Sir Jonathan Michael / Beechlawn Consulting Limited

Summary

The request sought details on contracts and payments made to Sir Jonathan Michael and Beechlawn Consulting Limited for healthcare review services. The Cabinet Office disclosed a consultancy agreement dated June 2019 but indicated that not all requested information regarding payments was held.

Key Facts

• A consultancy agreement exists between the Cabinet Office and Beechlawn Consulting Limited.
• The agreement is for Independent Healthcare Review Services.
• Sir Jonathan Michael is identified as the 'Key Person' in the contract.
• The authority stated that some information was sent but not all was held.
• The contract defines the location of services as the Department of Health and Social Care or Cabinet Office in Douglas.

Data Disclosed

• 01 June 2019
• 5 April 2019
• 5 April 2020
• 5 April 2021
• 51 pages
• 6 documents
• 2%
• IM1 3PG
• GU7 2RA

Original Request

Please provide the following documents and / or information. A copy of the contact of engagement between Sir Jonathan Michael's company, Beechlawn Consulting Limited (a company incorporated in England and Wales) and the Cabinet Office or any Department of the Government of the Isle of Man. How much money has been paid to Sir Jonathan Michael's company, Beechlawn Consulting Limited in each of the following years: Up to year ending 5 April 2019, 5 April 2020, 5 April 2021. How much money has been paid to any other company in respect of services provided by Sir Jonathan Michael in each of the following years: Up to year ending 5 April 2019, 5 April 2020, 5 April 2021. How much money has been paid to Sir Jonathan Michael personally in each of the following years: Up to year ending 5 April 2019, 5 April 2020, 5 April 2021. How much money has been paid to any other consultants (natural or corporate) working with Sir Jonathan Michael up to the years ending 5 April 2019, 5 April 2020, 5 April 2021.

Data Tables (1)

Full Response Text

1 CONSULTANCY AGREEMENT FOR INDEPENDENT HEALTHCARE REVIEW SERVICES
DATED 01 JUNE 2019 PARTIES (1) Cabinet Office (a Department of the Isle of Man Government) of Government Offices, Bucks Road, Douglas, Isle of Man IM1 3PG (the "Department"); and (2) Beechlawn Consulting Limited a company incorporated in England having its registered office situate at Beechlawn, Hurtmore Road, Godalming,Surrey, GU7 2RA (the "Consultant"). RECITALS (A) The Department wishes to implement arrangements with the Consultant for
Services (the "Services"). (B) The Consultant is a consultant of Independent Healthcare Review Services. The Consultant has the skills background and expertise as a provider of the
Services. (C) The Department and the Consultant wish to enter into this Agreement to lay down the basis upon which the Consultant will provide the Services. 1. DEFINITIONS AND INTERPRETATION 1.1 Definitions The following expressions shall have the meanings set opposite them below and cognate expressions shall bear corresponding meanings: "Agreement" means this agreement and all schedules and appendices hereto; "Applicable Rate" means the base rate of interest quoted publicly from time to time by the Isle of Man Bank plus two per cent (2%) which for all purposes under this Agreement shall be evidenced by a certificate signed by a manager of such bank whose appointment or designation it shall not be necessary to prove; "Change Control Procedure" means the change control procedure set out in Schedule 1 of this Agreement; 2 "Charges" means the prices for the Services as set out in Schedule 3 to this Agreement; “ Chief Secretary” means the Chief Secretary of Cabinet Office;
"Commercially Sensitive Information" has the same meaning as is defined or described in the FOIA; "Confidential Information" means the Project Documents, all financial, commercial, technical, operational, organisational, staff, legal, management and other information, data and know-how relating, respectively, to the disclosing Party including details of the disclosing Party's products, assets, networks and data-networks, stakeholders, customers, suppliers and employees which may be supplied orally or in writing or in any other form by the disclosing Party and is subject to the provisions of Clause 15 (TRANSPARENCY) and Clause 16 (FREEDOM OF INFORMATION);
"Consultant Material"
means any data, content, software or other materials (but excluding any Third Party Material) which is created by or on behalf of the Consultant not for the purposes of fulfilling its obligations under this Agreement; "Deliverable" means any deliverable of the Services identified in the Specification; "Department Material" means any data, content, software or other materials including the interim and final written reports referred to in the Specification which are created by or on behalf of the Consultant specifically to fulfil the Consultant's obligations under this Agreement; "Department Retained Responsibilities" means the functions and responsibilities (if any) to be retained and provided by the Department and referred to in the Specification; "FOIA" means the Freedom of Information Act 2015; “ Head of Health and Care Transformation” means the Head of Health and Care Transformation refered to in the Specification; 3

