Contract No. ►	557/PG 9197/08
Project ID / Sector ►	VC3682/BH9197, Towards More Humane Detention Conditions and Reduced Reoffending in Ukraine (DECOPRIS)
Council of Europe contact point ►	Secretariat of the Pompidou Group PG-DECOPRIS project [email protected]

ACT Of ENGAGEMENT

(Competitive bidding 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 event management services for the organisation of a three-day immersive training for   multidisciplinary prison staff on the Therapeutic Community  (TC) programme  to be held in Chișinău, Republic of Moldova on 21-23 April 2026.

The Council of Europe is currently implementing the project “Towards More Humane Detention Conditions and Reduced Reoffending in Ukraine” (hereinafter, the “DECOPRIS Project” or “the Project”), financed under the Action Plan for Ukraine: “Resilience, Recovery and Reconstruction” (2023–2026). Within the framework of the DECOPRIS Project, the Council of Europe International Cooperation Group on Drugs and Addictions (Pompidou Group component) aims to improve conditions and treatment for detained people with substance use disorders in Ukraine in line with CoE standards.

One of the Project’s milestone activities is the establishment of the first prison-based Therapeutic Community (TC) in Ukraine at the State Institution “Stryzhavka Correctional Colony (No. 81)” in the Vinnytsia region. In this context, prison staff of Colony No. 81 will undergo intensive immersive training on international standards and good practices in the implementation of TC programmes in custodial settings.

The Project team is organising an immersive, in-person three-day training in Chișinău, Republic of Moldova, for up to 25 participants. The group will include 14 participants travelling from and to Ukraine: 8 national participants from Vinnytsia, and 6 persons from Kyiv (1 Council of Europe staff member, 1 national consultant, 2 representatives from NGOs, and 2 representatives from institutional stakeholders). In addition, the training will involve 1 international Council of Europe staff member, 3 international consultants, and representatives of the Moldovan prison administration contributing to the training. The training will take place from 21 to 23 April 2026, with participants arriving in Chișinău on 20 April and departing on 24 April.

In that context, the project is looking for a Provider for the provision of event management services for the above-mentioned Activity according to the requirements mentioned below.

NB: The Council of Europe reserves the right to decrease the number of participants in line with the cancelation policy for accommodation/meals/travel indicated by the service provider in the application form.

