approved supplier agreement (non limited company) · pdf file\\npgfp\userdata2\nmartin\my...

$: Approved Supplier Agreement (Non Limited Company) · PDF file\\npgfp\userdata2\nmartin\my documents\contracts\final versions\supplier agreement\events approved supplier agt - sole$
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Approved Supplier Agreement

(Non Limited Company) Supplier‟s Name: Point of Contact at Supplier: Address of Supplier: Tel No: Fax No: Mobile No: Email: Approved Services: Term of Agreement: Commission Rate: [To be completed as appropriate:

Option 1 10% of food and drink Gross Sales on all non-Gallery Client Events OR Option 2 10% of Final Invoice on all non-Gallery Client Events]



Approved Supplier Agreement (“Agreement”) for the

Provision of <Insert Services (e.g. catering services)>

(“Approved Services”)

This Agreement dated the ……..day of………………2010 between:

The National Portrait Gallery Company Limited a company registered in England and Wales

(registration number 06015724) whose principal place of business is at St Martin‟s Place

London WC2H 0HE (“the NPG”)

and

………………………………………………………………….whose principal place of business is

……………………………………..(“the Supplier”)

Collectively the NPG and the Supplier are known as the Parties.

WHEREAS

(i) the NPG hires out the Gallery premises to an individual or an organisation (“Client) from time to time for holding functions (“Client Event”);

(ii) the NPG holds its own functions from time to time (“Gallery Event”); (iii) the NPG permits certain suppliers to provide services to its Clients for their Client

Events and to the NPG for its Gallery Events; (iv) the NPG therefore desires to retain the Supplier as an Supplier of the Approved

Services and the Supplier is willing to provide the Approved Services to the NPG‟s Clients and the NPG from time to time;

(v) the Parties hereby wish to agree the terms and conditions under which the Supplier shall supply the Approved Services.

NOW, THEREFORE, in consideration of the promises and of the mutual covenants contained herein the Parties hereto hereby agree as follows: 1. DEFINITIONS AND INTERPRETATION 1.1 Definitions In this Agreement the following terms shall have the following meanings:

a) “Agreement” means this Agreement and any other documents, schedules and Appendices attached or referred to herein;

b) “Approved and Approval” means the written approval of the NPG‟s Events Manager;

c) “Approved Services” means the Approved Services to be provided by the Supplier

under this Agreement;

d) “Client Fee” means the fee paid by an NPG Client in return for the supply of Approved Services to a Client Event;

e) “Commission” means the commission to be paid by the Supplier to the NPG;

f) “Commencement Date” means the date this Agreement is executed by the Parties;



g) “Documentation” means any material and information provided by the NPG to the

Supplier to enable the Supplier to perform the Approved Services;

h) “Equipment” means equipment to be provided by the Supplier for use by the Supplier in the provision of the Approved Services;

i) “Event” means either a Client Event or Gallery Event;

j) “Event Space” means the area on NPG premises where the Event takes place (including any parts of the NPG Premises provided by the NPG to the Supplier for the purposes of preparing and overseeing the Event);

k) “Intellectual Property Rights” means patents, trade marks, service marks, trade and

service names, copyrights, database rights and design rights (whether or not any of them are registered and including applications for registration of them), moral rights and trade secrets; all forms of protection of a similar nature or having similar or equivalent effect to any of them which may subsist now or in the future anywhere in the world;

l) “NPG Fee” means the fee paid by the NPG in return for the supply of Approved Services to a Gallery Event;

m) “Term of Agreement” means the term specified at the front of this Agreement (or in

the absence of a specified term the period of twelve calendar months effective from the Commencement Date of this Agreement) during which time the NPG‟s Client may commission the Supplier to provide the Approved Services, but subject to early termination in accordance with Clause 22;

n) “Third Party Material” means any literary, dramatic, artistic or musical material and

any library or other film or sound recording or other material in which Intellectual Property Rights subsist and which is incorporated into or otherwise forms part of or is used in or in connection with performance of the Approved Services.

1.2 Interpretation In this Agreement:

a) any reference to a notice means a written notice; b) headings are for convenience only and do not affect the interpretation of the

Agreement; c) words importing the singular include the plural and vice versa and words importing

the masculine include the feminine and vice versa and; d) a reference to any statute, enactment, order, regulation or other similar instrument

shall be construed as a reference to the statute, enactment, order, regulation or instrument as subsequently amended or re-enacted.

2. SCOPE OF AGREEMENT 2.1 This Agreement governs the Supplier‟s provision of Approved Services for Events on NPG premises during the Term of the Agreement. 2.2 The NPG requires the Supplier to be involved in a minimum of 5 (five) Events per annum. In the event the Supplier fails to meet this expectation the NPG shall review the Supplier‟s status as an Approved Supplier and reserves the right to subsequently remove the Supplier from the NPG‟s Approved Supplier list. 2.3 Any contract (express or implied) for the provision of the Approved Services by the Supplier to the NPG‟s Client shall be strictly deemed a contract solely between the Supplier



and NPG Client and the Supplier shall indemnify the NPG fully against all costs, expenses and liabilities whatsoever and howsoever arising as a consequence of any claim made by the NPG‟s Client in connection with the Supplier‟s provision of the Approved Services. 3. LICENCE TO OCCUPY AND USE OF EVENTS SPACE 3.1 The NPG grants to the Supplier a non-exclusive licence to occupy the Event Space for the purposes of performing the Approved Services only for the duration of the Event and shall vacate the Event Space on completion of the Approved Services at the Event.

