EBA欧洲银行-4EBA-Framework-Contract-for-Services_21页_352kb

报告摘要

Framework Service Contract Summary

Core Content

This document outlines the Framework Service Contract between the European Banking Authority (EBA) and a Contractor for the supply of website services. The contract includes Special Conditions, General Conditions, and several Annexes that define the scope, obligations, and procedures for the service delivery.

Main Points

1. Contract Subject

The subject of the contract is the supply of website services to the EBA.
The Contractor has an exclusive right to provide these services.
Implementation of the contract is only binding when Purchase Orders or Specific Contracts are signed and issued.

2. Duration and Implementation

The contract is for 12 months from the effective date.
It may be renewed up to 3 times with written agreement.
Implementation must occur only after the contract and related documents are effective.
The contract remains valid for up to 6 months after its expiry or termination for any existing Purchase Orders or Specific Contracts.

3. Contract Price

Payments are made in GBP as per the Costing Sheet in Annex II.
Charges include all costs incurred by the Contractor.
Price revisions are allowed from the second year onward, based on the Retail Price Index (RPI).
The revised amount is calculated using a specific formula.

4. Payment Procedures

Payments are made directly to the Contractor's bank account.
Invoices must be submitted and verified by the EBA.
Payment is due within 30 days of invoice receipt.
The EBA may set off amounts owed to it against payments due to the Contractor.

5. Notice and Communication

All notices and communications must be in writing and include the contract number.
Ordinary mail is deemed received on the date of registration.
Email and fax are deemed received on the next working day.

6. Applicable Law and Dispute Resolution

The contract is governed by English law.
In case of disputes, the Court of Justice of the European Union has exclusive jurisdiction.

7. Termination

Either party may terminate the contract with 3 months' prior notice.
Upon termination, the Contractor is entitled to payment only for valid Purchase Orders or Specific Contracts.
The Contractor must minimise costs and cancel commitments within 60 days of the Termination Date.

Key Information

8. Liability and Indemnity

The Agency is not liable for claims, loss, or expenses of the Contractor except for wilful misconduct or gross negligence.
The Contractor is liable for all claims, losses, costs, and expenses of the Agency caused by its actions.
Liability is capped at the amount payable under the relevant Purchase Order or Specific Contract.
The Contractor must provide insurance covering normal business risks and damages, including Employer's Liability Insurance and Public Liability Insurance, each with a minimum cover of £5,000,000.

9. Conflicts of Interest

The Contractor must prevent conflicts of interest and notify the Agency immediately if any arise.
The Contractor must replace any staff involved in a conflict of interest without compensation.
The Contractor must abstain from contracts that could compromise its independence.
The Contractor must notify the Agency of any advantages or benefits received from third parties.

10. Data Protection

Both parties must comply with all relevant data protection laws.
The Contractor must notify the Agency of any breach of data protection regulations.

11. Intellectual Property Rights

All Intellectual Property Rights created by the Contractor for the Agency are owned exclusively by the Agency.
The Contractor must grant perpetual, royalty-free licenses for any pre-existing intellectual property used in the Services.
The Contractor must execute documents to transfer these rights to the Agency.
The Contractor warrants that its intellectual property rights do not infringe on third-party rights.

12. Confidentiality

Confidential Information includes any information shared by either party during the contract.
The Contractor must treat Confidential Information strictly confidential and not disclose it to third parties without written consent.
This obligation continues even after termination or expiry of the contract.

13. Use and Publication of Information

The Contractor authorises the EBA to use, distribute, and publish non-confidential information, including the Contractor’s identity, the nature of the services, and the amount paid.
The EBA is not required to publish Confidential Information unless otherwise stated.

Summary of Key Provisions

Implementation is binding only via Purchase Orders or Specific Contracts.
Price revisions are possible from the second year based on RPI.
Payment terms are strict and require compliance with invoice submission and verification.
Termination is possible with 3 months' notice, and the Contractor is only paid for valid orders.
Liability is limited to the amount of the relevant contract.
Insurance requirements are in place to cover normal business risks.
Confidentiality is a critical obligation, with restrictions on disclosure.
Intellectual Property Rights are transferred to the Agency.
Data protection compliance is mandatory for both parties.