1st Immersive training   for a multidisciplinary team of prison staff on the TC programme to be held in Chișinău, Republic of Moldova on 21-23 April 2026
1.    Travel Vinnytsia, Ukraine – Chișinău, Republic of Moldova
1.2.         Transfer services Vinnytsia, Ukraine – Chișinău, Republic of Moldova on 20 April 2026 for 8 persons	Transfer services shall be arranged for 8 persons departing on 20/04/2026 (in the first half of the day) travelling from Vinnitsa, Ukraine to Chișinău, Republic of Moldova. The transfer shall be provided through one of the Council of Europe approved transportation companies, in line with applicable security and procurement procedures (see the list of approved companies below): Comfortable vehicle (preferably minivan / Sprinter or bus) suitable for long-distance travel; Professional and experienced driver; Transfer to be organised in a timely manner to ensure punctual arrival at the airport. The driver is expected to remain available, as needed, to ensure flexibility in case of schedule changes. List of approved transportation companies: ·         BusRent Address: str. Hrushevsky 17, ap. 216, Brovary, Kyiv oblast, Ukraine Contacts: +380 67 468 16 48, [email protected] Types of vehicles: Sedan, 4x4, van, bus Contact person: Volodymyr Sandratskyi ·         Auto Solutions Address: str. Rusanivska Naberezhna 4, Kyiv, Ukraine Contacts: +380 67 945 77 77, [email protected] Types of vehicles: Sedan, 4x4, van, bus, armoured vehicles (4x4, minivans) Contact person: Yuriy Cherkashchenko ·         Artan Group Address: str. Mashynobudivna 35A, Kyiv, Ukraine Contacts: +380 98 514 54 52, [email protected] Types of vehicles: Sedan, 4x4, van, bus, armoured vehicles (4x4, minivans) Contact person: Oleg Konchakivskyi
2.    Travel Kyiv, Ukraine – Chișinău, Republic of Moldova
2.1. Travel by train Kyiv-Chișinău on 19/04/2026	Travel by night train from Kyiv to Chisinau for up to 6 participants departing on 19/04/2026 (2-place compartment class).
2.2. Transfer from railway in Chișinău station to the hotel on 20/04/2026	Transfer by minivan from Chisinau railway station to the hotel premises for up to 6 participants on 20/04/2026.
3.     Shuttle from Chișinău airport to the hotel, 2 transfers on 20/04/2026	Shuttle from Chișinău airport to the hotel for 2 international consultants on 20/04/2026. The timing for transfers may be subject to minor adjustments, depending on operational needs (details will be confirmed by Project team closely to the date).
4.     Hotel accommodation in Chișinău, Republic of Moldova on 20-24 April 2026 for 18 persons	Hotel accommodation (breakfast included) in Chișinău for 17 persons (single occupancy) from 20 April to 24 April 2026 in the hotel with at least four-star category (4*). The service provider shall ensure the possibility of early check-in and/or late check-out, subject to logistical needs (if needed).
5.     Transfer from the hotel in Chișinău, Republic of Moldova to Pruncul prison No.9 (Penitenciarul nr.9-Pruncul) on 22 April 2026* for up to 25 persons *The day is indicative and may be subject to adjustment, depending on operational needs and coordination with the hosting institution.	Transfer services shall be arranged from the proposed hotel in Chișinău, Republic of Moldova, to the Therapeutic Community “Catharsis” located in Pruncul prison on 22 April 2026 for up to 25 persons. Indicative schedule: ·         09:00-09:30 – departure from the hotel in Chișinău. ·         13:00-13:30 – departure from the Therapeutic Community “Catharsis” located in Pruncul prison No.9 back to the hotel in Chișinău, Republic of Moldova. The above timing is indicative and may be subject to minor adjustments, depending on operational needs and coordination with the hosting institution. The transfer shall be provided by a professional transportation company, using a comfortable vehicle, preferably a minivan (s) / Sprinter/ bus, suitable for group travel.
6.     Rent of the venue of the event (hybrid format) on 21-23 April 2026	Rental of a meeting room for up to 25 participants on 21–23 April 2026 (3 days), suitable for a hybrid event format. Venue of the event on the following grounds: -       Meeting/conference room for up to 25 participants (minimum 100 m²); -       Seating format comfortable for an interactive training delivery and a possibility to modify seating option on the spot; -       Sufficient space to install two (2) interpretation booths; -       Meeting/conference room must be available for the entire duration of the event, including preparation time; -       Reliable, high-speed internet connection available on site; -       Venue located in Chișinău; -       The meeting venue should preferably be located in the same hotel where the participants will be accommodated.