   “ Health and Care Transformation Programme” 
                  means the Health and Care Transformation Programme referred to in the

Specification;
"Information" has the same meaning as is defined or described in the FOIA; "Intellectual Property Rights" means any rights subsisting in any patent, petty patent, trade mark, service mark, design right, registered or unregistered design including any applications for the foregoing, present and future copyrights, moral rights, databases, know-how and other trade secret rights, rights of confidence, trade or business names and other industrial or intellectual property rights subsisting anywhere in the world; “Key Person”

means Sir Jonathan Michael, "Location" means the offices of the Department of Health and Social Care (DHSC) or Cabinet Office at Douglas, Isle of Man or such other location as requested by the Department from time to time; "Parties" means the Department and the Consultant; "Project Documents" means this Agreement, the change management notes and any other documents that may be agreed between the Parties from time to time; "Requests for Information" means requests for Information received by the Department pursuant to the FOIA; "Service Levels" means any service levels referred to in the Specification; "Services" means the services, supply of goods, functions and responsibilities to be provided by the Consultant as set out in the Specification; 4 "Specification" means the Specification contained within Schedule 2 to this Agreement; "Standard Rate" means the Contractor's "standard rate(s)" set out in Schedule 3; "Supplier Documentation" has the meaning given to it in Clause 12 (SUPPLIER DOCUMENTATION AND TRAINING); "Term" has the meaning given to it in Clause 2 (COMMENCEMENT AND DURATION); "Third Party Material"
means any data, content, software or other materials in respect of which the Consultant does not own all the worldwide Intellectual Property Rights; "Working Days" has the same meaning as is defined or described in the FOIA. 1.2 Interpretation This Agreement shall be interpreted according to the following provisions, unless the context requires a different meaning: (a) The clause headings in this Agreement are for reference purposes only and shall not be used in the interpretation thereof. (b) Expressions which denote any reference to one gender shall include the other and any reference to the singular includes the plural and vice versa. (c) References to a "person" shall be construed as including references to an individual, firm, company, corporation, partnership, association, unincorporated body of persons, trust, a state or any governmental authority or any other entity whether acting in an individual, financing or other capacity and to such person's permitted successors. (d) References to a "business day" shall mean any day which is not a Saturday or a Sunday or any public holiday or bank holiday recognised in the Isle of Man. (e) References to Clause(s), Schedule(s) or Appendix/Appendices shall refer to Clauses, Schedules or the Appendices of and to this Agreement. 5 (f) All references to this Agreement shall include references to all Schedules and Appendices to this Agreement which Schedules and Appendices shall form an integral part of this Agreement. (g) An expression defined in this Agreement shall bear the same meaning in the Appendices. 2. COMMENCEMENT AND DURATION 2.1 Subject to Clause 23 (TERMINATION), this Agreement shall be effective from the 1 June 2019 and shall continue until the 1 December 2019 (the "Term"). 2.2 The Department shall have the option, at its sole discretion, to extend the Term by up to an additional twelve (12) months provided that the Department shall notify the Consultant in writing of its decision to exercise the said option informing the Consultant of the period of extension at least two (2) months prior to the expiry of the original period referred to in sub-Clause 2.1 above. 3. SERVICES Throughout the Term, the Consultant shall provide the Services at the Location in accordance with the terms of this Agreement. 4. SERVICE LEVELS The Consultant shall provide the Services in accordance with the Service Levels and all other appropriate qualitative and quantitative service levels of performance as defined in the Project Documents.
5. DEPARTMENT'S OBLIGATIONS In consideration for the provision by the Consultant of the Services, the Department shall pay the Consultant the Charges in accordance with the terms of this Agreement
6. PARTY REPRESENTATIVES 6.1 Throughout the Term, the Parties shall each nominate and maintain a representative, as the single point of contact between the Parties, to regulate and control the implementation and performance of the Project Services under this Agreement. Such a representative may be changed by the Party appointing him or her by giving written notice to the other Party. The representatives shall meet as regularly as may be agreed between the Parties. 6.2 Throughout the Term the Parties shall attend such meetings at such frequency and location as the Department shall reasonably require. 7. CHANGE CONTROL PROCEDURE From time to time during the Term, the Consultant or the Department may propose changes in or additions to the Services or other aspects of this Agreement. The Parties shall follow the Change Control Procedure in respect of all such changes unless otherwise agreed in writing between the Parties. 6 8. CHARGES

