EBA欧洲银行-4Annex-I-Framework-Contract-for-Services_21页_321kb

Framework Service Contract Summary

Core Content

This document outlines the Framework Service Contract between the European Banking Authority (EBA) and a Contractor (a company and its statutory representative). The contract establishes the terms and conditions for the provision of travel arrangement services by the Contractor to the EBA. It includes Special Conditions, General Conditions, and Annexes that form an integral part of the agreement.

Key Components of the Contract

1. Subject of the Contract

• The Contractor provides travel arrangement services to the EBA (the "Services").
• The EBA is not obligated to purchase the Services unless through a Purchase Order (Annex III).
• Upon Implementation (i.e., when a Purchase Order is issued), the Contractor must deliver the Services in accordance with Annex I.
• The Contractor has an exclusive right to provide these Services to the EBA.

2. Duration and Implementation

• The Contract is valid for 12 months, and may be renewed up to 3 times with mutual agreement.
• Purchase Orders must be issued before the Contract expires or is terminated.
• The Contract remains in force for up to 6 months after its expiry or termination, covering any outstanding Purchase Orders.
• The Contractor must return the Purchase Order within the time limits specified in Annex I, and the service period begins on the return date (unless otherwise stated).

3. Contract Price

• Payments are made in GBP, as listed in the Costing Sheet (Annex II).
• The Charges include all related expenses (travel, subsistence, etc.).
• During the first year, the Charges are fixed and non-revisable.
• From the second year onward, the Charges may be revised annually based on the Retail Price Index (RPI) of the UK.
• The revision formula is:

$$
\operatorname{Ar} = \operatorname{Ao} - \begin{array}{c} \operatorname{Ir} \ \operatorname{Io} \end{array}
$$

Where:

• Ar = Revised total amount
• Ao = Original tender amount
• Io = Index for the month the tender expires
• Ir = Index for the month the price revision request is received

4. Payment Periods and Formalities

• Payments are made only upon submission of a verified invoice.
• The Agency must pay within 30 days of invoice receipt, unless suspended.
• All communications must be in writing, include the Contract number, and be sent to the specified addresses.
• The Agency may set off any amounts owed to it against payments due to the Contractor.

5. Liability and Indemnity

• The Agency is not liable for the Contractor’s claims or losses except for wilful misconduct or gross negligence.
• The Contractor is liable for all claims, losses (excluding consequential), costs, and expenses caused by its actions or omissions.
• The Contractor must indemnify the Agency for any third-party claims or legal actions related to the Services.
• Liability is capped at the amount payable under the relevant Purchase Order.

6. Conflicts of Interest

• The Contractor must prevent conflicts of interest that could compromise impartiality.
• Any conflict must be notified immediately and resolved.
• The Contractor must ensure that its Staff are not placed in a situation that could create a conflict of interest.
• The Contractor must replace any Staff member in such a situation without compensation.

7. Data Protection

• Both parties must comply with Data Protection Legislation, including the Data Protection Act 1998 and Directive 95/46/EC.
• The Contractor must notify the Agency immediately of any breach by itself or its subcontractors.

8. Intellectual Property Rights

• All intellectual property rights (including copyrights, trademarks, databases, etc.) created by the Contractor specifically for the EBA are owned by the EBA.
• The EBA may use, assign, or transfer these rights as it sees fit.
• The Contractor must grant a perpetual, royalty-free license for any pre-existing IP used in the Services.
• The Contractor warrants that its IP will not infringe on any third-party rights and must indemnify the EBA for any resulting claims.

9. Confidentiality

• Confidential Information includes all information shared by either party, whether in writing, orally, or electronically.
• The Contractor must treat Confidential Information strictly confidential and not disclose it to third parties without prior written consent.
• This obligation continues even after the termination or expiry of the Contract.
• Each member of the Contractor's Staff must also undertake confidentiality.

10. Use, Distribution, and Publication of Information

• The Contractor authorizes the EBA to process, use, distribute, and publish information about the Services, except for trade secrets.
• The EBA is not required to publish Confidential Information unless agreed.
• If the Contractor distributes or publishes information, it must obtain prior written consent from the EBA and attribute the opinions to the Contractor only.

11. Taxation

• The Contractor is responsible for compliance with tax laws.
• Any non-compliance will render invoices invalid.

12. Termination

• Either party may terminate the Contract with 3 months' written notice.
• Upon termination, the Contractor is entitled to payment for valid Purchase Orders only.
• The Contractor must minimize costs and cancel commitments upon termination.
• All documents and reports must be provided within 60 days of the Termination Date.

Main Views and Key Information

• The Contract is structured with Special Conditions taking precedence over General Conditions, and Purchase Orders over all other parts.
• The Contractor is responsible for all legal and operational compliance, including employment, tax, and data protection.
• Payment terms are strict, with invoices needing verification and timely processing.
• Liability is limited to the amount payable under the relevant Purchase Order.
• Confidentiality and data protection are paramount, with strict obligations on both parties.
• Intellectual Property Rights are transferred to the EBA, ensuring it has full control over the Services.
• Termination is possible with 3 months' notice, and the Contractor must ensure smooth transition and documentation.

Conclusion

This Framework Service Contract is a comprehensive agreement governing the provision of travel arrangement services by the Contractor to the EBA. It emphasizes clarity in terms, exclusive rights for the Contractor, strict liability and indemnity, data and IP protection, and clear procedures for payment, implementation, and termination. The Contract is designed to ensure legal compliance, operational transparency, and mutual accountability between the EBA and the Contractor.