Fillable Printable Draft Service Contract Form

Draft Service Contract Form

Contract number: EAC/27/2014

EUROPEAN COMMISSION

DIRECTORATE-GENERAL FOR EDUCATION AND CULTURE

Directorate Culture and Creativity

Director

Annex 6

DRAFT SERVICE CONTRACT

CONTRACT NUMBER – [complete]

The European Union (hereinafter referred to as "the Union"), represented by the European

Commission (hereinafter referred to as "the contracting authority"), which is represented

for the purposes of the signature of this contract by Mr Michel Magnier, Director, Culture

and Creativity,

on the one part, and

[full official name]

[official legal form]

[statutory registration number]

[full official address]

[VAT registration number]

hereinafter referred to as ‘the contractor’, represented for the purposes of the signature of

this contract by [forename, surname and function,]

on the other part,

Delete if contractor is a natural person or a body governed by public law.

Delete if contractor is a body governed by public law. For natural persons, indicate the number

of their identity card or, failing that, of their passport or equivalent.

Contract number: EAC/27/2014

HAVE AGREED

to the special conditions, the general conditions for service contracts and the following

annexes:

Annex I – Tender specifications (reference No ARES(2014) [complete] of [insert

date])

Annex II – Contractor's tender (reference No ARES(2014) [complete] of [insert date])

[Other annexes]

which form an integral part of this contract (hereinafter referred to as “the contract”).

- The terms set out in the special conditions shall take precedence over those in the

other parts of the contract.

- The terms set out in the general conditions shall take precedence over those in the

annexes.

- The terms set out in the tender specifications (Annex I) shall take precedence over

those in the tender (Annex II).

Contract number: EAC/27/2014

I – SPECIAL CONDITIONS

ARTICLE I.1 – SUBJECT MATTER

I.1.1 The subject matter of the contract is "Circulation of European films: the

distribution's sector perspective".

I.1.2 The contractor shall execute the tasks assigned to it in accordance with the tender

specifications annexed to the contract (Annex I).

ARTICLE I.2 – ENTRY INTO FORCE AND DURATION

I.2.1 The contract shall enter into force on the date on which it is signed by the last party

on [insert date].

I.2.2 Under no circumstances may performance commence before the date on which the

contract enters into force.

I.2.3 The duration of the execution of the tasks shall not exceed nine months. Unless

otherwise specified, all periods specified in the contract are calculated in calendar

days. Execution of the tasks shall start from [the date of entry into force of the

contract] [insert date].

The period of execution of the tasks may be extended only with the express written

agreement of the parties before the expiration of such period.

ARTICLE I.3 –PRICE

I.3.1 The maximum total amount to be paid by the contracting authority under the

contract shall be EUR [amount in figures and in words] covering all tasks

executed.

ARTICLE I.4 – PAYMENT ARRANGEMENTS

I.4.1 First Interim payment

The contractor shall submit invoices equal to 20 % of the total amount referred to in

Article I.3.1

Invoices shall be accompanied by an Inception Report in accordance with the instructions

laid down in Annex I .

Provided the report has been approved by the contracting authority, the later shall make

the payment within 60 days from receipt of the invoices.

The contractor shall have 20 days in which to submit additional information or

corrections, a new inception report or other documents if it is required by the contracting

authority.

Contract number: EAC/27/2014

I.4.1 Second Interim payment

The contractor shall submit invoices equal to 40 % of the total amount referred to in

Article I.3.1 for the second interim payment

Invoices for the second interim payment shall be accompanied by an Interim Study Report

in accordance with the instructions laid down in Annex I .

Provided the report has been approved by the contracting authority, the later shall make

the payment within 60 days from receipt of the invoices.

The contractor shall have 20 days in which to submit additional information or

corrections, a new inception report or other documents if it is required by the contracting

authority.

I.4.3 Payment of the balance

The contractor shall submit an invoice for payment of the balance.

The invoice shall be accompanied by the final report in accordance with the instructions

laid down in Annex I and the relevant invoices.

Provided the report has been approved by the contracting authority, the contracting

authority shall make the payment within 60 days from receipt of the invoice.

The contractor shall have 20 days in which to submit additional information or

corrections, a new inception report or other documents if it is required by the contracting

authority.

***

Where VAT is due in Belgium, the provisions of the contract constitute a request for VAT

exemption No 450, Article 42, paragraph 3.3 of the VAT code (circular 2/1978), provided

the contractor includes the following statement in the invoice(s): “Exonération de la TVA,

Article 42, paragraphe 3.3 du code de la TVA (circulaire 2/1978)” or an equivalent

statement in the Dutch or German language.

