Type of contract:	Framework contract 2 (two) lots
Type of tendering procedure:	International public call for tenders.

ACT OF ENGAGEMENT

(FRAMEWORK CONTRACT)

Call for tenders

For the provision of consultancy services as lawyers/solicitors

for the JUSTROM programme in Ireland

2017/AO/01

INSTRUCTIONSTO THE TENDERERS

ü  Complete the table under Article 2.2 ü  Complete Article 7 (by ticking the appropriate boxes) ü  Complete the table under Article 8.1 (by indicating name, place of signature and date) ü  Print two copies of the Act of Engagement once completed and sign them (in the appropriate box under Article 8.1) ·      Attach one set of all the requested documents (see Article 6) ·      Send these documents to the Tenders Board of the Council of Europe (See modalities on the final check-list on the last page of the tender file) ·       Selected tenderers will receive one copy of the Act of Engagement signed by the Council of Europe / Rejected tenderers will be informed in writing.

 

ARTICLE 1 – OBJECT OF THE FRAMEWORK CONTRACT

This tendering procedure is an international public call for tenders.

 It aims at concluding a framework contract for the provisions of consultancy services as lawyers/solicitors for the JUSTROM programme in Ireland.

ARTICLE 2 – IDENTIFICATION OF THE PARTIES

2.1           Details of the buying entity:

Council of Europe

Directorate General for Democracy – DGII

Support Team to the Special Representative of the Secretary General for Roma Issues

2.2           Details of the Provider:

(The Provider shall complete the following table)

CONTACT DETAILS	Name and Address ►	Click here to enter the official name (and surname if the Provider is a natural person) Click here to enter the full address	VAT number ►	Click here to enter VAT number (if any)
			Country of registration ►	Click here to enter the country of registration (if applicable)
			Registration number ►	Click here to enter the registration number (if applicable)
			Email ►	Click here to enter the email address of the Provider
	Phone number ►	Click here to enter phone number(s) of the Provider, with international dialling code	Fax number ►	Click here to enter fax number(s) of the Provider, with international dialling code
BANK DETAILS	Account holder ►	Click here to enter account holder	Full bank account number (RIB) ►	Click here to enter full bank account number (RIB)
	IBAN Code ►	Click here to enter IBAN Code.	SWIFT Code ►	Click here to enter SWIFT Code
	Bank name ►	Click here to enter the bank name	Bank address ►	Click here to enter the bank address

ARTICLE 3 – DURATION OF THE FRAMEWORK CONTRACT

3.1           Duration

The contract is concluded until 15 December 2017 or exactly 10 months from the start date of implementation, whichever is later. The contract takes effect as from the date of its signature by both parties. The contract is non-renewable.

ARTICLE 4 – PERIOD OF VALIDITY OF THE TENDERS

The Provider agrees with the period of validity of the tenders as specified in Article 3 of the Tender Rules (See Part II of the tender file).

ARTICLE 5 – DECLARATIONS OF THE PROVIDER

5.1 Accuracy and reliability of information submitted

The Provider agrees that the information provided in the tender may be audited by the Council of Europe or verified by any means.

The Provider undertakes to update Council of Europe 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 license of registration, filing bankruptcy, suspension or debarment by any national or local governmental agency or equivalent.

The Provider agrees that failure to provide accurate and reliable information required by this Act of Engagement may result in the exclusion of the tender from the tendering procedure and/or terminating all contracts or agreements signed as a result of the tendering procedure.

5.2 Exclusion criteria

The Provider declares that:

·       They have not been sentenced by final judgment on one or more of the following charges: participation in a criminal organisation, corruption, fraud, money laundering;

·       They are not 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 subject to a procedure of the same kind;

·       They have not received a judgment with res judicata force, finding an offence that affects their professional integrity or serious professional misconduct;

·       They do comply with their obligations as regards payment of social security contributions, taxes and dues, according to its applicable statutory provisions.

ARTICLE 6 – DOCUMENTS TO BE SUBMITTED

The Provider declares being informed that its tender will only be assessed if it contains the following documents:

- Two completed and signed copies of the Act of Engagement;

- A table of fees, duly completed, as attached to the Act of Engagement;

- A detailed CV, preferably in Europass format, demonstrating clearly that the tenderer fulfils the eligibility criteria;

- A motivation letter, indicating which of the two legal clinics should be preferable and why;

- A document describing the methodology proposed, including a weekly work plan for the first month;

- 2 (two) referees' contact details.

