to improve the
AND HOW?
learning and achievement of your pupils.
Your dedicated Customer Success Manager
will assist you with understanding the breadth
of SIMS at a strategic level and advise on how
it can be used most effectively to meet your
Whether you are a senior leader, school priorities.
teacher, business manager or
administrator, your Capita SIMS support SIMS support can assist with the effective
leadership of your school so that you have
agreement will help to ensure your SIMS the evidence required in one place and the
software is kept running at optimum ability to share information with relevant
stakeholders.
efficiency, with the added benefit of
strategic input from your Customer Join our webinars for senior leaders, where we
Success Manager (CSM). will share insight into how you can use SIMS to
evidence the impact and outcomes of a range
of school improvement strategies.
ADMINISTRATIVE STAFF TEACHERS
Our service desk staff are on hand to answer
your SIMS questions, helping you to streamline Ease your daily workload and maximise the
your processes and reduce the time you spend use of your data knowing that you’ll receive
on administrative tasks. personalised, comprehensive support for SIMS
software and all SIMS modules.
You’ll receive regular communications and
guidance from your dedicated Customer Our regular communications and guidance will
Success Manager to support key tasks, such enable you to better meet the needs of your
as statutory returns, census, managing pupil pupils by ensuring that every pupil’s progress is
premium and highlighting new features within tracked, helping to inform your lesson planning.
SIMS.
Our support will provide you with expert
Join our webinars exclusively for administrative assistance for all your SIMS modules.
staff, where we will share our top tips for
getting the most out of SIMS.
Your CSM will share updates and provide tips
on how to get the most from SIMS, ensuring
you can access the information you need for
each individual pupil.
BUSINESS MANAGERS
Your Customer Success Manager can advise you
on how best to maximise your investment in
SIMS, providing the expertise and guidance you
need to ensure the effective use of data in your
school.
We’ll advise you on how to utilise SIMS to drive
efficiencies and help your budget go further.
With our expertise, you can ensure resources
are put to the best possible use and evidence
the impact of your spend.
|2
WHY CAPITA
ENHANCED
SUPPORT?
Over 3,000 schools and
academies are directly supported by Capita
Experienced, knowledgeable Service Desk Team
Trusted to provide comprehensive SIMS support
We have a customer ‘Response’ means initial ‘Resolution’ means a ‘Committed’ times are the
service level agreement contact from Capita solution is offered. If a visit percentage of times we must
(SLA) in place to ensure regarding your case via email is required, then the case meet these response and
that we deliver great or telephone. will be put into a state of resolution targets over the
‘wait’ until the visit has been course of your contract as
customer service.
carried out. part of our SLA.
Response Resolution
Our
Response Committed Resolution Committed
Priority time service level time service level
performance
in 2019*
Entire system failure. The failure of a time-critical activity, for example
1 payroll or statutory returns. 1 hour 90% 4 hours 75% 81%
High – system or key module failure. A malfunction causing impact on
2 ability to operate significant key business proceses or production. No 2 hours 90% 8 hours 80% 77%
workaround or manual process is available.
Medium – an issue that causes a significant impact to business but a
3 workaround or manual process is available. 4 hours 90%
2 working
85% 87%
days
System usage assistance or guidance is required on service/system/ 5 working
4 hardware/software queries that are not the consequence of a failure. 8 hours 90%
days
90% 97%
CASE LOGGING PROCESS
SERVICE DESK All cases are logged and a unique reference number is allocated to
each case. The service desk will endeavour to resolve a case at first contact.
OPENING HOURS If the case cannot be resolved immediately, a specialist will own
and manage this through to resolution. Contact will be maintained
The enhanced support service desk is available throughout the resolution process.
by telephone, email or voicemail during the
following service times: Monday to Friday:
08.00-17.30
“WE WOULD LIKE TO EXPRESS OUR SINCERE GRATITUDE
Service Desk: 0844 893 8000† FOR THE SUPPORT FROM MEMBERS OF THE CAPITA TEAM IN
ALL AREAS. THANKS GO TO THE HELP DESK FOR RESOLVING
Email: esd@capita.co.uk OUR ISSUES PROMPTLY AND EFFICIENTLY, AND MANY
An answerphone service operates outside of THANKS GO TO OUR CUSTOMER SUCCESS MANAGER.
these hours. These service hours exclude the days
between Christmas and New Year and all English WE HAVE BEEN INVOLVED WITH CAPITA FOR MANY YEARS
public holidays. AND HAVE FOUND OUR WORKING PARTNERSHIP TO BE
EXCELLENT IN HELPING US TO FLOURISH.”
For further information on your agreement,
Pat Addison, School Business Manager, Wigmore Primary School
please call 0800 170 1732.