3.2 The use of the Events Space for the purpose of supplying the Approved Services shall be subject to control by the NPG‟S Events Manager. The Supplier shall, and shall ensure that all staff (including any staff of any sub-contractors and suppliers) shall, observe any directions of the NPG‟s Events Manager in relation to the use of the Events Space. 3.3 Nothing in this Agreement shall constitute or be construed as creating a tenancy or lease (or any exclusive right to occupy the Event Space or any other part of the NPG‟s premises for the purposes of Part II of the Landlord and Tenant Act 1954 or any other similar legislation, including but not limited to, The Regulatory Reform (Business Tenancies) (England and Wales) Order 2003 and The Landlord and Tenant Act 1954, Part 2 (Notices) Regulations 2004. 4. NUISANCE AND NOISE The Supplier shall not do, permit or suffer anything in the NPG‟s premises to be done, which may be or become a nuisance, annoyance, damage or inconvenience to the NPG or the occupiers of any neighbouring property. The Supplier shall take all reasonable steps to ensure that all staff (including any sub-contractors and suppliers) on the NPG‟s premises do not make unnecessary or excessive noise, smoke or use any form of radio receiver or transmitter, personal radio/stereo, (except mobile telephones and radio pagers for the purpose of delivering the Approved Services).

Eating and drinking (non-alcoholic) is permitted in designated eating and drinking areas. 5. OBLIGATIONS OF THE SUPPLIER 5.1 The Supplier shall ensure the Approved Services are performed:

a) with all due care, skill and diligence; b) in accordance with the highest industry practice; c) in full compliance with all statutory, local authority, NPG rules and regulations

and any other regulations applicable to the Approved Services. 5.2 The Supplier shall perform the Approved Services in a timely manner in accordance with the delivery dates agreed between the Supplier and NPG Client. 5.3 At all times whilst providing the Approved Services to the NPG‟s Client the Supplier shall take all appropriate steps to preserve the NPG‟s image, standing and reputation. This shall be a condition of this Agreement. 5.4 The Supplier must not provide any services other than the Approved Services without the prior Approval of the NPG‟s Events Manager. 5.5 The Supplier shall (acting reasonably) ensure it co-ordinates its activities during provision of the Approved Services with those activities of the NPG‟S staff and other suppliers engaged by the NPG.



5.6 The Supplier shall comply with (and ensure all staff, agents suppliers and sub-contractors comply with) the „Site Rules for Contractors Working on NPG Premises‟ contained in Appendix A, „Event Planning, Access and Security Protocols for NPG Premises‟ contained in Appendix B attached and (if applicable) the „Additional Site Rules (for Caterers Only)‟ contained in Appendix C, at all times whilst on NPG premises. 5.7 The Supplier shall advise the NPG of any Documentation which the Supplier requires to be provided to him/her by the NPG to enable the Supplier to provide the Approved Services. The Supplier shall give the NPG a reasonable notice period to supply any such Documentation. 5.8 The Approved Services shall be subject to inspection at all times by the NPG‟S Events Manager. 6. EQUIPMENT 6.1 Unless otherwise agreed with the NPG‟s Events Manager, the Supplier shall provide all the Equipment necessary for the provision of the Approved Services. 6.2 The Supplier shall maintain all items of Equipment in good and serviceable condition and ensure that all Equipment is safe, suitable and fit for its purpose. 6.3 All Equipment shall be at the risk of the Supplier and the NPG shall have no liability for any loss of or damage to any Equipment unless the Supplier is able to demonstrate that such loss or damage was caused or contributed to by the negligence or default of the NPG.

6.4 The Supplier shall provide for the haulage or carriage of the Equipment to the Event Space and its off-loading and removal when no longer required.

6.5 The Supplier shall ensure that all electrical Equipment used by the Supplier pursuant to performance of the Approved Services is portable appliance tested (PAT) and has been passed fit for use under the PAT rules. Evidence of PAT certification shall be provided to the NPG on request. 6.6 The Supplier must remove all its Equipment (including but not limited to, temporary structures, furniture, lighting, flowers and containers) immediately following the end of the Event. In the event the Supplier fails to remove its Equipment at the end of the Event the NPG reserves the right to make arrangements to have the Equipment removed and to re-charge the Supplier the cost for so doing. 7. STAFF 7.1 The Supplier shall ensure that all staff (including any staff of any sub-contractors and suppliers) used in connection with delivery of the Approved Services are lawfully employed, adequately trained and competent to carry out the Approved services with due diligence.

7.2 The Supplier shall ensure that all staff (including any staff of any sub-contractors and suppliers) on NPG premises observe all relevant laws and legal requirements and all notified NPG rules of conduct (including security conditions) and otherwise maintain suitable standards of dress, hygiene and behaviour.

7.3 The Supplier shall provide from among his staff at least one dedicated manager who shall remain at the Event Site during the Event with authority to take and execute decisions affecting the delivery of the Approved Services.

7.4 The Supplier shall ensure that all staff is paid not less than the statutory minimum wage.



7.5 The Supplier shall at the request of the NPG, which shall be in writing (except in urgent cases), act without delay to remove or cause to be removed from the NPG‟s premises any staff whose conduct, in the opinion of the NPG is or has been unacceptable or prejudicial to the NPG‟S interests. Such a request shall not prejudice any of the rights of the NPG under this Agreement and the Supplier‟s compliance with such a request, shall not vitiate its duty to perform the Approved Services satisfactorily. 8. OBLIGATIONS OF THE NPG 8.1 The NPG shall:

a) Provide the requisite Event Space and designated access into appropriate areas of the NPG‟s premises to enable the Supplier to provide the Approved Services for an Event;

b) Provide building and plant facilities and utilities in respect of building fabric, goods lifts, water supply, drainage, electrical services, heating, lighting and gas for the provision of the Approved Services;

c) Provide the Supplier with all necessary Documentation in a timely manner (subject to reasonable notice);

d) Afford the Supplier other reasonable assistance as may be required by the Supplier from time to time to enable the Supplier to satisfactorily perform the Approved Services;

e) Within 7 calendar days of receipt for Approval, give Approval or advise the Supplier of the reasons for refusing Approval on any matters requiring the Approval of the NPG‟s Events Manager.

8.2 The NPG does not:

a) provide the Supplier with any undertaking or obligation to sell, market or publicise the Supplier and his/her Approved Services to any NPG Clients;

b) provide the Supplier with any warranty or guarantee as to any sales as a consequence of this Agreement.