7.     Rent of necessary conference equipment (hybrid event) if it is not included in the conference room service	Rent of the following conference equipment: 1)    Multimedia system for video presentation (laptop, projector, screen) and Internet/ Wi-fi (for videoconferencing) - for 2,5 days; 2)    Wireless conferencing and interpreting system for up to 25 participants: sound system, table-microphones, equipment for video broadcasting to online participants and respective power equipment to hold event in hybrid format; 3)    Zoom and respective link with three interpretation channels (UA-EN-RO) to external (online) participants of the event - for 2,5 days (up to 20 online participants); 4)    Portable wireless interpretation system for the in-person field visit to Pruncul Prison No. 9 on 22 April 2026 (0.5 day for 25 participants); 5)    2 hand wireless microphones; 6)    Technician on the spot; 7)    Provision of one interpretation booth for two languages UA-EN (two interpreters’ desks) for the whole duration of the event, and an additional interpretation booth (RO) for a third language during the opening session on the morning of 21 April 2026 (0,5 day); 8)    Flipcharts with coloured markers; 9)    Lectern for speakers.
8.     Provision of the following meals	1.     Buffet-style coffee breaks (freshly brewed coffee and tea, soft drinks and refreshment). Two (2) coffee-breaks per day: morning and afternoon for up to 25 participants on 21 and 23 April 2026; one (1) coffee break on 22 April 2026 (either in the morning or in the afternoon – TBC). 2.     Buffet-style lunch (should include at least three (3) types of hot appetizers, two (2) options of main dishes, as well as vegetarian cuisine, two (2) types of desserts, freshly brewed coffee, juice, tea) for up to 25 participants at the venue on 21, 22 and 23 April 2026. 3.     Dinner on 20,22 and 23 April 2026 at the venue for up to 17 participants. 4.     Dinner on 21 April 2026 for up to 22 participants, to be provided either at the event venue or at a restaurant in the city centre of Chișinău. Dinners should include salads, main dishes, as well as vegetarian cuisine, desserts, freshly brewed coffee, juice, tea, water. NB: The above choice is indicative and may be subject to minor adjustments, depending on operational needs and coordination with the Project team. 5.     Provision of water (1 L per person/per day - 1 day = 25 person * 3 days - 75 units)
9.    Travel Chișinău, Republic of Moldova - Kyiv, Ukraine
9.1. Transfer hotel–Chișinău railway station on 24/04/2026	Transfer by minivan for 6 participants from the proposed hotel to the Chișinău railway station on 24/04/2026
9.2. Travel by train Chișinău–Kyiv on 24/04/2026	Travel by night train from Chișinău to Kyiv for 6 participants departing on 24/04/2026 (2-place cabin, compartment class)
10.  Shuttle hotel–Chișinău airport on 24/04/2026, 2 transfers	Shuttle for 2 international consultants from the proposed hotel to the Chisinau airport on 24/04/2026 (details will be confirmed by Project team closely to the date)
11.  Transfer services for Chișinău, Republic of Moldova–Vinnytsia, Ukraine on 24 April 2026 for 8 persons	Transfer services shall be arranged for 8 persons travelling from Chișinău, Republic of Moldova to Vinnitsa, Ukraine. The transfer shall be provided through one of the Council of Europe approved transportation companies, in line with applicable security and procurement procedures (see the list of approved companies below). Comfortable vehicle (preferably minivan / Sprinter or bus) suitable for long-distance travel. Professional and experienced driver. Transfer to be organised in a timely manner to ensure safe and punctual arrival at the destination. The driver is expected to remain available, as needed, to ensure flexibility in case of schedule changes. The service is subject to prior approval. A flexible cancellation policy (preferably without penalty) shall be envisaged should the number of participants be lower than planned. List of approved transportation companies: ·         BusRent Address: str. Hrushevsky 17, ap. 216, Brovary, Kyiv oblast, Ukraine Contacts: +380 67 468 16 48, [email protected] Types of vehicles: Sedan, 4x4, van, bus Contact person: Volodymyr Sandratskyi ·         Auto Solutions Address: str. Rusanivska Naberezhna 4, Kyiv, Ukraine Contacts: +380 67 945 77 77, [email protected] Types of vehicles: Sedan, 4x4, van, bus, armoured vehicles (4x4, minivans) Contact person: Yuriy Cherkashchenko ·         Artan Group Address: str. Mashynobudivna 35A, Kyiv, Ukraine Contacts: +380 98 514 54 52, [email protected] Types of vehicles: Sedan, 4x4, van, bus, armoured vehicles (4x4, minivans) Contact person: Oleg Konchakivskyi
12.  Printing services	1)    Printing of the agenda (up to 6 pages; A4 colour double sided print-programme) – 25 units 2)    Printing of additional materials/ handouts (black/white; A4 in B/W up to 10 pages per participant) – 250 Units 3)    Design adjustment and printing of colour hard copies of the TC Handbook in Ukrainian (72 pages) – 20 copies (see link to the document).
13.  Visibility	1)    Design services / coloured printing / production – Notepad (min. 30 pages, CoE visibility). 2)    Design services / production – Pen (CoE visibility) 3)    Design services / coloured printing / production – Folders (CoE visibility) 4)    Design services / coloured printing / production – Badges (CoE visibility)

