ACT Of ENGAGEMENT

(Restricted consultation procedure / One-off contract)

This Act of Engagement lays down the terms and conditions of the contract

between the Provider, as described below) and the Council of Europe[1] for

the provision of Consultancy services as

NATIONAL COORDINATOR FOR THE JUSTROM PROGRAMME IN GREECE

The signature of this Act of Engagement by the tenderer alone shall not constitute or imply any sort of contractual commitment on the part of the Council of Europe. This Act shall become contractually binding only upon signature by a Council of Europe authorised staff member (see Section “Signature” on Page 3).

The tenderers are requested to:

1.     fill in the below sections “Contact details of the Provider” and “Bank details”;

2.     fill in the right column of the table of fees (See Section A on Page 2);

3.     sign the Act of Engagement (See Section B on Page 3) and send a signed and scanned copy to the Council, together with the other supporting documents (if any – see Tender File Section F).

Contact details of the Provider

Name and address

Representative

Contact person

VAT n° (if any)

Country and registration n° (if any)

Email (Contact person)

Phone number (Contact person)

Bank details

Account holder

Full bank account n°

IBAN Code

SWIFT Code

Bank name

Bank Address

Council of Europe

Contact Person

Isabela Mihalache

Email

[email protected]

Phone

+33 390212627

Contract No

FIMS PO No

CEAD No


A. Terms of reference / Description of the expected deliverables/services

The JUSTROM programme is a joint programme of the European Commission and the Council of Europe on Roma and Traveller women’s access to justice in Bulgaria, Greece, Ireland, Italy and Romania.

The JUSTROM programme aims to improve the access to justice of Roma and Traveller women in the five countries. As such, the programme aims to empower Roma and Traveller women to adequately address discrimination and other human rights violations committed against them, including early/forced marriage, trafficking, domestic violence, housing evictions, police abuse and hate crime by raising their awareness about discrimination, complaint mechanisms, the justice system and human rights institutions. The programme will provide legal information, advice, aid and/or representation through setting up two legal clinics/centres (located in Athens and Thessaloniki) and thus further facilitate access to court and court proceedings at national and international level. In addition, it will aim to enhance the capacity of the judiciary, law enforcement in the application of anti-discrimination standards with a focus on multiple discrimination, gender equality and Roma women. The programme will further increase the synergy and coherence between the institutional frameworks of the EU and Council of Europe, national Roma integration strategies and civil society initiatives. The Provider will be expected to provide the following deliverables:

Deliverables / Services expected  

Date due

Exclusion level

Monthly Fees

·  74 hours per month of national coordination for 15 months between 15 December 2016 and 15 March 2018, consisting of

-   Coordinating and following the implementation of the JUSTROM programme at national level between 15 December 2016 and 15 March 2018;

-   Informing the CoE Project Manager of any problems encountered by the experts (2 lawyers, 2 paralegals, 2 mediators) hired under the JUSTROM programme in Greece and in achieving the programme objectives;

-   Facilitating communication between lawyers, paralegals, mediators and national associate partners and the CoE Project Manager;

-   Providing assistance to the Council of Europe Project Manager in organising the project activities, whenever needed;

-   Assisting the CoE project manager in establishing the legal clinics in the two agreed locations by mid-January 2017;

-   Assisting the lawyers and paralegals to develop a monthly planning - to be approved by the CoE Project Manager - to achieve the project’s expected results;

-   Working with lawyers and paralegals to set up indicators based on the complaints filed and develop an unanimous data collection methodology for visitors of legal clinics (using the model developed by the Tallaght Roma Integration Project in Ireland) by mid-January 2017;

-   Organising meetings with project beneficiaries on awareness raising and empowerment in March, June and September 2017 together with the project mediators/facilitators, lawyers and key partners, in consultation with the Council of Europe Project Manager;

-   Supervising the work of the lawyers, paralegals, and mediators/facilitators contracted under the JUSTROM programme;

-   Distributing information or documentation to stakeholders and beneficiaries about the JUSTROM programme;

-   Attending the monitoring Committee meeting in June 2016 in Brussels;

-   Representing the Council of Europe before national associate partners and stakeholders, as instructed;

-   Promoting Council of Europe values;

-   Facilitating the visit of the experts conducting the independent project evaluation (January-March 2018).

·  Monthly narrative reports in English, including the national coordinator’s weekly diary, and  short description of the progress made by mediators/facilitators, paralegals and lawyers in line with established objectives, to be sent to the Council of Europe by the 20th of each month, as of January 2017;

·  Quarterly reports that will be more substantial and include collected data about the national implementation of the project to be sent to the Council of Europe by the last day of March, June, October 2017 and February 2018.