*Figures for 2019 contract year April to Aug.
†Calls to 0844/0845/0870 numbers will cost 3 pence per minute, plus your phone compa-
ny’s access charge.
|3
YOUR SIMS
ONLY
SUPPORT
AGREEMENT
Your SIMS Only Support agreement offers experienced
service desk analysts to support SIMS and discounted rates
for training courses, consultancies and installations. This
support contract includes:
KEEPING YOU INFORMED AND As part of your agreement, you’ll also SIMS application suite update
UP TO DATE have access to guidance providing top management by SOLUS – we will
tips for staff new to Hosted SIMS and advise you of any changes to the SIMS
You will have access to a named
to support routine tasks such as setting application suite to enable you to carry
Customer Success Manager (CSM) who
up and managing new users. out updates promptly when they are
has a real understanding of educational
made available to you via SOLUS.
changes. Your CSM will advise you in
understanding the breadth of SIMS EXPERT SERVICE DESK SUPPORT
Database recovery service – this service
and how the effective use of SIMS can Personalised support – from a service
is designed to assist you to recover,
support your school priorities. desk analyst who will talk through
from backup media, SIMS and FMS
your case and, if required, access
data lost or compromised during a
As part of your contract, your CSM will your system remotely to provide a
major system failure. However, Capita
also provide guidance, documentation resolution.
is not responsible for the integrity of
and webinars to keep you informed
the SIMS and FMS databases. If a visit is
of enhancements and support Unlimited reactive support visits (for
required, this will be chargeable.
key processes, such as census and remedial work) – visits to address cases
managing pupil premium. logged with the service desk where it
General advice on systems and
is deemed by Capita to be the most
software – this consists of advice on:
Support for Hosted SIMS – for schools appropriate course of action to resolve
with Hosted SIMS, you can access SIMS a support case.
• hardware systems and their suitability
and all its features and functionality,
from any internet-connected device, Support for SIMS application suite • peripherals such as printers and
wherever you are. You’ll save time – our experienced staff will provide scanners
maintaining your IT systems, as we comprehensive support for your SIMS • backup software and operating
manage your SIMS upgrades, backups, software. All SIMS modules are covered systems
update filesets and apply patches as by this agreement. • system security including antivirus
required.
software
DISCOUNTED RATES
As an enhanced support customer you
DO YOU NEED MORE EXPERT SUPPORT?
will benefit from discounts on training
courses, school-based consultancy and
installations provided by Capita SIMS.
Upgrade to a Whole Support agreement and benefit from an onsite visit each
term. This will also allow you to take advantage of the expert support services
which are offered as part of the Whole Support agreement, including:
• Key procedure assistance, • General SIMS administration
including: • SIMS health check
- support for end of year • Technical health check
- statutory returns • FMS visits
- SIMS basic reporting
You can also purchase these options from our +Services range.
For more information, please call 0800 170 1732.
|4
YOUR SUPPORT AT
A GLANCE YOUR
PACKAGE
YOUR UPGRADE OPTIONS
KEEPING YOU INFORMED AND UP TO DATE SIMS ONLY ADMIN ICT WHOLE
SUPPORT SUPPORT SUPPORT
A dedicated Customer Success Manager (CSM)
• strategic support - to maximise the benefits of your Whole Support
consultancy visits
• enhanced guidance, documentation and webinars
• senior leadership team overviews - delivered by your CSM
TERMLY ONSITE VISITS FROM YOUR WHOLE SUPPORT CONSULTANT
These visits can be used to carry out key procedures and tasks within Core
SIMS and FMS. These tasks can include end-of-year processes, data entry
such as updating pupil and staff records, housekeeping and technical health
checks for Core SIMS.
DISCOUNTED RATES
Discounted rates on training, school-based consultancy and installations.
EXPERT SERVICE DESK SUPPORT
Personalised support
• telephone support
• remote support
• email support
General advice on systems and software, including:
• hardware systems
• peripherals such as printers and scanners
• backup software and operating systems
• system security and antivirus software
Unlimited reactive support visits
Support for SIMS application suite
Database recovery service
System recovery*
Re-installation of the supported SIMS and FMS software plus operating system
Support for other specified software (including Microsoft® and antivirus)
Network support*
For SIMS and other applications (email, EDI and Internet)
Curriculum support
Supporting your curriculum network, operating systems and a range of
supported software
*Excludes hardware
Visit the website for all the latest product news, To upgrade your support level, or
webinars and guides to help you get more from for further information, please
SIMS: www.capita-sims.co.uk/enhancedsupport. call 0800 170 1732.
|5
OPTIONAL EXTRAS:
GET MORE FROM
YOUR BUDGET
EXCLUSIVE WHAT OUR CUSTOMERS SAY:
DISCOUNTS ON
TRAINING AND “THE TRAINING WAS EXCELLENT AND WELL WORTH ATTENDING.