ARTICLE I.5 – BANK ACCOUNT

Payments shall be made to the contractor’s bank account denominated in [euro][insert

local currency where the receiving country does not allow transactions in EUR],

identified as follows:

Name of bank:

Full address of branch:

Exact designation of account holder:

Full account number including [bank] codes:

[IBAN

code:]

BIC or SWIFT code for countries with no IBAN code.

Contract number: EAC/27/2014

ARTICLE I.6 – COMMUNICATION DETAILS AND DATA CONTROLLER

For the purpose of Article II.6, the data controller shall be [insert name of entity].

Communications shall be sent to the following addresses:

Contracting authority:

European Commission

Directorate-General for Education and Culture

Directorate E – Culture and Creativity

Unit E3 – Creative Europe – MEDIA

Mr Xavier Troussard J70 1/141

B-1049 Brussels

Contractor:

[Full name]

[Function]

[Company name]

[Full official address]

Email: [complete]

ARTICLE I.7– APPLICABLE LAW AND SETTLEMENT OF DISPUTES

I.7.1. The contract shall be governed by Union law, complemented, where necessary, by

the national substantive law of Belgium.

I.7.2. Any dispute between the parties in relation to the interpretation, application or

validity of the contract which cannot be settled amicably shall be brought before

the courts of Brussels.

ARTICLE I.8

- EXPLOITATION OF THE RESULTS OF THE CONTRACT

I.8.1 Modes of exploitation

In accordance with Article II.10.2 whereby the Union acquires ownership of the results as

defined in the tender specifications (Annex I), these results may be used for any of the

following purposes:

(a) use for its own purposes:

(i) making available to the staff of the contracting authority

(ii) making available to the persons and entities working for the contracting

authority or cooperating with it, including contractors, subcontractors whether

legal or natural persons, Union institutions, agencies and bodies, Member

States' institutions

(iii) installing, uploading, processing

(iv) arranging, compiling, combining, retrieving

Contract number: EAC/27/2014

(v) copying, reproducing in whole or in part and in unlimited number of copies

(b) distribution to the public:

(i) publishing in hard copies

(ii) publishing in electronic or digital format

(iii) publishing on the internet as a downloadable/non-downloadable file

(iv) broadcasting by any kind of technique of transmission

(v) public presentation or display

(vi) communication through press information services

(vii) inclusion in widely accessible databases or indexes

(viii) otherwise in any form and by any method

contracting authority:

(i) shortening

(ii) summarizing

(iii) modifying of the content

(iv) making technical changes to the content:

- necessary correction of technical errors

- adding new parts or functionalities

- changing functionalities

- providing third parties with additional information concerning the result

(e.g. source code) with a view of making modifications

(v) addition of new elements, paragraphs titles, leads, bolds, legend, table of

content, summary, graphics, subtitles, sound, etc.

(vi) preparation in audio form, preparation as a presentation, animation,

pictograms story, slide-show, public presentation etc.

(vii) extracting a part or dividing into parts

(viii) use of a concept or preparation of a derivate work

(ix) digitisation or converting the format for storage or usage purposes

(x) modifying dimensions

(xi) translating, inserting subtitles, dubbing in different language versions:

- all official languages of EU

- languages used within EU

- languages of candidate countries

(d) the modes of exploitation listed in article II.10.4

(e) rights to authorise, license, or sub-license in case of licensed pre-existing rights,

the modes of exploitation set out in any of the points (a) to (c) to third parties.

Where the contracting authority becomes aware that the scope of modifications exceeds

that envisaged in the contract the contracting authority shall consult the contractor. Where

necessary, the contractor shall in turn seek the agreement of any creator or other right

Contract number: EAC/27/2014

holder. The contractor shall reply to the contracting authority within one month and shall

provide its agreement, including any suggestions of modifications, free of charge. The

creator may refuse the intended modification only when it may harm his honour,

reputation or distort integrity of the work.

I.8.2 Pre-existing rights and transmission of rights

All pre-existing rights shall be licensed to the Union in accordance with Article II.10.3.

The contractor shall provide to the contracting authority a list of pre-existing rights and

third parties' rights including its personnel, creators or other right holders as provided for

in Article II.10.5.

ARTICLE I.9 – TERMINATION BY EITHER PARTY

Either party may, unilaterally and without being required to pay compensation, terminate

the contract by formally notifying the other party by giving [one month's] notice. Should

the contracting authority terminate the contract, the contractor shall only be entitled to

payment corresponding to part-performance of the contract before the termination date.

The first paragraph of Article II.14.3 shall apply.

