ICT Framework Contract
ICT Framework Contract
Contract No. 2013/PO/EJ/……/6
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ICT Framework Contract
Table of Contents
Parties
The Parts of the Contract
Preamble
Section I. Special Conditions
Article I.1 - Subject
Article I.2 – Duration
Article I.3 - Contract prices
Article I.4 - Implementation of the Contract
Article I.5 - Payment periods
Article I.6 - General administrative provisions
Article I.7 - Applicable law and settlement of disputes
Article I.8 – Use of the results
Article I.9 - Termination by either Contracting Party
Other special conditions
Article I.10 - Specific derogationto II General Conditions
Article I.11 - Specific derogations to III General Terms and Conditions for Information Technologies Contracts
Article I.12 - Specific definitions
Article I.13 - Specific quality standards
Article I.14– Specific maintenance security rules
Article I.15– Specific helpdesk action procedures
Article I.16 – Other specific conditions
Section II General Conditions
Article II.1 - Procedures for performing the Contract
Article II.2 – Liability
Article II.3 - Conflict of interest
Article II.4 - Liquidated damages
Article II.5 - Invoicing and payments
Article II.6 - General provisions concerning payments
Article II.7 – Recovery
Article II.8 - Taxation
Article II.9 - Force majeure affecting the Contract or the specific Contract(s)/Order Form(s)
Article II.10 – Subcontracting
Article II.11 - Assignment
Article II.12 - Termination by Eurojust
Article II.12.a - Substantial errors, irregularities and fraud attributable to the Contractor
Article II.13 - Data protection
Article II.14 - Checks and audits
Article II.15 - Amendments
Article II.16 - Confidentiality
Article II.17 - Ownership of the results – intellectual and industrial property
Article II.18 - Use, distribution and publication of information
Article II.19 - Suspension of the Contract
Section III General Terms and Conditions for Information Technologies Contracts
Article III.1 - Common administrative provisions
Article III.2. Common Technical Provisions
Article III.3 - Specific Provisions relating to the Purchase of Complex hardware products
Article III.4 - Specific Provisions relating to the Purchase of other than Complex hardware products
Article III.5 - Specific provisions relating to licensed software
Article III.6 - Specific Provisions relating to Hardware and Software Maintenance
Article III.7 - Specific Provisions relating to all Informatics Services
Article III.8 – Specific provisions relating to development and maintenance of Commissioned Software
Article III.9 - Specific Provisions relating to training organized for Eurojust
Article III.10 Specific provisions relating to documentation produced for Eurojust
Annex I – Specifications
Annex II - Contractor's Tender
Annex IIISpecific Contract and Order form
Annex IV: Financial Identification Form and Legal Entity Form
Annex V: Instructions, Terms and Conditions for Companies Performing Services at the Premises (The Haagse Arc and the Haagse Veste 1) of the International Criminal Court and Eurojust
Parties
Eurojust,
represented for the purposes of the signature of this Contract by Mr. Klaus Rackwitz, Administrative Director,
of the one part,
and
[official name in full]
[official legal form][1]
[statutory registration number][2]
[official address in full]
[VAT registration number]
(hereinafter referred to as the “Contractor"[3]), represented for the signature of this Contract by [name in full and function],
[The parties identified above and hereinafter collectively referred to as ‘the Contractor’ shall be jointly and severally liable vis-à-vis Eurojust for the performance of this Contract.]
of the other part
(hereinafter referred to individually as the “Party"/”Contracting Party” and collectively as the “Parties"/”Contracting Parties”)
HAVE AGREED
The Parts of the Contract
the I Special Conditions, the II General Conditions and the III General Terms and Conditions for Information Technologies Contracts, and the following Annexes:
Annex I: Technical Specifications (Invitation to Tender No. 2013/PO/EJ/6 of [insert date], including clarifications before the deadline for submission of tenders
Annex II: Contractor's Tender (Part I – technical proposal and Part II - financial proposal and Part III - clarifications during evaluation) of [insert date]
Annex IIISpecific Contract and Order form
Annex IV:Financial Identification Form and Legal Entity Form
Annex V:Instructions, Terms and Conditions for Companies Performing Services at the Premises (The Haagse Arc and the Haagse Veste 1) of the International Criminal Court and Eurojust)
Annex VI:Service Level Agreement
which form an integral part of this Framework Contract (hereinafter referred to as “the Contract”).