CONSULTANCY ALTHOUGH SOME ASPECTS WERE VERY FAMILIAR, THERE WERE ASPECTS
THAT WERE NEW AND EXCITING!”
MAKE A REAL Glynis Condison - Preston Manor School
DIFFERENCE TO
YOUR SCHOOL “EXTREMELY KNOWLEDGEABLE AND AN ENJOYABLE TRAINER. KEEPS YOU
As an enhanced support
MOTIVATED AND IS VERY ENGAGING AND PERSONABLE.”
customer, you benefit from
discounted training and Hannah Dunnaway - Stopsley High School
consultancy from Capita SIMS.
Our training courses cover all
areas of SIMS, giving you and
your staff the knowledge to
use SIMS more effectively.
EVEN BETTER VALUE 98% OF DELEGATES TRAINED BY CAPITA SIMS
WITH PREPAID THIS YEAR WERE SATISFIED OR VERY SATISFIED
TRAINING PACKS
Our prepaid packs allow you
to purchase your SIMS training
and consultancy allowance
for the year ahead at a special
rate, enabling your training As an enhanced support customer, you receive a
budget to stretch further. discount on training and consultancy. To browse and
book courses visit www.capita-sims.co.uk/training
FOR MORE INFORMATION
call the training team on 0800
170 1724 or visit
www.capita-sims.co.uk/training.
+SERVICES: COST-EFFECTIVE IT
AND ADMINISTRATIVE EXPERTISE
As an enhanced support customer, you receive an exclusive
discount on our +Services range of IT and administrative
options. +Services offers you access to the expertise you require,
leaving you with the freedom to focus on what really matters.
Options include:
Onsite technical service - ensuring your
curriculum and network systems are
up to date, thereby releasing valuable
management time.
Hardware maintenance service -
assurance that if anything goes wrong
with your hardware, we can put it right. CONTACT US
Remote backup and monitoring - These options are available to purchase on an
provides you with a remote service annual contractual basis. Call the team to discuss
that ensures your data is protected, your requirements on 0844 893 6000.*
monitored and recoverable. *Calls to 0844/0845/0870 numbers will cost 3 pence per minute, plus your
company’s access charge.
|6
SCHOOL IMPROVEMENT
Capita SIMS provides you with the BESPOKE TOOLS FOR DATA ENSURE YOUR STAFF HAVE
expertise you need to drive improved COLLECTION AND ANALYSIS ACCESS TO THE DATA THEY NEED
teaching and learning by ensuring Successful school improvement We offer schools and MATs the free
you’re getting the most out of your strategies rely on the effective tools to export and analyse their SIMS
data. collection and use of data. Our data in Microsoft Power BI. We can also
consultancy options can include offer consultancy around this to set up
STRATEGIC CONSULTANCY working with you to implement a range automated customised reports that
OPTIONS of bespoke data collection and analysis meet the different needs of the staff
Our expert consultants work with you tools that directly support your school’s in your school, from senior leaders to
to ensure you are gaining the specific individual priorities. These can include teachers.
intelligence that you need from your adaptions to the Programmes of Study
data. They can advise on how best resources and a bespoke system of Your consultant will work with you to
to develop the effective use of data marksheets and templates in SIMS ensure each member of your team has
throughout your school in support Assessment, as well as customised access to the data they need to drive
of whole school improvement and analytical reports providing insight into school improvement. Data is presented
developing an ‘always prepared for pupil attainment and progress. in easily assimilated charts with the
inspection’ policy. The focus of each functionality to filter, zoom and drill
consultation is tailored to meet the down. You can select from a multitude
needs of your individual school or of dashboards including attendance,
academy group. absence, achievement, behaviour and
much more.
WHO BENEFITS AND HOW?
SENIOR & MIDDLE GOVERNORS DATA MANAGERS
LEADERS
Gain access to the Use bespoke tools and
Access expertise performance data you automated, scheduled
and bespoke tools need to effectively set reporting to improve
to improve tracking, targets and monitor the quality of the data
monitoring, assessment and evaluate progress. you share with your
and communication stakeholders whilst
of the impact of your saving valuable time.
school improvement
strategies on pupil
outcomes. Get more
from your investment
in your MIS to achieve
greater cost-effective
Access our free SIMS Consolidated Reporting
use of your data tools that enable you to export and analyse
systems. your SIMS data in Power BI. Create bespoke
dashboards and drill down into the detail.
Find out more at
capita-sims.co.uk/sims-consolidated-reporting.