9. SUPPLIER’S WARRANTIES The Supplier (without limiting the Approved Services) warrants and represents:

a) That he/she is entitled to assign any rights assigned under this Agreement to the NPG;

b) That the Approved Services shall not contain any libellous, blasphemous or immoral matter or any matter infringing the privacy, confidentiality, copyright or other intellectual property rights of any third party;

c) That the Supplier is free to enter into and perform this Agreement and is not under any disability or restriction which may prevent him/her providing the Approved Services;

d) That the Supplier will not pledge the credit of, or legally bind the NPG in any way; e) That the Supplier will exercise all the requisite skill, care and diligence to be

expected of an appropriately qualified and experienced supplier in connection with services of a size, scope and complexity similar to that of the Approved Services in this Agreement.

10. FEES, COMMISSION AND PAYMENT TERMS 10.1 NPG Fees (Gallery Events Only) 10.1.1 In consideration of the full satisfactory and timely performance by the Supplier of the Approved Services for a Gallery Event, the NPG shall pay the Supplier the agreed NPG Fee. 10.1.2 All NPG Fees payable under this Agreement shall be deemed inclusive of all expenses and disbursements incurred by the Supplier pursuant to performance of the Approved Services for the NPG.



10.1.3 Subject to the Supplier‟s satisfactory completion of the Approved Services, the Supplier shall be entitled to submit an invoice for the agreed NPG Fee. ALL INVOICES MUST QUOTE THE CORRECT NPG PURCHASE ORDER NUMBER. FAILING TO QUOTE THE CORRECT PURCHASE ORDER NUMBER MAY DELAY PAYMENT OF THE INVOICE. 10.1.4 Prior to payment the NPG must have first Approved the Approved Services as fully completed and to the standard and requirements previously agreed. 10.1.5 Subject to the foregoing, subject to clause 11 below and the receipt of a correctly submitted invoice the NPG shall pay the amount so invoiced within 30 days of receipt of invoice. 10.2 Client Fees (Client Events Only) The Supplier shall be wholly responsible for invoicing and collecting Client Fees and expenses owing to it from NPG Client Events and any delay in the receipt of monies by the Supplier from any NPG Client shall not relieve the Supplier from the timely payment of any related commission owing to the NPG. 10.3 Payments of Commission (non-Gallery Client Events Only) 10.3.1 The Supplier shall pay the NPG an agreed Commission Rate which shall be an agreed percentage of the gross sales (as stated at the front of this Agreement) achieved via non-Gallery Client Events during the Term of the Agreement. 10.3.2 At the beginning of each quarterly period the Supplier shall notify the NPG‟s Events Manager of the gross sales achieved via NPG Client Events during the preceding quarterly period and the NPG shall invoice the Supplier for the relevant amount of Commission owing to the NPG. 10.3.3 The Supplier shall settle all NPG invoices within 30 days of the date of the invoice. 10.3.4 For the purposes of calculating commission owing the quarterly periods are:

- Quarter 1: April, May, June - Quarter 2: July, August, September - Quarter 3: October, November, December - Quarter 4: January, February, March

10.4 Late Payment Interest If any undisputed sum payable by either the NPG or the Supplier to the other party is not paid when due then, without prejudice to the creditor‟s other rights under the Agreement, that sum shall bear interest from the due date until payment is made in full, both before and after any judgement, at 2% per annum over the National Westminster Bank's base rate. 11. INCOME TAX, NATIONAL INSURANCE AND VALUE ADDED TAX 11.1 The Supplier warrants that he/she is registered self-employed with HM Revenue & Customs („HMRC‟), and shall be solely responsible for declaring and paying his/her own income tax and National Insurance. 11.2 All invoices submitted for payment under this Agreement must include the following statement: “I confirm that I am registered self-employed with the HMRC and that the payment received from the National Portrait Gallery in connection with this invoice will be declared to the HMRC via my self-assessment form”. All invoices must additionally include a unique tax identification number (e.g. National Insurance number).



11.3 In the absence of an unique tax identification number (e.g. National Insurance number) tax and National Insurance will be withheld at source by the NPG. 11.4 All NPG Fees payable to the Supplier under this Agreement are exclusive of VAT, which shall where applicable be payable in addition, subject to the Supplier rendering to the NPG full and correct VAT invoices following the dates on which the NPG Fees fall due. 11.5 Should the Supplier not be registered for VAT, the gross payment will only be made by the NPG on receipt of a copy of a HMRC letter stating the Supplier‟s Schedule D reference number. 11.6 The Supplier shall indemnify the NPG against all liability whatsoever and howsoever arsing in relation to the payment of any and all taxes which subsequently become due by the Supplier to any recognised government or authority pursuant to the Supplier‟s performance of this Agreement (whether to the NPG itself or an NPG Client). This indemnity shall be a condition of this Agreement and shall survive termination or expiration of this Agreement. 12. PAYMENT OF SUB-CONTRACTORS AND SUPPLIERS Where the Supplier enters into a sub-contract for the provision of any part of the Approved Services, the Supplier shall ensure that a term is included in the sub-contract which requires the Supplier to pay all sums due to the sub-contractor within a specified period, not exceeding 30 days from the date of receipt of a valid invoice as defined by the terms of that sub-contract. 13. SECURITY 13.1 The Supplier shall take all measures necessary to comply with the provisions of any enactment relating to security which may be applicable to the Supplier in the performance of the Approved Services. 13.2 All directly employed staff (including any directly employed staff of any sub-contractors and suppliers) regularly attending NPG premises to provide the Approved Services must be adequately security vetted and have attained appropriate security clearance prior to commencing the Approved Services on NPG premises. Casual staff employed by the Supplier (including any casual staff employed by any sub-contractors and suppliers) may attend the NPG premises without formal security vetting but must not enter restricted or unauthorised areas and may be required to be escorted in certain circumstances. 13.3 Whilst on NPG premises, the Supplier shall ensure that all staff (including any staff of any sub-contractors and suppliers) performing the Approved Services comply with all security measures implemented by the NPG in respect of persons attending the NPG‟s premises. The NPG‟S Events Manager shall provide copies of relevant written rules to the Supplier from time to time.