15 March 2018

740.00 per month

Prices are indicated in Euros without VAT.

Tenderers are invited to indicate their fee in this box.

B. Declaration of Agreement and Signature


I, the undersigned, acting on my own behalf or as a representative of the Provider indicated below, hereby:

-        declare having the authority to represent the Provider;

-        declare that the information provided to the Council under this procedure is complete, correct and truthful.

-        acknowledge, in signing this document, that I have been notified that if any of the statements made or information provided prove to be false, the Council reserves the right to exclude the tender concerned from the procedure or to terminate any existing contractual relations related to the latter;

-        express consent to any audit or verification that the Council may initiate by any means on the information provided under this procedure;

-        declare that neither I or the Provider I represent is in any of the situations listed in the exclusion criteria as reproduced in the Tender File;

-        undertake to update the Council with significant information changes within a reasonable time. Significant information changes include, but are not limited to change of legal status, ownership, name and address, loss of licence of registration, filing bankruptcy, suspension or debarment by any national or local governmental agency or assimilated;

-        accept without any derogation all the terms of the Legal Conditions as reproduced in the present document and understand that its signature shall constitute signature of the contract with the Council subject to the selection of the tender by the Council and the signature of this Act by a representative of the Council.

For the Provider

For the Council of Europe[2]

Signature

Provider

Signatory (Name, Function and Entity)

Signatory

Place of signature

In

Place of signature

In

Date of signature

___ / ___ / ______

Date of signature

___ / ___ / ______

% of advance payment requested (if any)

% of advance payment accepted (if any)

Signature

Signature

VAT Regime

Net fixed amount

VAT inclusive

VAT exclusive

Tenderers are invited to fill in this part, print the document, sign in the last box above and send a scan copy of the document to the contact person indicated on the 1st page of the Tender file.
C. Legal Conditions


Article 1 – General provisions

1.1 The Provider undertakes, on the conditions and in the manner laid down by common agreement hereafter excluding any accessory verbal agreement, to perform the list of services reproduced in the Terms of reference (see above) related to the present contract and in the tender submitted by the Provider.

1.2 The present contract is composed, by order of precedence, of:

a) the Act of Engagement, in its entirety (cover page, Sections A and B and the present Legal Conditions);

b) the tender submitted by the Provider.

1.3 – Any general purchasing terms and conditions of the Provider shall never prevail over these legal conditions. Any provision proffered by the Provider in its documents (general conditions or correspondence) conflicting with the clauses of these legal conditions shall be deemed void, except for any clauses which may be more favourable to the Council.

1.4   For the purposes of this Contract:

a) “Contract” shall refer to the documents described in 1.2, above;

b) “Council” shall mean the Council of Europe;

c) “Deliverables” or “Services” shall mean the deliverables or services as described in the Terms of reference;

d) “Parties” shall mean the Council and the Provider;

e) “Provider” shall mean the legal or physical person selected by the Council for the provision of the Services.

Article 2 – Duration

The contract is concluded until complete execution of the obligations of the parties and takes effect as from the date of its signature by both parties. The services shall be executed in accordance with the timeframe indicated in the Terms of reference or, by default, in the tender submitted by the Provider.

Article 3 – Obligations of the Provider

3.1 General obligations

3.1.1 The Provider bears sole responsibility for all the decisions made and the human, technical, logistic and material resources used in the context of the Contract in order to supply the services, with due respect for the Council of Europe’s needs and constraints, as contractually defined.

3.1.2 The Provider shall supply to the Council of Europe all the warnings and recommendations necessary particularly in terms of quality of services, security and compliance with professional standards. The Provider undertakes in particular to inform the Council of Europe as soon as it becomes aware, during the execution of the Contract, of any difficulty that might affect the proper execution of the Contract.

3.2 Intellectual services

3.2.1 The provisions of Articles 3.2.2 to 3.2.8 shall apply to the provision of intellectual services only.

3.2.2 Unless agreed otherwise by the Parties, any written documents prepared by the Provider under the contract shall be written in English and produced on a word processing file.

3.2.3 Unless agreed otherwise by the Parties, all written documents of more than 1,500 words shall be preceded or accompanied by a text summarising the subject and main conclusions and shall not, unless specifically required, exceed 5,000 words.