The Parties have agreed upon the following:
- The terms set out in the Special Conditions and in the Service Level Agreement 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 General Terms and Conditions for Information Technologies Contracts.
- The terms set out in the General Terms and Conditions for Information Technologies Contracts shall take precedence over those in the Annexes of the Contract except for the Service Level Agreement.
- The terms set out in the Contract shall take precedence over those in the Specific Contracts and Order Forms.
- The terms set out in the TechnicalSpecifications (Annex I) shall take precedence over those in the Contractor’s Tender (Annex II).
Subject to the above, the several instruments forming part of this Contract are to be taken as mutually explanatory. Ambiguities or discrepancies within or between such parts shall be explained or rectified by a written instruction issued by Eurojust, subject to the rights of the Contractor under Article I.7 should he dispute any such instruction.
Preamble
On ../../20.., Eurojustpublished, in the Official Journal of the European Union, a call for tenders under reference n°2013/PO/EJ/6, for Computer systems and related services.This Framework contract contains all the conditions for concluding and executing Specific Contracts. Please note that reference to Specific Contracts in the different parts of the Framework contract may be understood, where relevant, as references to Order Forms.
Section I. Special Conditions
Article I.1 - Subject
I.1.1The subject of the Contract is the supply of computer systems and related services.
The Products and Services covered by this Contract are listed in Annex I and Annex II.
I.1.2Upon implementation of the Contract, the Contractor shall supply the Products and shall provide the Services related to them [execute the tasks] in accordance with Annex I and Annex II.
I.1.3The Contract does not confer on the Contractor any exclusive right to supply the Products and/or provide the Services referred to in the above paragraph.
I.1.4Signature of the Contract imposes no obligation on Eurojust to purchase. Only the implementation of the Contract through Order Forms and Specific Contracts is binding on Eurojust.
I.1.5All Specific Contracts and Order Forms implementing the Contract shall conform to the terms set out therein.
Article I.2 – Duration
I.2.1The Contract shall enter into force [on the date on which it is signed by the last contracting party][4] / [on [insert date]if it has already been signed by both Contracting Parties][5].
I.2.2Under no circumstances may implementation take place before the date on which the Contract enters into force. Specific Contracts and Order Forms may under no circumstances be placed before the date on which the Contract enters into force.
I.2.3With regard to the purchase of products the Contract is concluded for a period of two (2) years with effect from the date on which it enters into force. Unless otherwise indicated, this contractual period and all other periods specified in the Contract are calculated in calendar days.
The Contract shall be renewed automatically up to a maximum of two (2) times each time for a period of twelve (12) months, under the same conditions unless written notification to the contrary is sent by one of the Contracting Parties and received by the other at least three (3) months before expiry of the period indicated in Article 1.2.3. Renewal does not imply any modification or deferment of existing obligations. [6]The renewal of the duration of the acquisition also automatically renew the duration of the maintenance with the same period.
I.2.4With regard to the purchase of services the Contract is concluded for a period of four (4) years with effect from the date on which it enters into force. Unless otherwise indicated, this contractual period and all other periods specified in the Contract are calculated in calendar days.
The Contract shall be renewed automatically up to a maximum of three (3) times each time for a period of twelve (12) months, under the same conditions unless written notification to the contrary is sent by one of the Contracting Parties and received by the other at least three (3) months before expiry of the period indicated in Article 1.2.3. Renewal does not imply any modification or deferment of existing obligations. [7]The renewal of the duration of the acquisition also automatically renew the duration of the maintenance with the same period.
