TPC 2005

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TPC2005
Amended 2008
TERM PARTNERING
ACA Standard Form of Contract for
TPC2005 (Amended 2008) is the first standard form Term Partnering Contract and has been developed
in response to considerable demand for a new approach to the procurement of term works and services. It
provides a foundation and route map for term partnering.
Term works and services offer the ideal opportunity for integrated team-working and measurable continuous
improvement, and TPC2005 provides a clear set of contractual provisions and processes that directly assist
and support achievement of these objectives.
TPC2005 is one of a number of tools recommended by Constructing Excellence and The Construction
Industry Council as a means of helping to implement collaborative working, although this recommendation
does not bind these bodies into any legal obligation created by parties who make use of the contract.
Feedback and comments from PPC2000/TPC2005 Steering Group members and others has led to clarifications
and amendments incorporated in October 2008.
For Partnering Teams wishing to appoint a Partnering Adviser to assist them in the implementation of
TPC2005, the details of accredited members of the Association of Partnering Advisers can be accessed on
www.partneringadvisers.co.uk
Other PPC2000 contracts and guidance include:

PPC2000 (Amended 2008) - ACA Standard Form of Contract for Project Partnering
SPC2000 (Amended 2008) - ACA Standard Form of Specialist Contract for Project Partnering
SSC2008 - ACA Standard Short Form of Specialist Contract for Project Partnering
PPC International - ACA Standard Form of Contract for Project Partnering
SPC International - ACA Standard Form of Specialist Contract for Project Partnering
Guide to the ACA Project Partnering Contracts PPC2000 and SPC2000
Introduction to Pricing under PPC2000 and PPC International
TPC2005 (Amended 2008) ACA Standard Form of Contract for Term Partnering
was drafted by
Dr. David Mosey and Andrew Vickery

of
Trowers & Hamlins LLP
Sceptre Court, 40 Tower Hill, London EC3N 4DX
T +44 (0)20 7423 8000
F +44 (0)20 7423 8001
Email dmosey@trowers.com or avickery@trowers.com
in association with and published by
The Association of Consultant Architects Ltd (ACA)

98 Hayes Road
Bromley, Kent BR2 9AB
T +44 (0)20 8325 1402
F +44 (0)20 8466 9079
Web Site: www.ACArchitects.co.uk
Email: ppc@ACArchitects.co.uk
ISBN: 978-1-901171-34-1
Copyright in all and every part of this publication rests with The Association of Consultant Architects Ltd and
Trowers & Hamlins LLP and all rights are reserved. Save by prior consent of The Association of Consultant
Architects Ltd and Trowers & Hamlins LLP, no part or parts of this publication may be reproduced in any form
or by any means electronic or mechanical, including photocopying, recording or any information storage or
retrieval system now known or to be devised.
Copyright © The Association of Consultant Architects Ltd and Trowers & Hamlins LLP 2005, 2008
TPC 2005 (Amended 2008)
ACA STANDARD FORM OF CONTRACT FOR TERM PARTNERING
TERM PARTNERING AGREEMENT
A PARTNERING CONTRACT is made [as a deed] the day of
IN RELATION TO
(the “Term Programme”)

at sites (each a “Site”) in
(the “Contract Area”) as each described in the Partnering Documents
BETWEEN the Client, the Client Representative, the Service Provider and any other Partnering Team members
WHO AGREE working in mutual cooperation to fulfil their agreed roles and responsibilities and apply their agreed
expertise in relation to the Term Programme, in accordance with and subject to the Partnering Documents, and that
subject to amendment in accordance with the Partnering Terms:-
Reference in
Partnering Terms
Clause 1.1 The roles, expertise and responsibilities of the Client and the Service Provider are further described
in the Term Brief and the Term Proposals and the Service Provider shall be paid in accordance with
the Partnering Terms and the Price Framework.
Clauses 1.1 The Partnering Team shall include the following Consultants and/or Specialists whose roles,
and 1.9
expertise and responsibilities are or shall be further described in the Term Brief and the Term
Proposals and their respective Consultant Services Schedules or Specialist Contracts and who
shall be paid in accordance with their respective Consultant Payment Terms or Specialist Payment
Terms:-
the Client Representative (as a Consultant):
[Insert details
of Client
Representative
and of
Consultants/
Specialists
intended
to execute
Joining
Agreements]
Clause 1.3 The Partnering Documents shall comprise:-

► this Term Partnering Agreement and the Partnering Terms;
► the Term Brief comprising ;
► the Consultant Services Schedule and Consultant Payment Terms for the Client Representative
and any other Consultant Partnering Team members;
► the Term Proposals comprising ;
TPC2005 (Amended 2008) © ACA and Trowers & Hamlins LLP 2008 i
Reference in
Partnering Terms
► the Price Framework comprising ;
► any Joining Agreement and any Consultant Services Schedule and Consultant Payment Terms or
Specialist Contract and Specialist Payment Terms incorporated in such Joining Agreement;
► any Orders;
[Delete if not ► the Risk Register comprising ;
applicable]
► the KPIs and Targets comprising
and any additional and amended Partnering Documents developed in accordance with the Partnering
Terms.
Clause 1.6 The Core Group shall comprise:-
appointed by the Client;
appointed by the Client Representative;
appointed by the Service Provider.
Clause 1.11 The Interested Parties and their involvement in the Term Programme shall comprise:-
[Delete if not
applicable]
Clause 2.1 Additional objectives of the Partnering Team members shall comprise:-
[Delete if not
applicable]
Clause 2.2 The following Partnering Team members shall implement the following Processes:-
[Delete if not
applicable]
Clause 3.1 The authority of the Client Representative shall be subject to the following restrictions:-
Clause 3.5 The Partnering Adviser shall be:-
Clause 4.1 The CDM Co-ordinator shall be:-

[Delete if not
applicable]
Clause 5.6
Tender procedures for appointment of Specialists shall be:-
[Delete if not
applicable]
ii TPC2005 (Amended 2008) © ACA and Trowers & Hamlins LLP 2008
Reference in
Partnering Terms
Clause 6.1 Implementation of the Term Programme shall be subject to satisfaction of the following pre-
[Delete if not conditions:-
applicable]
Clause 6.7 The Client may apply the following remedies for failure to undertake any Task or delay in any Task
Completion:-
Clause 6.8 The Defects Liability Period(s) shall be:-
The time limit(s) for rectification of defects shall be:-
Clause 6.9 The Partnering Team members’ access to and possession of the Sites shall be subject to the following
constraints, procedures and arrangements:-
Clause 6.10 The Partnering Team members’ responsbility for the security, state and condition of the Sites shall
be as follows:-
Clause 7.2 Clause 7.2 of the Partnering Terms applies/does not apply.
[Delete as
appropriate]
Clause 7.6 The rate of interest on late payment shall be:-
Clause 7.12 The Client is/is not a “contractor” for the purposes of the Finance Act.
[Delete as
appropriate]
[Delete as
appropriate]
Clause 8.4 The following risk sharing arrangements shall apply:-
[Delete if not
applicable]
Clause 8.5 The Service Provider shall be entitled to claim the following additional payments in respect of any
matter described in clause 8.4:-
Clause 9.1 The following amended/restricted duties of care shall apply:-

[Delete if not
applicable]
TPC2005 (Amended 2008) © ACA and Trowers & Hamlins LLP 2008 iii
Reference in
Partnering Terms
Clause 9.2 The following collateral warranties shall be provided:-
[Delete if not
applicable]
Clause 9.3 The following third party rights shall apply:-

[Delete if not
applicable]
The amounts of third party liability insurance of each Partnering Team member shall be:-
Clause 10.1
Third party liability insurance Partnering Team member