ARTICLE 7 – LOTS

The Provider declares that he/she submits a tender for the following lot(s):

(The Provider shall tick the box(es) corresponding to the lot(s) he/she tenders for.  He/she can tender for one or both lots.

ARTICLE 8 – SIGNATURE OF THE PARTIES

1. For the Provider		2. For the Council of Europe
By signing the Act of Engagement, the Provider accepts without conditions all the terms of the Legal Terms and Conditions listed below, provisions of which are not negotiable.			On behalf of the Secretary General of the Council of Europe
Name of the Provider ►	Click here to enter the name of the Provider		Name of the person entitled to sign on behalf of the Secretary General:
Name of the Signatory* ►	Click here to enter the name of the signatory
Place of signature ►	Click here to enter the place of signature		Place of signature:
Date of Signature ►	Click here to enter the date		Date of Signature:
Signature ►			Signature:
			Ranking of the Provider, per lot	Lot 1	____ out of ____
				Lot 2	____ out of ____

 TABLE OF FEES

(Please indicate the proposed hourly fee. Incomplete tables will not be considered)

HOURLY FEE (in Euros without taxes) ▼ Indicate in this column your proposed hourly fee, without exceeding the exclusion level indicated in the next column.	EXCLUSION LEVEL ▼ Tenders proposing a fee above the exclusion level will be entirely and automatically excluded from the tender procedure.
Click here to enter  the proposed hourly fee	100

LEGAL TERMS AND CONDITIONS

GENERAL CONDITIONS – INTELLECTUAL SERVICES

ARTICLE 1 – LEGAL STATUS OF THE COUNCIL OF EUROPE AND OF THE SERVICE PROVIDER

a)      Pursuant, inter alia, to the Statute of the Council of Europe and to the General Agreement on Privileges and Immunities of the Council of Europe, the Council of Europe has legal personality. The Council of Europe enjoys such privileges and immunities as are necessary for the fulfilment of its functions. Nothing in the Contract shall be interpreted as a waiver of the Privileges and Immunities of the Council of Europe.

b)      The Service Provider’s personnel or any person acting on its behalf shall, while on the premises of the Council of Europe, comply with the Council of Europe Rules and those generally applicable relating to safety, public security and order^[1] as well as other rules indicated in the Special conditions.^[2]

c)      The Service Provider guarantees that its personnel or any person acting on its behalf fully respect the terms of the Contract. 

d)      The Service Provider shall have the legal status of an independent service provider vis-à-vis the Council of Europe, and nothing contained in or relating to the Contract shall be construed as establishing or creating between the Parties the relationship of employer and employee or of principal and agent. The officials, representatives, employees, or subcontractors of each of the Parties shall not be considered in any respect to be employees or agents of the other Party and each Party shall be solely responsible for all claims arising out of or relating to its relationship with such persons or entities.

ARTICLE 2 – APPLICATION OF THE GENERAL CONDITIONS

The provisions of these General Conditions shall apply to all contracts for the supply of intellectual services entered into by the Council of Europe. They may, however, be supplemented or modified by special conditions.

ARTICLE 3 – PRECEDENCE CLAUSE

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

ARTICLE 4 – DEFINITIONS AND INTERPRETATION

For the purposes of these General Conditions:

a)      "Contract" shall mean the present General Conditions as well as any other documents mentioned as contractual documents in the Act of Engagement;

b)      "Council" shall mean the Council of Europe;

c)      "Service Provider" shall mean the legal or physical person selected by the Council for the provision of intellectual services;

d)       References to any gender include both genders. References to a person include any physical or legal persons.

ARTICLE 5 – INTELLECTUAL PROPERTY RIGHTS 

a)      The Service Provider shall assign all intellectual property rights^[3] over the deliverables as described in the technical specifications to the Council on an exclusive basis and without any temporal and geographical limitations. 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 language, in any form and on any kind of support, including on a CD-ROM or the internet, the deliverables, or any part thereof. The Council reserves the right to exercise the above-mentioned rights for any purpose falling within its activities.

b)      The Council may, on prior application by the Service Provider, authorise the Service Provider to use the deliverables. When giving the Service Provider such authorisation, the Council will inform the Service Provider of any conditions to which such use may be subject.

c)      The Service Provider guarantees that use by the Council of the deliverables supplied under the contract will not infringe the rights of third parties. In the event of any dispute or litigation involving an alleged violation of a third party’s intellectual property rights, the Service Provider shall at his own cost endeavour so far as is possible to settle the dispute or litigation and shall, if requested by the Council and for so long as that request is not revoked, be responsible for conducting the defence in respect of all proceedings. However, under no circumstances may the Service Provider institute judicial proceedings in the name of the Council. The Service Provider shall keep the Council fully informed of the progress of such dispute or litigation and shall bear all expenses, costs and compensation payable to any third party pursuant to a court order, arbitration award or negotiated settlement. In the event that any claim by a third party relating to the alleged violation of its intellectual property rights results in the Council suffering damage or loss, the Council shall be entitled to full compensation from the Service Provider for such damage or loss.