3.2.4 The Provider guarantees that the deliverables conform to the highest academic standards.

3.2.5 The Provider cedes irrevocably and exclusively to the Council throughout the entire world and for the entire period of copyright protection, all rights on the deliverable(s) produced as a result of the execution of the present contract. Such rights shall include in particular the right to use, reproduce, represent, publish, adapt, translate and distribute – or to have used, reproduced, represented, published, adapted, translated and distributed - in any country, in any language, in any form and on any kind of support, including on a CD-ROM or the Internet, the said deliverables, or any part thereof.

3.2.6 The Council reserves the right to exercise the above-mentioned rights for any purpose falling within its activities.

3.2.7 The Provider guarantees that use by the Council of the deliverable(s) produced as a result of the execution of the present contract will not infringe the rights of third parties. However, should the Council incur liability as the result of any such infringement; the Provider will compensate it in full for any damage it may suffer in consequence.

3.2.8 Notwithstanding the provision in Article 3.2.5 above, the Council may, on prior application by the Provider, authorise the Provider to use the deliverable(s) referred to above. When giving the Provider such authority, the Council will inform the Provider of any conditions to which such use may be subject.

3.3 Health and social insurance of the Provider or its employees

The Provider shall undertake all necessary measures to arrange for health and social insurance during the entire period of the performance of work under the contract. The Provider acknowledges and accepts in this regard that the Council shall not assume any responsibility for any health and social risks concerning illness, maternity or accident which might occur during the performance of work under the contract.

3.4 Fiscal obligations

The Provider undertakes to observe all applicable rules and to comply with his/her/its fiscal obligations in:

a) submitting a request for payment, or an invoice, to the Council in conformity with the applicable legislation;

b) declaring all fees received from the Council for tax purposes as required in his/her/its country of fiscal residence.

3.5  Loyalty and confidentiality

3.5.1 In the performance of the present contract, the Provider will not seek or accept instructions from any government or any authority external to the Council. The Provider undertakes to comply with the Council’s directives for the completion of the work, to observe absolute discretion regarding all service matters and to refrain from any word or act that may be construed as committing the Council.

3.5.2. The Provider shall observe the utmost discretion in all matters concerning the contract, and particularly any service matters or data that have been or are to be recorded that come to the Provider’s attention in the performance of the contract.  Unless obliged to do so under the terms of the contract, or expressly authorised to do so by the Secretary General of the Council, the Provider shall refrain at all times from communicating to any person, legal entity, government or authority external to the Council any information which has not been made public and which has come to the Provider’s notice as a result of dealings with the Council.  Nor shall the Provider seek to gain private benefit from such information.  Neither the expiry of the contract nor its termination by the Council shall lift these obligations.

3.6 Disclosure of the terms of the contract

3.6.1 The Provider is informed and gives an authorisation of disclosure of all relevant terms of the contract, including identity and price, for the purposes of internal and external audit and to the Committee of Ministers and to the Parliamentary Assembly of the Council with a view to these latter discharging their statutory functions, as well as for the purpose of meeting the publication and transparency requirements of the Council of Europe or its donors. The Provider authorises the publication, in any form and medium, including the websites of the Council of Europe or its donors, of the title of the contract/projects, the nature and purpose of the contract/projects, name and locality of the Provider and amount of the contract/project.

3.6.2 Whenever appropriate, specific confidentiality measures shall be taken by the Council to preserve the vital interests of the Provider.

3.7 Use of the Council of Europe’s name

The Provider shall not use the Council’s name, flag or logo without prior authorisation of the Council.

3.8 Other obligations

3.8.1 In the performance of the present contract, the Provider undertakes to comply with the applicable principles, rules and values of the Council.

3.8.2 The Staff Regulations and the rules concerning temporary staff members shall not apply to the Provider.

3.8.3 Nothing in this contract may be construed as conferring on the Provider the capacity of a Council of Europe staff member or employee.

Article 4 – Fees, expenses and mode of payment

4.1 Fees

4.1.1 In return for the fulfilment by the Provider of its obligations under the contract, the Council undertakes to pay the Provider fees in Euros (unless otherwise provided in the Terms of reference), as indicated in the Provider’s offer, the VAT regime being specified in the Terms of reference.

4.1.2 Amounts are final and not subject to review.

4.2 VAT

4.2.1 Should the services be taxable in France, and the Provider be established in France, the amount invoiced shall be VAT inclusive.