[State Client;
whether for
each and
every claim Client Representative;
or in the
aggregate] Service Provider.
Clause 10.2 The following Partnering Team members shall take out and maintain the following additional
[Delete if not insurances:-
applicable]
Clause 11.2 The contractual responsibilities of the Partnering Team members in respect of TUPE and pensions shall
[Delete if not
be as follows:-
applicable]
Clause 11.3 Materials, goods, equipment, premises and other assets made available by the Client for the purposes
[Delete if not
applicable]
of the Term Programme are described in the Term Brief and the responsibilities of the Partnering Team
members in respect of such assets shall be as follows:-
Clause 12.2
The following rights of assignment shall apply:-
Clause 13.1
Subject to clause 6.1 of the Partnering Terms, the Term shall commence on
[Delete as and shall continue for a period of from
appropriate]
extendable [at the Client’s option] / [by agreement of the Partnering Team members] by
further consecutive period(s) of
[each] subject in all cases to the remainder of clause 13 of the Partnering Terms.
iv TPC2005 (Amended 2008) © ACA and Trowers & Hamlins LLP 2008
Reference in
Partnering Terms
Clause 13.2 Clause 13.2 of the Partnering Terms applies and the Term shall be subject to review according to
[Delete if not
applicable]
the performance of the Partnering Team members at the following intervals and by the following
procedures:-
Clause 13.3 Clause 13.3 of the Partnering Terms applies and those Partnering Team members entitled to serve
[Delete if not
notice of termination, and the period(s) of such notice, shall be as follows:-
applicable]
[Delete as
appropriate]
Clause 14.1 Under the Problem-Solving Hierarchy each of the following individuals in the following sequence
shall have a period of ( ) Working Days to agree a solution with the
individuals stated alongside their respective names, failing which the notified difference or dispute
shall be referred to the next named individuals in the sequence (if any):-
Client Service Provider Client Representative

(1)
(2)
(3)
Clause 14.3 The Conciliator shall be:-

[Delete if not
applicable]
The Adjudicator shall be:-

Clause 14.4
[Delete if not
applicable]
The applicable law and the courts with jurisdiction shall be those of:-
Clause 14.5
The Special Terms are set out below and/or attached to this Term Partnering Agreement:-
Clause 15
[Delete if not
applicable]
TPC2005 (Amended 2008) © ACA and Trowers & Hamlins LLP 2008 v
of/whose registered office is at
and of fax number and e-mail address

(the “Client”)
SIGNED for and on behalf of the or EXECUTED AS A DEED by the

Client Client
by by affixing hereto its common seal

in the presence of
Name
Title or Acting by
In the presence of: Director
Director/
Secretary

(the “Service Provider”)

Service Provider Service Provider

in the presence of
Name
Title or Acting by
Director/
Secretary
vi TPC2005 (Amended 2008) © ACA and Trowers & Hamlins LLP 2008

(the “Client Representative”)

Client Representative Client Representative

in the presence of
Name
Title or Acting by
Director/
Secretary
[Executed by any other Partnering Team members]


(the

in the presence of
Name
Title or Acting by
Director/
Secretary
TPC2005 (Amended 2008) © ACA and Trowers & Hamlins LLP 2008 vii
viii
blank page
TPC2005 (Amended 2008) © ACA and Trowers & Hamlins LLP 2008
TPC2005
Amended 2008
ACA STANDARD FORM OF CONTRACT

FOR
TERM PARTNERING
PARTNERING TERMS
TPC2005 (Amended 2008) © ACA and Trowers & Hamlins LLP 2008 1
PARTNERING TERMS
CONTENTS
Page
1. PARTNERING TEAM, PARTNERING DOCUMENTS, COMMUNICATION AND

ORGANISATION ................................................................................................................................... 3
2. OBJECTIVES, PROCESSES, PARTNERING TIMETABLE, KPIs, TARGETS & INCENTIVES ..... 4
3. CLIENT REPRESENTATIVE AND PARTNERING ADVISER .......................................................... 5

4. HEALTH AND SAFETY AND SITE WELFARE ................................................................................. 6
5. SUPPLY CHAIN .................................................................................................................................... 6
6. IMPLEMENTATION OF TERM PROGRAMME, ORDERS AND TASKS ........................................ 7
7. PRICES AND PAYMENT ...................................................................................................................... 8
8. CHANGE AND RISK MANAGEMENT ............................................................................................ 10
9. DUTY OF CARE AND WARRANTIES.............................................................................................. 11
10. INSURANCES ..................................................................................................................................... 11
11. EMPLOYEES AND ASSETS .............................................................................................................. 11
12. GENERAL ............................................................................................................................................ 12
13. TERM AND TERMINATION .............................................................................................................. 12
14. PROBLEM SOLVING AND DISPUTE AVOIDANCE OR RESOLUTION ...................................... 13
15. SPECIAL TERMS ................................................................................................................................ 14
APPENDIX 1
Definitions ........................................................................................................................................ 15
APPENDIX 2
Form of Joining Agreement ............................................................................................................ 19
APPENDIX 3
PART 1 – KPIs and Targets ............................................................................................................. 22
PART 2 – Incentives ........................................................................................................................ 22
APPENDIX 4
From of Partnering Timetable ......................................................................................................... 23
APPENDIX 5
Form of Risk Register ...................................................................................................................... 25
APPENDIX 6
Form of Order .................................................................................................................................. 27
APPENDIX 7
PART 1 – Conciliation .................................................................................................................... 28
PART 2 – Adjudication .................................................................................................................... 28
2 TPC2005 (Amended 2008) © ACA and Trowers & Hamlins LLP 2008
1. PARTNERING TEAM, PARTNERING DOCUMENTS, COMMUNICATION AND
ORGANISATION
Roles and 1.1 The Partnering Team members shall work together and individually in the spirit of trust,
responsibilities fairness and mutual co-operation for the benefit of the Term Programme, within the scope
of their agreed roles, expertise and responsibilities as stated in the Partnering Documents,
and all their respective obligations under the Partnering Contract shall be construed within
the scope of such roles, expertise and responsibilities, and in all matters governed by the
Partnering Contract they shall act reasonably and without delay.
Definitions 1.2 All words and expressions used in the Partnering Documents shall have the meanings
stated in the Definitions set out in Appendix 1 or (if not in conflict with the Definitions) the
meanings stated elsewhere in the Partnering Documents.
Partnering 1.3 The Partnering Documents are described in the Term Partnering Agreement and any
Documents Partnering Document created or amended in accordance with these Partnering Terms shall
be binding on all Partnering Team members except that no Partnering Document shall
create or amend the role, expertise, responsibilities or other obligations of any Partnering
Team member who does not sign it.
Responsibility for 1.4 Each Partnering Team member who prepares or contributes to any one or more Partnering
Partnering
Documents shall be responsible for the consequences of any error or omission in, or any
Documents
discrepancy between, such Partnering Documents or its contributions to them, except to
the extent of its reliance (if stated in such Partnering Documents) on any contribution or
information provided by any one or more other Partnering Team members.
Priority of 1.5 All Partnering Documents shall be treated as complementary and it shall be the duty of
Partnering all Partnering Team members to warn each other of any error, omission or discrepancy
Documents
of which they become aware and, within the scope of their agreed roles, expertise and
responsibilities, to put forward proposals for Client approval to resolve such error, omission
or discrepancy fairly and constructively without adversely affecting the agreed cost or
time for completion or quality of the Term Programme or any Task. In the event that any
error, omission or discrepancy cannot be so resolved, then the priority between Partnering
Documents shall be as set out in the Term Partnering Agreement in descending order except
where all Partnering Team members agree otherwise.
Core Group 1.6 The Partnering Team members shall establish a Core Group to review and stimulate the
implementation of the Term Programme, comprising the individuals named in the Term
Partnering Agreement subject to changes agreed by the Partnering Team members. Each
Partnering Team member shall ensure that any of its employees who are Core Group
members shall attend Core Group meetings and fulfil the agreed functions of a Core Group
member in accordance with the Partnering Documents.
Core Group 1.7 A meeting of the Core Group members shall be convened by the Client Representative
meetings and at the request of any Core Group member and otherwise as required by the Partnering
decisions
Documents at not less than five (5) Working Days notice (unless all Core Group members
agree a shorter period) to all Core Group members stating its agenda. Each such meeting
shall be chaired by an individual to be agreed at that meeting and shall deal only with the
matters listed in its agenda (unless all Core Group members agree otherwise). Decisions of
the Core Group shall be by Consensus of all Core Group members present at that meeting
and the Partnering Team members shall comply with any decision of the Core Group made
within the scope of its agreed functions.
Early Warning 1.8 Each Partnering Team member shall notify the others as soon as it is aware of any matter
adversely affecting or threatening the Term Programme or its own performance under the
Partnering Contract, and shall submit (within the scope of its agreed role, expertise and
responsibilities) proposals for avoiding or remedying such matter. The Client Representative
shall convene a Core Group meeting within five (5) Working Days from the date of any
such notification to agree an appropriate course of action unless all Core Group members
agree such course of action without a meeting.
Additional 1.9 Where the Partnering Team members agree that another party offers sufficient contribution
Partnering Team
to the Term Programme to become a Partnering Team member, then such party and the
members
Partnering Team members shall execute a Joining Agreement based on the form set out in
Appendix 2 stating the Joining Party’s agreed role, expertise and responsibilities and the
Joining Party shall assume all the rights and obligations of a Partnering Team member as a
party to the Partnering Contract from the date of such Joining Agreement.
Communications 1.10 Except as otherwise agreed in writing, all communications between Partnering Team
members shall be in writing by receipted hand delivery or recorded delivery post or fax or
(if the Partnering Team members have signed an appropriate procedural agreement) e-mail,
in each case effective from the date of delivery to the address of the relevant Partnering
Team member set out in the Term Partnering Agreement or a Joining Agreement or to
such other address as a Partnering Team member shall notify to the other Partnering Team
members.
Interested 1.11 Subject to clause 9.3, the Partnering Team members shall establish involvement in the Term
Parties
Programme by the Interested Parties as each stated in the Term Partnering Agreement.
2. OBJECTIVES, PROCESSES, PARTNERING TIMETABLE, KPIs, TARGETS

