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P olicy

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P olicy

  1. 1. The Robert Gordon University Contracts Policy and Procedures Contents 1 Policy.....................................................................................................2 1.1 Why is a contract required?..................................................................2 1.2 When is a contract required?.................................................................2 2 Procedure..............................................................................................3 1.3 General..............................................................................................3 2.2 Contract Preparation...........................................................................3 2.4 Approving Release to Third Parties .......................................................5 2.5 Signing by Delegated Authorities .........................................................5 2.6 Contract Registration and Retention .....................................................5 2.7 Amendments to Contracts...................................................................6 2.8 Exceptional Circumstances...................................................................6 Appendix 1 –The Contracts Scheme of Delegation...................................7
  2. 2. 1 Policy 1.1 Why is a contract required? The purpose of the contracts policy is to ensure that all risks are effectively managed on behalf of the University. Contracts create legal rights and obligations which should be carefully considered before committed to. 1.2 When is a contract required? This policy applies to all contracts entered by the University except for contracts of employment prepared under the authority of the Director of Human Resources, for which separate procedures apply. Where a contract is required for the provision of Services, i.e. a contractor is to be engaged on a temporary basis to perform services on behalf of the University, you should refer to the Contracts for Provision of Services Policy. All University entities, including group companies, will adhere to the general principles of this Policy. A formal written contract will be required for the purchase or sale of goods, provision of a service or property where any of the following circumstances apply in relation to the contract: • the value is £5000 or more; • cost of terminating the contract would be significant; • Intellectual Property of the University is affected; • the period is one or more years; • the University’s interests require to be protected in case a dispute arises; • the contract, or element of it, is for provision of a service, e.g. consultancy, agency, commercialisation. 2
  3. 3. 2 Procedure 1.3 General All contracts shall contain: • full details of the contracting parties; • a clear duration, having either a fixed termination date or, where of indefinite duration, a clause giving the University the right to terminate the contract; and • a unique Contract Reference Number allocated by the University Solicitor. In addition to all standard contract clauses and those clauses specific to the particular contract concerned, all contracts will clearly reflect, where appropriate, University policies regarding: • Health and Safety • Acceptable use and security policy relating to IT. • Other business conduct policies with which this Policy is to be read in conjunction (see www.rgu.ac.uk/policies). • confidentiality • Intellectual Property • The use of the University name and logo by third parties (see http://www.rgu.ac.uk/governance/policies/page.cfm?pge=45460) Work or provision of goods / service must not commence until a contract is concluded. In general, approved contracts will be sent out to third parties for signature before being signed by the University’s authorised signatories. 2.2 Contract Preparation A member of the University requiring a contract or contract advice (“the initiator”) will first engage with the named contact in the appropriate Contract Department, as set out in the Table 1. The Contract Department will advise on the most appropriate form of contract required. Where there is any doubt about this first step, advice will be provided by the University Solicitor. 3
  4. 4. Table 1: List of Contract Departments and Contacts Contract Type Contract Department Contact Job Title Name Academic Matters Academic Affairs Hilary Douglas Academic Registrar Research and CREDO Helen Mill CREDO Manager Commercialisation Procurement of Financial Services Department Mike McCall Head of Finance goods and services(except IT and building services) Building Services Estates and Property Services Fiona Lane Deputy Director of Property/ Lease Department Estates and Property Services ICT Information Technology Andrew Executive Director Department McCreath (Information Technology & Communication) All Other Principal’s Office Natalie Laing University Solicitor To enable the process of contract preparation, the Contract Department will require all relevant documentation which will normally include: • full contract details including its purpose. • any other relevant information such as deadlines, milestones or proposed payment terms. • the appropriate internal authorisation, such as a purchase order or a research proposal. It is up to the initiator to ensure that relevant internal authorisations are first obtained. The initiator is responsible for carrying out due diligence on external third parties contracting with the University. This may include a review to assess employment, legal, tax, and insurance implications. Contracts involving academic matters must include authorisation from the Academic Registrar in relation to quality assurance matters. If required, advice on the most appropriate due diligence process will be provided by the contact persons in the Financial Services Department or the University Solicitor listed in Table 1. Contract preparation may be triggered by the commencement of the Invitation to Tender/Request for Quotation (ITT/RFQ) process in which case the relevant Procurement procedures apply. Where proposals or expressions of interest are sought such as with a tender or research contract, the terms of the contract should be provided to third parties as soon as possible. 4