Prices indicated below shall be final and not subject to review throughout the duration of the contract.

Prices shall be indicated in Euros, including VAT. The table includes the unit price, the amount without VAT, the applicable VAT amount, and the total amount including VAT. For the applicable VAT regime to be mentioned on the, please refer to Article 4.2 of the Legal Conditions (see Section C below).

     For the VAT regime to be mentioned on the invoice, please refer to Section B below.

Deliverables ▼	Unit ▼	Unit price ▼	Number of Units ▼	Deadline for delivery ▼	Amount without VAT, EUR	Amount with VAT, EUR ▼
1.     Transfer services Vinnytsia, Ukraine – Chișinău, Republic of Moldova on 20/04/2026 for 8 persons.	Per service		1	20/04/2026
2.     Travel by train Kyiv, Ukraine – Chișinău, Republic of Moldova on 19/04/2026 for 6 persons (Please indicate the proposed train)	Per person		6
2.1. Transfer from railway in Chișinău station to the hotel on 20/04/2026	Per service		1
3.     Shuttle from Chișinău airport to the hotel for 2 persons on 20/04/2026	Per person		2
4.    Hotel accommodation (breakfast included) in Chișinău, Republic of Moldova on 20-24/04/2026 for 17 persons (4 nights)  (Please indicate name of the hotel proposed)	Per person*per night		68
5.     Transfer from the hotel in Chișinău, Republic of Moldova to Pruncul prison No.9 (Penitenciarul nr.9-Pruncul) on 22 April 2026* up to 25 persons	Per service		1
6.     Rent of the venue of the event (hybrid format) on 21-23/04/2026	Per day		3
7.     Rent of necessary conference equipment (hybrid event) if it is not included in the conference room service on 21-23/04/2026
7.1.  Screen	Per day		3
7.2. Projector	Per day		3
7.3. 1 Laptop	Per day		3
7.4 Wireless conferencing and interpreting system and respective power equipment to hold event in hybrid format for up to 25 participants	Per day		3
7.5 Zoom and respective link with three interpretation channels (UA-EN-RO) to external (online) participants of the event - for 2,5 days (up to 20 online participants)	Per day		2.5
7.6 Portable wireless interpretation system for the in-person field visit to Pruncul Prison No. 9 on 22 April 2026 (0.5 day for 25 participants	Per day		0.5
7.5 Wireless microphones	Per unit*per day		2
7.6 Technician on the spot	Per day		3
7.7 Provision of one interpretation booth for two languages UA-EN (two interpreters’ desks) for the whole duration of the event, and an additional interpretation booth (RO) for a third language during the opening session on the morning of 21 April 2026 (0,5 day)	Per day		3
7.8 Flipcharts with coloured markers	Per day		3
7.9 Lectern for speakers	Per day		3
8.     Provision of the meals during the event on 21-23/04/2026
8.1. Buffet-style coffee breaks. Two (2) coffee-breaks per day: morning and afternoon for up to 25 participants on 21 and 23 April 2026; one (1) coffee break on 22 April 2026 (either in the morning or in the afternoon – TBC). (2 day*25 person*2 times per day* + 1 day*25 person*1 times per day = 125 units)	Per person		125
8.2. Buffet-style lunch for up to 25 participants at the venue on 21, 22 and 23/04/2026. (1 day*25 person*3 days=75 unit)	Per person		75
8.3. Dinner on 20,22 and 23 April 2026 at the venue for up to 17 participants (1 day=17 person *3 days= 51 unit).	Per person		51
8.4. Dinner on 21 April 2026 for up to 22 participants, to be provided either at the event venue or at a restaurant in the city centre of Chișinău.	Per person		22
8.5. Provision of water (1 L per person/per day (1 day = 25 person * 3 days - 75 units)	Per person		75
9.     Travel Chișinău, Republic of Moldova -Kyiv, Ukraine
9.1. Transfer hotel–Chișinău railway station on 24/04/2026 for 6 persons	Per service		1
9.2. Travel by train Chișinău–Kyiv on 24/04/2026 for 6 persons (Please indicate the proposed train)	Per person		6
10.  Shuttle hotel–Chișinău airport on 24/04/2026 for 2 persons	Per person		2
11.  Transfer services for destination Chișinău, Republic of Moldova–Vinnitsa, Ukraine on 24/04/2026 for 8 persons	Per service		1
12. Printing services
12.1. Printing of the agenda (up to 6 pages; A4 colour double sided print-programme) – 6 pages*25 units	Per pages		150
12.2. Printing of additional materials/ handouts (black/white; A4 in B/W up to 4 pages per participant) – 10 pages*25 units	Per pages		250
12.3. Design adjustment and printing of colour hard copies of the TC Handbook in Ukrainian (72 pages) – 20 copies (see link to the document).	Per item		20
13. Visibility
13.2. Design services / production – Pen (CoE visibility)	Per person		25
13.3. Design services / coloured printing / production – Folder (CoE visibility)	Per person		25
13.4.  Design services / coloured printing / production – Notepad (min. 30 pages, CoE visibility).	Per person		25
13.5.  Design services / coloured printing / production – Badges (CoE visibility)	Per person		25
TOTAL ►