AND INCENTIVES
Objectives 2.1 The Partnering Team members shall establish, develop and implement their partnering
relationships, within their agreed roles, expertise and responsibilities and in accordance
with the Partnering Documents, with the objectives of achieving for the benefit of the Term
Programme and for the mutual benefit of Partnering Team members:-
(i) trust, fairness, mutual co-operation, dedication to agreed common goals and
an understanding of each other’s expectations and values;
(ii) satisfaction of the agreed pre-conditions to implementation of the Term
Programme referred to in clause 6.1;
(iii) implementation of Tasks within the agreed time and price and to the agreed
quality pursuant to Orders issued in accordance with clause 6;
(iv) innovation, improved efficiency, cost-effectiveness, lean production, improved
Sustainability and other measurable continuous improvements by means of
the Processes referred to in clause 2.2 and by reference to the agreed KPIs and
Targets referred to in clause 2.5;
(v) commitment to people including staff and Users;
(vi) any additional objectives stated in the Term Partnering Agreement.
Processes 2.2 The Partnering Team members shall implement the Value Management, Value Engineering
and other Processes described in the Term Partnering Agreement and any additional or
amended Processes recommended by the Core Group and agreed by the Partnering Team
members.
Partnering 2.3 The Partnering Team members shall undertake the Processes and the other activities set out
Timetable
against their respective names in the Partnering Timetable regularly and diligently in the
stages and within the periods and/or deadlines stated in the Partnering Timetable.
Cost savings and 2.4 The Core Group shall investigate the potential for cost savings and added value in the
added value
implementation of the Term Programme and each Task and shall recommend additional or
amended Processes for Client approval.
KPIs and Targets 2.5 The success of the partnering relationships and the performance of the Partnering Team
members shall be kept under regular review by the Core Group by reference to the
KPIs and Targets set out in Appendix 3 Part 1 and any additional or amended KPIs and
Targets recommended by the Core Group and agreed by the Partnering Team members.
The Partnering Team members shall use reasonable skill and care, within the scope of
their agreed roles, expertise and responsibilities and in accordance with the Partnering
Documents, to achieve their agreed Targets.
Incentives 2.6 The Partnering Team members shall implement the Incentives set out in Appendix 3 Part 2
and any additional or amended Incentives recommended by the Core Group and approved
by the Client.
Exchange of 2.7 The Partnering Team members shall keep records of their activities in relation to the Term
information Programme as required by the Partnering Documents and, subject to clause 12.3, shall
permit inspection of such records by other Partnering Team members and shall exchange
information transparently and co-operatively.
3. CLIENT REPRESENTATIVE AND PARTNERING ADVISER
Client 3.1 The Client Representative shall be authorised to represent the Client in all matters relating
Representative
functions to the Term Programme, subject to any restrictions stated in the Term Partnering Agreement,
and shall:-
(i) fulfil its functions as described in these Partnering Terms, exercising any
discretion fairly and constructively, and facilitate and monitor implementation
of the Term Programme and each Task in accordance with the Partnering
Documents;
(ii) call, organise and minute meetings of the Core Group members in accordance
with clause 1.7;
(iii) facilitate and monitor the Processes and organise partnering workshops and
other activities of the Partnering Team members in accordance with the
Partnering Timetable.
Instructions to 3.2 The Client Representative may issue such instructions to the Service Provider as are
Service Provider
consistent with the Partnering Documents, including Orders in accordance with clause 6.
Objection to 3.3 If an instruction issued by the Client Representative is contrary to any Partnering Document
instructions
or otherwise demonstrably not in the best interests of the Term Programme, the Service
Provider shall notify an objection to the Client within five (5) Working Days from the date
of such instruction and, if agreement cannot be reached on such objection, then within
five (5) Working Days from confirmation of such instruction by the Client Representative
the Service Provider may implement the procedures described in clause 8 or clause 14 if
appropriate.
Compliance with 3.4 Subject to clause 3.3, the Service Provider shall promptly carry out an instruction of the
instructions
Client Representative. If the Service Provider shall not carry out such instruction within five
(5) Working Days from the date of a notice from the Client under this clause 3.4 repeating
the instruction, then the Client may pay another party to carry out such instruction and the
Service Provider shall permit such other party to do so and any consequent cost additional
to the relevant Task Price(s) shall be borne by the Service Provider by payment to the
Client or deduction from payments otherwise due pursuant to clause 7.
Partnering 3.5 The Partnering Adviser shall provide fair and constructive advice and support to Partnering
Adviser Team members as to the preparation of the Partnering Documents, the implementation of the
Processes, the development of the partnering relationships, the operation of the Partnering
Contract and the avoidance or resolution of any problems or disputes, subject in each case
to prior agreement of the Partnering Adviser’s costs and duty of care.
Replacement of 3.6 The Partnering Adviser may be replaced at any time by a decision of the Core Group.
Partnering Adviser
4. HEALTH AND SAFETY AND SITE WELFARE
CDM 4.1 If any Task(s) are within the scope of the CDM Regulations, then in respect of such Task(s)
Regulations
the Service Provider shall act as “principal contractor” and a CDM Co-ordinator shall be
appointed as stated in the Term Partnering Agreement and all Partnering Team members
shall carry out their duties and obligations under the CDM Regulations.
Health and 4.2 The Partnering Team members shall implement the health and safety and Site welfare
safety
measures described in the Partnering Documents.
5. SUPPLY CHAIN
Specialist 5.1 Any proposed Specialist appointments shall be subject to the Client’s prior approval
relationships
and the Service Provider shall seek to establish relationships with all Specialists that are
complementary to the relationships between the Partnering Team members, that secure
the best available warranties and support, that maximise the potential for innovation and
other contributions to the Term Programme and that demonstrate best value to the Client
compliant with the Partnering Documents.
Responsibility 5.2 The Service Provider shall be responsible for all aspects of the performance by each
for Specialists
Specialist of its responsibilities in relation to the Term Programme.
Replacement of
5.3 The Service Provider shall not terminate any Specialist Contract without prior Consultation
Specialists
with the Client and, if any Specialist Contract is terminated, the Service Provider shall
replace that Specialist with a comparable alternative subject to the Client’s prior approval
after Core Group Consultation.
Instructions to 5.4 Only the Service Provider shall have authority to issue instructions to any Specialist.
Specialists
Business Cases 5.5 Subject to clause 5.6, each proposed Direct Labour Package or appointment of a Preferred
Specialist shall be subject to the Client’s prior approval according to a Business Case
prepared by the Service Provider.
Specialist 5.6 If the Client after Core Group Consultation does not approve a Business Case as demonstrating
tenders best value compliant with the Partnering Documents, or if the Partnering Team members
agree that a tender is appropriate in respect of any element of the Price Framework or
otherwise for any proposed Specialist appointment, a tender shall be conducted by the
Service Provider to select a Specialist in accordance with the procedures described in the
Term Partnering Agreement. The Client Representative shall be sent copies of all tender
documents and shall be invited to attend all meetings with tenderers and the Service Provider
shall present the tender results and recommendations for prior Client approval.
Volume Supply 5.7 Each Partnering Team member shall notify the others of any Volume Supply Agreement
Agreements
of which it is aware that could be of benefit to the Term Programme and, if so agreed
by the Client and the Service Provider, the Service Provider shall enter into a Specialist
Contract adopting the prices and terms of such Volume Supply Agreement and shall assume
responsibility for the relevant Specialist, and the Price Framework shall be adjusted as
appropriate.
6. IMPLEMENTATION OF TERM PROGRAMME, ORDERS AND TASKS
Pre-conditions 6.1 Implementation of the Term Programme shall be subject to satisfaction of the pre-conditions
stated in the Term Partnering Agreement and no Orders shall be issued until such pre-
conditions have been satisfied.
Orders 6.2 Each Order shall be issued to the Service Provider by the Client Representative based on
the form set out in Appendix 6 and shall state in respect of any one or more Tasks:-
(i) the nature of the activities to be undertaken to complete each Task;
(ii) each Task Date/Time for Completion or the agreed method of calculating each
Task Date/Time for Completion;
(iii) each Task Price or the agreed method of calculating each Task Price.
Completion of 6.3 Subject to clause 3.3, the Service Provider shall confirm receipt of each Order and shall
Tasks
undertake and complete each Task in accordance with each Order and the other Partnering
Documents, in consideration for which the Client shall pay to the Service Provider the
relevant Task Price calculated in accordance with the Price Framework subject only to such
increases and decreases as are in accordance with these Partnering Terms.
Risk and 6.4 Subject to clause 6.10, the risk of loss or damage to all and any materials, goods and
ownership
equipment intended for (or for use in connection with) any Task, whether on or off Site,
shall remain with the Service Provider until Task Completion, and ownership of all
materials, goods and equipment intended for any Task shall pass to the Client when they are
incorporated into a Site or when the Service Provider receives payment for them pursuant
to clause 7 (whichever shall be the earlier).
Indemnity 6.5 Throughout the implementation of each Task, the Service Provider shall be liable for,
and shall indemnify the Client against, any liability, damage, loss, expense, cost, claim or
proceedings in respect of personal injury to or death of any person and in respect of loss
of or damage to any property arising out of or in connection with the implementation of
each Task, whether on or off Site, provided that the Service Provider’s liability in respect
of loss of or damage to any such property shall arise only insofar as this is due to any
negligence, omission or default of the Service Provider or any Specialist, and provided
also that the Service Provider’s liability to indemnify the Client under this clause 6.4 shall
reduce proportionately to the extent that the negligence, omission or default of the Client
or any Consultant has contributed to the relevant injury, death, loss or damage.
Quality and 6.6 The Service Provider shall implement each Task supplying and using materials, goods and
standards
equipment of types and standards that are compliant with the Partnering Documents and
otherwise appropriate to the Term Programme, and shall apply the Quality Management
System set out in the Term Brief.
Failure or delay in 6.7 If the Service Provider fails to undertake any Task or delays Task Completion of any Task
Task Completion
beyond the relevant Task Date/Time for Completion, the Client’s remedies shall be as stated
in the Term Partnering Agreement.
Rectification of 6.8 Following Task Completion the Service Provider shall attend the Site of a Task whenever
defects
notified by the Client of any defects in that Task which may appear within the Defects
Liability Period(s) stated in the Term Partnering Agreement and which are due to materials,
goods, equipment or workmanship not in accordance with the Partnering Documents. Such
defects shall be rectified by the Service Provider at no cost to the Client within the period(s)
for rectification stated in the Term Partnering Agreement unless the Client Representative
shall otherwise instruct.
Access and 6.9 The Partnering Team members’ access to and possession of the Sites shall be subject to the
possession
constraints, procedures and arrangements stated in the Term Partnering Agreement.
Responsibility 6.10 The Partnering Team members’ responsibility for the security, state and condition of the
for Sites
Sites shall be as stated in the Term Partnering Agreement and the Term Brief.
Value/number 6.11 The Partnering Team members acknowledge that, except to the extent stated in the Term
of Orders
Brief, there is no guaranteed minimum value or number of Orders.
7. PRICES AND PAYMENT
Price Framework 7.1 Task Prices shall be calculated in accordance with the Price Framework and amounts due
and Consultant
to Consultants shall be calculated in accordance with the relevant Consultant Payment
Payment Terms
Terms, subject in each case to adjustment in accordance with the Partnering Documents
and addition of VAT (if applicable).
Open-book 7.2 If stated in the Term Partnering Agreement that this clause 7.2 applies, the Service Provider’s
agreed Profit, Central Office Overheads and Site Overheads shall be identified in the Price
Framework and Task Prices shall be calculated on an Open-book basis in accordance with
the Price Framework.
Payment 7.3 Subject to any other payment arrangements set out in the Price Framework and the
applications
Consultant Payment Terms, applications for payment of amounts due shall be submitted to
the Client by the Service Provider and each Consultant at the end of each calendar month
accompanied by the details stated in the Price Framework.
Valuation of 7.4 Subject to any revised period stated in the Price Framework, within five (5) Working Days
payments to
from receipt of each application for payment made by the Service Provider in accordance
Service Provider
with clause 7.3, the Client Representative shall issue to the Service Provider a valuation
specifying the proposed payment, calculated in accordance with the Price Framework to
establish the value of the works and/or services provided by the Service Provider less the
total of all amounts previously paid under the Partnering Contract and adjusted to reflect
any Incentives, and each such valuation shall be notice pursuant to Section 110(2) of the
HGCRA and its date shall be the due date for payment.
Notice of 7.5 Subject to any revised period stated in the relevant Consultant Payment Terms, within
payments to
fifteen (15) Working Days from receipt of each application for payment made by a
Consultants
Consultant in accordance with clause 7.3, the Client shall issue to the relevant Consultant
a notice specifying the proposed payment, calculated in accordance with the Consultant
Payment Terms to establish the value of the services provided by that Consultant less the
total of all amounts previously paid under the Partnering Contract and adjusted to reflect
any Incentives, and each such notice shall be notice pursuant to Section 110(2) of the
HGCRA and its date shall be the due date for payment.
Payments to 7.6 Subject to any revised periods stated in the Price Framework, the Client shall pay to the
Service Provider
and Consultants
Service Provider and each Consultant the respective amounts due to each of them pursuant
to clauses 7.4 and 7.5 within fifteen (15) Working Days from the due date for payment or
within ten (10) Working Days from the date of receipt by the Client of any required VAT
invoice in the same amount, whichever shall be the later, and the later of such dates shall
be the final date for payment. Any delay in a due payment beyond such final date for
payment shall entitle the payee to be paid interest at the rate stated in the Term Partnering
Agreement, and the Service Provider and the Consultants confirm that such interest is a
substantial remedy for late payment in compliance with Section 9 of the Late Payment
Act.
Withholding or 7.7 Not later than two (2) Working Days before the final date for payment of any amount
deduction
due, the Client may give notice to the payee pursuant to Section 111(1) of the HGCRA,
specifying any amount proposed to be withheld or deducted from the amount otherwise
due together with the ground or grounds for such withholding or deduction and the amount
attributable to each such ground.
Adjustment of 7.8 No valuation or notice or VAT invoice or payment shall:-