SIGNATURES

For the contractor,

[Company name/forename/surname/function]

signature[s]: _______________________

For the contracting authority,

Michel Magnier

Director

signature[s]:_____________________

Done at [Brussels], [date]

In duplicate in English.

Contract number: EAC/27/2014

II – GENERAL CONDITIONS FOR SERVICE CONTRACTS

ARTICLE II.1 – PERFORMANCE OF THE CONTRACT

II.1.1 The contractor shall perform the contract to the highest professional standards.

II.1.2 The contractor shall be solely responsible for taking the necessary steps to obtain

any permit or licence required for performance of the contract under the laws and

regulations in force at the place where the tasks assigned to it are to be executed.

II.1.3 Without prejudice to Article II.4 any reference made to the contractor’s personnel

in the contract shall relate exclusively to individuals involved in the performance

of the contract.

II.1.4 The contractor must ensure that the personnel performing the contract possesses

the professional qualifications and experience required for the execution of the

tasks assigned to it.

II.1.5 The contractor shall neither represent the contracting authority nor behave in any

way that would give such an impression. The contractor shall inform third parties

that it does not belong to the European public service.

II.1.6 The contractor shall be solely responsible for the personnel who executes the tasks

assigned to the contractor.

The contractor shall stipulate the following employment or service relationships

with its personnel:

(a) personnel executing the tasks assigned to the contractor may not be given

orders directly by the contracting authority;

(b) the contracting authority may not under any circumstances be considered to

be the employer of the personnel referred to in point (a) and the personnel

shall undertake not to invoke against the contracting authority any right

arising from the contractual relationship between the contracting authority

and the contractor.

II.1.7 In the event of disruption resulting from the action of one of the contractor's

personnel working on the contracting authority's premises or in the event that the

expertise of a member of the contractor's personnel fails to correspond to the

profile required by the contract, the contractor shall replace him without delay. The

contracting authority shall have the right to make a reasoned request for the

replacement of any such personnel. The replacement personnel must have the

necessary qualifications and be capable of performing the contract under the same

contractual conditions. The contractor shall be responsible for any delay in the

execution of the tasks assigned to it resulting from the replacement of personnel.

II.1.8 Should the execution of the tasks be directly or indirectly hampered, either

partially or totally, by any unforeseen event, action or omission, the contractor

shall immediately and on its own initiative record it and report it to the contracting

authority. The report shall include a description of the problem and an indication of

Contract number: EAC/27/2014

the date on which it started and of the remedial action taken by the contractor to

ensure full compliance with its obligations under this contract. In such an event the

contractor shall give priority to solving the problem rather than determining

liability.

II.1.9 Should the contractor fail to perform its obligations under the contract, the

contracting authority may - without prejudice to its right to terminate the

contract - reduce or recover payments in proportion to the scale of the unperformed

obligations. In addition, the contracting authority may claim compensation or

impose liquidated damages in accordance with Article II.12.

ARTICLE II.2 – MEANS OF COMMUNICATION

II.2.1 Any communication relating to the contract or to its performance shall be made in

writing and shall bear the contract number. Any communication is deemed to have

been made when it is received by the receiving party unless otherwise provided for

in this contract.

II.2.2 Electronic communication shall be deemed to have been received by the parties on

the day of dispatch of that communication provided it is sent to the addressees

listed in Article I.6. Without prejudice to the preceding, if the sending party

receives a message of non-delivery to or of absence of the addressee, it shall make

every effort to ensure the actual receipt of such communication by the other party.

Electronic communication shall be confirmed by an original signed paper version

of that communication if requested by any of the parties provided that this request

is submitted without unjustified delay. The sender shall send the original signed

paper version without unjustified delay.

II.2.3 Mail sent using the postal services is deemed to have been received by the

contracting authority on the date on which it is registered by the department

responsible referred to in Article I.6.

Any formal notification shall be made by registered mail with return receipt or

equivalent, or by equivalent electronic means.

ARTICLE II.3 – LIABILITY

II.3.1 The contractor shall be solely responsible for complying with any legal obligations

incumbent on it.

II.3.2 The contracting authority shall not be held liable for any damage caused or

sustained by the contractor, including any damage caused by the contractor to third

parties during or as a consequence of performance of the contract, except in the

event of wilful misconduct or gross negligence on the part of the contracting

authority.

II.3.3 The contractor shall be held liable for any loss or damage sustained by the

contracting authority in performance of the contract, including in the event of

subcontracting, and for any claim by a third party, but only to an amount not

exceeding three times the total amount of the contract. Nevertheless, if the damage

or loss is caused by the gross negligence or wilful misconduct of the contractor or

of its personnel or subcontractors, the contractor shall have unlimited liability for

the amount of the damage or loss.

