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GLOSSARY
Interim Statement of Design Acceptability. An interim SoDA provided to developers of nuclear power stations going through the GDA which signals that the EA is satisfied with how designers intend to resolve any outstanding GDA issues (see SoDA)
NEWS
The Construction Industry Council (CIC) has announced the publication of a book, 'The regenerative structural engineer', published by the Institution of Structural Engineers (IStructE). The authors call for a profound change in the global built environment sector which challenges engineers and the industry to do more good for the environment by thinking and designing differently.
NEWS
The Institution of Structural Engineers (IStructE) has sponsored and published a freely available guidance document designed to help building project teams assess and track embodied carbon in accordance with the UK Net Zero Carbon Buildings Standard (NZCBS). Developed by expert authors, the practical 'how-to' guide covers the Pilot rev2 version of the Standard and aims to support projects that are pursuing full verification or following best practice assessment and reporting procedures. The guide specifically focuses on the embodied carbon aspects of the Standard and presents its information in an accessible format, incorporating diagrams, clear explanations, valuable tips and tricks, and key considerations throughout.
NEWS
The Institution of Structural Engineers (IStructE) has published the third edition of its guidance on calculating embodied carbon, establishing a set of agreed principles for the structural engineering community. This new edition aligns with the Royal Institution of Chartered Surveyors (RICS)’ recently revised Professional Statement: Whole life carbon assessment for the built environment and supports compliance with the UK Net Zero Carbon Buildings Standard. The guidance aims to assist engineers in selecting and specifying efficient materials, quantifying the benefits of low carbon designs to clients and society, and raising awareness of alternative net zero carbon design approaches in structural engineering projects.
PRACTICE NOTES
ARCHIVED: This Practice Note has been archived and is not maintained. It was drafted for the Public Contracts Regulations 2015, SI 2015/102, which were replaced by the Procurement Act 2023. Public procurement—general principles The procurement of goods, services, or works by central government authorities and other bodies governed by public law in the UK is subject to a series of regulations which primarily derive from EU public procurement directives: • the Public Contracts Regulations 2015 (PCR 2015), SI 2015/102, which address contracts awarded by central government, local authorities, and other public bodies • the Utilities Contracts Regulations 2016, SI 2016/274, which address contracts awarded by operators of utilities services • the Concession Contracts Regulations 2016, SI 2016/273, which address contracts between contracting authorities and suppliers in which the consideration from the contracting authority includes a right for the supplier to exploit the works or services provided for its own commercial gain For background information regarding the domestic public procurement regime in the UK and amendments made consequent to the Public
CHECKLISTS
Introduction This checklist accompanies the more detailed Practice Note: Negotiation guide—IT contracts. It is intended as a quick reference point and focuses on the key general issues which are likely to arise in IT contracts. It omits certain specific issues covered in Practice Note: Negotiation guide—IT contracts which may only arise in particular types of IT contracts or those with higher complexity (eg acceptance testing, audit rights, TUPE, step-in rights, benchmarking and exit assistance). It provides the customer’s and supplier’s best positions for each issue, followed by a suggested balanced position (which is not intended to be exhaustive). For a fuller discussion and explanation of each issue, see Practice Note: Negotiation guide—IT contracts. For precedent balanced agreements, which put much of what is discussed here and in the negotiation guide into practice, see Precedents: Framework agreement for the provision of IT products and services—balanced and IT services agreement—balanced. This checklist is only relevant for business to business transactions. General service standards (reasonable care and skill, good industry practice or best industry practice) Customer’s best position
PRECEDENTS
This Agreement is made on [date] Parties 1 [Insert name of Customer][ of OR ,a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at][ insert address] (Customer); and 2 [Insert name of Supplier][ of OR ,a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at][ insert address] (Supplier), (each of the Customer and the Supplier being a party and together the Customer and the Supplier are the parties). Background (A) The Customer wishes to purchase the Equipment, and license the Software, from the Supplier. (B) The Supplier agrees to supply the Equipment, and license (or procure the licensing of) the Software, to the Customer in accordance with the terms of this Agreement. 1 Definitions and interpretation 1.1 In this Agreement: Acceptance • means the completion by the Customer of the procedure set out in clause 5.3 and its formal acceptance of the Equipment; Affiliate • means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with, another entity; Business Day • means a day other than a Saturday, Sunday or bank or public holiday in England; Commencement
