Contract no. (reference to be recalled) ►
Project ►	Pilot project on digital citizenship education in Türkiye
Directorate / Department ►

ACT OF ENGAGEMENT

This Act of engagement lays down the terms and conditions applicable between the Provider, as described below, and the Council of Europe[1] .

1.   Purpose of the act of engagement

The present framework contract concerns the promotion of human rights, fundamental freedoms and democracy in schools by empowering students in their digital presence through Digital Citizenship Education (DCE) at the lower secondary level in Türkiye. The contract will be concluded until to 30/06/2026. The action proposes a series of measures to introduce the concept of digital citizenship and its essential core competences, which are grouped under three clusters as being online, well-being online and rights online with reference to the DCE tools of the Council of Europe in education institutions in Türkiye in consultation with key stakeholders and end beneficiaries. In that context, it is looking for a Provider to design, develop, and launch a web-based applied game on DCE targeting children aged 10-14 years old.

2.   Prices

The prices indicated in the table below are final throughout the duration of the contract (unless otherwise stipulated or supplemented in any specific contractual conditions).

Prices are indicated in Euros, without VAT.

Payment terms: 60 days net.

Offer from the Provider[2] :

Description ▼		Prices without VAT ▼
☒	Design, develop, and launch a web-based applied game on DCE The service provider undertakes to comply with the prices indicated in the financial proposal that it submitted in its tender.

Unless otherwise specified, variants are permitted. However, if a variant is submitted, an offer in line with the original demand must also be provided. All variants must be added to this Act of Engagement.

3.   Distribution of services and payments in the case of a consortium (if applicable)

In the case of a consortium, the leader and members of the consortium must complete and sign the Council of Europe consortium declaration.

4.   Penalties

The penalties are described in the Specific Contractual Conditions.

5.   Delivery and invoicing

The entire platform will be made available to the Turkish Ministry of Education.

Invoices shall be issued to the attention of the Council of Europe, including the contract number (cf. head of this Act of Engagement), and shall be sent by e-mail address: (the subject of the e-mail shall also include the contract number).

The Provider shall issue its invoices in accordance with the VAT procedure described on the supplier portal. In case of questions, please contact the Council of Europe.

6.    Contractual documents

Having read the constituent documents of the contract set out below, the signatory unconditionally accepts all the terms of the contract, the provisions of which are non-negotiable.

List of contract documents, in order of prevalence:
☒	Completed and signed Act of Engagement (AE)
☒	Specific Contractual Conditions (SCC)
☒	Technical specifications (TS)
☒	Supplementary General Conditions (SGC)
☒	Council of Europe General Conditions (GC)
☒	Financial Appendix(es) (Price per unit, All-inclusive price, detailed quote from the provider, etc.) completed and signed
☒	Any additional documents provided by the Provider when submitting its bid
☐	Other: xxx

7.   Contract management

* Where the services provided under the contract are subject to a schedule agreed between the parties, the contract will terminate on the estimated completion date. This date may be modified in the event of a change in the schedule, if agreed by the parties. In all other cases, an amendment must be drawn up.

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 terminate any existing contractual relations entered into on the basis of such statements or information;

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

-        Declare that neither I, nor the Provider I represent, are in any of the situations listed in the exclusion criteria below:

• have been 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;
• 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;
• have received a judgment with res judicata force, finding an offence that affects their professional integrity or serious professional misconduct;
• 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 incorporation, establishment or residence;

·         are an entity created to circumvent tax, social or other legal obligations (empty shell company), have ever created or are in the process of creation of such an entity;

·         have been involved in mismanagement of the Council of Europe funds or public funds;

·         are or appear to be in a situation of conflict of interest;

·         are retired Council of Europe staff members or are staff members 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;

·         have not fulfilled, in the previous three years, their contractual obligations in the performance of a contract concluded with the Council of Europe leading to a total or partial refusal of payment and/or termination of the contract by the Council of Europe];

·         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 European Union (available at www.sanctionsmap.eu).

-        Declare that neither I, nor the Provider I represent, are in a situation of a conflict of interests or a potential conflict of interest in relation to this procedure. I have been notified and understand that a conflict of interests may arise, in particular, from economic interests, political or national affinities, emotional or family ties or any other type of shared relationship or interest;

-        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 European Union (available at www.sanctionsmap.eu);

-        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 signature of this Act by a representative of the Council.

C. Legal conditions

ATTENTION: the following provisions apply unless otherwise stipulated or supplemented in any additional supplementary general conditions and/or specific contractual conditions

Article 1 - General provisions

1.1          The Provider accepts the General Conditions of the Council of Europe.

1.2          The Provider undertakes, on the conditions and in the manner laid down by common agreement hereafter, to provide the list of Deliverables as described in section A of this Act of Engagement and included in the offer 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 scope of contractual documents;      
b) “Council” shall mean the Council of Europe;      
c) “Deliverables” shall mean the services or goods as described in the contractual documents;           
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 - Payment

In return for the fulfilment by the Provider of its obligations under the contract, the Council undertakes to pay the Provider the amounts in Euros (unless otherwise agreed between the parties) as indicated in the Act of Engagement and on the basis on the terms of the contract.

Article 3 - Breach of contract

3.1        If the Provider :

a) 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 4 below; or         
b) provides an unsatisfactory level of Deliverables as referred to under Article 1.2; or

c) is in one of the situations listed in Article 10 of the General Conditions,

the Council may consider there to have been a breach of contract and may consequently refuse to pay to the Provider all or part of fees and expenses referred to in Article 2 above.

3.2       In the cases described in paragraph 3.1 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.

3.3          The outstanding sums shall be paid to the Council's bank account within 60 (sixty) calendar days from the notification in writing by the Council of Europe to the Provider regarding the outstanding sums to be paid.

Article 4 - Modifications

4.1       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.

4.2          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 tenderers.

4.3          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.

4.4          The Provider may not subcontract all or part of the Deliverables, without the Council’s prior authorisation in writing. 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 the obligations of its subcontractors.

Article 5 - Acceptance

The provision of Deliverables shall be the subject to a written acceptance procedure. If acceptance is refused, the Council shall inform the Provider accordingly, giving reasons of this decision, and may, if appropriate, 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 6 - Consortium

6.1        The providers have full responsibility for carrying out and complying with the terms of the contract.

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

6.3       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 depts of the consortium, even if it has not been the final recipient of those amounts.

6.4          The internal roles and responsibilities of the Providers are defined as follows:

6.4.1                 The Providers must designate a coordinator.

6.4.2     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 contract.

6.4.3       The coordinator must :

(i)            monitor that Deliverables are carried out properly and timely, 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 6.4.2 (ii)) immediately, unless 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 the list of pre-existing rights (Article 6.4.2 (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 payments between the Providers is made without unjustified delay.

The coordinator may not subcontract the above-mentioned tasks.

6.8       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:

- the internal organisation of the consortium;

- the distribution of the Council's payment(s);

- additional rules on the rights and obligations related to pre-existing rights and results (including intellectual and industrial property rights), specifying the owner and all persons who have a right of use;

- settlement of internal disputes;

- liability, indemnification and confidentiality arrangements between the Providers.

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