ARTICLE 6 – WARRANTIES

The Service Provider guarantees that the deliverables conform to the technical specifications/terms of reference.

ARTICLE 7 – LOYALTY OF THE SERVICE PROVIDER

In the performance of the present contract, the Service Provider will not seek or accept instructions from any government or any authority external to the Council. The Service 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.

ARTICLE 8 – CONFIDENTIALITY

The Service 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 Service 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 of Europe, the Service 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 Service Provider's notice as a result of dealings with the Council. Nor shall the Service 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.

ARTICLE 9 – DISCLOSURE OF THE TERMS OF THE CONTRACT

a)      The Service 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 Service 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 Service Provider and amount of the contract/project.

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

ARTICLE 10 – USE OF THE COUNCIL OF EUROPE'S NAME

The Service Provider shall not use the Council's name, or logo or the European emblem without prior authorisation of the Secretary General of the Council of Europe.

ARTICLE 11 – FISCAL OBLIGATIONS OF THE SERVICE PROVIDER

The Service Provider undertakes to observe any applicable law and to comply with his fiscal obligations in conformity with the legislation of the Service Provider's country of fiscal residence, in submitting an invoice to the Council in conformity with the applicable legislation, or a request of payment in the case of Service providers who are not subject to VAT.

ARTICLE 12 – PRICE/FEE

The prices/fees shall be stated in euros.

ARTICLE 13 – AMENDMENTS TO THE CONTRACT

a)      The provisions of the contract cannot be modified without the written agreement of both parties.

b)      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.

ARTICLE 14 – CHANGES IN THE SERVICE PROVIDER’S SITUATION OR STANDING

a) 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.

b) The Service Provider shall inform also inform the Council without delay:

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

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

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

iv.      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;

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

vi.     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;

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

 ARTICLE 15– TRANSFER OF CONTRACT

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

ARTICLE 16 – SUB-CONTRACTING

The Service Provider may not subcontract all or part of the services without the Council’s prior authorisation in writing.

ARTICLE 17 – ACCEPTANCE

The provision of deliverables shall be the subject of a written acceptance procedure. If acceptance is refused, the Council shall inform the Service Provider accordingly, giving reasons, and may set at least one further date 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 18 – TERMINATION FOR BREACH OF THE CONTRACT

a)      Where the Service Provider is in breach of, or fails to fulfil, contractual obligations, the Council shall be entitled to terminate the Contract without prejudice to any claims for damages it may have. Unless otherwise provided for in the Contract, such right for termination may be exercised by the Council without previous notice.

b)      The Council may also terminate at any time, subject to four weeks’ written notice, contracts involving recurring services on the part of the Service Provider.

c)      In each case the Service Provider shall be entitled to claim the agreed amount of remuneration for the deliverables accepted. He shall also be entitled to all costs already incurred at the time of notice or payable on the basis of obligations reasonably entered into in view of the performance of his contractual duties, against which he must, however, set off expenditure avoided as a result of the Council’s decision to terminate and income deriving from his ability to use labour for other work, or income which might thus have been gained but which he has wilfully or negligently omitted to obtain.

ARTICLE 19 – CASE OF FORCE MAJEURE

a)      In the event of a 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 to cancel the contract.

b)      In the event of such circumstances each party shall be required to notify the other party accordingly in writing, within a period of 5 days.

ARTICLE 20 – DISPUTES

In accordance with the provisions of Article 21 of the General Agreement on privileges and immunities of the Council of Europe, all disputes between the Council and the Service Provider as regards the application of this contract shall be submitted, if a mutual agreement cannot be reached between the parties, to arbitration as laid down in Rule No 481 of the Secretary General (Annex).

French law shall be applicable to the arbitration procedure.

