Supply of Services and Support for the Handsfree R5 Fixed Vehicle Device (FVD)

The contracting authority is relying on section 41 of the Procurement Act 2023 and the above listed Direct Award justifications as also set out in Schedule 5 to the Act. The requirement concerns the provision of ongoing maintenance, software support, and associated services for fixed vehicle devices previously designed, developed and supplied by the Supplier’s predecessor, Handsfree Limited.

The new Services are wholly intended as an extension to the services provided under the Original Contract. More specifically, they relate to the Devices designed and developed (and the ancillary services provided) by Handsfree which are intrinsically linked to the R5 Devices already owned by ESMCP. These Devices were not an “off the shelf” product, and the Services must be compatible with them.

Following a corporate restructure, the Handsfree's R5 Fixed Vehicle Device business, has transferred to CKO International Ltd as a going concern. This transfer included all assets necessary for continued delivery of the Services, including intellectual property rights, hardware and software designs, certifications, engineering capability, systems, delivery plans, warranty liabilities and support arrangements. As a result of this transfer, CKO International Ltd now holds the intellectual property, technical know-how, and operational capability required to maintain, support and further develop the Devices.

The services are intrinsically linked to the existing devices and their embedded software, interfaces, and system architecture. CKO (following transfer from Handsfree) now possesses the unique technical expertise and knowledge arising from the original design and development of the devices (as part of Handsfree) and retains control of the underlying intellectual property required to deliver the Services.

As a result, only CKO is capable of providing the Services without introducing unacceptable technical and operational risks. These include risks of incompatibility with existing hardware and software, disruption to operational performance, and potential impacts on existing warranties and support arrangements. Based on evaluation of the market and the specific nature of this requirement, using an alternative supplier will lead to disproportionate technical difficulties in operation and maintenance.

The Services depend on detailed knowledge of the existing devices, their embedded software and interfaces, and access to relevant intellectual property and proprietary information held only by CKO. Whilst other suppliers may have related capabilities, they would be unable to deliver the Services to the required standard without substantial duplication, transition activity, or dependency on the incumbent supplier.

The contracting authority has also considered the procurement objectives set out in section 12 of the Act, including value for money, integrity, and equal treatment, and considers that a direct award in these circumstances is proportionate and justified.