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, verification, or investigative process that the Council, or its Donors, may initiate by any means on the information provided under this procedure;

-        declare that neither I, nor the Provider I represent, are in any of the situations listed in the exclusion criteria as reproduced in the Tender File;

-        declare that I have been notified and understand that a conflict of interests arises where any person under this Agreement has a personal interest which is such as to influence, or appear to influence, the impartial and objective exercise of their responsibilities under this procedure. A personal interest includes any advantage to themselves, their relatives or personal relationships (including based on political or national affinity), business or financial interests or any other interest shared with another party. I hereby declare that neither I, nor the Provider I represent, are in a situation of an actual, perceived or potential conflict of interests, as defined above, in relation to this procedure or that all of my personal interests, or those of the Provider I represent, have been fully disclosed in a separate document submitted with my tender;

-        declare that I am not a retired Council of Europe staff member or a Council of Europe staff member having benefitted from an early departure scheme;

-        declare that I am currently not employed by the Council of Europe and was not employed by the Council of Europe on the date of the launch of the procurement procedure;

-        declare (where applicable) that I am the only owner of the moral rights in any creations of the company under my sole proprietorship or equivalent and that I am individually liable for all obligations undertaken under this contract by me or by the company under my sole proprietorship or equivalent;

-        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, inclusion in the lists of persons or entities subject to restrictive measures applied by the United Nations Security Council or the European Union;

-        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.

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 provide the list of Deliverables reproduced in the Terms of reference (see Section A 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 Terms of reference; and

c) 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” shall mean the services or goods 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 Deliverables. This person may equally be referred to as the “Service Provider” or the “Consultant”.

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, as agreed in any prior correspondence.

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 provide the Deliverables, with due respect for the Council of Europe’s needs and constraints, as contractually defined.

3.1.2.     The Provider recognises that it is subject to a general obligation to provide advice, including, but not limited to, an obligation to provide any relevant information or recommendations to the Council. In this context, the Provider shall supply to the Council all the advice, warnings and recommendations necessary particularly in terms of quality of Deliverables, security and compliance with professional standards. The 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.

3.2 Intellectual services

 3.2.1.    The provisions of Articles 3.2.2 to 3.2.10 shall apply insofar as the contract concerns the provision of intellectual services.

 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. In case the Parties agree that a written document shall be prepared in a language other than English or French, a summary in English or French shall be included in the said document.

 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 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.

 3.2.7.    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.

 3.2.8.    Any intellectual property rights of the Provider over methods, knowledge and information which are in existence at the date of the conclusion of the Contract and which are comprised in or necessary for or arising from the performance of the Contract shall remain the property of the Provider. However, in consideration of the fees payable pursuant to the Contract the Provider hereby grants the Council a non-exclusive and free licence for the entire world and for the entire period of protection by the applicable intellectual property rights law for the use of such methods, knowledge and information insofar as they are an integral part of the Deliverable(s).

 3.2.9.    If the Deliverable(s) result(s) in the provision of a training session, and provided the training materials are not the property of the Council, the Provider shall grant the participants in the training a non-exclusive licence for the entire world and for the entire period of protection by the applicable intellectual property rights law for their own professional use of those training materials.

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 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 inform the Council about any change of its status with regard to VAT, to observe all applicable rules and to comply with 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 Deliverables 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 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 Data Protection

3.8.1.  Without prejudice to the other provisions of this contract, the Parties undertake, in the execution of this contract, to comply at all times with the legislation applicable to each of them concerning the processing of personal data.