valuations and
notices (i) prevent its later reconsideration and adjustment; or
(ii) constitute or imply or be evidence of approval or acceptance of any part of any
Task.
Fluctuation 7.9 Amounts payable under the Partnering Contract shall be subject only to such fluctuation
provisions, if any, as are stated in the Price Framework and Consultant Payment Terms.
Payments to 7.10 The Service Provider shall pay to all Specialists the amounts to which they are entitled
Specialists
in accordance with their respective Specialist Payment Terms (with provision for interest
equivalent to clause 7.6) and shall maintain full records of all amounts payable and paid to
each Specialist.
Inspection of 7.11 Each Parnering Team member shall allow the Client Representative to visit its offices and
financial records
to inspect its financial records in relation to the Term Programme at any time subject to
reasonable notice.
Statutory 7.12 Where the Client is a “contractor” for the purpose of the Finance Act, then not later than
deduction fifteen (15) Working Days prior to the Service Provider’s first application for payment, and
at any other time upon request, the Service Provider shall either provide the Client with
evidence that the Service Provider is entitled to be paid without the statutory deduction
referred to in the Finance Act or inform the Client that it is not entitled to be paid without
such statutory deduction (and in the latter case the Service Provider shall immediately
inform the Client if it subsequently becomes entitled to be paid without such statutory
deduction) and the Client shall be entitled to receive from the Service Provider evidence
supporting the Service Provider’s stated entitlement to be paid without such statutory
deduction.
Final Account 7.13 Within forty (40) Working Days following the end of the Term, the Client Representative
shall prepare and issue to the Client and the Service Provider a Final Account, which when
agreed by them shall be conclusive evidence as to the balance due between them and, upon
such agreement, the Client Representative shall issue a Final Account valuation. The Client
shall pay in accordance with clause 7.6 the amount stated in the Final Account valuation,
and clause 7.8(i) shall not apply to such valuation. If agreement is not reached within forty
(40) Working Days from the date of issue of the Final Account, either the Client or the
Service Provider may implement the procedures described in clause 14 if appropriate.
Suspension of 7.14 If the Client fails to make any payment due in accordance with this clause 7 by the stated
performance
final date for payment, and if such failure shall continue for seven (7) days after the Service
Provider or a Consultant has given the Client written notice of its intention to suspend
performance and the grounds for such intended suspension, then the Service Provider or
such Consultant may suspend performance of its obligations under the Partnering Contract
until payment is received in full.
8. CHANGE AND RISK MANAGEMENT
Risk Management 8.1 The Partnering Team members recognise the risks involved in the Term Programme
and shall undertake Risk Management together and individually in accordance with the
Partnering Documents in order to analyse and manage such risks in the most effective
ways.
Risk Register 8.2 If stated in the Term Partnering Agreement that this clause 8.2 applies, the Partnering Team
members shall undertake the Risk Management actions described in the Risk Register within
the periods and/or deadlines stated in such Risk Register and the Partnering Timetable.
Change 8.3 A Change may be proposed by any Partnering Team member for approval by the Client
if it is of demonstrable benefit to the Term Programme. Implementation of any Change
so approved, or of any Change proposed by the Client, shall be subject to prior agreement
between the Client and the Service Provider of its effects on cost and time unless the Client
Representative instructs the Service Provider to implement such Change in advance of
such agreement. If the Client Representative instructs the Service Provider to implement
a Change in advance of agreement of its cost and time effects, the Client Representative
shall ascertain such effects on a fair and reasonable basis, utilising wherever possible
relevant periods of time agreed for completion of comparable Tasks and relevant amounts
in the Price Framework, and shall notify the Client and the Service Provider accordingly
within twenty (20) Working Days from the date of the instruction to implement the relevant
Change. If the Client or the Service Provider disputes any such Client Representative’s
notice, it shall notify such dispute under clause 14.1 within twenty (20) Working Days
from the date of the Client Representative’s notice and, in the absence of such notification
of dispute or pending its resolution, the Service Provider shall be entitled to any adjustment
of time and/or cost stated in the Client Representative’s notice. The time and cost effects of
any Change when agreed or established in accordance with this clause 8.3 shall be binding
on the Partnering Team members.
Extension of 8.4 Where any matter arises which is beyond the reasonable control of the Service Provider
time and and any Specialists and where despite the Service Provider’s best endeavours such matter
additional
payment adversely affects the agreed time to complete any Task(s) and/or the agreed cost of any
Task(s), then the Service Provider shall immediately notify the Client Representative
with all available evidence and (subject to clause 8.5) cost information in respect of such
matter and detailed proposals for minimising its effects and (subject to any risk sharing
arrangements set out in the Term Partnering Agreement) shall be entitled to such fair and
reasonable extension of the agreed time to complete the relevant Task(s) and/or (subject
to clause 8.5) such fair and reasonable adjustment to the agreed Task Price(s) as the Client
Representative shall determine and shall notify the Client and the Service Provider within
twenty (20) Working Days from the date of the notification to the Client Representative. If
the Client or the Service Provider disputes any such time and/or cost adjustment, it shall
notify such dispute under clause 14.1 within twenty (20) Working Days from the date of
the Client Representative’s notice and, in the absence of such notification of dispute or
pending its resolution, the Service Provider shall be entitled to any extension of time and/or
any cost adjustment stated in the Client Representative’s notice.
Limits of 8.5 The Service Provider shall be entitled to claim in respect of any matter described in clause
additional
payment
8.4 only such additional amounts as are described in the Term Partnering Agreement
and not any additional Profit or Central Office Overheads, where identified in the Price
Framework, or any loss of profit on other works or services or any other additional payment
of any kind.
Consultants’ 8.6 The entitlement of any Consultant, arising from a Change established in accordance
entitlements
with clause 8.3 or an entitlement of the Service Provider to extension of time and/or cost
adjustment in accordance with clause 8.4, shall be established in accordance with the
relevant Consultant Payment Terms and shall not arise otherwise.
9. DUTY OF CARE AND WARRANTIES
Skill and care 9.1 In all their activities relating to the implementation of the Term Programme and each Task
and all incidental activities governed by the Partnering Documents, the Partnering Team
members shall use reasonable skill and care appropriate to their respective roles, expertise
and responsibilities as stated in the Partnering Documents, and shall owe each other such
duty of care in respect of all their agreed obligations under the Partnering Contract, subject
to any amendments and restrictions stated in the Term Partnering Agreement.
Collateral 9.2 If stated in the Term Partnering Agreement, a Partnering Team member shall provide or
warranties
obtain for the benefit of each of the parties stated against its name collateral warranties in
the specified forms annexed to the Term Partnering Agreement if and when so requested by
the Client.
Third party rights 9.3 Except as otherwise stated in the Term Partnering Agreement, and notwithstanding any
other provision of the Partnering Terms, and without prejudice to any collateral warranty
entered into pursuant to clause 9.2, nothing in the Partnering Contract confers or purports
to confer any benefit or right to enforce any of its terms on any person who is not a party to
it.
10. INSURANCES
Third party 10.1 Third party liability insurance shall be taken out by each Partnering Team member for
insurance
the amount stated against its name in the Term Partnering Agreement or any Joining
Agreement.
Additional 10.2 Insurance of the activities comprising each Task shall be taken out by the Service Provider
insurances
and additional insurances shall be taken out by Partnering Team members as stated in the
Term Partnering Agreement or any Joining Agreement.
Insurance terms 10.3 All insurances referred to in clauses 10.1 and 10.2 shall be with such insurers, for such risks,
with such exclusions and deductibles, and on such other terms as shall be approved by the
Client in advance, none of which shall be altered without the Partnering Team members’
prior consent, and all such insurances shall be maintained until the end of the Term (unless
otherwise stated in the Term Partnering Agreement or any Joining Agreement) and no
Partnering Team member shall do anything to breach or invalidate any such insurances.
Insurance details 10.4 Each Partnering Team member shall produce to the others evidence of its agreed insurances
by way of copy policies or detailed certification.
11. EMPLOYEES AND ASSETS
Employees 11.1 Each Partnering Team member shall employ for the purposes of the Term Programme
individuals with the necessary skills, qualifications and experience and shall be liable to the
other Partnering Team members for any loss, damage, injury or death caused by the default
or negligence of any such individual when on Site or otherwise under its control.
TUPE
11.2 The contractual responsibilities of the Partnering Team members in respect of TUPE and
pensions shall be as stated in the Term Partnering Agreement.
Client assets 11.3 In respect of any materials, goods, equipment, premises and other assets identified in the
Term Partnering Agreement and any other assets made available by the Client for the
purposes of the Term Programme, the responsibilities of the Partnering Team members
shall be as stated in the Term Partnering Agreement.
12. GENERAL
Exclusion of 12.1 Nothing in the Partnering Documents shall create, or be construed as creating, a partnership
partnership
between any of the Partnering Team members. No Partnering Team member shall conduct
itself in such a way as to create an impression that such a partnership exists.
Assignment and 12.2 No Partnering Team member shall assign or sub-contract any of its rights or obligations
sub-contracting
under any of the Partnering Documents without the prior consent of all other Partnering
Team members, except as stated in the Term Partnering Agreement or in accordance with
clause 5.
Confidentiality 12.3 The Partnering Team members shall not reveal to any third party (except as expressly agreed
or as obliged by law) any information exchanged between them, if and to the extent that it
is stated or known by them to be confidential, and shall use such information only for the
purposes of the Term Programme.
13. TERM AND TERMINATION
Term 13.1 The duration of the Term shall be as stated in the Term Partnering Agreement subject to this
clause 13.
Review of Term 13.2 If stated in the Term Partnering Agreement that this clause 13.2 applies, the Term shall be
subject to review according to the performance of the Partnering Team members at the
intervals and by the procedures stated in the Term Partnering Agreement.
Termination by 13.3 If stated in the Term Partnering Agreement that this clause 13.3 applies, the Client may
notice
terminate the appointment of all other Partnering Team members, and any other Partnering
Team member stated in the Term Partnering Agreement may terminate its own appointment,
at any time during the Term or as otherwise stated by the period(s) of notice to all other
Partnering Team members stated in the Term Partnering Agreement.
Termination on 13.4 The appointment by the Client under the Partnering Contract of all other Partnering Team
expiry
members shall terminate on expiry of the Term save only as regards any Tasks uncompleted
on that date.
Bankruptcy or 13.5 If any Partnering Team member:

insolvency
(a) being an individual is the subject of a bankruptcy order, or has a bankruptcy
petition filed against him or her; or enters into an individual voluntary
arrangement, a deed of arrangement or any other composition or arrangement
with his or her creditors in satisfaction of his or her debts; or has any distress,
execution or other process levied or applied for in respect of the whole or any
part of any of his or her property or assets; or
(b) being a body corporate has an order made for its winding up or a petition is
presented or a meeting is convened for the purpose of considering a resolution
for its winding up or any such resolution is passed (except for any members’
voluntary winding up for the purposes of amalgamation or reconstruction on
terms previously approved in writing by all the other Partnering Team members);
or has a receiver (including an administrative receiver) or manager appointed
in respect of the whole or any part of its property, assets or undertaking; or has
an administrator appointed (whether by the court or otherwise) or any step is
taken (whether in or out of court) for the appointment of an administrator or
any notice given of an intention to appoint an administrator; or has any distress,
execution or other process is levied or applied for in respect of the whole
or any part of its property, assets or undertaking; or has any composition in
satisfaction of its debts or scheme of arrangement of its affairs or compromise
or arrangement between it and its creditors and/or members or any class of its
creditors and/or members proposed, sanctioned or approved; or

(c) any event analogous to any of the above occurs in any jurisdiction outside
England and Wales;
then, in any such case, the appointment of that Partnering Team member under the Partnering
Contract shall automatically terminate with immediate effect or, if that Partnering Team
member is the Client, then the appointment of all other Partnering Team members shall
automatically terminate with immediate effect.
Partnering Team 13.6 In the event that any Partnering Team member shall breach the Partnering Contract so as to
member breach have a demonstrable adverse effect on the implementation of the Term Programme or any
Task and shall not remedy such breach within ten (10) Working Days from the date of notice
from another Partnering Team member specifying the breach then, after notifying the Core
Group and allowing a period of ten (10) Working Days from the date of such notification to
receive and consider their recommendations, the notifying Partnering Team member (if it
is not the Client) may terminate its own appointment under the Partnering Contract or (if it
is the Client) may terminate the appointment of the Partnering Team member in breach, in
each case by notice with immediate effect.
Prevention of 13.7 If stated in the Term Partnering Agreement that this clause 13.7 applies, the Client shall be
corruption entitled to terminate the appointment of any other Partnering Team member by notice with
immediate effect if that Partnering Team member gives any payment or other reward the
receipt of which is an offence under Section 117(2) of the Local Government Act.
Payment 13.8 In the event of termination in accordance with clauses 13.2, 13.3 or 13.4 or by reason of
following
Client bankruptcy or insolvency under clause 13.5 or by any Partnering Team member of its
termination
own appointment in accordance with clause 13.6, the relevant Partnering Team member(s)
shall be entitled to payment in accordance with clause 7 of the total amount(s) properly due
up to the date of termination.
Consequences 13.9 In the event of termination of any other Partnering Team member’s appointment by reason
of termination of its bankruptcy or insolvency under clause 13.5 or by the Client in accordance with clauses
for bankruptcy,
insolvency or 13.6 or 13.7, the Client shall not be bound to make any further payment to that Partnering
default Team member and may complete all Tasks using others in place of that Partnering Team
member.
Accrued rights 13.10 Termination of the appointment of any Partnering Team member shall not affect the mutual
and obligations
rights and obligations of the Partnering Team members accrued at the date of termination.
14. PROBLEM SOLVING AND DISPUTE AVOIDANCE OR RESOLUTION
Notice and 14.1 As soon as it is aware of any difference or dispute, a Partnering Team member shall give
Problem-Solving
notice to the others and the Partnering Team members involved in a difference or dispute
Hierarchy
shall apply the Problem-Solving Hierarchy set out in the Term Partnering Agreement and
any Joining Agreement in seeking to achieve an agreed solution to the notified difference
or dispute.
Core Group 14.2 Where application of the Problem-Solving Hierarchy does not achieve a solution acceptable
review to all Partnering Team members involved in a difference or dispute, then the Client
Representative shall convene a Core Group meeting at no more than ten (10) Working
Days notice, notifying all available information and inviting all involved Partnering Team
members and the Partnering Adviser, who shall attend and make constructive proposals in
seeking to achieve an agreed solution.
Conciliation, 14.3 If any difference or dispute is not resolved in accordance with clauses 14.1 and 14.2 and
mediation or other provided that no Partnering Team member has by reason of that difference or dispute
alternative dispute
resolution exercised a right of termination under clause 13, then the Partnering Team members
involved in a difference or dispute may refer it to conciliation in accordance with the
procedure referred to in Appendix 7 Part 1 or to mediation or any other form of alternative
dispute resolution recommended by the Partnering Adviser.
Adjudication 14.4 The procedures under clauses 14.1, 14.2 and 14.3 are without prejudice to the rights of any
Partnering Team member involved in a difference or dispute to refer it to adjudication, and
any such reference shall be in accordance with the procedure referred to in Appendix 7
- Part 2.
Law and 14.5 The Partnering Contract shall be governed by the laws of the country stated in the Term
jurisdiction
Partnering Agreement and shall be subject to the non-exclusive jurisdiction of the courts of
that country and the Partnering Team members shall comply with all laws and regulations
currently in force in that country and with the terms of all statutory and other legally
binding requirements relating to the Term Programme.
15. SPECIAL TERMS
Special Terms 15.1 Any agreed terms amending or supplementing these Partnering Terms shall be identified as
special terms by reference to this clause 15 and shall be set out in or attached to the Term
Partnering Agreement.
TPC2005 (Amended 2008)
APPENDIX 1
DEFINITIONS
In the Partnering Documents, the following words and expressions shall have the following meanings, whether used in
the singular or the plural and whatever their gender:-
Business Case – a business case proposed by the Service Provider pursuant to clause 5.5 of the Partnering Terms,
comprising prices and proposals seeking to justify Client approval of a Direct Labour Package or a Preferred Specialist
without a tender;
CDM Co-ordinator – any party named in the Term Partnering Agreement to fulfil the role of “CDM Co-ordinator” as
defined in the CDM Regulations, subject only to replacement in accordance with the Partnering Terms;
CDM Regulations – the Construction (Design and Management) Regulations 2007 and any re-enactments and
amendments;
Central Office Overheads – agreed central office overheads as distinct from Site Overheads and Profit;
Change – a change in all or any part of the Term Programme by way of addition, omission or variation of any kind;
Client – the party named in the Term Partnering Agreement to fulfil the role of Client as described in the Partnering
Documents;
Client Representative – the party named in the Term Partnering Agreement to fulfil the role of Client Representative as
described in the Partnering Documents, subject only to replacement in accordance with the Partnering Terms;
Consensus – unanimous agreement following reasoned discussion;
Consultant – any party, including the Client Representative but not the Service Provider, providing to the Client
services in relation to the Term Programme;
Consultant Payment Terms – a document forming part of the Partnering Contract describing the amounts payable by
the Client to a Consultant and the terms of payment;
Consultant Services Schedule – a document forming part of the Partnering Contract describing the role, expertise and
responsibilities of a Consultant;
Consultation – such consultation as shall be reasonable without delaying any Task and without delaying any necessary
action of any Partnering Team member for the benefit of the Term Programme;
Contract Area – the area covered by the Term Programme and including the Sites;
Core Group – the individuals identified in the Term Partnering Agreement as Core Group members, subject only in