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APPENDIX TO THE GENERAL CONDITIONS

Rule No. 481 of 27 February 1976 laying down the arbitration procedure for disputes between the Council and private persons concerning goods provided, services rendered or purchases of immovable property on behalf of the Council

The Secretary General of the Council of Europe,

Having regard to the Statute of the Council of Europe, of 5 May 1949, and in particular its Articles 11 and 40,

Having regard to the General Agreement on Privileges and Immunities of the Council of Europe signed on 2 September 1949, and in particular its Articles 1, 3, 4 and 21, as well as the Special Agreement relating to the seat of the Council of Europe signed on 2 September 1949,

Considering that it is appropriate to determine the arbitration procedures for any disputes between the Council and private persons regarding supplies furnished, services rendered or immovable property purchased on behalf of the Council,

Having regard to the decision of the Committee of Ministers of the Council of Europe at the 253rd meeting of the Deputies,

DECIDES:

Article 1

Any dispute relating to the execution or application of a contract covered by Article 21 of the General Agreement on Privileges and Immunities of the Council of Europe shall be submitted, failing a friendly settlement between the parties, for decision to an Arbitration Board 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.

Article 2

However, 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.

Article 3

The Board referred to in Article 1 or, where appropriate, the arbitrator referred to in Article 2 shall determine the procedure to be followed.

Article 4

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.

Article 5

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

Strasbourg, 27 February 1976

Georg KAHN-ACKERMANN

Secretary General

SPECIAL CONDITIONS

CALL FOR TENDERS for the provision of consultancy services as lawyers/solicitors for the justrom programme in ireland

2017/AO/01

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Preamble

The provisions of the General Conditions – Intellectual Services, to which this framework contract refers, apply to it.

ARTICLE 1 – OBJECT OF THE CONTRACT – GENERAL PROVISIONS

1.1 Description of the deliverables

Deliverables shall conform to the Technical Specifications attached to the tender as well as to the requirements of each order form.

1.2 Duration

The duration of the contract is set in Article 3 of the Act of Engagement.

1.3 Components of the framework contract and order of precedence

The framework contract is composed, by order of precedence, of:

§  the Act of Engagement;

§  the Special Conditions;

§  the General Conditions – Intellectual Services ;

§  the Technical specifications/Terms of reference;

§  the subsequent order forms, as issued by the Council of Europe;

§  the selected tender, including the Table of fees as completed by the tenderer and recorded by the Council of Europe.

1.4 Terminology

“Deliverable(s)” shall mean the service(s) as described in the Technical Specifications.

 “Consultant” shall mean the Service Provider selected by the Council for the provision of consultancy services.

ARTICLE 2 – LANGUAGE AND LENGTH OF DOCUMENTS

2.1 Any written documents prepared by the Service Provider under the contract shall be written in the Council’s official languages (English or French), as indicated in the Technical Specifications, and the subsequent order documents and produced on a word processing file, unless specified otherwise in the Technical specifications.

2.2 If the Service Provider’s document is drafted in a language other than the official languages without this having been provided for in the contract, the cost of translation into an official language shall be charged to the Service Provider and deducted from its fees.

2.3 Unless specified otherwise in the Technical specifications, 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.

ARTICLE 3 – FEES, EXPENSES AND MODE OF PAYMENT

3.1 In return for the fulfilment by the Service Provider of its obligations under each Order, the Council undertakes to pay the Service Provider amounts in Euros (unless otherwise provided in the Tender file/Terms of reference), at the hourly rate as indicated in the Provider’s tender and the relevant quote. The fees, as specified in the selected tender, are final and not subject to review.

3.2 The Service Provider shall submit an invoice, or request for payment in the case of Service Providers who do not charge VAT under the applicable legislation, in triplicate and in Euros in conformity with the applicable legislation.

3.3 The fee shall be payable within 60 calendar days, to the bank account indicated in Article 2.2 of the Act of Engagement, upon receipt of the deliverable and its acceptance by the Council and on presentation of an invoice in triplicate, or a request for payment in the case of Service Providers who do not charge VAT under the applicable legislation, and in Euros.

3.4  Where relevant, advance payments can be agreed on between the parties, within the limit of 30% of the total amount of the fee.

3.5  Should the Service Provider be located in France, the amount invoiced will have to include VAT. The CoE will then reclaim the VAT from the French authorities.

Should the Service Provider be located in another EU country, the CoE will provide the Service Provider with an exemption certificate prior to the signature of each order. 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. 

Should the Service Provider be located in a non-EU country, or should the deliverables 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 will include VAT.

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

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.