3.8.2.  Where the Provider, pursuant to its obligations under this contract, processes personal data on behalf of the Council, it shall:

i.         Process personal data only in accordance with written instructions from the Council;

ii.        Process personal data only to the extent and in such manner as is necessary for the execution of the contract, or as otherwise notified by the Council;

iii.       Implement appropriate technological measures to protect personal data against accidental loss, destruction, damage, alteration or disclosure. These measures shall be appropriate to the harm which might result from any unauthorised or unlawful processing, accidental loss, destruction, or damage while having regard to the nature of the personal data which is to be protected;

iv.       Take reasonable steps to ensure the reliability of the Provider’s employees having access to the personal data and to ensure that they have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality and thus agree to comply with the data protection obligations set out in this contract;

v.        Obtain written consent from the Council prior to any transfer of possession or responsibility for the personal data to any subcontractors. If the Council chooses to authorise subcontracting, the same data protection obligations as set out in this contract shall be imposed on the subcontractor by way of a contract. The Provider shall remain fully liable to the Council for the performance of that subcontractor’s obligations.

vi.       Notify the Council within five working days if it receives:           
a. a request from a data subject to have access (including rectification, deletion and objection) to that person’s personal data; or     
b. a complaint or request related to the Council’s obligations to comply with the data protection requirements.

vii.      Provide the Council with full assistance in relation to any such request or complaint and assist the Council to fulfil its obligation to respond to the requests for rectification, deletion and objection, to provide information on data processing to data subjects and to notify personal data breaches;

viii.     Allow for and contribute to checks and audits, including inspections, conducted or mandated by the Council or by any authorised third auditing person. The Provider shall immediately inform the Council of any audit not conducted or mandated by the Council;

ix.       Not process nor transfer personal data outside the jurisdiction of a Council of Europe Member State without the prior authorisation of the Council and provided that an adequate level of protection is guaranteed by law or by ad hoc or approved standardised safeguards (such as binding corporate rules) in the jurisdiction of the recipient;

x.        Make available to the Council all information necessary to demonstrate compliance with the obligations under the contract in connection with the processing of personal data and the rights of data subjects;

xi.       Upon the Council’s request, delete or return to the Council all personal data and any existing copies, unless the applicable law requires storage of the personal data.

3.9 Parallel Activities

Where the Provider is a natural person who is employed in parallel to this Contract, they hereby confirm that they:

a) have been granted approval from their employer to perform paid services for the Council under this Contract, and/or

b) have been granted leave during the performance of their obligations under this Contract.

3.10 Other obligations

3.10.1.   In the performance of the present contract, the Provider undertakes to comply with the applicable principles, rules and values of the Council, including – but not limited to – those laid down in the Policy on Respect and Dignity in the Council of Europe, the Speak-up Policy, the Policy on the use of the Information System of the Council of Europe and the Code of Conduct. The Provider also undertakes to respect the applicable environmental legislation including multilateral environmental agreements, as well as internationally agreed core labour standards.

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

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

3.10.4.   If the performance of the present contract requires access to the Council of Europe’s premises or information system by the Provider’s employees, the Service Provider undertakes to carry out a background check on the employees assigned to the Council of Europe in order to prevent and control risks to the security of the Council of Europe’s staff, property and information. The Provider undertakes to provide only employees whose background does not demonstrate incompatibility with the performance of duties within the Council of Europe.

3.11Archiving, access and financial checks

3.11.1    For a period of five (5) years from the expiry of this contract and in any case until any on-going audit, verification, appeal, litigation or pursuit of claim or investigation by the Council of Europe or, when applicable, by the European Anti-Fraud Office (OLAF) or the European Public Prosecutor’s Office (EPPO), if notified to the Provider, has been disposed of, the Provider shall keep and make available all relevant financial information (originals or copies) related to this contract.

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 the fees as indicated in their offer, in the currency specified in the Table of fees.

4.1.2.     Amounts are final and not subject to review.

4.2 VAT

4.2.1.     Should the Provider not be subject to VAT, the amount invoiced shall be net fixed amount. Should the Provider be subject to VAT, the amount shall be invoiced as indicated in Articles 4.2.2 to 4.2.4.

4.2.2.     Should the deliverables be taxable in France, the amount invoiced shall be VAT inclusive. For services physically carried out in France, providers who do not have a French VAT number must register with the French Fiscal Authorities: Directorate for non-resident tax / [email protected] / 10, rue du Centre / 93465 Noisy-le-Grand Cedex / + 33 (0)1 57 33 85 00; or, depending on the provider, Providers without a French VAT number are required to register for VAT purposes at the VAT One Stop Shop (VAT OSS) of their choice. The invoice shall indicate the total amount without taxes, the rate and the amount of the VAT and the total amount ‘including all taxes’. The invoice shall also stipulate the following statement: “French VAT collected by the Provider and paid to the One-Stop shop in [Address/Country] under the OSS identification number [No. XX]”.