4.2.2 Should the services be taxable in another EU country, and unless otherwise agreed between the Parties, the Council will provide the Service Provider with an exemption certificate prior to the signature of the contract. The exemption certificate sent by the Council of Europe should be retained by the Service Provider and presented to the relevant tax authorities to justify tax-free invoicing. In accordance with Article 2 b) of Council Directive 2001/115/EC, the following should be stated in the invoice: “Intra-Community service to an exempted organisation: Articles 143 and 151 of Council Directive 2006/112/EC” and should indicate the final total amount excluding VAT. In case the CoE will not be in a position to provide the said certificate, the Council will pay the invoice with VAT included. 

4.2.3 Should the services be taxable in a non-EU country, the amount invoiced will not include VAT if the local (national) legislation allows for it, or if the Council of Europe enjoys tax exemption through other means in the country concerned. Otherwise, it shall include VAT.

4.2.4 For the provision of “online services”, should the Provider be established either in an EU country (other than France) or in a non-EU country, the invoiced amount shall include French VAT at the applicable rate. The invoice shall indicate the total amount without taxes, the rate and the amount of the VAT and the total amount ‘all tax included’. The invoice shall also stipulate the following statement: “Intra-community service: French VAT collected by the Service Provider and paid to the Mini One-Stop shop in [Address/Country]”.

4.3 Invoicing and payment

4.3.1 Upon acceptance of the deliverable[s] by the Council, the Provider shall submit an invoice or a request for payment in triplicate and in Euros (unless otherwise agreed) in conformity with the applicable legislation.

4.3.2 Before accepting the deliverable(s), the Council reserves the right to ask the Provider to submit any other document or information that may serve the purpose of establishing that the Contract has been duly executed.

4.3.3 In the case of event organisation, the Provider shall in any case submit any document that proves that the event took place, including but not limited to an attendance sheet broken down into half days specifying the location, date(s) and time(s) of the event(s) or activity(ies), to be individually signed by each participant and the Provider.

4.3.4 The payment for the services to be paid by the Council shall be made within 60 calendar days of submission of the invoice described in Article 4.3.1, subject to the submission of the deliverable(s) described in the Terms of reference and its/their acceptance by the Council.

4.3.5 In case an advance payment is foreseen, the percentage as agreed by the Council (in the box on page 1) of the fees referred to in Article 4.1, should be paid within 60 calendar days upon signature of the Contract.

4.4 Other expenses

4.4.1 In the event of the Provider being required to travel for the purposes of the contract, the Council also undertakes, provided the Provider has obtained its prior agreement to reimburse travel and subsistence allowances in compliance with the Council’s applicable Rules.

4.4.2 Travel expenses will be reimbursed on the basis of the rail fare (first class) or air fare (tourist class) upon presentation of a request for payment supported by the relevant vouchers. Subsistence expenses (including travel expenses within the locality visited) will be reimbursed at the applicable daily rate.

4.4.3 In the event of the Provider being required to travel for the purposes of the contract, the duration of the Provider’s travel and stays will be covered by an insurance policy with the insurers CHARTIS (Policy No. 2.004.761). A telephone helpline is available in case of emergency (+ 32 (0)3 253 69 16). The said insurance will cover specific risks related to travel and stay of the Provider (including medical costs related to unforeseen illness or accident, repatriation, death, cancellation of journey or flight, theft or loss of personal possessions). The insurance policy does not cover persons over 75 years of age.

Article 5 - Breach of contract

5.1 In the event that the Provider does not satisfy the conditions laid down in this contract or those resulting from any modifications duly accepted in writing by both parties, in accordance with the provisions of Article 6 below, or the services provided as referred to under Article 1.1 do not reach a satisfactory level, the Council shall consider there to have been a breach of contract and may consequently refuse to pay in all or in part to the Provider the amounts referred to in Article 4.1 above.

5.2 In the cases described in paragraph 5.1 above, the Council reserves further, at any moment and further to prior notification to the Provider, the right to terminate the contract. In case of termination, the Council shall pay only the amount corresponding to the services actually and satisfactorily provided at the time of termination of the contract and shall request reimbursement of the sums already paid for services not provided.

5.3 The outstanding sums shall be paid to the Council’s bank account within 60 calendar days from the notification in writing by the Council to the Provider regarding the outstanding sums to be paid.

Article 6 - Modifications

6.1 The provisions of this contract cannot be modified without the written agreement of both parties.

6.2 Any modification shall not affect elements of the contract which may distort the initial conditions of the tendering procedure or give rise to unequal treatment between the tenderers.

6.3 This contract may not be transferred, in full or in part, for money or free of charge, without the Council’s prior authorisation in writing.