I.2.5The Specific Contracts/Order Forms pursuant to the Contract shall be signed before the Contract which it refers to expires. The Contract shall continue to apply to Specific Contracts/ Order Forms executed after the Contract expires. Such Specific Contracts/ Order Forms shall be executed no later than six (6) months after expiry of the Contract.
Article I.3 - Contractprices
I.3.1The maximum budget for the implementation of this Contract shall be [amount in figures and in words]. However, this must in no way be construed as a commitment on the contracting authority to purchase for the maximum amount.
The prices of this Contract shall be as listed in the Contractor’s proposal (Annex II).
The price indicated in the Specific Contract or Order Form covers any fees payable to the Contractor in relation to the vesting of rights in Eurojust and where applicable the transfer of rights to Eurojust and any use of the results by Eurojust.
I.3.2Prices shall be expressed in euros.
I.3.3The Contractor must commit itself to updating the prices for supplies at least once every six months, and to providing models and their options and extensions at a price whose relationship to the prevailing market price for equivalent items remains constant. In updating its price list, prices may be reduced at any time, but never increased.
I.3.4Official price list
The Contractor awards a discount,as indicated in the Contractors proposal Annex II, to Eurojust in relation to their Official prices list.
The Official price list will be updated every [complete frequency]. Once the update of Official price list is made available to Eurojust, Eurojust must accept or refuse it within [complete].
In addition to providing Eurojust with the [paper version] of the Official price list, the Contractor is required to provide them in [complete; i.e. CDROMS etc]
The Official price list will be available [complete – if the list is available only on a limited basis or to a restricted sector of the public, the contractor must give precise indications as to how it will be made available to Eurojust] ]
I.3.5Prices for items, which are neither listed in the Tender Specifications (Annex I) nor in the Contractor’s technical and financial proposal (Annex II) but which nevertheless fall within the same scope of this Contract, must beincluded in the contractors official price list and the relevant Eurojust discount must be applied.
Article I.4 - Implementation of the Contract[8]
For supplies and maintenance
I.4.1Within three (3) working days after request of an Order Form being sent by Eurojust, the Contractor shall return it, duly signed. The period allowed for theexecution of the Order shall start to run on the date of the signature of the OrderForm by the last Contracting Party, unless a different date is indicated on the Order Form.
For Services:
I.4.2Within five (5) working days of a request for Services being sent by Eurojust, the Contractor shall return the completed formal offer duly signed and dated.
The period allowed for the execution of the tasks shall start to run on the date of the signature of the Specific Contract by the last Contracting Party, unless a different date is indicated in the Specific Contract.
Article I.5 - Payment periods
Payments under the Contract shall be made in accordance with Article II.5 which is complemented by Art III.1.5 and the provisions of the Specific Contracts (Annex III). Payments shall be executed only if the Contractor has fulfilled all his contractual obligations by the date on which the invoice is submitted. Payment requests may not be made if payments for previous Orders or Specific Contracts have not been executed as a result of default or negligence on the part of the Contractor.
I.5.1Interim Payment and Payment of the balance:
Notwithstanding the provisions of the Specific Contract, the request for payment of the balance of the Contractor shall be admissible if accompanied by
-the relevant invoices, indicating the reference number of the Contract and of the Order Form or Specific Contract to which they refer.When payment is linked to acceptance, a copy of supporting documents, the relevant documents indicated in the Specific Contract, shall be attached to the invoice.
Within thirty (30) days of the date of receipt of the relevant invoice, payment corresponding tothatinvoice shall be made.
I.5.2 In the event of its budget not being adopted, Eurojust may, after giving prior notice, pay invoices by monthly instalments. In such cases, Eurojust shall notify the Contractor once it is in a position to resume normal payment arrangements.
I.5.3Performance guarantee
Not applicable
I.5.4Bank Account
Payments shall be made to the Contractor’s bank account denominated in Euro, stated in the Financial Identification Form (Annex IV).
