MICTA

Summary

A request was made for detailed financial records, membership data, and meeting logs regarding the Manx ICT Association (MICTA) and its funding from the Department for Enterprise. The authority released a 2014 management agreement but withheld specific financial details and reports citing commercial confidence.

Key Facts

• The request was submitted on 2018-04-16 and responded to on 2018-06-06.
• The outcome was 'Some information sent but part exempt'.
• The disclosed document is a 2014 agreement between the Department of Economic Development and MICTA.
• The agreement covers the provision of e-business and ICT strategy services.
• Specific financial data and progress reports were withheld from the public response.

Data Disclosed

• 2018-04-16
• 2018-06-06
• 2014
• 45 pages
• 2 documents
• case_id: 433733

Exemptions Cited

• Commercial Confidence

Original Request

1. itemised initial funding regarding local trade association Manx ICT Association (MICTA) and any additional extensions etc and expected ratio of salary to services 2. total membership at key funding dates 3. total meetings with the department and ideally summarised by month 4. total events and ideally summarised by month 5. copy of the management agreement (as per the FOI response to the EDS) 6. copy of any progress reports 7. itemised invoices processed by MICTA on behalf of third party sub-contractors (or summarised with justification why itemised is not possible) 8. net results regarding specific KPIs

Data Tables (13)

Full Response Text

DATED

2014

DEPARTMENT OF ECONOMIC DEVELOPMENT

And

THE MANX ICT ASSOCIATION LTD

AGREEMENT FOR THE PROVISION OF E-BUSINESS AND ICT STRATEGY SERVICES

IN COMMERCIAL CONFIDENCE

2 TABLE OF CONTENTS

1. DEFINITIONS AND INTERPRETATION ...................................................................... 4
2. COMMENCEMENT AND DURATION........................................................................... 7
3. SERVICES .............................................................................................................. 8
4. TIMETABLE ............................................................................................................ 8
5. DEPARTMENT'S OBLIGATIONS ................................................................................ 8
6. PARTY REPRESENTATIVES ...................................................................................... 9
7. CHANGE CONTROL PROCEDURE .............................................................................. 9
8. CHARGES............................................................................................................... 9
9. PAYMENT ............................................................................................................. 10
10. TRADEMARKS AND TRADE NAMES .......................................................................... 11
11. INTELLECTUAL PROPERTY RIGHTS ......................................................................... 11
12. COMPLIANCE ........................................................................................................ 12
13. CONFIDENTIALITY AND NON-DISCLOSURE ............................................................. 12
14. ASSIGNMENT NOVATION AND SUBCONTRACTORS .................................................. 14
15. PERSONNEL .......................................................................................................... 14
16. REPRESENTATIONS AND WARRANTIES...................... Error! Bookmark not defined.
17. INSURANCE .......................................................................................................... 15
18. INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION ............................................ 16
19. LIMITATION OF LIABILITY ..................................................................................... 16
20. TERMINATION ...................................................................................................... 17
21. EFFECT OF TERMINATION ..................................................................................... 18
22. EXIT MANAGEMENT ............................................................................................... 19
23. SURVIVAL ............................................................................................................. 19
24. DISPUTE RESOLUTION .......................................................................................... 20
25. FORCE MAJEURE ................................................................................................... 20
26. BRIBERY ............................................................................................................... 21
27. NOTICES .............................................................................................................. 22
28. ANNOUNCEMENTS ................................................................................................ 23
29. NON WAIVER ........................................................................................................ 23
30. ORDER OF PRECEDENCE........................................... Error! Bookmark not defined.
31. WHOLE AGREEMENT ............................................................................................. 23
32. INDEPENDENT CONTRACTORS ............................................................................... 24

3 35. COUNTERPARTS .................................................................................................... 25 36. SEVERABILITY ...................................................................................................... 25 37. THIRD PARTY RIGHTS ........................................................................................... 25 38. GOVERNING LAW .................................................................................................. 25

SCHEDULES

SCHEDULE 1 – CHANGE CONTROL PROCEDURE SCHEDULE 2 – OPERATIONAL PROVISIONS SCHEDULE 3 – SPECIFICATION SCHEDULE 4 – CHARGES