13.4 The Supplier shall take all reasonable measures through training, instruction and by the display of notices or other appropriate means, to ensure that staff (including any staff of any sub-contractors and suppliers) performing the Approved Services have notice that all provisions referred to in this Clause 13 and Appendices A and B attached apply to them during the Term of Agreement.

13.5 The NPG shall have the right to carry out any search of staff (including any staff of any sub-contractors and suppliers) performing the Approved Services, their vehicles, lockers and bags, located at the NPG‟s premises or located at the Supplier‟s premises.



13.6 The Supplier shall fully and reasonably co-operate with any investigation relating to security which is carried out by the NPG or by any person who is responsible to the NPG for security matters.

13.7 The NPG reserves the right to require the Supplier to remove and/or replace any specifically named staff (including any named staff of any sub-contractors and suppliers) from the NPG‟s premises and the Supplier shall comply forthwith and ensure that that member of staff shall not seek admission and shall not be admitted to the NPG‟s premises. Such right shall not be exercised unreasonably or vexatiously by the NPG and the NPG will use all reasonable endeavours to give the Supplier reasonable notice of its intention to invoke its right under this clause.

13.8 Where staff (including any staff of any sub-contractors and suppliers) are required to have a pass for admission to the NPG‟s premises, the NPG‟S Events Manager shall, subject to satisfactory completion of Approval procedures, arrange for passes to be issued.

13.9 Staff (including any staff of any sub-contractors and suppliers) who cannot produce a proper pass when required to do so by any appropriate NPG staff or other appropriate legal representative of the NPG covering security matters, or who contravene any conditions on the basis of which the pass was issued, may be refused admission to the NPG‟s premises or be required to leave the NPG‟s premises if already there.

13.10 The Supplier shall promptly return any pass if at any time the NPG so requires or if the staff for whom it was issued cease to be involved in the performance of the Approved Services. The Supplier shall promptly return all passes on completion of delivery of any Approved Services and in any event upon expiration or earlier termination of this Agreement. 14. HEALTH AND SAFETY 14.1 Both Parties must promptly notify the other of any health and safety hazards, which have or may arise in connection with the provision of the Approved Services. 14.2 The Supplier must satisfy itself as to the adequacy of safety facilities (if any) provided by the NPG. The provision of these facilities (if any) shall be without prejudice to the Supplier's responsibility above. 14.3 The Supplier is required to comply with UK and EU regulations concerning health and safety. In particular, the Supplier shall - 14.3.1 Give a copy of the Supplier's policy statement to the NPG‟S Events Manager upon commencement of the Agreement; 14.3.2 Not use or permit to be used any chemical or substance deemed to be hazardous unless a full COSHH assessment has taken place and users have received full instructions on its handling, use and storage procedures and adequate precautions are taken; 14.3.3 Ensure that safe conditions (for the public, NPG‟S staff and the Supplier‟s staff (including any staff of any sub-contractors and suppliers) are maintained at all times. Consideration must be shown at all times to the public, the NPG‟S staff and other suppliers engaged by the NPG and working on the NPG‟s premises;

14.3.4 Inform all staff (including any staff of any sub-contractors and suppliers) engaged in the provision of the Approved Services on the NPG‟s premises of all known health and safety hazards and instruct them all in connection with any necessary health and safety measures;

14.3.5 Whilst on the NPG‟s premises, comply with any health and safety measures implemented by the NPG in respect of people working on the NPG‟s premises;



14.3.6 The Supplier shall notify the NPG‟S Events Manager immediately in the event of any incident occurring in the provision of the Approved Services on the NPG‟s premises where that incident causes any death or personal injury or any damage to or destruction of property which may or may not give rise to death or personal injury. All RIDDOR reportable accidents must be reported to the NPG‟S Events Manager immediately; 14.3.7 The Supplier shall provide the Approved Services with a strict regard to hygiene and safety and shall comply at all times with the requirements of relevant statutes, orders and regulations in force from time to time including but not limited to the Health and Safety at Work Act 1974 (as amended), the Control of Substances Hazardous to Health Regulations 1988 and where the Supplier is a caterer, the Food Act 1984 and the Food Safety Act 1990, the Food Hygiene (Safety) Regulations 1995; 14.3.8 The Supplier must keep its work areas clean and tidy at all times and remove all waste and litter at the end of each Event. In the event the Supplier fails to remove its waste/litter at the end of the Event the NPG reserves the right to make arrangements to have the waste/litter removed and to re-charge the Supplier the cost for so doing.

14.3.9 The Supplier shall fully and reasonably co-operate with any investigation relating to health and safety which is carried out by the NPG by any person who is responsible to the NPG for health and safety matters. 15. INTELLECTUAL PROPERTY RIGHTS 15.1 In providing the Approved Services the Supplier shall obtain any necessary licences and consents before utilising any material (including any Third Party Material) which is or may be subject to any Intellectual Property Rights. 15.2 Subject to clause 15.3, the Supplier shall indemnify the NPG against all claims, proceedings, actions, damages, legal costs (including but not limited to legal costs and disbursements on a solicitor and client basis), expenses and any other liabilities arising from or incurred by the use of the Supplier, in the provision of the Approved Services, or the use by the NPG following delivery by the Supplier, of any material which involves any infringement or alleged infringement of the Intellectual Property Rights of any third party. 15.3 The provisions of sub-clause 15.2 shall not apply in respect of any material which the NPG has supplied to the Supplier or which the NPG has specified for use by the Supplier or for delivery to the NPG. 15.4 The Supplier shall not use the names and logos of the NPG in any way whatsoever without the prior Approval of the NPG‟s Events Manager. The Supplier shall submit any requests to use NPG names and logos at least 14 calendar days in advance of intended use. 15.5 Notwithstanding any Approval given under sub-clause 15.4, all Intellectual Property Rights in any names and logos of the NPG used or intended to be used by the Supplier are retained by the NPG, and the Supplier shall have no claim to any of the said Intellectual Property Rights. 16. CONFIDENTIALITY The Supplier shall keep confidential any information data or process connected with the Approved Services and business of the NPG and undertakes not to disclose or use the same except in accordance with the provisions of this Agreement or as may be required by law. 17. FREEDOM OF INFORMATION The Supplier acknowledges that the NPG is subject to the requirements of the Code of Practice on Access to Government Information and the Freedom of Information Act 2000 and