6.4 The Provider may not subcontract all or part of the services without the written authorisation of the Council.

Article 7 - Case of force majeure

7.1 In the event of force majeure, the parties shall be released from the application of this contract without any financial compensation. Force majeure is defined as including the following: major weather problems, earthquake, strikes affecting air travel, attacks, a state of war, health risks or events that would require the Council or the Provider to cancel the contract.

7.2 In the event of such circumstances each party shall be required to notify the other party accordingly in writing, within a period of 7 calendar days.

Article 8 - Communication between the parties

8.1The Contact point within the Council of Europe is indicated on the cover page of the Act of Engagement (See page 1 above).

8.2 The Provider can be reached through the means indicated in the Act of Engagement (see page 1 above).

8.3 Any communication is deemed to have been made when it is received by the receiving party, unless the Contract refers to the date when the communication was sent.

8.4 Electronic communication is deemed to have been received by the receiving party on the day of successful dispatch of that communication, provided that it is sent to the addressees listed in paragraphs 1 and 2 above. Dispatch shall be deemed unsuccessful if the sending party receives a message of non-delivery. In this case, the sending party shall immediately send again such communication to any of the other addresses listed in paragraphs 1 and 2 above. In case of unsuccessful dispatch, the sending party shall not be held in breach of its obligation to send such communication within a specified deadline, provided the communication is dispatched by another means of communication without further delay.

8.5 Mail sent to the Council using the postal services is considered to have been received by the Council on the date on which it is registered by the department identified in paragraph 1 above.

8.6 Formal notifications made by registered mail with return receipt or equivalent, or by equivalent electronic means, shall be considered to have been received by the receiving party on the date of receipt indicated on the return receipt or equivalent.

Article 9 –Acceptance

The provision of deliverables referred to in this contract shall be the subject of a written acceptance procedure. If acceptance is refused, the Council shall inform the Provider accordingly, giving reasons, and may set new modalities for the provision of the deliverables. If acceptance is refused again, the Council may terminate the Contract in whole or in part without previous notice and without paying any financial compensation.

Article 10 – Changes in the Provider’s situation or standing

10.1 The Service Provider shall inform the Council without delay of any changes in their address or legal domicile or in the address or legal domicile of the person who may represent them.

10.2      The Service Provider shall inform also inform the Council without delay:

a)     if they are involved in a merger, takeover or change of ownership or there is a change in their legal status;

b)      where the Service Provider is a consortium or similar entity, if there is a change in membership or partnership.

c)      if they are sentenced by final judgment on one or more of the following charges: participation in a criminal organisation, corruption, fraud, money laundering;

d)      if they are in a situation of bankruptcy, liquidation, termination of activity, insolvency or arrangement with creditors or any like situation arising from a procedure of the same kind, or is not subject to a procedure of the same kind;

e)      if they have received a judgment with res judicata force, finding an offence that affects their professional integrity or serious professional misconduct;

f)      If they do not comply with his obligations as regards payment of social security contributions, taxes and dues, according to the statutory provisions of their country of legal domicile;

g)     If they are or are likely to be in a situation of conflict of interests.

Article 11 - Disputes

11.1 Any dispute regarding this Contract shall - failing a friendly settlement between the Parties - be submitted to arbitration.

11.2 The Arbitration Board shall be composed of two arbitrators each selected by one of the parties, and of a presiding arbitrator, appointed by the other two arbitrators; in the event of no presiding arbitrator being appointed under the above conditions within a period of six months, the President of the Tribunal de Grande Instance of Strasbourg shall make the appointment.

11.3 Alternatively, the parties may submit the dispute for decision to a single arbitrator selected by them by common agreement or, failing such agreement, by the President of the Tribunal de Grande Instance of Strasbourg.

11.4 The Board referred to in paragraph 2 of this Article or, where appropriate, the arbitrator referred to in paragraph 3 of this Article, shall determine the procedure to be followed.

11.5 If the parties do not agree upon the law applicable the Board or, where appropriate, the arbitrator shall decide ex aequo et bono having regard to the general principles of law and to commercial usage.

11.6 The arbitral decision shall be binding upon the parties and there shall be no appeal from it.

Article 12 - Addresses and bank details of the parties

The bank details of the Provider are indicated in the Act of Engagement. The bank details of the Council of Europe are the following:

Bank address: F-67075 Strasbourg Cedex, France

Bank name:  Société Générale Strasbourg

Code IBAN:  FR76 30003 02360 001500 1718672

SWIFT Code:  SOGEFRPP




[1] Which has its seat Allée de l’Europe, 67075 Strasbourg Cedex, France

[2] On behalf of the Secretary General of the Council of Europe.