Article I.6 - General administrative provisions
Any communications relating to the Contract shall be made in writing and shall bear the number of the Contract and, if applicable, of the Specific Contract/Order Form. Ordinary mail shall be deemed to have been received by Eurojust on the date on which it is registered by the department responsible indicated below. Communications shall be sent to the following addresses:
For Eurojust:
Correspondence (other than invoices) shall be sent to:
Eurojust
Attn:......
P.O. Box: 16183
2500 BD The Hague
The Netherlands
e-mail: ......
tel.: ......
Invoices shall be sent to:
Eurojust
Budget, Finance & Procurement Unit
P.O. Box: 16183
2500 BD The Hague
The Netherlands
For the Contractor:
Mr/Mrs/Ms name of contact person
Function
Company name
Official address in full
e-mail:
tel.:
fax:
Article I.7 - Applicable law and settlement of disputes
I.7.1The Contract shall be governed by European Union law, complemented, where necessary by the national substantive law of Kingdom of the Netherlands.
I.7.2Any dispute between the parties resulting from the interpretation or application of the Contract which cannot be settled amicably shall be brought before the courts of the Kingdom of the Netherlands.
Article I.8 – Use of the results
Not applicable
Article I.9 - Termination by either Contracting Party
Either contracting Party may, of its own volition and without being required to pay compensation, terminate the Contract by serving 6 (six) months formal written prior notice. Should Eurojust terminate the Contract, the Contractor shall only be entitled to payment corresponding to the goods or services ordered before the termination date, provided that they have been duly delivered in conformity with the Contract and the relative Order Forms and Specific Contracts. On receipt of the letter terminating the Contract, the Contractor shall take all appropriate measures to minimise costs, prevent damage, and cancel or reduce his commitments. He shall draw up the documents required by the Contract for the goods delivered and Services rendered up to the date on which termination takes effect, within a period not exceeding sixty (60) days from that date.
Other special conditions
Article I.10 - Specific derogation to II General Conditions
II.4 Liquidated damages
By derogation from Art. II .4 of Part II – General Conditions, the liquidated damages foreseen in the Service Level Agreement will prevail over the liquidated damages in Art. II.4.
For all other cases, Art. II.4 is applicable.
The first paragraph of Art II. 4 shall be modified as follows:
“Should the Contractor fail to perform his obligations under the Contract within the time limits set by the Contract, then, without prejudice to the Contractor's actual or potential liability incurred in relation to the Contract or to Eurojust's right to terminate the Contract, Eurojust may decide to impose liquidated damages per calendar day of delay according to the following formula:
0.3 x (V/d)
V is the price of the relevant purchase;
d is the lead time allowed for delivery specified in the relevant order form or specific contract expressed in days.
The liquidated damages shall not exceed 100% of the amount of the order form/ specific contract.”
Article I.11 - Specific derogations to III General Terms and Conditions for Information Technologies Contracts
Not applicable.
Article I.12 - Specific definitions
Not applicable.
Article I.13 - Specific quality standards
I.13.1Specific quality requirements will be stated in a Service Level Agreement which will form integral part of the Special Conditions of the Framework contract.
The Contractor will provide a fully workable Service Level Agreement based on the one provided within the Tender, at its own expense, within a maximum period of 15 calendar days from signature of the Contract. Subject to Eurojust’s approval within 15 calendar days from its reception, the approved Service Level Agreement may replace the existing one by way of Amendment and it will form an integral part of it.
First payment under the Contract is subject to the approval of the Service Level Agreement
I.13.2In conformity with Article III.2.1.6 of the General Terms and Conditions for Information Technologies Contracts, the Contractor shall undertake a trial period of three (3) months in order to proof full compliance with the quality standards provided in the Framework Contract, and notably in relation with the Service Level Agreement. As provided in Article III.2.1.6 of the General Terms and Conditions for Information Technologies Contracts, the Framework contract may be terminated where the overall quality of performance is substandard.
Article I.14– Specific maintenance security rules
I.14.1 Security and safety rules
The Contractor undertakes to comply with the security and safety rules in place in Eurojust. Any specific security requirements may be notified by Eurojust to the Contractor at any time during the performance of the Contract.