the Supplier agrees to cooperate with the NPG to enable the NPG to comply with any information disclosure requirements connected with the Supplier and this Agreement. 18. DATA PROTECTION The NPG is committed to protecting the Supplier‟s privacy. All personal data and sensitive personal data provided to the NPG pursuant to performance of the Approved Services will be held securely by the NPG and (unless the Supplier otherwise agrees) only be used to administer this Agreement. It will not be passed to any third parties unless the Supplier agrees (or as required by law). For the purposes of the Data Protection Act 1998 the data controller is the Board of Trustees of the National Portrait Gallery. The Supplier shall comply and ensure that any employees, agents, consultants, sub-contractors and representatives comply with the Data Protection Act 1998 to the extent that it applies to the Supplier‟s performance of the Approved Services. 19. ADVERTISING AND PUBLICITY 19.1 Subject to sub-clauses 19.2 and 19.3 the Supplier must not advertise or make any statement relating to the existence or performance of this Agreement without the prior Approval of the NPG‟s Events Manager (such Approval not to be unreasonably withheld). 19.2 The Supplier shall actively support and promote the NPG‟s Events through promotional activities comprising a variety of printed material and on the Supplier‟s website (if available). All wording and copy shall be submitted to the NPG‟s Events Manager at least 7 calendar days in advance of any publication or print deadlines, for Approval. 19.3 The Supplier is permitted to include the NPG‟s name in the Supplier‟s portfolio/marketing brochure/client list (subject to approval from the NPG‟s Picture Library). 20. RECORD KEEPING AND RIGHT OF AUDIT 20.1 The Supplier shall keep secure and maintain until two years after the final payment of all sums due under the Agreement full and accurate records of the Approved Services, all expenditure made, fees and income from NPG Clients and any payments made to the NPG including any commission. 20.2 The Supplier shall grant to the NPG, or its authorised agents, such access to those records as they may reasonably require in order to check the Supplier‟s compliance with the Agreement. 20.3 For the purposes of the National Audit Act 1983 the Comptroller and Auditor General may examine such documents as he may reasonably require which are owned, held or otherwise within the control of the Supplier and may require the Supplier to produce such oral or written explanations as he considers necessary. For the avoidance of doubt it is hereby declared that the carrying out of any examination under Section 6(3)(d) of the National Audit Act 1983 in relation to the Supplier is not a function exercisable under this Agreement. 21. NOTICES AND COMMUNICATIONS Any notices given by either party to the other under or pursuant to this Agreement shall be in writing delivered by hand or sent by post or registered post or transmitted by facsimile or email, resulting in the receipt of a written communication in permanent form and, if so sent or transmitted to the registered address of the other party at the head of this Agreement (or to such other address as the party may by notice to the other have substituted from time to time) and marked for the attention of the relevant Party Contact, shall be deemed effectively



served on the day when in the ordinary course of the means of transmission it would first be received by the addressee in normal business hours. 22. TERM AND TERMINATION 22.1 This Agreement shall start on the Commencement Date and, in the absence of a stated Term of Agreement at the front of this Agreement shall be for a period of twelve months (unless otherwise terminated early in accordance with this Clause 22). 22.2 The NPG shall be entitled to summarily terminate this Agreement, in writing, if at any time the Supplier is:

a) In material or persistent breach of his/her obligations under this Agreement and has

not (in the case of a breach capable of remedy) put right the breach within twenty [20] working days of a notice from the NPG requiring it to be put right; or

b) the default is not capable of remedy; or c) the default is a fundamental breach of the Agreement; or d) in the reasonable opinion of the NPG, incompetent, guilty of gross misconduct or

any serious or persistent negligence in the provision of the Approved Services; or e) in the reasonable opinion of the NPG, failing to maintain the highest of industry

standards; or f) in the reasonable opinion of the NPG bringing the NPG‟s name and/or reputation

into disrepute. 22.3 The NPG shall be entitled to summarily terminate this Agreement if the Supplier becomes bankrupt or has a receiving order or administration order made against him/her; or makes any compromise or arrangement with or for the benefit of his/her creditors; or appears unable to pay his/her debts. 22.4 The Supplier may summarily terminate this Agreement in writing if at any time either of the circumstances laid down in sub-clauses 22.2 or 22.3 applies to the NPG. 22.5 Either party may terminate this Agreement for any reasonable reason by four (4) weeks‟ written notice to the other party. 22.6 Where this Agreement is terminated the Supplier shall pay the NPG all outstanding monies and commission owing to the NPG without delay. 22.7 Termination of this Agreement, however it arises, shall not affect or prejudice the accrued rights of either of party as at termination or the continuation of any provision expressly stated to survive, or implicitly surviving termination. 22.8 The following clauses shall remain in full force and effect not withstanding termination or expiration of the Agreement: 11.6, 15, 16, 17, 18, 20 and 24. 23. OBSERVANCE OF STATUTORY OBLIGATIONS 23.1 The Supplier shall duly perform, observe and fully comply with any duties, obligations and restrictions imposed upon or applying to him by or under statute or otherwise in relation to his obligations under this Agreement of the doing of any act or thing pursuant thereto and shall indemnify the NPG against any and all liability which might arise in consequence of the Supplier's failure to comply with any such duties, obligations and restrictions.

23.2 The Supplier shall notify the NPG‟S Events Manager of any notice and other document served upon him by a local authority, statutory undertaker or otherwise in connection with the Approved Services. The Supplier shall deliver the original of any such notice or document to the NPG‟S Events Manager within three days of service thereof.



