EBA欧洲银行-3EBA-Services-Contract_17页_316kb

Service Contract Summary

Core Content

This document outlines the Special Conditions and General Conditions of a service contract between the European Banking Authority (the Agency) and a Contractor. It includes Annexes that form an integral part of the contract and govern the Services, payment terms, liabilities, intellectual property rights, confidentiality, and other contractual obligations.

Key Terms and Definitions

• Contract Number: To be provided by the Agency.
• Effective Date: The date on which the Services will begin.
• Contract Duration: Up to 12 months, calculated in calendar months.
• Contract Price: The total amount to be paid by the Agency, excluding VAT.
• Bank Account Details: Payments shall be made directly to the Contractor's specified bank account.
• Applicable Law: The contract is governed by the laws of England and Wales.
• Dispute Resolution: The Court of Justice of the European Union has exclusive jurisdiction in case of disputes.

Main Views and Key Information

1. Scope of Services

• The Contractor is responsible for providing services as specified in Annex I (Tender Specifications) and Annex III (Deliverables).
• The Contractor must ensure that all Contractor's Staff involved in the Services have the required qualifications and experience.
• Staff must comply with the "Health and Safety Information for Contractors" policy.

2. Payment Terms

• Payment Conditions: Payments are made quarterly based on verified invoices.
• Payment Deadline: No later than 30 days from invoice receipt, unless suspended.
• Financial Guarantee: Required for certain payments, with a minimum of 10% of the contract value as a performance guarantee.
• Pre-financing: A guarantee is required for pre-financing exceeding EUR 150,000.
• Late Payment Interest: Applicable if payment is delayed, calculated at the European Central Bank's reference rate + 7%.

3. Liability and Indemnity

• The Agency is not liable for the Contractor's losses except in cases of wilful misconduct or gross negligence.
• The Contractor is liable for any claims, losses, or expenses incurred by the Agency due to its actions, including subcontracting.
• The Contractor's liability is capped at the total value of the Contract.
• The Contractor must provide insurance (minimum £5,000,000.00 or equivalent in Euros) covering Employer's and Public Liability.

4. Conflict of Interest

• The Contractor must prevent conflicts of interest and notify the Agency immediately if any arise.
• The Contractor must avoid any contact that may compromise its independence.
• The Contractor must ensure that all staff and subcontractors are not involved in any conflict of interest.

5. Confidentiality

• The Contractor must keep all Confidential Information strictly confidential.
• This includes information provided by either party in any form, whether oral or written.
• The Contractor must obtain undertakings from its staff to maintain confidentiality.
• Confidential Information may not be used or disclosed without the Agency's prior written consent.

6. Data Protection

• Both parties must comply with all relevant data protection laws, including the Data Protection Directive and UK laws.
• The Contractor must notify the Agency immediately of any breach of data protection regulations by itself or its subcontractors.

7. Intellectual Property Rights

• All intellectual and industrial property rights created specifically for the Agency shall be owned by the Agency.
• The Contractor must grant the Agency a royalty-free license for any pre-existing IP used in the Services.
• The Contractor must execute documents to transfer ownership of such rights to the Agency.

8. Taxation

• The Contractor is responsible for compliance with tax laws.
• The Agency is generally exempt from taxes and duties, including VAT, as per EU protocols.
• Invoices must separately state amounts excluding and including VAT.

9. Force Majeure

• Force majeure includes unforeseeable events beyond the control of the parties, such as terrorism.
• If affected, the Contractor must notify the Agency immediately.
• In such cases, the Contractor is only entitled to payment for services actually performed.

10. Subcontracting

• The Contractor must obtain prior written consent from the Agency before subcontracting.
• Even with consent, the Contractor remains fully liable for the performance of the Services.
• The Contractor must ensure that subcontracting does not affect the Agency's rights and must indemnify the Agency against any claims arising from it.

11. Assignment

• The Contractor must obtain prior written consent from the Agency before assigning any rights or obligations under the Contract.
• Any unauthorized assignment is void against the Agency.

12. Termination

• The Agency may terminate the contract under specific conditions, such as breach of contract or failure to perform.
• The Agency may also recover overpaid amounts through debit notes and interest if applicable.

Summary of Contractual Obligations

• The Contractor must perform the Services with professional care and skill.
• The Contractor must notify the Agency of any issues affecting service execution.
• The Contractor is responsible for all legal obligations, including employment, tax, and social legislation.
• The Agency has the right to set off payments and may request replacements for underperforming staff.
• The Contractor must indemnify the Agency for any third-party claims or liabilities arising from the contract.

Conclusion

This contract is a comprehensive agreement that outlines clear obligations, payment procedures, liability limits, data protection requirements, and confidentiality rules. It emphasizes the Agency's control over the Services and the Contractor's responsibility to ensure compliance with all legal and contractual terms.