Find out about our tailored
packages and how they can
help your school. Visit
www.capita-sims.co.uk/school-
improvement
or call 0800 170 1724.
|7SUPPORTING
ACADEMIES
AND MATS Whether you are considering
becoming an academy, have
recently converted or you have been
an academy or academy group for a
From conversion to while, you need the right systems in
place to successfully manage your
driving improvement responsibilities.
HELPING YOUR CONVERSION TO BRING DATA TO THE HEART OF DRIVE IMPROVEMENT IN YOUR
ACADEMY STATUS YOUR ACADEMY GROUP ACADEMY OR ACADEMY GROUP
When you convert to an academy you As a school or MAT leader, you need Take advantage of one of our strategic
will need a new financial management the insight to make the right decisions development planning days. A
system to deal with the new financial to improve standards. specialist consultant will work with
year which runs from September to With SIMS Consolidated Reporting you you to analyse your development
August. Our Academy SIMS Finance can access detailed reports in Power priorities. They will then work with you
Conversion Service helps you to set up BI* on any of the information that is to develop an action plan tailored to
your new financial system – giving you stored in SIMS. your needs and recommend areas for
the best possible start to managing development.
Data from your SIMS schools is pulled
your academy finances.
into central dashboards, enabling you
WE’RE HERE FOR YOU…
to monitor and compare performance
MAKING THE MOST OF SIMS Becoming an academy or academy
in your school or across a Trust.
Use SIMS to meet your legal financial group means you have greater
* Microsoft’s PowerBI Desktop is freedom to choose the support you
obligations, demonstrate improvement
included within your O365 licence. need. If you’re currently evaluating
and ensure you are making the most
of being an academy or academy your support options, find out more
group. SIMS can help you use your data about the flexible support we provide:
effectively to drive improvement. www.capita-sims.co.uk/products-and-
services/enhanced-sims-support
MANAGE YOUR FINANCES
EFFICIENTLY
We understand that efficient financial
management is of utmost importance
to any academy or academy group. Our How SIMS helps
new SIMS Finance solution has been
specifically designed for managing ACADEMIES AND GROUPS
school and multi-academy trust
finances. In a few clicks, you can go SIMS CONSOLIDATED REPORTING - a consolidated view of your
from an overall group dashboard, to academy group’s data
viewing individual purchase orders,
making it a comprehensive solution SIMS FINANCE - our new finance solution to manage your school finances
to help you meet your financial
obligations.
HOSTED SIMS - access to SIMS from any internet-connected device
SIMS DISCOVER - monitor at risk groups, assess intervention strategies and
see the whole picture of your school
SIMS SCHOOL IMPROVEMENT CONSULTANCY - providing you with
the expertise you need to drive improved teaching and learning by ensuring
you’re getting the most out of your data
CALL US ON 0800 170 1724 OR VISIT WWW.CAPITA-SIMS.CO.UK/ACAD
|8SERVICES AGREEMENT
Parties: • CHAPS payment system.
Capita Business Services Limited, trading as 2. Agreement • A debit or credit card.
Education Software Solutions, a company 2.1 In consideration of the payment of • A Direct Debit mandate.
registered in England No. 2299747, the Charges, Capita agrees to supply to
(hereinafter referred to as ‘Capita’) of 30 Payment by Cheque beyond 1st April 2014
the Customer the Services specified in will not be acceptable and may mean the
Berners Street, London, W1T 3LR, the Support Agreement for the Term in loss of your SIMS support until cleared funds
accordance with the provisions of this are received at the bank.
AND Agreement.
6.4 Without prejudice to any right of
termination, in the event that any payment
The school named in the attached 3. Term due under this Agreement is not made on
Agreement Summary (hereinafter referred to 3.1 Subject to Clause 16, the Term of this the due date (in the absence of genuine
as the ‘Customer’) Agreement shall be the Initial Term which error) Capita shall (at its discretion) be
shall automatically continue for subsequent entitled to charge interest (both before and
annual periods thereafter until terminated by after any judgement) on a day to day basis
either party giving not less than 90 days prior upon the overdue amount at 8% (eight per
1. Definitions written notice to the other party, to expire on cent) above the Bank of England base rate
the next annual renewal date. from time to time as defined by the Late
In this Agreement, the following words Payment of Commercial Debts (Interest) Act
and phrases have the following meanings: 1998.