each case to changes in accordance with the Partnering Terms and so that references shall apply to each and all Core
Group members;
Defects Liability Period – the period following Task Completion during which the Service Provider shall have
responsibility for rectification of defects in accordance with clause 6.8 of the Partnering Terms;
Definitions – the definitions set out in this Appendix 1;
Direct Labour Package – any part of the Term Programme undertaken by the Service Provider using its own direct
labour;
Early Warning – early warning in accordance with the system described in clause 1.8 of the Partnering Terms;
Final Account – the account produced by the Client Representative for agreement pursuant to clause 7.13 of the Partnering
Terms, showing the final balance due between the Client and the Service Provider;
Finance Act – the Finance Act 2004 which governs the Construction Industry Scheme 2007 and any re-enactments,
amendments and relevant regulations;
HGCRA – the Housing Grants Construction and Regeneration Act 1996 and any re-enactments, amendments and
relevant regulations;
Incentives – the incentives for improved performance by Partnering Team members set out in Appendix 3 Part 2 or
otherwise recommended by the Core Group and approved by the Client in accordance with clause 2.6 of the Partnering
Terms, including without limitation any agreed shared savings, shared added value, pain/gain shares, links between
payment and achievement of KPI Targets, and performance-related benefits for employees;
Interested Parties – any one or more organisations or groups of individuals, as referred to in clause 1.11 of the Partnering
Terms, who are not Partnering Team members and who have an interest relating to the Term Programme;
Joining Agreement – an agreement entered into pursuant to clause 1.9 of the Partnering Terms, based on the form set
out in Appendix 2;
Joining Party – a party who enters into a Joining Agreement with the other Partnering Team members;
KPIs – the key performance indicators set out in Appendix 3 Part 1 or otherwise agreed by the Partnering Team members
for measurement of their performance in relation to the Term Programme in accordance with clause 2.5 of the Partnering
Terms;
Late Payment Act – the Late Payment of Commercial Debts (Interest) Act 1998 and any re-enactments, amendments
and relevant regulations;
Local Government Act – the Local Government Act 1972 and any re-enactments, amendments and relevant
regulations;
Open-book – involving the declaration of all price components including Profit, Central Office Overheads, Site
Overheads and the costs of materials, goods, equipment, work and services, with all and any relevant books of account,
correspondence, agreements, orders, invoices, receipts and other relevant documents available for inspection;
Order – an order based on the form set out in Appendix 6 instructing the Service Provider to undertake any one or more
Tasks;
Partnering Adviser – any partnering adviser named in the Term Partnering Agreement, subject only to replacement in
accordance with the Partnering Terms;
Partnering Contract – the partnering contract created by and between the Partnering Team members;
Partnering Documents – the documents governing implementation of the Term Programme and each Task and the
partnering relationships between the Partnering Team members, as described in the Term Partnering Agreement;
Partnering Team – the Partnering Team members who execute the Term Partnering Agreement or any Joining Agreement,
subject only in each case to replacement in accordance with the Partnering Terms, and so that references shall apply to
each and all Partnering Team members;
Partnering Terms – the partnering terms, including appendices, as annexed to the Term Partnering Agreement;
Partnering Timetable – the timetable set out in or based on the form set out in Appendix 4 governing the stated activities
of the Partnering Team members in relation to the Term Programme;
Preferred Specialist – a Specialist proposed by the Service Provider in a Business Case;
Price Framework – the price framework for the Term Programme, stating the method of calculating and adjusting Task
Prices and terms of payment;
Problem-Solving Hierarchy – the arrangements for any difference or dispute to be referred to increasingly senior
individuals as set out in the Term Partnering Agreement and referred to in clause 14.1 of the Partnering Terms;
Processes – any processes, mechanisms, procedures or protocols stated in the Term Partnering Agreement or otherwise
agreed by the Partnering Team members which facilitate more efficient ordering, implementation and pricing of Tasks
including without limitation Value Engineering, Value Management, training and employment initiatives and the
improvement of information technology and other communications between Partnering Team members and Users;
Profit – agreed gain from the Term Programme as distinct from Central Office Overheads and Site Overheads;
Quality Management System – the quality management system for the Term Programme referred to in clause 6.6 of
the Partnering Terms and set out in the Term Brief;
Risk Management – a structured approach to ensure that risks are identified at the inception of the Term Programme,
that their potential impacts are allowed for and that where possible such risks or their impacts are minimised;
Risk Register – any risk register set out in or based on the form set out in Appendix 5 and agreed between the
Partnering Team members, describing recognised risks and the agreed Risk Management actions of the Partnering
Team members;
Service Provider – the party named in the Term Partnering Agreement to fulfil the role of Service Provider as described
in the Partnering Documents, subject only to replacement in accordance with the Partnering Terms;
Site – each site at which any Task is to be undertaken;
Site Overheads – agreed Site-specific overheads as distinct from Central Office Overheads and Profit;
Special Terms – any terms agreed to amend or supplement the Partnering Terms pursuant to clause 15 of the Partnering
Terms, as set out in or attached to the Term Partnering Agreement;
Specialist – any party providing to the Service Provider works or services or supplies of goods, materials or equipment
in relation to the Term Programme;
Specialist Contract – a document (other than the Partnering Documents) governing the appointment of a Specialist;
Specialist Payment Terms – a document forming part of a Specialist Contract describing the amounts payable by the
Service Provider to a Specialist and the terms of payment;
Sustainability - measures intended to achieve reduced carbon emissions, reduced use of energy and of natural and
manmade resources, improved waste management, improved employment and training opportunities, and any other
measures intended to protect or improve the condition of the environment or the wellbeing of people;
Targets – the KPI targets set out in Appendix 3 Part 1 or otherwise agreed by the Partnering Team members;
Task – the works and/or services to be undertaken pursuant to an Order issued in accordance with the Partnering
Documents;
Task Completion – completion of a Task in accordance with the Partnering Documents;
Task Date/Time for Completion – the agreed date and/or time by which a Task is to achieve Task Completion,
calculated in accordance with the Partnering Documents;
Task Price – the agreed amount or amounts payable by the Client to the Service Provider for the performance of a Task,
calculated in accordance with the Partnering Documents;
Term – the period during which Orders may be issued pursuant to the Partnering Documents;
Term Brief – the brief provided by the Client in relation to the Term Programme;
Term Partnering Agreement – the term partnering agreement executed by the original Partnering Team members;
Term Programme – the works and/or services governed by the Partnering Contract, as described in the Partnering
Documents;
Term Proposals – the proposals for achieving the Term Brief, as submitted by the Service Provider and approved by
the Client;
TUPE – the Transfer of Undertakings (Protection of Employment) Regulations 2006 and any re-enactments and
amendments;
User – any person or party using any Site;
Value Engineering – a structured system for the review of the Term Programme and Tasks to identify options and scope
for improvement, including reduced costs, improved implementation and improved functionality;
Value Management – a flexible but structured management approach aimed at achieving a solution that meets the
Client’s needs while achieving best value;
VAT – Value Added Tax at the current applicable rate;
Volume Supply Agreement – an agreement under which materials, goods or equipment are offered on preferential terms
as to price, warranty, availability of parts, maintenance or otherwise;
Working Day – Monday to Friday inclusive but not including any public holiday.
APPENDIX 2
FORM OF JOINING AGREEMENT