4.2.3.     Should the deliverables be taxable in another EU country, and unless otherwise agreed between the Parties, the Council will provide the 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 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 sale/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. 

4.2.4.     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 shall include VAT.

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 the currency specified in the Table of fees, 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 Deliverables 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 cases where an advance payment is foreseen, it shall 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, and provided the Terms of reference do not stipulate that the fees already include travel and subsistence expenses, the Council undertakes, subject to its prior agreement, to reimburse travel and subsistence allowances in compliance with the Council’s applicable Revised rules concerning the reimbursement of travel and subsistence expenses to government experts and other persons travelling at the charge of Council of Europe budgets.[9]

4.4.2.     Travel expenses referred to under 4.4.1 will be reimbursed on the basis of the rail fare (first class) or air fare (tourist class) upon presentation of an invoice on the letterhead of 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 AIG EUROPE (Policy No. 9.502.001). A telephone helpline is available in case of emergency +32 2 739 9991 (EN) or +32 2 739 9990 (FR). 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 80 years of age.

4.5. Delay in Implementation

4.5.1.     In the event of a delayed submission of the Deliverable(s), the Council of Europe shall, without formal notice and without prejudice to its other remedies under the contract, be entitled to liquidated damages calculated as follows:

                   i.        For the total contractual price of the delayed deliverable(s) up to EUR 5,000 (five thousand Euro), liquidated damages shall accrue at 1% (one percent) per day of delay.

                  ii.        For any portion of the contractual price of the delayed deliverable(s) above EUR 5,000 (five thousand Euro), liquidated damages shall accrue at 0.5% (zero-point five percent) per day of delay.

                 iii.        In all cases, the total liquidated damages for delay shall not exceed 10% (ten percent) of the contractual price of the delayed deliverable(s). If there is no separate price for the delayed deliverable(s), the amount shall be calculated on the total value of the order or the contract.

4.5.2.     Without prejudice to any other rights or remedies under the contract, the Council of Europe may unilaterally deduct the amount of such liquidated damages from any payments due, or to become due, to the Provider.

4.5.3.     The parties acknowledge and agree that the liquidated damages set forth herein represent a genuine pre-estimate of the loss likely to be suffered by the Council of Europe as a result of a delay and do not constitute a penalty.

4.5.4.     In no event shall the aggregate of liquidated damages and any amounts withheld or claimed pursuant to Article 5 exceed the total contractual price of the relevant Deliverable(s) or, when applicable, the total value of the order or the contract.

Article 5 - Breach of contract

5.1.         In the event that:

a) 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

b) the Deliverables provided as referred to under Article 1.1 do not reach a satisfactory level; or

c) the Provider is in any of the situations listed in Article 11.2, or

d) any information provided by the Provider under the procurement procedure is found to be untruthful. 

the Council may consider there to have been a breach of contract and may consequently refuse to pay to the Provider the amounts referred to in Article 4.1 and Article 4.4 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 all or in part. In case of termination, the Council shall pay only the amount corresponding to the deliverables actually and satisfactorily provided at the time of termination of the contract and shall request reimbursement of the sums already paid for Deliverables not provided. In case of partial termination, the obligations of the parties shall endure for all deliverables which are not subject of the notification of termination.

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. This agreement may take the form of an exchange of emails provided it is done using the contact details specified in Article 8.

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 Deliverables without the written authorisation of the Council. If authorised to subcontract by the Council, the Provider shall ensure compliance with all contractual conditions by all authorised subcontractors. The Provider shall remain fully liable to the Council for the performance of that subcontractor’s obligations.

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

8.1.         The 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 foreseen in the tender file, the deliverable has to be accompanied by the filled-out AI tool questionnaire. 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 – Consortium

10.1.       The Providers have full responsibility for carrying out and complying with the terms of the contract.

10.2.       The Providers are jointly and severally liable. If a Provider fails to implement its part of the contract, the other Providers become responsible for the carrying out of the Deliverables, unless the Council expressly relieves them of this obligation.