Contract number: EAC/27/2014

II.3.4 The contractor shall indemnify and hold the Union harmless for all damages and

costs incurred due to any claim. The contractor shall provide compensation in the

event of any action, claim or proceeding brought against the contracting authority

by a third party as a result of damage caused by the contractor during the

performance of the contract. In the event of any action brought by a third party

against the contracting authority in connection with the performance of the

contract, including any alleged breach of intellectual property rights, the contractor

shall assist the contracting authority. Such expenditure incurred by the contractor

may be borne by the contracting authority.

II.3.5 The contractor shall take out an insurance policy against risks and damage relating

to the performance of the contract, if required by the relevant applicable

legislation. It shall take out supplementary insurance as reasonably required by

standard practice in the industry. A copy of all the relevant insurance contracts

shall be sent to the contracting authority should it so request.

ARTICLE II.4 - CONFLICT OF INTEREST

II.4.1 The contractor shall take all the necessary measures to prevent any situation of

conflict of interest. Such situation arises where the impartial and objective

performance of the contract is compromised for reasons involving economic

interest, political or national affinity, family or emotional ties, or any other shared

interest.

II.4.2 Any situation constituting or likely to lead to a conflict of interest during the

performance of the contract shall be notified to the contracting authority in writing

without delay. The contractor shall immediately take all the necessary steps to

rectify the situation. The contracting authority reserves the right to verify that the

steps taken are appropriate and may require that additional steps be taken within a

specified deadline.

II.4.3 The contractor declares that it has not granted and will not grant, has not sought

and will not seek, has not attempted and will not attempt to obtain and has not

accepted and will not accept, any advantage, financial or in kind, to or from any

party whatsoever, when such advantage constitutes an illegal practice or involves

corruption, either directly or indirectly, in so far as it serves as an incentive or

reward relating to the performance of the contract.

II.4.4 The contractor shall pass on all the relevant obligations in writing to its personnel

and to any natural person with the power to represent it or take decisions on its

behalf and ensure that it is not placed in a situation which could give rise to

conflicts of interest. The contractor shall also pass on all the relevant obligations in

writing to third parties involved in the performance of the contract including

subcontractors.

ARTICLE II.5 – CONFIDENTIALITY

II.5.1 The contracting authority and the contractor shall treat with confidentiality any

information and documents, in any form, disclosed in writing or orally in relation

to the performance of the contract and identified in writing as confidential.

The contractor shall:

Contract number: EAC/27/2014

(a) not use confidential information and documents for any purpose other than fulfilling

its obligations under the contract without prior written agreement of the contracting

authority;

(b) ensure the protection of such confidential information and documents with the same

level of protection it uses to protect its own confidential information, but in no case

any less than reasonable care;

parties without prior written agreement of the contracting authority.

II.5.2 The confidentiality obligation set out in Article II.5.1 shall be binding on the

contracting authority and the contractor during the performance of the contract and

for five years starting from the date of the payment of the balance unless:

(a) the concerned party agrees to release the other party from the confidentiality

obligation earlier;

(b) the confidential information becomes public through other means than in breach of

the confidentiality obligation through disclosure by the party bound by that

obligation;

II.5.3 The contractor shall obtain from any natural person with the power to represent it

or take decisions on its behalf, as well as from third parties involved in the

performance of the contract, an undertaking that they will comply with the

confidentiality obligation set out in Article II.5.1.

ARTICLE II.6 – PROCESSING OF PERSONAL DATA

II.6.1 Any personal data included in the contract shall be processed pursuant to

Regulation (EC) 45/2001 of the European Parliament and of the Council of 18

December 2000 on the protection of individuals with regard to the processing of

personal data by the Community institutions and bodies and on the free movement

of such data. Such data shall be processed by the data controller solely for the

purposes of the performance, management and monitoring of the contract without

prejudice to its possible transmission to the bodies charged with monitoring or

inspection tasks in application of Union law.

II.6.2 The contractor shall have the right to access its personal data and the right to

rectify any such data. The contractor should address any queries concerning the

processing of its personal data to the data controller.

II.6.3 The contractor shall have right of recourse at any time to the European Data

Protection Supervisor.

II.6.4 Where the contract requires the processing of personal data by the contractor, the

contractor may act only under the supervision of the data controller, in particular

with regard to the purposes of the processing, the categories of data which may be

processed, the recipients of the data and the means by which the data subject may

exercise his rights.

II.6.5 The contractor shall grant its personnel access to the data to the extent strictly

necessary for the performance, management and monitoring of the contract.