24. INSURANCE AND INDEMNITY 24.1 The Supplier shall indemnify and keep indemnified the NPG from and against any and all loss, damage or liability (whether criminal or civil) suffered and legal fees and costs incurred by the NPG resulting from a breach of this Agreement by the Supplier including: 24.1.1 any act, neglect or default of the Supplier; 24.1.2 breaches in respect of any matter arising from the provision of the Approved Services resulting in any successful claim by any third party; 24.2 The Supplier shall effect and maintain throughout the Term of Agreement at its own cost with one or more reputable insurers, such policy or policies of insurance as are adequate to cover its prospective liabilities in connection with this Agreement. The minimum cover per claim shall:

(i) in respect of personal injury, be unlimited, and, (ii) in respect of damage to property be £10 million per claim, and (iii) be unlimited in aggregate.

24.3 The Supplier shall do everything necessary to maintain any such policy or policies in full effect and not do, allow to be done, or fail to do any act or thing whereby such policy or policies may be invalidated, or result in the payment of the proceeds of any such policy being restricted or otherwise reduced below payment in full. Failure to comply with the obligations under this clause 18 shall amount to a breach of contract.

24.4 The Supplier shall be liable to the NPG for loss or damage due to the negligence or other failure of the Supplier to perform its obligations under this Agreement or under the general law. 24.5 The Supplier shall at the request of the NPG provide to the NPG for inspection any or all of the insurance policies referred to in this Clause 24 and the insurer's receipts for the last premiums in the respect thereof and the Supplier shall ensure that the interest of the NPG in the said policies is endorsed on them. 24.6 In this Clause; 24.6.1 "personal injury" includes sickness and death; 24.6.2 "damage to property" includes loss of value and loss of use and also includes loss of property. 24.7 The Supplier shall hold employer‟s liability insurance in respect of any workers in accordance with any legal requirement for the time being in force. 24.8 Neither party shall be liable to the other for any loss of profit, loss of contract, loss of opportunity, loss of goodwill or other indirect loss arising from a breach of this Agreement. 25. ASSIGNMENT AND SUB-CONTRACTING 25.1 The Supplier shall not sub-contract any of his/her obligations under this Agreement or assign the benefit or burden of the Agreement or any part thereof without the prior written consent of the NPG‟s Events Manager. 25.2 No sub-contracting by the Supplier shall in anyway relieve the Supplier of any of its responsibilities to deliver the Approved Services. Any act, omission, default or neglect of any sub-contractor shall be deemed the act, omission, default or neglect of the Supplier.



26. DISPUTE RESOLUTION 26.1 All disputes, differences or questions arising between the Parties, with respect to any matter or thing arising out of or relating to this Agreement shall be referred in accordance with the following provisions: 26.1.1 The Parties shall attempt in good faith to resolve the dispute by amicable discussion between them.

26.1.2 If the dispute cannot be resolved within sixty (60) calendar days of receipt of a letter identifying the nature of the dispute either party may refer the dispute to mediation forthwith.

26.1.3 The Parties will attempt in good faith to resolve the dispute by mediation in accordance with the current „Model Mediation Procedure and Agreement‟ document as published by the Centre for Effective Dispute Resolution. The cost of any mediation shall be borne equally between the Parties.

26.1.4 Any dispute which is not resolved within thirty calendar (30) days after the commencement of the mediation procedure shall be considered unresolved and either party may commence court proceedings against the other thereafter. 26.1.5 Unless otherwise agreed in writing the Parties shall continue to comply with their obligations under this Agreement during the course of the dispute resolution procedure set out above with respect to all matters. 26.1.6 Nothing in this clause shall be construed as prohibiting either party from applying to a court for interim injunctive relief 27. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 It is expressly agreed that the provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement nor for the avoidance of doubt shall the terms and conditions herein confer any benefit on any party who has not expressly executed the same. 28. FAILURE OR DELAY Failure or delay by either party in enforcing or partially enforcing its rights under this Agreement shall not be construed as a waiver of such rights by that party. Any waiver must be communicated in writing to the other party. 29. FORCE MAJEURE If either Party is prevented from or delayed in the performance of any of its obligations under this Agreement by any event (a “Force Majeure Event”) beyond the reasonable control of that party, including, but not limited to, acts of God, civil commotion, war, earthquake, fire, flood, riot, demonstration, industrial action, terrorist action or political interference, then it shall notify the other party in writing of the circumstances, and shall be excused from performing those obligations for so long as the Force Majeure Event shall continue. If the Force Majeure Event continues for longer than 30 working days, the party not claiming relief under this Clause shall be entitled to terminate the Agreement by giving the other party 14 working days‟ written notice. 30. SEVERANCE If any provision of this Agreement is found by any rule of law, public policy or court of competent jurisdiction in whole or in part to be invalid or unenforceable such invalidity or



unenforceability shall be severed and the remainder of the provisions of this Agreement shall remain in full force and effect. 31. VARIATIONS No variation of this Agreement shall be valid unless made in writing and signed by both parties. 32. STATUS OF THE PARTIES Nothing in this Agreement shall be construed as creating a partnership, a contract of employment or a relationship of principal and agent between the Supplier and the NPG. 33. ENTIRE AGREEMENT The Parties agree that this Agreement constitutes the entire agreement with regard to the subject matter herein. This Agreement supersedes all understandings, representations and agreements made between the Parties concerning such matters. However, neither Party seeks to exclude liability for any fraudulent misrepresentation. The Parties hereto acknowledge that they have read this Agreement, understand it and agree to be bound by all its terms and conditions. 34. GOVERNING LAW AND JURISDICTION This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the Parties hereby submit to the exclusive jurisdiction of the English courts.

IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of both Parties as

at the date above first written.

