KPMG Contract

Summary

A request was made for the contract appointing KPMG as a strategic partner to assist the Isle of Man Treasury in delivering a future economy. The authority released the Framework Agreement dated 2021, though the outcome indicates some information was withheld under exemptions.

Key Facts

• The contract is a Framework Agreement between the Treasury and KPMG LLC.
• The agreement aims to support the Isle of Man's economic growth for the next ten years.
• The Invitation to Tender was issued on 26 October 2020.
• KPMG submitted their tender response on 23 November 2020.
• Specific service details are to be agreed via Purchase Orders appended to the Framework Agreement.

Data Disclosed

• 2021
• 26th October 2020
• 23rd November 2020
• 11th December 2020
• ten (10) years
• two percent (2%)
• fifty percent (50%)
• Data Protection Act 2002

Exemptions Cited

• Commercially Sensitive Information
• Confidential Information

Original Request

I ask for a copy of the contract appointing KPMG as a "strategic partner" as described online here: https://www.businessisleofman.com/news/kpmg-appointed-strategic-partner/

Data Tables (3)

Full Response Text

1

FRAMEWORK AGREEMENT FOR A STRATEGIC PARTNER TO ASSIST IN DELIVERING A FUTURE ECONOMY
DATED 2021 PARTIES (1) TREASURY (a Department of the Isle of Man Government) whose address is Central Government Offices, Bucks Road, Douglas, Isle of Man (the "Department"); and (2) KPMG LLC (a Isle of Man limited liability company) whose registered office is situated at Heritage Court, 39-41 Athol Street, Douglas, Isle of Man IM1 1LA (the "Contractor"). RECITALS (A) The Department wishes to implement arrangements with the Contractor for them to provide and deliver an economic framework to support the Isle of Man’s economic growth for the next ten (10) years (more particularly defined below as the "Services") from time to time during the Term as may be required. (B) The Contractor is a supplier and provider of the Services. (C) The Department issues the Invitation to Tender (“ITT”) to the Contractor on the 26th October 2020 describing its requirements for the Services and the Contractor duly responded to the Department with a duly completed form of tender, methodology and schedule of prices on 23rd November 2020 and responded to further clarification questions raised by the Department on the 11th December 2020 (the Tender Response”) (D) The Department and the Contractor wish to enter into this Framework Agreement to lay down the basis upon which the Contractor will provide the Services. The details of the Services will be agreed between the Parties from time to time during the Term and will be contained in a Purchase Order appended to this Framework Agreement. 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: "Applicable Rate" means the base rate of interest quoted publicly from time to time by the Isle of Man Bank plus two percent (2%) which for all purposes under this 2 Framework 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 the Schedule to this Framework Agreement; "Charges" means the prices, based on the Pricing Schedule payable by the Department to the Contractor in accordance with the terms of this Framework Agreement and the relevant Purchase Order (if any) for the receipt by the Department of the Services; "Commercially Sensitive Information" has the same meaning as is defined or described in the FOIA; "Confidential Information" means the Contract Documents (except for this Framework Agreement), 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); "Contract Documents" means this Framework Agreement, the ITT and the Tender Response, the Purchase Orders, the Data Processing Agreement (if any), the change management notes and any other documents that may be agreed between the Parties from time to time; "Contractor Affiliate" means: (i) the Contractor and any entity which, from time to time, is the Contractor's ultimate holding company or a subsidiary of such ultimate holding company; and/or (ii) any entity over which, from time to time, any of the entities defined in sub-paragraph (i) of this definition either directly or indirectly exercises management control, even though it may own less than fifty percent (50%) of the shares and is prevented by law from owning a greater shareholding; 3 “Contractor Material” means any data, report, content, software or other materials (but excluding any Third Party Material) which is created by or on behalf of the Contractor not for purposes of fulfilling its obligations under this Agreement; "Control" means the power (directly or indirectly) whether by holding of securities, voting control, contract or otherwise, to appoint or remove a majority of the directors of a company and includes the power to appoint or remove a majority of the directors of a company if exercisable through any number of intermediate bodies corporate prior to its possible exercise over the company in question; “Data Processing Agreement” means the data processing agreement entitled “Data Processing Agreement” entering into between the Department and the Contractor on or around the date hereof; “Data Protection Legislation” means the Data Protection Act 2002 and any regulations made thereunder and any successor legislation relating to data protection including the GDPR and the LED as it applies to the Isle of Man including but not limited to any legislation as applies to the parties as the controller or processor of data (as defined within the Data Protection Legislation) according to such legislation from time to time during the term of this Agreement; "Deliverable" means the deliverables identified in the Purchase Order; “Department Material” means any data, reports, content, software or other materials which are created by or on behalf of the Contractor specifically to fulfil the Contractor’s obligations under this Framework Agreement
"Department Retained Responsibilities" means the functions and responsibilities (if any) to be retained and provided by the Department which are described in this Framework Agreement and/or the relevant Purchase Order; “Engagement Team” means the personnel of the Contractor who are delivering the Services details of which shall be provided to the Department; 4