‘Additional Services’ means any services 4. Warranties
other than the Services to be provided by 6.5 Capita reserves the right to suspend the
Capita at the Customers request for an 4.1 Capita warrants that it will supply the Agreement or the provision of any Services
additional charge Services by appropriately qualified and provided by Capita under this Agreement
trained personnel. in circumstances otherwise entitling it to
calculated in accordance with Capita’s then terminate this Agreement. Such suspension
current standard scale of charges unless 4.2 The Customer warrants that it is the
legal owner or licensee of all software and shall not be deemed to represent a waiver of
otherwise agreed between the parties; Capita’s right to terminate this Agreement.
hardware that Capita supports as part of
‘Agreement’ means the Agreement the Services and that it has all required 6.6 Upon expiry of the Initial Term, Capita
Summary and the Support Agreement which permissions to permit access to the software reserves the right to increase the Charges
incorporates these terms and conditions; and hardware by Capita. subject to giving the Customer at least 90
‘Agreement Summary’ means the document 4.3 Save as expressly specified in this days written notice thereof to have effect
of that name attached to the Support Agreement, all other terms, conditions, from the first day of the next annual period.
Agreement which contains, inter alia, details warranties, representations, or guarantees 6.7 Where Services are provided at the
of the Customer and a summary of Capita’s which might have effect between the Customers location then the cost of
agreement with the Customer; parties or be implied or incorporated into providing suitable means of travel, hotel
‘Charges’ means the charges to be paid by this Agreement or any collateral contract, accommodation and subsistence, etc. for
the Customer to Capita pursuant to Clause 6 whether by statute, common law or Capita staff will be added to the charges in
in respect of any part of the Services; otherwise, are hereby excluded, including, the Agreement Summary.
‘Customer Personal Data’ means any without limitation, the express or implied 6.8 Capita reserves the right to charge for the
personal data which is transmitted by or on conditions, warranties or other terms relating provision of any additional services provided
behalf of the Customer to, or is otherwise to the use of reasonable skill and care, or the as a result of the failure by the Customer
processed by, Capita under this Agreement performance, satisfactory quality or fitness to meet its obligations as set out in this
or which is generated under this Agreement; for purpose of any part of the provision of Agreement.
Services.
‘Effective Date’ means the date of signature 6.9 Capita reserves the right to charge, as
of this Agreement by the Customer; follows, for pre scheduled activities which
‘Force Majeure’ means any event beyond 5. Indemnity are subsequently cancelled or postponed by
the reasonable control of Capita including, The Customer warrants that it has the right the Customer:
without limitation, strikes, labour disputes, to authorise Capita to provide the Services • 100% payable if less than 2 full working
acts of God, war, riot, civil commotion, under this Agreement and is duly authorised days’ notice is provided
malicious damage, fire, flood and storm; to enter into this Agreement. The Customer • 66% payable if less than 10 full working
‘Data Protection Legislation’ means the Data shall indemnify and hold Capita harmless days’ notice is provided
Protection Act 1998, and from 25 May 2018, from any claim caused by or arising from any
unauthorised use by Capita, in the course • 33% payable if less than 20 full working
the General Data Protection Regulation (EU days’ notice is provided
2016/679) or any replacement legislation of providing the Services, of any item used
applicable in England and Wales from by or under the control of the Customer for
time to time and any other applicable laws which Capita has been contracted to provide 7. Intellectual Property Rights
relating to the processing of personal data; Services.
7.1 Unless expressly agreed by Capita in
‘Initial Term’ means the initial term of this writing, no Intellectual Property Rights of
Agreement as set out in the Agreement 6. Charges and Payment Terms whatever nature in respect of any matter
Summary; ‘Intellectual Property Rights’ 6.1 The Charges for the Services for the Initial related to the Services shall vest or be
means any copyright, patent, registered Term are set out in the attached Agreement deemed to vest in the Customer.
design, trademark, database and/or other Summary.
