Call-off Contract Template for England and Wales
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What is a Call-off Contract?
Call-off contracts are used extensively in United Kingdom public procurement and increasingly in large private sector purchasing. Public frameworks awarded under the Procurement Act 2023, and legacy frameworks under the Public Contracts Regulations 2015, permit call-offs either directly or after a further competition among framework suppliers. Because the framework fixes the commercial envelope, a call-off that introduces materially different terms risks being treated as a new contract awarded without proper process.
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Frequently Asked Questions
What is the difference between a framework agreement and a call-off contract?
The framework sets the available terms and admits the suppliers, and usually creates no obligation to buy anything. The call-off is the order that creates enforceable obligations for a specific requirement, price and delivery period.
Can a call-off change the framework's terms?
Not materially. In public procurement, terms materially different from the framework can amount to awarding a new contract without a proper procedure, which exposes it to challenge. Changes belong in the framework rather than the order.
How are call-offs awarded?
Either by direct award, where the framework permits it and its terms are sufficiently precise, or after a further competition among the framework suppliers. The framework itself sets which route applies, and it must be followed.
Which document prevails if they conflict?
Whichever the order of precedence clause says, which is why that clause matters. Most call-off disputes turn on a conflict between the specification and the incorporated framework terms rather than on the requirement itself.
Are call-off contracts disclosable?
In the public sector, information in them may be disclosable under freedom of information law and transparency duties. Confidentiality provisions should be drafted with that in mind rather than promising absolute secrecy.
About the Call-off Contract
A Call-off Contract is the order that turns a framework agreement into a binding commitment for a specific requirement. Under England and Wales law, and particularly in public procurement, its validity depends on staying within the framework it is awarded under.
When do you need this document?
You need a Call-off Contract whenever you buy under an existing framework rather than running a fresh procurement: a contracting authority ordering services from a framework panel, a large organisation drawing down against a preferred supplier arrangement, or a buyer running a further competition among framework suppliers for a particular package of work. Suppliers need it equally, because the framework alone usually creates no obligation to buy anything.
What does it cover?
The call-off sets out the specific requirement and specification, the charges and payment terms, the delivery dates and any service levels, and it incorporates the framework terms rather than restating them. It names key personnel where continuity matters, includes the data protection terms appropriate to the actual processing, and sets liability and insurance within the framework's limits. Because two documents now govern the relationship, it establishes an order of precedence so conflicts resolve predictably, and it provides for termination and an exit plan.
Common pitfalls
The most serious problem in a public context is a call-off that varies the framework's terms. Materially different terms can amount to awarding a new contract without a proper procedure, which exposes it to challenge, so changes belong in the framework rather than the order. The second is an unclear order of precedence, which is what most call-off disputes actually turn on once the specification and the framework terms conflict. The third is relying on the framework's generic data protection schedule when the specific requirement involves processing it was never drafted for.
GOVERNING LAW
Applicable law
This Call-off Contract is drafted to comply with England and Wales law. Key legislation includes:
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