    "Framework Agreement"

means this Framework Agreement and all/any schedules and appendices hereto; "FOIA" means the Freedom of Information Act 2015; “GDPR” means the General Data Protection Regulation, namely Regulation (EU 2016/679) of the European Parliament and of the Council of 27th April 2016 on protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing directive 95/46/EC; "Information" has the same meaning as is defined or described in the FOIA; “Intellectual Property Rights” means any right 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 and other industrial or intellectual property rights subsisting anywhere in the world;
“ITT” has the meaning given in Recital (C) above; “LED” means the European Enforcement Directive, namely (EU 2016/680) of the European Parliament and of the Council of the 27th April 2016 on the protection of natural persons with regard to the processing of personal data by competence authorities for the purposes of the prevention, investigation, detection or prosecution of criminal offences or the execution of criminal penalties, and the free movement of such data, and repealing Council Framework Decision 2008/977/JHA; "Location" means the office of the Department at Central Government Offices, Douglas or any other location on the Isle of Man advised to the Contractor in writing at which the Contractor shall provide the Services as specified in the relevant Purchase Order; 5 "Parties" means the Department and the Contractor and "Party" means either one of them as appropriate; “Phases” means the phases referred to in the Specification or a Purchase Order;
"Pricing Schedule" means the completed schedule of pricing as set out in Enclosure 1 of this Agreement or in the Tender Response; "Purchase Order" means a standard Isle of Man Government purchase order in the form set out in Schedule 2, setting out, amongst other things, the form and specification of the Services (including specific Phases), the Charges and the Deliverables relating to a Services which has been duly signed and dated on behalf of each Party; “Report”
means the final written report to be provided by the Contractor to the Department as required in the Specification;
“Requests for Information" means requests for Information received by the Department pursuant to the FOIA; "Consumer Price Index" means the Isle of Man Consumer Price Index ; "Services" means the services, functions and responsibilities to be provided by the Contractor as set out in Specification and the respective Purchase Order (if any); “Specification” means the provisions of the Specification at Schedule 3 to this Agreement "Standard Rate" means the Contractor's standard rate(s) set out in the Pricing Schedule; "Tender Response" has the meaning given to it in Recital (C) above; 6 "Term" has the meaning given to it in Clause 2 (COMMENCEMENT AND DURATION); "Third Party Material" means any software, data, content or other materials in respect of which the Contractor does not own all the worldwide Intellectual Property Rights; “Timetable”
means the timetable (if any) to provide the services set out in the Specification or a Purchase Order; "Working Days" has the same meaning as is defined or described in the FOIA. 1.2. Interpretation This Framework Agreement shall be interpreted according to the following provisions, unless the context requires a different meaning: (a) The clause headings in this Framework 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 Framework Agreement. (f) All references to this Framework Agreement shall include references to all schedules and appendices to this Framework Agreement which schedules and appendices shall form an integral part of this Framework Agreement. (g) An expression defined in this Framework Agreement shall bear the same meaning in the appendices. 7 2. COMMENCEMENT AND DURATION 2.1. Subject to Clause 24 (TERMINATION), this Framework Agreement shall be effective from the 14th day of April 2021 until the 30th day of April 2022 (the "Term"). 2.2. The Department shall have the option, at its sole discretion, to extend the Term by an additional twelve (12) months subject to the agreement of the Contractor provided that the Department shall notify the Contractor in writing of its decision to exercise the said option, informing the Contractor of the period of the extension at least three (3) months prior to the expiry of the original Term referred to in sub-clause 2.1. If the Contractor agrees to the extension it will confirm to the Department in writing within fourteen (14) days of receipt of the request to extend the Term.

1. SERVICES 3.1. This Framework Agreement together with any accepted Purchase Order will form the contract between the Department and the Contractor in connection with the Services to be provided and delivered. 3.2. Each Purchase Order shall be subject to written acceptance by the Contractor pursuant to sub-Clause 3.4 and/or 3.5. No contract shall come into being until the Contractor has given such written acceptance to the Department or if earlier has commenced performance of the applicable Purchase Order. 3.3. A contract shall be formed between the Contractor and the Department when a Purchase Order is issued to the Contractor by the Department. 3.4. The Contractor will accept unconditionally all Purchase Orders received by it from the Department once the terms of each Purchase Order have been agreed between the Parties both acting reasonably. 3.5. No minimum quantity Services is guaranteed to the Contractor. 3.6. When agreeing the terms of a Purchase Order the Contractor will not be permitted to agree to any variations to the terms of the Framework Agreement other than in relation to service levels. Any variations to service levels agreed between the Contractor and the Department will be evidenced in writing signed by both parties. 3.7. This Framework Agreement is not intended to be exclusive. 3.8. The Contractor shall not, and shall procure that no Contractor Affiliate shall, enter or attempt or purport to enter any arrangement or provide Services or Deliverables capable of being ordered under this Framework Agreement to the Department or any department or statutory board of the Isle of Man Government.
   8
2. TIMETABLE The Parties shall use its reasonable endeavours to ensure that the Services are delivered in accordance with the Timetable.
3. SERVICE LEVELS The Contract Documents define the qualitative and quantitative service levels of delivery of the Services. The Contractor shall provide the Services in accordance with the appropriate service levels.
4. DEPARTMENT RETAINED RESPONSIBILITIES 6.1. In consideration for the provision by the Contractor of the Services, the Department
   shall: (a) pay the Contractor the Charges in accordance with the terms of this Framework Agreement and the relevant Purchase Order; and (b) be solely responsible for and shall provide (or procure the provision of) all the Department Retained Responsibilities. 6.2. If the Department fails to provide any of the Department Retained Responsibilities in the form and at the time agreed between the Parties (a "Department Failure") and, as a direct result thereof, the provision by the Contractor of any Services (including but not only the implementation in accordance with the Delivery Timetable) are adversely affected, the Contractor shall not be held to be in breach of any obligation under this Framework Agreement or the relevant Purchase Order to the extent that the Department Failure directly affects the performance of such obligation, on condition that the Contractor notifies t

[Response truncated — full text is 105,643 characters]