CHECKLISTS
This Checklist is designed to highlight issues that commonly arise during the drafting of outsourcing agreements, and is suitable for use with the following Precedents: • Outsourcing agreement—long form • Outsourcing agreement—short form For further information on issues raised by this Checklist, see the following Practice Notes: • Negotiation guide—IT contracts • Outsourcing—key terms • Key issues in IT outsourcing • The evolution of IT outsourcing See also: IT contracts negotiation checklist. The third column can be used to record observations or comments as the Checklist is worked through. Checklist Further information Notes (if any) Initial due diligence ☐ Confirm what due diligence has been done or needs to be done. Relevant issues include:—the services to be provided—possible employee or the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE 2006), SI 2006/246 issues arising from transfer of services to the supplier—intellectual property rights (IPRs) and other assets required to perform the services or requiring transfer to the supplier, and—whether and to what extent artificial intelligence (AI) will be used in respect of the services—specific
PRACTICE NOTES
This Practice Note identifies and explains key legal and practical issues relevant to the termination of an IT outsourcing engagement and the subsequent transition of the services either back in-house to the customer or to a replacement service provider. Termination—why the outsourced IT arrangement has ended This is the final stage in the IT outsourcing life cycle. (See Outsourcing lifecycle—UK-based IT services—flowchart and Outsourcing lifecycle—global sourcing of IT services—flowchart.) The IT outsourcing engagement may end for various reasons, triggering transition of the services to a replacement supplier or back to the customer. These include: • expiry of the IT outsourcing agreement • termination by a party for: ◦ convenience (although often only the customer will have this right) ◦ general material breach by the other party ◦ the other party's breach of particular key contract terms, ie confidentiality, data protection and intellectual property rights (IPRs). The customer may have termination rights triggered by the occurrence of specific events, such as the supplier's failure to comply with regulatory requirements, implement benchmarking findings or achieve the required
FLOWCHARTS
This Flowchart outlines the key stages that typically apply to information technology (IT) procurement. In particular, it presents the various options, ranging from a straightforward one-off
CHECKLISTS
This Checklist sets out the key terms in an IT services agreement. It includes the key terms that a customer should consider when contracting with a supplier for both implementation and operational IT services. IT services agreements can cover a broad scope of services, from simple web development and support agreements to complex technology outsourcing deals. The particular terms relevant and the detail to be included will depend on the specific services in question. This Checklist is not exhaustive, but considers a range of typical provisions to consider for inclusion. Equally, some of the provisions suggested may be inappropriate or unnecessary for a particular contract. This Checklist is aimed primarily at customers. It is intended to give an overview of the key terms a customer would want to include in an agreement involving both implementation IT services and operational IT services. The supplier may resist agreement to some of the terms, or seek to negotiate a diluted version of these. It is frequent for consultancy and application development and support contracts, as examples, to be framework contracts
PRACTICE NOTES
This playbook provides guidance for drafting and negotiating a services agreement for the supply of IT services from a pro-supplier perspective. This playbook includes a preferred position and a fallback position for the most commonly negotiated clauses. It may not, however, address every issue that may arise in the negotiation of a particular agreement. This playbook can be used by lawyers acting for the supplier (whether in-house or in private practice). Users should modify the playbook as necessary to address client-specific issues and ensure their client’s interests are fully protected. The level of risk noted in the playbook may vary depending on the client. For a template agreement, on which this playbook is based, see Precedent: IT services agreement—pro-supplier. This playbook could be read in conjunction with Practice Note: Negotiation guide—IT contracts, which provides a more general discussion of the key negotiation issues arising in IT contracts of various descriptions and may provide ideas for further fallback options as the need arises. Definitions referred to in the playbook are taken from Precedent: IT services agreement—pro-supplier—refer