Signed by___________________________

Name: ___________________________

Title: _____________________________

Duly authorised for and on behalf of (insert Supplier‟s Name)

Signed by___________________________

Name: ___________________________

Title: _____________________________

Duly authorised for and on behalf of the Board of the National Portrait Gallery Company

Limited



APPENDIX A

SITE RULES FOR CONTRACTORS WORKING ON NPG PREMISES

(ABRIDGED VERSION)

We are committed to making sure all our contractors work safely and within a safe environment. All our contractors must demonstrate competence in managing health and safety. The Gallery has a zero tolerance to unsafe or unhealthy working practices. For everyone‟s safety, any firms or individuals seen working in an unsafe or unhealthy manner will be removed from site. The following rules have been made to ensure the health and safety of you, your colleagues, Gallery staff and members of the public while on Gallery property. The Supplier (including any staff, sub-contractors and suppliers) shall comply with the following whilst on NPG premises: Day-to-Day Rules

Do not park anywhere in the Gallery estate unless you have been specifically designated an authorised parking space

Please be prepared to have your vehicles and personal belongings searched coming into and leaving the Gallery estate

Pick up your security pass or wrist pass and wear it at all times whilst on the Gallery estate

Do not smoke anywhere on the Gallery Estate Do not eat or drink anywhere on the Gallery Estate unless you are in a designated

eating/drinking area (alcoholic drinks may not be consumed whilst you are working) Do not use any radio receiver, transmitter, personal radio/stereo or NPG telephones

anywhere on the Gallery estate unless the Gallery has given you prior approval to do so (personal mobile telephones and radio pagers are permitted for the purpose of delivering the Approved Services

Do not use offensive language or behaviour whilst on the Gallery estate Do not take any photographs or sketches of the Gallery estate (or its contents)

without the Gallery‟s prior approval Please return security passes or wrist passes to the NPG before leaving the Gallery

estate Emergency Procedures Fire

The alarm bell will ring continuously Leave the building immediately and proceed to your nearest assembly point Do not use lifts or escalators Close doors and windows behind you Obey the Fire Marshall‟s instructions On reaching the assembly point notify the Fire Marshall of anyone trapped or

unaccounted for Do not re-enter the building until you are clearly instructed to do so

Accident, Illness, Injury

Contact NPG Security on: extension 4208 or 0207 306 0055



APPENDIX B EVENT PLANNING, ACCESS AND SECURITY PROTOCOLS FOR NPG PREMISES

Event Planning/Supervision

During the Event there must be a designated manager or other senior member of staff available at all times during the set up, clearing and whole duration of the Event to manage supervise the Event. For caterers, this must always be the Events Manager. Such manager or senior person shall retain full responsibility for all aspects of the catering, production, floristry or entertainment, including staffing, throughout the entire Event

The Supplier‟s designated manager or other senior member of staff shall have complete authority to ensure compliance with this Agreement by all the Supplier‟s staff (including sub-contractors and suppliers)

All meetings with NPG Clients or potential NPG Clients on Gallery premises must be booked through the NPG‟s Events Team who should be present at all meeting unless otherwise agreed in advance

In planning and delivering the Approved Services, the Supplier must ensure there is no damage to any part of the NPG‟s building or to its contents. The NPG must be consulted at the earliest possible stage in the planning of the Event about any risk or damage that it is reasonably foreseeable may occur and the Supplier must comply at its own cost with any reasonable instructions given to it by the NPG in order to minimse the risk of any damage occurring during the Event

In planning and delivering the Approved Services disruption to the public during Gallery opening hours must be kept to the absolute minimum

In setting up the Event on the day items of furniture shall not be dragged across floors and not be propped against any woodwork or wall fabric. Care must be taken when transporting heavy furniture in close proximity to picture frames

No candles or any naked flames may be used in the NPG‟s Galleries. Electric candles may be used. The NPG is always willing to consider dimming lights if given sufficient notice

Floral arrangements must not be situated in such a way as to detract from the NPG‟s pictures, obscure a portrait or touch a frame

Notwithstanding the above, full Risk Assessments for all activity related to the Supplier‟s delivery of the Approved Services must be completed by the Supplier and provided to the NPG‟s Events Manager at least 48 hours before the Event for Approval

Sign-In Procedure for Supplier’s Staff CATERERS

The Caterer must supply its staff list to the NPG‟s Events Manager at least 24 hours‟ before the Event. This list should clearly identify all Catering staff requiring access to the Gallery as well as the Caterer‟s events supervisor or senior member and their contact telephone number

Catering staff are permitted to arrive on site for evening Events from 16:30 hours onwards on the day of the Event and from 06:30 hours onwards on the day of the Breakfast Event

All catering staff should arrive at the NPG‟s Orange Street Reception Entrance, sign in and wear the wristband allocated to them by a Gallery Visitor Services Assistant

The Caterer‟s events supervisor or senior member must be positioned at the Gallery‟s Orange Street Reception Entrance throughout the sign-in period to approve



any staff wishing to gain access but who are not listed on the staffing list previously provided by the Caterer

The wrist bands issued to catering staff must be worn by all catering staff and be clearly visible during the set up period of the Event. During the Event itself wristbands do not have to be visible, but must be kept on the person at all times and must be handed back to the Gallery‟s Visitor Services Assistant at the NPG‟s Orange Street Reception Entrance on departure

Access to the Events‟ Kitchen for evening Events is from 16:30 hours on the day of the Event and from 06:30 hours on the day of the Breakfast Event

All catering staff accessing the Gallery via the Loading Bay must still sign in at the National Portrait Gallery‟s Orange Street Reception Entrance before accessing the Loading Bay

Any alterations to this Sign-In Procedure must be agreed in writing with the NPG‟s Events Manager (in advance)

Access to the NPG‟s public galleries is from 18:00 hours onwards on the day of the Evening Event and from 07:00 hours onwards on the day for Breakfast Events

PRODUCTION, FLORISTRY, ENTERTAINMENT AND OTHER SERVICES

The Supplier must supply a list of people to the NPG‟s Events Manager at least 24 hours before the Event. This list should clearly identify all people requiring access to the Gallery as well as the Supplier‟s events supervisor or senior member and their contact telephone number

Production, Floristry, Entertainment and other suppliers‟ staff are permitted to arrive on site for evening Events from 17:30 hours onwards on the day of the Event and from 07:00 hours onwards on the day for Breakfast Events