intellectual property right of whatever
nature subsisting anywhere in the world; 6.2 Payment is due annually in advance for 8. Confidentiality
‘Services’ means the services to be provided each annual period beginning on 1st April. 8.1 Capita and the Customer shall use all
by Capita as set out in the attached Support The Charges do not include any amount reasonable endeavours to keep confidential
Agreement; arising in respect of VAT (or other applicable (and ensure that their employees, agents
taxes), which, if applicable, shall be payable and sub-contractors keep confidential) all
‘SIMS’ means Capita’s Schools Information by the Customer and added to such Charges
Management System software; information received by them relating to
at the rate in force at the time that they any part of the business and affairs of the
‘Support Agreement’ means the document become due. other party and, in the case of the Customer,
of that name which incorporates these terms 6.3 Payment of the Charges shall be made any aspect of the Services designated as
and conditions and which sets out, inter alia, by the Customer within 30 days of the date confidential by Capita provided that these
the details of the support services that are of invoice from Capita. It is a condition of this obligations shall not apply to information
offered by Capita; Agreement that all Charges due for payment which:
‘Term’ means the term of this Agreement after 1st April 2014, be paid by direct bank 8.1.1 is or becomes publicly known through
pursuant to Clause 3; transfer into the Capita Business Services no wrongful act of the party concerned; or
‘Working Day’ means Monday to Friday Limited bank account at Barclays Bank PLC
(Account Number: 60864978, Sort Code: 20- 8.1.2 is required to be disclosed by an order
between the hours of 08:00 and 17:00 of law or other binding Customer; or
excluding (i) public holidays and (ii) the three 67-59) using any of the following options:
days that are not public holidays between • BACS (including the Faster Payments 8.1.3 is disclosed to any adviser of either
Christmas and New Year each year. Service) party bound by a professional duty of
|9SERVICES AGREEMENT
confidentiality. 10.4 During the Term of this Agreement, the performance of the sub-processor’s
8.2 Each party shall notify the other in Capita shall maintain in force with a obligations and where applicable, providing
writing if it becomes aware of any breach reputable insurance company or companies, the Customer with reasonable prior notice of
of confidentiality and give all reasonable public and product liability, professional any addition, removal or replacement of any
assistance to the other party in pursuing its indemnity and employers’ liability insurance such sub-processors;
rights where a breach of confidence occurs. and Capita shall upon written demand
produce to the Customer sufficient written
8.3 The Customer will ensure that the evidence of the existence and maintenance 11.5.5 not process or transfer Customer
terms of this clause are equally applied to of such cover. Personal Data outside the European
the Customer, its servants, agents or sub- Economic Area without the prior
contractors. documented consent of the Customer
11. Data Protection (which consent shall not be unreasonably
11.1 Within this Clause the terms “controller”, withheld or delayed).
9. Termination of Agreement
“data subject”, “personal data”, “personal
9.1 Either party may terminate this data breach”, “process (“processed” to be
Agreement in the event that the other party 11.5.6 have in place the appropriate
construed accordingly) and “processor” shall technical and organisational security
enters into a voluntary arrangement with have the same meanings as in the Data
its creditors or (being an individual) is the measures to protect the Customer Personal
Protection Legislation. With respect to the Data against accidental or unlawful
subject of a bankruptcy order or (being parties’ rights and obligations under this
a partnership, company or other body) destruction, loss, alteration, unauthorised
Agreement, the parties acknowledge that disclosure or access;
enters into any formal proceedings (or in relation to any Customer Personal Data,
anything analogous) for its administration, the Customer is a controller and Capita is a
receivership, winding-up or liquidation processor. 11.5.7 notify the Customer without undue
(except for the purpose of amalgamation or delay after becoming aware of any personal
a solvent reconstruction) or otherwise ceases data breach involving Customer Personal
to trade. 11.2 The parties acknowledge their Data, taking into account the nature of
9.2 Either party may terminate this respective obligations under the Data processing and the information available to
Agreement in the event that the other Protection Legislation and shall give each Capita;
party commits a material breach of this other such assistance as is reasonable to
Agreement and, if the breach is capable of enable each other to comply with such
remedy, the party in breach fails to remedy obligations, however, for the avoidance of 11.5.8 take appropriate technical and
the breach in question within fifteen (15) doubt the Customer agrees that where organisational measures, insofar as
Working Days of receiving written notice Capita has satisfied a contractual obligation is possible, to assist the Customer in
from the other party requiring the same. under this Agreement, then such satisfaction responding to requests for data subjects
of the contractual obligation is deemed for access to or rectification, erasure or
9.3 Where the termination of this Agreement to satisfy the same or similar requirement portability of Customer Personal Data or
by Capita results from a breach of this under the Data Protection Legislation. for restriction of processing or objections
Agreement by the Customer, Capita shall to processing of Customer Personal Data
be entitled to retain all the Charges paid to (but Capita will not itself respond to any
Capita by the Customer up to and including 11.3 The Customer warrants, represents such data subject request except on
the date of termination. and undertakes to Capita that it has lawful written instructions from the Customer).
