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WPCC30033 – Capita Deed of Novation

Decision Title:  Capita Deed of Novation

Decision Reference Number:  WPCC3-0033

Lead Officer:  Caroline Plane

Date: 23 December 2021

Status: Non confidential

Decision summary

To sign a Deed of Novation to allow the contract for the Origin HR system to novate from Capita Secure Solutions and Services (“SSS”) to Capita (SSS) Limited (“Capita SSS”)

I confirm that my register of interests declaration is up to date and that none of my interests preclude me from making this decision

Signature: Philip Seccombe

Date: 6 January 2022

Supporting information

1.  Background information

Warwickshire Police have a contract with Capita Secure Solutions and Services (“SSS”) for the provision of the Original HR system.

Capita plc has recently conducted an extensive review of its portfolio with a
view to consolidating its activities into consulting, transformation and digital services. As a result of this, they are proposing to restructure the business. A number of businesses within the Capita family are being affected by the restructure. The Secure Solutions and Services business (“SSS”) that currently provides services to Warwickshire Police has been identified as one such business.
The SSS business currently sits in Capita Secure Information Solutions Limited (“CSIS”) which is a wholly owned subsidiary of Capita plc. CSIS also houses other Capita businesses. As part of the restructure, they are intending to transfer the entire SSS business to a new company within the Capita group which has been set up for this purpose. This company is called Capita (SSS) Limited (Company
Number: 13052116) (“Capita SSS”).

The transfer of the SSS business to Capita SSS would, in order to be fully effective, involve all customer contracts, supplier contracts, licences and employees transferring to Capita SSS. The agreement for the provision agreement for the provision of Origin upgrade dated 3rd August 2021 between Warwickshire Police and Capita Business Services Limited (the “Call-off Agreement”) is one such
customer contract that must transfer for that purpose.

At the point of transfer the Framework Agreement will remain with Capita and all Capita’s rights under the Call-off Agreement will transfer to Capita SSS, and Capita SSS will become responsible for all of the obligations and liabilities under the Call-off Agreement as though it had always been a party to the Call-off Agreement.

2. List of additional information attached as appendices


3. Expected benefits

The novation is required in order for the obligations under the contract to be delivered. Origin HR is a critical organisational system.

4. Impact of not approving the application

Risk to break in contract for an essential system or breach of contract

5. Costs (including any identified savings)

No impact to pre-agreed contract costs

6. Equality implications


7. Legal comments

This is a novation of a previously signed contract.

8. Publication

Information in this form is subject to the Freedom of Information Act 2000 (FOI Act) and other legislation. Unless the information provided is covered by an exemption and stated to be either confidential or partly confidential, the information contained in the form will be published on the OPCC website.

Comments from the Treasurer

There are no financial issues directly arising from the novation of this contract.

Comments from the Chief Executive and Monitoring Officer

This is a novation of a previously agreed contract for a critical HR system