Staff should arrive at the NPG‟s Orange Street Reception Entrance, sign in and wear the wristband allocated to them by a Gallery Visitor Services Assistant

Wrist bands must be worn by all staff and be clearly visible during the set up period of the Event. During the Event itself wristbands do not have to be visible, but must be kept on the person at all times and must be handed back to the Gallery‟s Visitor Services Assistant at the NPG‟s Orange Street Reception Entrance on departure

The Orange Street Entrance to the Gallery will be in use for any visitors needing disabled access, and care should be taken to ensure Equipment does not block the access at any time

Any alterations to this Sign-In Procedure must be agreed in writing with the NPG‟s Events Manager (in advance)

Access to the NPG‟s public galleries is from 18:00 hours onwards on the day of the Evening Event and from 07:00 hours onwards on the day for Breakfast Events

Access to the Loading Bay

Access to the Loading Bay is via the National Gallery Gatehouse. (Please also refer to the Section below on Access to the Loading Bay Outside Normal Opening Hours)

All staff names and vehicle registration details must be provided to the NPG‟s Events Manager at least 24 hours in advance of the Event to give the Gallery (and the National Gallery), as much time as possible to record this information

However where this is not possible, staff names and vehicle registration details must be supplied by no later than 10:00 hours on the day of the Event (evening events only)

Access to the Loading Bay is permitted from 16:30 hours on the day of the Event with the exception of furniture hire companies who may begin dropping off items from 16:00 hours onwards (Please also refer to the Section below on FURNITURE HIRE COMPANIES)

Anyone seeking access but who is not on the Supplier‟s staffing list will need to be approved for entry by the Supplier‟s events supervisor or senior member at the



NPG‟s Orange Street Reception entrance prior to gaining entry to the Gallery‟s premises

Only catering vehicles shall be permitted access to the Loading Bay to avoid the entrance getting blocked and the Loading Bay becoming too crowded - No other vehicles of other suppliers are permitted access to the Loading Bay

The Loading Bay can accommodate either one large vehicle or two regular sized transit vans

Any vehicles over this limit will need to be parked off site

For particularly large events, the NPG Events Team will work with the Supplier to co-ordinate the vehicle access and deliveries to ensure everything is ready on time

Unfortunately as the Loading Bay is very busy, pedestrian access is not permitted through the National Gallery Gatehouse

All those wishing to access the Loading Bay on foot must do so either by taking the Picture Lift or the Staff Lift from inside the NPG, but will need to sign in at NPG‟s Orange Street Reception Entrance before doing so and must obtain a security pass

Alternatively, the person can stay in their vehicle and get access through the Main Gate, but will still need to sign in at the NPG‟s Orange Street Reception before doing so and obtain a security pass

FURNITURE HIRE COMPANIES

Access to the Loading Bay is permitted from 16:00 hours on the day of the Event. Deliveries can be left under the gantry for the Supplier to subsequently access and

load into the Picture Lift from 16:30 hours onwards

A member of NPG staff shall be available in the Picture Lift from 16:30 hours onwards whilst the Supplier loads the lift

Access to the Loading Bay outside Normal Opening Hours The National Gallery Gatehouse is open from 07:00 hours – 18:00 hours 7 days per week. Outside of these times you will need to contact the National Gallery in advance to enter or exit from the Loading Bay. To do this you must contact the NPG‟s Events Manager in advance to organise this. If you need to gain access for a Breakfast Event, all deliveries must be made by 06:30 hours on the day of the Event and access into the NPG shall either be via vehicle through the Loading Bay or (if you have been notified that the National Gallery Gatehouse/Loading Bay will not be available at the time of your arrival) via the NPG‟s Orange Street Reception and Offices.



APPENDIX C ADDITIONAL SITE RULES (FOR CATERERS ONLY)

The Events Kitchen

The Events Kitchen contains equipment owned by the Gallery‟s in house caterer Searcys. Under no circumstances shall any Searcys equipment or stock be used by the Supplier. If Searcys equipment is removed or unplugged or stock is used, the Supplier shall be charged for replacement, restocking etc.

If on arrival the Caterer finds the Events Kitchen is not clean and tidy ready for operational use, the Caterer must immediately notify the NPG‟s Event Manager.

The Caterer is responsible for leaving the Events Kitchen clean and tidy, including emptying the bins and washing the floor. The Caterer must complete the Events Kitchen Form to confirm that these tasks have been undertaken and completed satisfactorily.

Turbo ovens and urns must remain in the Events Kitchen.

Urns are not allowed in any of the NPG‟s Galleries. Warming cupboards are allowed in the designated catering preparation rooms,

unless otherwise specified.

The Fire Door into the Events Kitchen must be kept closed at all times.

Additional Hot Kitchen Facilities

For particularly large Events requiring additional hot kitchen space it may be possible to use the NPG‟s Visitor Services kitchen.

If you would like to use this additional hot kitchen space you must apply to the NPG at least 14 days in advance of the date of the Event.

The NPG will endeavour to accommodate this request but due to operational reasons, it may not be possible and the NPG reserves the right to refuse permission to use this area.

Additional Cold Kitchen Facilities

Certain public Gallery spaces may be available as a cold kitchen for the purposes of preparing canapés.

If you would like additional cold kitchen space you must apply to the NPG at least 14 days in advance of the date of the Event.

The NPG will endeavour to accommodate this request but due to operational reasons, it may not be possible and the NPG reserves the right to refuse permission to use this area.

When public Gallery spaces are used for the purposes of preparing canapés, all Equipment must be kept away from paintings and walls and canapés preparation must only take place in the agreed area(s).

Drinks

Red wine is not permitted at Receptions in any of the NPG‟s Galleries. However this rule does not apply to sit-down dinners held within the NPG‟s Galleries.

Under no circumstances must champagne be opened in the Gallery. Champagne can only be opened in the Lifts, the Gallery‟s Main Cloakroom or the Loading Bay.



Furniture

Items of furniture should not be: - dragged across floors - propped against any woodwork or wall fabric

Care must be taken when transporting heavy furniture in close proximity to picture frames

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