The University’s Financial Regulations (Purchases section 3.1(4)) require all contracts for the purchase of goods and/or services to incorporate one of the University's standard forms of contract. Where this is not possible (for example, as a result of having to agree supplier terms or due to the University’s standard terms being amended as a result of negotiation), departments may agree to alternative forms of contract provided any ‘high-risk terms’ have been referred to the Purchasing Department to ensure appropriate advice is obtained on the implications of the contractual terms, prior to making any commitment with a supplier.
All requests for Purchasing Department support should be sent to email@example.com, including a completed Procurement Initiation Form.
Departments should retain the advice provided by the Purchasing Department, with the audit trail related to the purchase. If a repeat requirement with a supplier occurs for the same or similar items departments may proceed with the purchase on the basis of the advice previously given by the Purchasing Department (provided that the list of ‘high-risk’ terms requiring referral has not been updated in the meantime).
Please refer to the guidance videos in the right-hand menu which explain the process.
High risk terms
The following non-standard terms should be referred to the Purchasing Department for advice. This list was last updated on 1 August 2023.
- Terms where the governing law is not English law and/or the jurisdiction is not with English courts.
- Terms which allow an unfettered right (i.e. without approval from the University) for the supplier to assign or novate the contract to a third party, or to a change of control.
- Terms containing an uncapped liability or indemnity for the University (or a cap above any financial limit where the relevant department/division could bear the loss).
- Contracts which involve processing sensitive personal data as defined by the Data Protection Act 2018 (Note: departments must follow the guidance established by Information Compliance in respect of any contracts involving the processing of any personal data).
- Contracts which involve the transfer or hosting of University personal data outside of the EU.
- Contracts where: (i) any resultant intellectual property is owned by the supplier; (ii) University intellectual property is being assigned or licensed to the supplier; or (iii) there is some form of commercial licensing of intellectual property.
- Contracts which may involve the transfer of personnel under the TUPE Regulations (either on entering the contract, or exiting it).
- Contracts which require broad undertakings to be given on behalf of the whole University, and not just the contracting department.
- Contracts where the terms would apply to future purchases made in the wider University (departments should only agree to contract terms which bind the University in relation to the goods or services being procured under a specific order or contract and on a non-exclusive basis).
- Contracts in which the supplier has the right to unilaterally amend some or all of the terms (i.e. without the University’s prior consent) unless: (a) the supplier is obliged to notify the University in advance of any such amendment; and (b) the University has the right to terminate the contract before the amendment comes into effect.
- Contracts which enable the supplier to make use of the University’s name or brand.