  5. 5. 2.3 Contracts Database Details of all contracts are entered into the database showing names of parties, types of contract, price, duration, expiry date and any other key clauses. Each of the contract departments has access to this and separate guidance is available on how and when data should be entered. 2.4 Approving Release to Third Parties Before any contract is signed by an authorised signatory it should have a sign off sheet attached. This is a single page document which is completed by the contract initiator which, along with key details such as IPR ownership and financial provisions shows that all the relevant internal University approvals are in place before the contract itself is finally signed off. The original sign off sheet will be retained along with a copy of the contract by the University Solicitor Office. The approvals usually required include: • the Dean, Head of School or Head of Department with budgetary responsibility for the contract. • the Finance Director. • CREDO, when the contract involves University Intellectual Property. All contracts properly approved for release, will then be issued by the University Solicitor to the third parties (2 copies) who will sign and return them to the University. 2.5 Signing by Delegated Authorities Once returned to the University, the University Solicitor or Initiator will then arrange for the contract to be signed on behalf of the University by an authorised signatory (see Appendix 1). 2.6 Contract Registration and Retention The University Solicitor maintains a central register of all contracts that fall within the scope of this Policy. Once properly signed on behalf of the University, one original signed copy of the contract will be passed to the University Solicitor for registration and retention. Other copies are to be distributed as follows: • One original signed copy to the contracting third party; and • One copy to the relevant Faculty, School or Department. 5
  6. 6. 2.7 Amendments to Contracts Any amendments to contracts must be prepared and authorised in accordance with the procedures under this Policy. 2.8 Exceptional Circumstances In exceptional circumstances, the University’s best interests may be served by minor variations in the operation of these Procedures. Such variations must be authorised formally by an appropriate member of the Executive Group or the Director of Finance. 6
  7. 7. Appendix 1 –The Contracts Scheme of Delegation The following Officers are authorised as undernoted to contractually commit the University. For contracts of a value of less than £50,000, one signature is required. For contracts of a value greater than £50,000, two signatures are required, one of whom must be the Principal or the Director of Finance. Normally, one signatory will be the principal budget holder for the University entity responsible for the contract, except in the case of research contracts, each of which must be authorised by the Vice Principal, Research and Commercialisation. Name Title Department Professor Mike Pittilo Principal and Vice Principals Office Chancellor Shona Cormack Vice-Principal & Pro Student Experience Vice-Chancellor and External Relations Patricia Briggs Executive Director Planning & Resources Professor John Harper Senior Vice-Principal Academic & Deputy Vice- Development & Quality Chancellor Professor Peter Robertson Vice-Principal & Pro Research and Vice-Chancellor Commercialisation Professor Val Maehle Dean Faculty of Health and Social Care Professor Rita Marcella Dean Aberdeen Business School Professor John Watson Dean Faculty of Design and Technology David Briggs Executive Director Human Resources Andrew McCreath Executive Director Information Technology & Communication Mike Berry Director of Estates Estates and Property and Property Services Services Helen Mill Manager CREDO In exercising the authority delegated to them, Officers must act in accordance with the approved policies of The Robert Gordon University and in accordance with the University’s Procurement and Financial Regulations. 7
  8. 8. Appendix 2 – Flow Chart For the specific content of the procedure, reference should be made to the appropriate paragraph of the Policy as indicated. Determine potential contract requirement [Ref 1.2] USO = University Solicitor’s Office Check internal authorisations to proceed have been Management of obtained [Ref 2.3] 2.2] contract preparation by Contract Dept Yes [Ref 2.2] Is a written Notify USO receive Unique contract Identification Number required? Check due diligence [Ref 1.3] 1.2] requirements No Yes NO FURTHER ACTION Does suitable REQUIRED template contract exist? [Ref 2.2] No Management of Contract preparation by University Solicitor in consultation with Contract Dept [Ref 2.2] Complete approvals for release to Third Parties [Ref 2.4] Send final draft to External Signatories [Ref 2.4] Receive originals with external signatures and obtain Internal Signatures [Ref 2.5 & Appendix 1] Lodge signed originals with USO (unless other authorised arrangements are in place) and Third Party Signatories Send copies as required [Ref 2.6]

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