9.4 Any termination of this Agreement shall grounds for processing the Customer Furthermore, Capita will, upon the request
be without prejudice to the remedies of Personal Data, and that any instruction given of the Customer, provide assistance to the
either party in respect of a subsisting breach. to Capita in relation to the processing of the Customer relating to the Customer’s security;
Customer Personal Data shall be lawful. impact assessment; data breach reporting
9.5 Capita reserves the right to terminate
support Services of any third party item requirements; and data protection or data
listed in the Agreement Summary should 11.4 The parties confirm that the Data privacy authority consultation obligations
such third party cease to provide software Protection Schedule at Schedule A contains under the Data Protection Legislation taking
maintenance services on which Capita relies the necessary information in relation to into account the information available to
to provide Services under this Agreement. the subject matter and duration of the Capita. Capita may charge the Customer
processing; the nature and purpose of its reasonable costs (or the rates otherwise
the processing; the type of personal data; agreed between the parties) for its time
10. Liability the categories of data subjects; and the spent and expenses incurred in providing the
10.1 Neither party shall exclude or restrict its obligations and rights of the Customer. Customer with co-operation and assistance
liability in connection with this Agreement as required by this Clause;
resulting from death or personal injury
caused by negligence of that party, its 11.5 Where Capita processes Customer
Personal Data under or in connection with 11.5.9 make available to the Customer such
officers, employees, contractors or agents, nor information as the Customer reasonably
for fraud nor breach of obligations implied this Agreement, Capita shall:
requests and Capita is reasonably able to
by section 12, Sale of Goods Act 1979 or provide, and, permit and contribute to such
section 2, Supply of Goods and Services Act 11.5.1 save as required otherwise by law, only audits, including inspections, conducted by
1982, nor any other liability which may not process such Customer Personal Data as is the Customer (or the Customer’s appointed
be excluded by law. necessary to perform its obligations under auditors), as is necessary to demonstrate
10.2 Subject to Clause 10.1 the aggregate this Agreement, and only in accordance with Capita’s compliance with the Data Protection
liability of Capita, whether for damages, the Customer’s documented instructions; Legislation. The Customer will give
payments of compensation or by way of reasonable notice of any audit and will be
indemnity or of any nature howsoever arising fully liable for any associated costs (including
under or in relation to this Agreement or 11.5.2 put in place appropriate technical those of Capita); and
any part thereof (including as a result of and organisational measures to meet its
negligence) shall be limited to the aggregate own obligations under the Data Protection
payments made by the Customer to Capita Legislation; 11.5.10 save as may be required by law, and
in the preceding twelve (12) months, in at the Customer’s cost and option, either
respect of the Services in respect of which delete or return the Customer Personal Data
11.5.3 ensure Capita staff who will have to the Customer on expiry or termination
the liability has arisen. access to Customer Personal Data are subject of this Agreement, provided always that
10.3 In no event shall Capita be liable to to appropriate confidentiality obligations; nothing in this Clause shall oblige Capita
the Customer in respect of loss of profits, to provide assistance which does not relate
business, revenue, goodwill or anticipated directly to the Services performed pursuant
savings or indirect or consequential loss or 11.5.4 be entitled to engage sub-processors
to process Customer Personal Data to this Agreement.
damage (whether caused by negligence or
otherwise) or the acts or omissions of any subject to Capita ensuring that equivalent
third party (whether as a result of negligence requirements to those set out in this Clause 11.6 Capita shall inform the Customer in
or otherwise). are imposed on any sub-processor(s), Capita writing if, in Capita’s opinion, an instruction
remaining fully liable to the Customer for
| 10SERVICES AGREEMENT
from the Customer infringes the Data in respect of the matter concerned shall the Customer shall not be entitled to sub-
Protection Legislation but only in relation be suspended without liability until the licence, assign or otherwise transfer its rights
to a breach of General Data Protection Force Majeure ceases to exist. Either party or obligations under this Agreement without
Regulation ((EU 2016/679)) and/or other may terminate the supply of the part of the prior written consent of Capita (not to
Union or Member State data protection the System or the Services concerned if the be unreasonably withheld). Capita is entitled
provisions and not jurisdictions outside Force Majeure cannot be remedied in all to assign or otherwise transfer its rights or
of these areas. However, the Customer material respects within six (6) months of its obligations under this Agreement to another
acknowledges that: commencement. wholly owned subsidiary of Capita plc.
16.8 This Agreement shall be binding on
11.6.1any information Capita provides is 14. Notices and shall continue for the benefit of the
not legal advice or guidance in any way successors and permitted assigns (as the
14.1 Any notice to be served under this case may be) of each of the parties hereto.
whatsoever, and that Capita makes no Agreement shall be in writing and either
warranty or representation regarding the delivered personally or sent by first class 16.9 All provisions of this Agreement shall so
information (express or implied); and recorded delivery post to the party to whom far as they are capable of being performed
the notice is addressed at its address set out and observed continue in full force and
in the Agreement Summary or such other effect notwithstanding expiry or earlier
11.6.2 this Clause shall not relieve the termination.