The Consultant agrees to charge the Department seven thousand five hundred pounds (£7,500), plus reasonable expenses (travel and accommodation) per month for the provision of the Services. The Consultant agrees that the charges include all costs (both in man hours and disbursements) in order to complete the work required to be undertaken on the part of the Consultant to provide the Services.
9. PAYMENT 9.1 Unless agreed otherwise, the Consultant shall submit an invoice to the Department after the last day of each month detailing the Services provided and the fees due in respect thereof and where it is registered for value added tax, each invoice shall show any value added tax separately. 9.2 The Department will pay the sums due, in accordance with the provisions of this Agreement. If at the conclusion of the term the deliverable as set out in Schedule 2 have not been completed the Consultant must make repayment to the Department within twenty eight (28) days of conclusion of the full term.
9.2 If at the conclusion of the Term the deliverables as set out in Schedule 2 have not been completed the Consultant must make repayment of the Charges to the Department within twenty eight (28) days of conclusion of the Term(which may include any extension under clause 2.2).
9.3 Where any aspect of the Services relate to the delivery of documentation, the Department shall be entitled to withhold payment of the same pending the delivery and acceptance of that documentation, acceptance of that documentation shall be deemed to have occurred unless the Department, acting reasonably, shall have notified the Consultant in writing within ten (10) days of delivery that the Department rejects such documentation. 9.4 The Consultant may claim interest on any amount overdue at the Applicable Rate from due date until date of payment, both days inclusive, which interest shall be equal to the Applicable Rate and calculated on a daily basis. 9.5 Notwithstanding the terms of this Clause 9 (PAYMENT), the Department shall not be penalised in any way (or be deemed to be in breach of any provisions of this Agreement) in respect of a delay by the Department in fulfilling a payment obligation under this Agreement where the Department has reasonable grounds for disputing the accuracy or validity of any Charges. Any dispute which cannot be resolved satisfactorily between the Parties shall be resolve in accordance with Clause 27 (DISPUTE RESOLUTION). 9.6 Notwithstanding the terms of this Clause 9 (PAYMENT), whenever any sum of money shall be due and payable by the Consultant to the Department, such sum may at the Department's discretion be deducted from or applied to reduce the amount of any sum then due, or which at any time afterwards may become due, to the Consultant from the Department under this Agreement. 7 10. TRADEMARKS AND TRADE NAMES 10.1 Other than where reasonably required in connection with the Services the Consultant may not, without the prior written consent of the Department, use the names, service marks, trademarks, logos or other corporate identifications of any Isle of Man Government Department, Statutory Board or other Isle of Man Government body. 10.2 The Department may not, without the prior written consent of the Consultant, use the names, service marks, trademarks, logos or other corporate identifications of the Consultant. 11. INTELLECTUAL PROPERTY RIGHTS 11.1 Except as expressly provided in this Clause 11 (INTELLECTUAL PROPERTY RIGHTS), Intellectual Property Rights shall remain the property of the Party devising, creating, first recording or owning the same and nothing in this Agreement shall be deemed to confer any assignment, right, title or licence of the Intellectual Property Rights of one Party to the other Party and nothing in this Agreement shall be deemed to restrict the rights of either Party to own, use, enjoy, licence, assign or transfer its own Intellectual Property Rights.

Department Material 11.2 In respect of all data, content, software or other material including the interim and final written reports referred to in the Specification (to include Supplier Documentation) devised, created and delivered by the Consultant to the Department pursuant to this Agreement, all the Intellectual Property Rights in the Department Material shall, as between the Consultant and the Department, be owned by and vest in the Department on their creation and the Consultant assigns to the Department with full title guarantee all present and future Intellectual Property Rights in the Department Material free from any lien, charge or encumbrance. The Consultant shall do all such things and sign all documents or instruments reasonably necessary in the opinion of the Department to enable the Department to obtain, defend and enforce its rights in the Department Material.

Consultant Material 11.3 In respect of all data, content, software or other material (to include Supplier Documentation) delivered by the Consultant to the Department pursuant to this Agreement but devised and created by the Consultant other than for the purposes of fulfilling its obligations under this Agreement, all the Intellectual Property Rights in the Consultant Material shall, as between the Consultant and the Department, be owned by and vest in the Consultant. 11.4 The Consultant hereby grants a non-exclusive, irrevocable, royalty free, sub-licensable, transferable, worldwide licence to the Department, all other Isle of Man Government Departments, Statutory Boards and other Isle of Man Government bodies to use, develop, adapt, modify and maintain the Consultant 8 Material for any purpose. The licence set out in this sub-Clause 11.4 shall subsist for the duration of the Intellectual Property Rights in the Consultant Material.

Third Party Material 11.5 If the Consultant wishes to use any T

[Response truncated — full text is 77,778 characters]