(See clause 1.9 of Partnering Terms)
THIS JOINING AGREEMENT is made [as a deed] the day of
in relation to (the “Term Programme”)
at Sites in (the “Contract Area”)

BETWEEN the Joining Party named below and the other parties named below to a partnering contract dated
relating to the Term Programme (the “Partnering Contract”)
WHO AGREE that words and expressions in this Joining Agreement shall have the same meanings as in the Partnering Contract
and that with effect from the date [of this Joining Agreement] [the Joining Party first performed any work in relation to the Term
Programme] the Joining Party shall assume all the rights and obligations of a Partnering Team member [entitled to nominate a Core
Group member] and shall become a party to the Partnering Contract, for all purposes in the role of
as further described in the documents annexed to this Joining Agreement comprising
and that the Joining Party’s amounts of third party liability insurance and any other agreed insurances [and Core Group member]
and Problem-Solving Hierarchy individuals shall be as follows:-
Clause 1.6 Core Group member

[Delete if not
applicable]
Clauses Third party liability Additional insurances
10.1 and
10.2
Clause Problem-Solving Hierarchy:
14.1
(1) (2) (3)
of/ whose registered office is at

(the “Client”)
SIGNED by or for and on behalf of the or EXECUTED AS A DEED by the

Client by Client by affixing hereto its
common seal in the presence of
Name
Title
In the presence of: or Acting by

Director
Director/
Secretary

(the “Service Provider”)
SIGNED by or for and on behalf of the or EXECUTED AS A DEED by the Service

Service Provider by Provider by affixing hereto its common seal
in the presence of
Name
Title or Acting by
Director/
Secretary

(the “Joining Party”)
SIGNED by or for and on behalf of the or EXECUTED AS A DEED by the Joining Party
Joining Party by affixing hereto its common seal
by in the presence of
Name
Title or Acting by
Director/
Secretary
[Executed by all other Partnering Team members]
APPENDIX 3
PART 1 - KPIs AND TARGETS