4 AGREEMENT FOR THE PROVISION OF E-BUSINESS AND ICT STRATEGY SERVICES DATED 2014 PARTIES (1) The Department of Economic Development (a Department of the Isle of Man Government) of St George’s Court Upper Church Street Douglas IM1 1EX (the "Department"); and (2) The Manx ICT Association Ltd (a company registered in the Isle of Man with company registration number 011322V) whose registered office is situate at International House Castle Hill Victoria Road Douglas IM2 4RB (the "Contractor"). RECITALS (A) The Department wishes to implement arrangements with the Contractor for them to provide services to support the Department to progress the development of the e- business sector and ICT strategy (more particularly defined below as the "Services"). (B) The Contractor is a developer and supplier /provider of e-business consultancy and ICT strategy. (C) The Department and the Contractor are entering into this Agreement to document the terms and conditions for the provision of 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: "Agreed Expenses" Means the expenses reasonably and properly incurred by the Contractor and approved by the Department prior to incurment which relate wholly to the provision of the Services "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 percent (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;

5 "Change Control Procedure" means the change control procedure set out in Schedule 1 of this Agreement; "Charges" means the prices for the Services as set out in Schedule 3 to this Agreement; "Confidential Information" means all financial 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;
"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; "Contractor Material" means any data, content, software or other materials (but excluding any Third Party Material) which is created by or on behalf of the Contractor not for the purposes of fulfilling its obligations under this Agreement; “Contractor’s Objectives” Means those objectives referred to the Specification and
"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;

6 "Deliverable" means a deliverable of the Services: the Deliverables of the Services being identified in Part 2 of Schedule 2 to this Agreement][the Specification]; "Department Material" means any data, content, software or other materials which are created by or on behalf of the Contractor specifically to fulfil the Contractor's obligations under this Agreement; "Department Retained Responsibilities" means the functions and responsibilities (if any) to be retained and provided by the Department which are described in the Specification; "Documents" means this Agreement and any other documents that may be agreed between the Parties from time to time; "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 Kurt Roosen of Streamon Ltd 4 Abbots Way Abbotswood Ballasalla IM9 3EQ "Location" Means XXX
"Parties" means the Department and the Contractor; "Services" means the services, supply of goods, functions and responsibilities to be provided by the Contractor in relation to the achievement of the Objectives
as set out in the Specification; "Specification" means the Specification contained within Schedule 3 to this Agreement;

7 "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 Contractor does not own all the worldwide Intellectual Property Rights; "Timetable" means the timetable (if any) set out in the Specification.

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. (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 Subject to Clause 19 (TERMINATION), this Agreement shall be effective from and including the 1st day of April 2014 and shall continue until and including the 31st day of March 2016 (the "Term").

8 3. SERVICES 3.1. Throughout the Term, the Contractor shall provide the Services in accordance with the terms of this Agreement PROVIDED THAT this Agreement is not intended to be exclusive. 3.2. 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 Agreement to the Department or any Department or Statutory Board of the Isle of Man Government. 4. TIMETABLE Each of the Parties shall use its reasonable endeavours to ensure that the Services are delivered in accordance with the Timetable. 5. DEPARTMENT'S OBLIGATIONS 5.1. 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 Agreement; and (b) be solely responsible for and shall provide (or procure the provision of) all the Department Retained Responsibilities. 5.2. 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 Timetable) are adversely affected, the Contractor shall not be held to be in breach of any obligation under this Agreement to the extent that the Department Failure directly affects the performance of such obligation, on condition that the Contractor notifies the Department of the nature of the Department Failure as soon as practicable but, in any event, within ten (10) business days of the Contractor becoming aware of such a Department Failure. 5.3. The impact of any delay caused by a Department Failure on the provision of the Services shall be addressed by way of the Change Control Procedure (other than as to the Additional Costs (as defined below) and, for the purpose of agreeing any changes to this Agreement resulting from the Department Failure, the final paragraph of section 1.2 of Schedule 1 shall read "Neither Party shall unreasonably withhold its agreement to any change". In respect of the impact of any Department Failure on the Charges: (a) the Contractor shall not seek to retrieve any additional costs or expenses incurred by it as a result of the Department Failure ("Additional Costs") where such Additional Costs are incurred at any time prior to the time that

9 the Contractor notifies the Department of the Department Failure under sub-Clause 5.2; (b) the Additional Costs shall, when taking into account the circumstances of their creation, be reasonable; and (c) the Contractor shall take all steps to mitigate the Additional Costs. 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 Services under this Agreement. Such a representative may be changed by the Party appointing him or her by giving written notice to the othe

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