Customer of its obligation to ensure that address subsequently notified in writing to
all instructions to Capita comply with all the other party. 16.10 No whole or partial failure to exercise
applicable legislation, including all Data 14.2 A notice is deemed duly given if and no delay in exercising any right
Protection Legislation; and delivered personally when left at the hereunder shall operate as a final waiver
recipient’s address for service or if sent by thereof unless expressed as such in writing.
first class recorded delivery post, at 10.00 16.11 The rights and remedies provided
11.6.3 Capita may charge the Customer its hours on the second Working Day following in this Agreement are cumulative and not
reasonable costs (or the rates otherwise the recorded day of posting. exclusive of any rights or remedies otherwise
agreed between the parties) for its time provided by law.
spent and expenses incurred in providing the
Customer with co-operation and assistance 15. Severability 16.12 The parties do not intend any third
as required by this Clause. party to have the right to enforce any
15.1 If any provisions of this Agreement provision of this Agreement under the
should ever be determined to be illegal, Contracts (Rights of Third Parties) Act 1999
11.7 Notwithstanding anything to the invalid or otherwise unenforceable by or otherwise.
contrary in this Agreement, if any of the reason of the laws of any state or country
in which this Agreement is intended to be 16.13 The Customer agrees to provide Capita,
following occur: without charge, access to all computer time,
effective then to the extent and within the
jurisdiction in which such provision is illegal, resources, accommodation, skilled staff and
11.7.1 any changes/modifications to the invalid or unenforceable it shall be severed telecommunications as reasonably required
Data Protection Legislation (including in and deleted here from and the remaining by Capita in the provision of the Services.
connection with the withdrawal of the provisions hereof shall survive, remain in full 16.14 If any part of this Agreement is
United Kingdom from the European Union force and effect and continue to be binding judged to be illegal or unenforceable, the
and/or the EEA) including the requirement and shall not be affected except insofar as continuation in full force and effect of the
to amend, update, modify or replace any may be necessary to make sense of this remainder of the provisions shall not be
systems Capita use to process the Customer Agreement, and shall be interpreted so as prejudiced.
Personal Data; to give effect to the intention of the Parties 16.15 The parties hereby agree that this
insofar as that is possible. Agreement may be electronically signed. The
11.7.2 any new, clarified or amended parties agree that any electronic signatures
guidance or polices issued by a supervisory 16. General appearing on this Agreement have the same
authority; legal status as handwritten signatures for
16.1 No press or other public statement the purposes of validity, enforceability and
shall be made in respect of this Agreement admissibility.
11.7.3 any direction or instruction issued by a without the prior written consent of the
supervisory authority (whether relating to the other party (consent not to be unreasonably
Customer or Capita in respect of the Services withheld). 17. TUPE
(including any processing of the Customer 16.2 No variation of this Agreement shall be 17.1 The Customer and Capita agree
Personal Data) then any increased effort or binding unless made in writing and signed that it is not their intention that on the
costs incurred by Capita in association with by a duly authorised officer of each party. commencement, termination or expiry
the aforementioned shall be additionally 16.3 The headings to Clauses in this of this Agreement any transfer of an
chargeable to the Customer. Agreement are for ease of reference only and undertaking further to the Transfer of
shall not be construed otherwise. Undertakings (Protection of Employment)
Regulations 1981 (‘TUPE’) arises. In the event
11.8 The Customer shall indemnify and keep 16.4 This Agreement sets out the entire that any of the matters referred to in this
indemnified Capita against any liability, agreement and understanding between Agreement do constitute a transfer within
fines, claims, demands, expenses and costs the parties in connection with its subject the meaning of the Transfer of Undertakings
(including legal fees) arising as a result of any matter and shall override all previous (Protection of Employment) Regulations
breach of the Data Protection Legislation by verbal or written agreements and 2006 (‘TUPE Regulations’) in respect of any
the Customer, or Capita acting in accordance understandings, save in respect of fraudulent employee either of the Customer, Capita or
with any instruction, policy or procedure of misrepresentation. This Agreement shall the previous service provider then Capita
the Customer. apply to the provision of Services to the and the Customer agree to comply in full
exclusion of any other conditions (including, with their respective obligations in law,
but not limited to, any conditions forming including under the Transfer of Undertakings
12. Restriction part of a purchase order subsequently (Protection of Employment) Regulations
12.1 Neither party shall at any time prior to provided by the Customer to Capita). 2006.
or within twelve (12) months of termination 16.5 The parties respectively shall ensure
or expiry of this Agreement solicit the that there are done and executed all
employment of any person who is employed acts, documents and other things as may 18. Law and Jurisdiction
by the other in the course of providing, reasonably be required for securing each 18.1 This Agreement shall be governed by
assisting or developing the Services, unless of the rights and obligations of the parties and construed in accordance with English
first agreed between the parties. under this Agreement. law and each party irrevocably submits to
13. Force Majeure 16.6 This Agreement may be entered into in the exclusive jurisdiction of the Courts of
13.1 If either party is unable to carry out any number of counterparts each of which England.
any of its obligations under this Agreement shall be deemed to be an original and which
due to a Force Majeure this Agreement shall together shall comprise this Agreement.
remain in effect and both parties’ obligations 16.7 Save as provided in this Agreement,
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