EBA欧洲银行-3EBA-007-Framework-Contract-for-Services_21页_352kb

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 training services. It defines the terms and conditions under which the Contractor will provide services to the EBA, including the contract structure, payment terms, liability, data protection, intellectual property, and confidentiality obligations.

Main Contractual Elements

1. Contract Subject

• The Contract involves the supply of training services to the EBA.
• The Contractor has an exclusive right to provide these services.
• Implementation of the Contract is only valid through Purchase Orders or Specific Contracts.

2. Duration and Implementation

• The Contract is valid for 12 months from the date of signing.
• It can be renewed up to 3 times, each for 12 months, with written agreement.
• Purchase Orders and Specific Contracts must be effective before the Contract expires.
• After expiration or termination, the Contract remains valid for up to 6 months for existing Purchase Orders and Specific Contracts.

3. Contract Price

• Payments are made in GBP, as per the Costing Sheet in Annex II.

• Charges include all costs, such as travel and subsistence.

• Price revisions are allowed from the second year onward, based on the Retail Price Index (RPI).

• The formula for revision is:

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

  Where:

  • Ar = revised total amount
  • Ao = original tender amount
  • Ir = index for the month of price revision request
  • Io = index for the month the tender expired

Key Provisions

4. Payment Periods and Formalities

• Payments are made upon invoice submission and Agency verification.
• Payment is due within 30 days of invoice receipt.
• The invoice must include the Agency reference (e.g., PO [complete]).
• Payment suspension is allowed if the invoice is incorrect or incomplete.
• Late payment incurs interest at the ECB reference rate + 7%, provided it exceeds EUR 200.

5. Bank Account Details

• Payments must be made directly to the Contractor's designated bank account.
• The account details include:
  • Name of bank
  • Branch address
  • Account holder designation
  • Full account number
  • IBAN code

6. Notice and Communication

• All notices must be in writing and include the contract number.
• Communication is sent to the Agency and Contractor addresses.
• Ordinary mail is deemed received on the registration date.
• Email and fax are considered received on the next working day after transmission.

7. Applicable Law and Dispute Resolution

• The Contract is governed by the laws of England and Wales.
• In case of dispute, the Court of Justice of the European Union has exclusive jurisdiction.

Contractor Responsibilities

8. Performance of Services

• The Contractor must provide services to a professional standard.
• It is responsible for compliance with legal obligations, including employment, tax, and social legislation.
• Contractor's Staff must have the necessary qualifications and be familiar with the Agency's Health and Safety Policy.

9. Liability and Indemnity

• The Agency is not liable for the Contractor's claims, except in cases of wilful misconduct or gross negligence.
• The Contractor is liable for losses, costs, and expenses to the Agency, including subcontracting.
• Liability is capped at the amount payable under the relevant Purchase Order or Specific Contract.
• The Contractor must provide insurance covering normal business risks, including Employer's Liability Insurance and Public Liability Insurance, each with a minimum cover of £5,000,000.00.

10. Conflicts of Interest

• The Contractor must prevent conflicts of interest that could affect impartiality.
• Any conflict must be reported immediately and resolved.
• The Contractor must replace staff in conflict situations without compensation.
• The Contractor must abstain from contracts that could compromise its independence.

11. Confidentiality

• The Contractor must keep all Information confidential.
• Confidential Information includes:
  • Information marked as confidential
  • Information disclosed orally with a confidentiality notice
  • Notes or records of oral disclosures
  • Copies of confidential information
  • The fact that services are being provided
• This obligation continues even after termination or expiry of the Contract.

12. Intellectual Property

• 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 pre-existing IP used in the Services.
• The Contractor must execute documents to transfer ownership of IP to the Agency.
• The Contractor warrants that its IP does not infringe on third-party rights and must indemnify the Agency in case of infringement.

Additional Terms

13. Data Protection

• The Contractor must ensure compliance with data protection legislation, including:
  • Regulation (EC) No 45/2001
  • Data Protection Act 1998
  • Data Protection Directive (95/46/EC)
  • Regulation of Investigatory Powers Act 2000
  • Electronic Communications Data Protection Directive (2002/58/EC)
  • Privacy and Electronic Communications (EC Directive) Regulations 2003
• The Contractor must notify the Agency of any breach of data protection laws.

14. Termination

• Either party may terminate the Contract with three months' notice.
• The Contractor is entitled to payment for valid Purchase Orders or Specific Contracts up to the Termination Date.
• The Contractor must minimise costs and cancel or reduce commitments upon termination.
• The Contractor must provide required documents within 60 days of the Termination Date.

15. Guarantees

• A financial guarantee may be required in EUR, either from a bank or third party.
• A performance guarantee of 10% of the Contract value may be withheld from final payments.
• The guarantee is released upon successful completion or acceptance of the Services.

Conclusion

This Framework Service Contract sets out comprehensive terms and conditions for the provision of training services to the EBA. It emphasizes exclusive rights, strict confidentiality, data protection, liability limitations, and clear procedures for payment and termination. The Contractor is expected to maintain professional standards, legal compliance, and transparent communication with the EBA throughout the Contract period.