10.3.       In case of breach of contract, where applicable, the Council will claim back the amounts paid but that were not due under the contract. The coordinator of the consortium is fully liable for repaying the debts of the consortium; even if it has not been the final recipient of those amounts.

10.4.       The internal roles and responsibilities of the Providers are divided as follows:

10.4.1    The Providers must designate a coordinator.

10.4.2    Each Provider must:

(i)            inform the coordinator immediately of any events or circumstances likely to affect significantly or delay the performance of the contract, change in legal status or technical, organisational or ownership situation, circumstances affecting the award of the contract or compliance with the requirements of the contract;

(ii)           submit to the coordinator in good time:          
- any other documents or information required by the Council under the contract, unless the contract requires the Provider to submit this information directly;     
- any information requested by the coordinator in order to verify the state of performance of the Deliverables under the contract, the proper implementation of the contract and compliance with the other obligations under the contract.

(iii)          give the other Providers access to any pre-existing industrial and intellectual property rights needed for the performance of the contract and compliance with the obligations under the Agreement.

10.4.3          The coordinator must:

(i)            monitor that the Deliverables are carried out timely and properly, in accordance with the terms of the contract;

(ii)           act as the intermediary for all communications between the Providers and the Council (in particular, providing the Council with the information described in Article 10.4.2(ii) immediately), unless the agreed otherwise by the Parties;

(iii)          request and review any documents or information required by the Council and verify their completeness and correctness before passing them on to the Council;

(iv)          before starting performance of the contract, submit this list of pre-existing rights (Article 10.4.2(iii)) to the Council.

(v)           submit the Deliverables to the Council in accordance with the timing and terms of the contract;

(vi)          Payments shall be made by the Council to the coordinator. Payments to the coordinator shall discharge the Council from its payment obligation. The coordinator must ensure that the distribution of the payments between the Providers are made without unjustified delay.

The coordinator may not subcontract the above-mentioned tasks.

10.5.       The Providers must have internal arrangements regarding their operation and co-ordination to ensure that the action is implemented properly. These internal arrangements must be set out in a written ‘consortium agreement’ between the beneficiaries, which may cover:         
- internal organisation of the consortium;  
- distribution of the Council payment(s);   
- additional rules on rights and obligations related to pre-existing rights and results (including intellectual and industrial property rights), specifying the owner and persons that have a right of use; 
- settlement of internal disputes; 
- liability, indemnification and confidentiality arrangements between the Providers.

The consortium agreement must not contain any provision contrary to the contract.

Article 11 – Changes in the Provider’s situation or standing

11.1 The Provider shall inform the Council in writing 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.

11.2         The Provider shall also inform the Council in writing 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 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, terrorist financing, terrorist offences or offences linked to terrorist activities, child labour or trafficking in human beings;

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 are 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 their 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 an actual, perceived or potential conflict of interests;

h)    if they are or if their owner(s) or executive officer(s), in the case of legal persons, are included in the lists of persons or entities subject to restrictive measures applied by the United Nations Security Council or the European Union.

Article 12 – Cooperation with investigative processes 

12.1 The Provider agrees:

a)    to fully cooperate with any investigative processes into suspected wrongdoing that might adversely affect the Council of Europe’s interests undertaken by the Council in accordance with its legal framework; cooperation shall include but shall not be limited to providing immediate access to relevant documents and information as requested by the Council (in whatever form), participation of persons involved in the implementation of activities in interviews, providing immediate access to premises and tools used in the implementation of the contract, as well as any relevant products and/or outputs;

b)    to maintain the confidentiality of the proceedings, unless disclosure is required by law or authorised by the Council;

c)     to refrain from any retaliation against any individual who has reported in good faith, or is suspected of having reported, suspected wrongdoing affecting the Council’s interests, as well as any person who has cooperated with an investigative process undertaken by the Council;

12.2     The Provider acknowledges and accepts that any failure to comply with the above-mentioned provisions or to otherwise respect the terms of the contract and/or other applicable standards set by the Council may result in adverse actions, as necessary, including but not limited to the termination of this Contract, recovery of funds, reporting to national or other authorities and/or stakeholders involved, and restrictions in terms of awarding other contracts.

Article 13 - Disputes

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

13.2     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 Judiciaire of Strasbourg shall make the appointment.

13.3     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 Judiciaire of Strasbourg.

13.4     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.

13.5     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.

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