(see clause 2.5 of Partnering Terms)
The KPIs and Targets shall comprise:-
KPI Target
PART 2 - INCENTIVES
The Incentives shall comprise:-

APPENDIX 4
FORM OF PARTNERING TIMETABLE
Description of Activity/ Clause of Partnering Team member(s) Period/Deadline for Activity Additional Comments
Requirement Partnering responsible for Activity
Terms (if
relevant)
Guidance note: The Partnering Timetable should state clearly the nature, sequence and duration of the agreed activities of each Partnering Team member and should
identify any requirements (whether from Partnering Team members or third parties) that are preconditions to any subsequent activities, in each case throughout the period for
satisfaction of preconditions to implementation of the Term Programme (clause 6.1) and throughout the Term (clause 13).
Activities identified in the Partnering Timetable should include without limitation agreed preconditions to implementation of the Term Programme (clause 6.1), Value Management,
Value Engineering and other Processes (clause 2.2), Business Case submissions (clause 5.5), Specialist tenders (clause 5.6), Risk Management actions (clauses 8.1 and 8.2 and
any Risk Register), reviews of performance against KPIs and Targets (clause 2.5) and reviews of the Term (clause 13.2), plus scheduled Core Group meetings (clause 1.7) and
23
other activities to be organised by the Client Representative (clause 3.1)
24
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APPENDIX 5
FORM OF RISK REGISTER
Risk Likelihood of Risk Impact of Risk on Term Partnering Team Risk Management Action Action Period/Deadline
Programme member(s) responsible
for Risk Management
Guidance note: The Risk Register should state clearly the nature of each risk, its likelihood and impact on the Term Programme (including any anticipated financial impact
and proposed risk allowance), the Partnering Team member(s) responsible for Risk Management actions, the agreed Risk Management actions (including actions to reduce
the likelihood of each risk and to reduce its financial and other impact) and the agreed periods/deadlines for completing such actions.
Risk Management actions and periods/deadlines should be integrated with the Partnering Timetable.
25
26
Blank page
APPENDIX 6
FORM OF ORDER
In accordance with and subject to the terms of a partnering contract dated (the “Partnering
Contract”) made between the Client and the Service Provider named below and others in relation to:-
(the “Term Programme”)

1. Words and expressions used in this Order shall have the same meanings as in the Partnering Contract.
2. The Service Provider shall commence, undertake and complete the following Task(s) comprising all or part
of the Term Programme at the following Site(s) and by the following Task Date(s)/Time(s) for Completion in
accordance with the Partnering Documents:
3. In consideration of performance of the stated Task(s), the Client shall pay the Service Provider the following
Task Price(s) in accordance with the Partnering Documents:
Signed by Receipt confirmed by
for and on behalf of the for and on behalf of the

Client Representative Service Provider
Dated: Dated:
APPENDIX 7
PART 1
CONCILIATION
1. The term the “Conciliator” shall mean the individual named in or pursuant to the Term Partnering
Agreement or (if no individual is so named) an individual to be agreed between the Partnering Team
members seeking conciliation, or failing agreement within ten (10) Working Days after one has
given the other(s) a written request to concur in the appointment of a Conciliator, an individual to be
appointed on the request of any of them by the President or Vice-President for the time being of The
Association of Consultant Architects Limited (“ACA”).
2. If, at any time before reference of a difference or dispute to adjudication or litigation in accordance
with the Partnering Terms (or to arbitration if provided for in the Special Terms), the Partnering
Team members in dispute agree to conciliation in respect of that difference or dispute, they shall
apply jointly to the Conciliator who shall conduct the conciliation in accordance with the edition of
the ACA Conciliation Procedure current at the date of the application.
3. Any written agreement signed by the Partnering Team members in dispute, which records the terms
of any settlement reached during the conciliation, shall be final and binding upon them and they shall
give effect to such settlement in accordance with its terms. If any of them fails to do so, then the
other(s) shall be entitled to take legal proceedings to secure such compliance.
PART 2
ADJUDICATION
1. The term the “Adjudicator” shall mean the individual named in or pursuant to the Term Partnering
Agreement or (if no individual is so named) such individual as shall be appointed from time to time
in accordance with the edition of the Model Adjudication Procedure published by the Construction
Industry Council current at the date of the relevant notice of adjudication (the “Model Adjudication
Procedure”).
2. Any Partnering Team member has the right to refer a difference or dispute for adjudication by giving
notice at any time of its intention to do so. The notice shall be given and the adjudication shall be
conducted under the Model Adjudication Procedure.
3. For the purposes of the Model Adjudication Procedure, the term “dispute” shall have the same
meaning as “difference or dispute” in the Partnering Terms.
4. The Adjudicator shall be required to give reasons for his or her decision, and clause 24 of the Model
Adjudication Procedure shall be treated as amended accordingly.
5. Without prejudice to their rights under the Partnering Contract, the Partnering Team members
in dispute shall comply with any decision of the Adjudicator. If any of them fails to do so, then
the other(s) shall be entitled to take legal proceedings to secure such compliance pending final
determination of the difference or dispute, and the term “summary enforcement” in clause 31 of the
Model Adjudication Procedure shall be read accordingly.

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Licensed copy from CIS: currie, CURRIE & BROWN UK LTD, 30/10/2018, Uncontrolled Copy.

A single copy of this document is licensed to

This is an uncontrolled copy. Ensure use of the

and amendments incorporated in October 2008.

Other PPC2000 contracts and guidance include:

Dr. David Mosey and Andrew Vickery

in association with and published by

The Association of Consultant Architects Ltd (ACA)

ACA STANDARD FORM OF CONTRACT FOR TERM PARTNERING

TERM PARTNERING AGREEMENT

A PARTNERING CONTRACT is made [as a deed] the day of

(the “Term Programme”)

at sites (each a “Site”) in

(the “Contract Area”) as each described in the Partnering Documents

the Client Representative (as a Consultant):

Clause 1.3 The Partnering Documents shall comprise:-

Clause 1.6 The Core Group shall comprise:-

appointed by the Client;

appointed by the Client Representative;

appointed by the Service Provider.

Clause 3.5 The Partnering Adviser shall be:-

Clause 4.1 The CDM Co-ordinator shall be:-

Clause 6.8 The Defects Liability Period(s) shall be:-

The time limit(s) for rectiﬁcation of defects shall be:-

Clause 9.1 The following amended/restricted duties of care shall apply:-

Clause 9.3 The following third party rights shall apply:-

Third party liability insurance Partnering Team member

Client Service Provider Client Representative

Clause 14.3 The Conciliator shall be:-

The Adjudicator shall be:-

and of fax number and e-mail address

SIGNED for and on behalf of the or EXECUTED AS A DEED by the

by by afﬁxing hereto its common seal

In the presence of: Director

of/whose registered ofﬁce is at

and of fax number and e-mail address

SIGNED for and on behalf of the or EXECUTED AS A DEED by the

by by afﬁxing hereto its common seal

In the presence of: Director

and of fax number and e-mail address

SIGNED for and on behalf of the or EXECUTED AS A DEED by the

by by afﬁxing hereto its common seal

In the presence of: Director

[Executed by any other Partnering Team members]

and of fax number and e-mail address

SIGNED for and on behalf of the or EXECUTED AS A DEED by the

by by afﬁxing hereto its common seal

In the presence of: Director

ACA STANDARD FORM OF CONTRACT

1. PARTNERING TEAM, PARTNERING DOCUMENTS, COMMUNICATION AND

3. CLIENT REPRESENTATIVE AND PARTNERING ADVISER .......................................................... 5

2. OBJECTIVES, PROCESSES, PARTNERING TIMETABLE, KPIs, TARGETS

3. CLIENT REPRESENTATIVE AND PARTNERING ADVISER

4. HEALTH AND SAFETY AND SITE WELFARE

6. IMPLEMENTATION OF TERM PROGRAMME, ORDERS AND TASKS

conditions have been satisﬁed.

7. PRICES AND PAYMENT

Adjustment of 7.8 No valuation or notice or VAT invoice or payment shall:-

8. CHANGE AND RISK MANAGEMENT

9. DUTY OF CARE AND WARRANTIES

11. EMPLOYEES AND ASSETS

13. TERM AND TERMINATION

Bankruptcy or 13.5 If any Partnering Team member:

creditors and/or members proposed, sanctioned or approved; or