In the cases when the Service Provider has to undertake travel under the contract, the duration of the Service 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 Service 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 4 – INTELLECTUAL PROPERTY RIGHTS

4.1 Any intellectual property rights of the Service Provider over methods, knowledge and information which are in existence at the date of the conclusion of the service provider contract and which are comprised in or necessary for or arising from the performance of the service provider contract shall remain the property of the Service Provider. However, in consideration of the fees payable pursuant to the service provider contract the Service Provider hereby grants the Council a non-exclusive and free licence for the entire world and for the duration of 70 (seventy) years for the use of such methods, knowledge and information.

4.2 If the deliverable expected results in the provision of a training session, and provided the training materials are not the property of the Council of Europe, the Service Provider grants the participants in the training a non-exclusive licence for the entire world and for the duration of the validity of any existing intellectual property rights over the training materials for their own professional use of those training materials made available by the trainer.

ARTICLE 5 – WARRANTIES

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

ARTICLE 6 – LIQUIDATED DAMAGES

6.1 Where the provision of services is delayed, the Service Provider shall be liable to payment of damages at a rate of 0.1 % per working day of such delay, up to a maximum of 60 (sixty) calendar days, of the amount payable for the services or part thereof whose provision has been delayed, or the amount payable for the services of part thereof which cannot, owing to the delay, be put to the use intended, whichever sum is the greater. The total amount of liquidated damages to be recovered from the Service Provider shall be deducted from the overall fees and payments provided for in the contract. The Council may claim the liquidated damages until the final payment is made.

6.2 The provisions of Paragraph 1 shall neither prevent the Council from making a claim in respect of damage which it has suffered over and above the amount of liquidated damages recovered by it nor shall it restrict the Service Provider’s statutory right to prove that the actual damage the Council suffered was substantially less.

6.3 The foregoing provisions shall not prejudice the right of the Council to terminate the Contract in conformity with the provisions of the general conditions.

ARTICLE 7 – ORDERING PROCEDURE

7.1 Services shall be carried out on the basis of Order Forms submitted by the Council, by post or electronically. The Service Provider undertakes to take all the necessary measures to send to the Council within 2 (two) working days the signed Order Form. Where the Service Provider is subject to VAT, it shall send this together with a quote in line with the indications specified on each Order Form. Each quote must strictly respect the fees indicated in the Order Form. In case of non-compliance with the fees as indicated in the Order Form, the Council of Europe reserves the right to terminate the Contract with the Service Provider, in all or in part. Where the Service Provider is not subject to VAT, only the signed Order Form is required

7.2 Orders will be addressed in priority to the first Service Provider on the ranking list of the tender for the relevant lot. If this Service Provider is unable to take the Order or if no reply is given on his behalf within the requested deadline specified in Article 7.1 of the Special Conditions, the Council may call on the second Service Provider on the ranking list of the tender for the relevant lot, and so on down the list.

7.3 An Order Form is considered to be legally binding when the quote is approved by the Council, by displaying a Council’s Purchase Order number on the order, as well as by signing and stamping the Order concerned. Copy of each approved Order Form shall be sent to the Service Provider, to the extent possible on the day of its signature.

7.4 If the Service Provider fails to provide the expected service level, as defined in the Technical Specifications, the Council reserves the right to deduct from the price to be paid an amount corresponding, on a pro rata basis, to the level of service that the Service Provider failed to provide, and/or to terminate the contract, in all or in part. In the latter case, the Council may henceforth call directly upon the second Service Provider on the ranking list of the tender for the relevant lot, and so on down the list.

ARTICLE 8 - COMMUNICATION

8.1 The contact point within the Council of Europe shall be indicated on each Order Form.

8.2 The contact details of the Service Provider are indicated in Article 2.2 of the Act of Engagement.

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 – GENERAL OBLIGATION TO PROVIDE ADVICE

The Service Provider recognises that it is subject to a general obligation to provide advice, and particularly to provide information and make recommendations, to the Council. In this context, the Service Provider shall supply to the Council all the advice, warnings and recommendations necessary particularly in terms of quality of services and compliance with professional standards. The Service Provider also undertakes to inform the Council as soon as it becomes aware, during the execution of the Contract, of any initiatives and/or adopted laws and regulations, policies, strategies or action plans or any other development related to the object of the Contract.

ARTICLE 10 – MISCELLANEOUS

10.1 The contract shall constitute the entire legal relationship between the parties. The terms and conditions of the Service Provider do not form part of the Contract.

10.2 Should a clause of this contract be or become invalid the remainder of the contract shall remain in force. The invalid clause shall be replaced by a valid clause coming closest to achieving the purpose and meaning of the invalid clause.

10.3 If this contract contains any gaps or ambiguities, it is to be interpreted in the light of its object and purpose.

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