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CEAD No: |
SERVICE CONTRACT
(General Services)
[Object of the Contract]
Between the Council of Europe,
represented by [indicate name], [indicate function], acting on behalf of the Secretary General of the Council of Europe, hereinafter referred to as “the Council”,
And [Indicate name of the Service Provider]
[Indicate Address]represented by [indicate name of the representative], [indicate function of the representative], [VAT n° if any] hereinafter referred to as “the Service Provider”.
Article 1 - Nature of services
1.1 The Service Provider undertakes, on the conditions and in the manner laid down by common agreement hereafter excluding any accessory verbal agreement, to perform the list of services reproduced in Appendix 1 to the present contract.
1.2 Appendices to the present contract form an integral part of the said contract.
Article 2 – Duration
The Contract enters into force upon its signature by the last of the two parties. It remains valid until the obligations of both parties have been completed.
Article 3 – Obligations of the Service Provider
3.2 The Service Provider shall supply to the Council of Europe all the warnings and recommendations necessary particularly in terms of quality of services, security and compliance with professional standards. The Service Provider undertakes in particular to inform the Council of Europe as soon as it becomes aware, during the execution of the Contract, of any difficulty that might affect the proper execution of the Contract.
Article 4 – Loyalty and confidentiality
4.1 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.
4.2 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, 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 5 – Health, social and travel insuranceof the Provider’s staff
The Service Provider shall undertake all necessary measures to arrange for health and social insurance during the entire period of the performance of work under the contract. The Service 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.
Article 6 – Disclosure of the terms of the contract
6.2 Whenever appropriate, specific confidentiality measures shall be taken by the Council to preserve the vital interests of the Service Provider.
Article 7 – Use of the Council of Europe’s name
The Service Provider shall not use the Council’s name, flag or logo without prior authorisation of the Council.
Article 8 - Fiscal obligations of the Service Provider
The Service Provider undertakes to observe all applicable rules and to comply with his/her fiscal obligations in:
· submitting an invoice to the Council in conformity with the applicable legislation, or a request for payment if the Service Provider is not subject to VAT;
· declaring all amounts received from the Council for tax purposes as required in his/her country of fiscal residence.
Article 9 - Other obligations of the Service Provider
9.1 In the performance of the present contract, the Service Provider undertakes to comply with the applicable principles, rules and values of the Council.
9.2 The Staff Regulations and the rules concerning temporary staff members shall not apply to the Service Provider.
9.3 Nothing in this contract may be construed as conferring on the Service Provider the capacity of a Council of Europe staff member or employee.
Article 10 – Prices, expenses and mode of payment
10.1 In return for the fulfilment by the Service Provider of its obligations under the contract, the Council undertakes to pay the Service Provider the amounts indicated in Appendix I to the present Contract. The applicable VAT regime is indicated in the Appendix. These amounts are final and not subject to review. Payments shall be made into the bank account of the Service Provider as indicated in Article 19.
TO BE KEPT ONLY IF REIMBURSEMENT OF EXPENSES TO A THIRD PARTY IS PART OF THE EXPECTED SERVICES (E.G. TRAVEL EXPENSES OF PARTICIPANTS)
The amount referred to in the above paragraph is without prejudice to the expenses to be reimbursed as requested in Appendix I. The amount of costs to be reimbursed shall correspond to the real costs indicated in the supporting documents to be submitted by the Provider in accordance with Appendix I, and accepted by the Council. These expenses will be accepted by the Council subject to their conformity with the applicable rules of the Council of Europe.[1]
10.2 Upon acceptance of the expected deliverable(s) or service(s) by the Council of Europe, the Service Provider shall submit a detailed invoice (or request for payment) in triplicate and in Euros in conformity with the applicable legislation.
Before accepting the deliverable(s) or service(s), the Council reserves the right to ask the Service Provider to submit any other document or information that may serve the purpose of establishing that the Contract has been duly executed.
In the case of event organisation, the Service 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 Service Provider.
For this particular contract, the Service Provider is further requested to provide [XX].
TO BE KEPT ONLY IF NO ADVANCE PAYMENT IS FORESEEN
10.3 The amounts shall be payable within 60 calendar days of submission of the documents described in Article 10.2, subject to the submission of the deliverable(s) described in Appendix I and its/their acceptance by the Council.
TO BE KEPT ONLY IF ADVANCE PAYMENT IS FORESEEN (NOT MORE THAN 30%)
10.3 The payments for the services to be paid by the Council shall be made as follows:
TO BE KEPT ONLY IF THE PROCURED SERVICES ARE TAXABLE IN THE EU (EXCEPT FRANCE)
The Council will provide the Service Provider with an exemption certificate prior to the signature of the contract. The exemption certificate sent by the Council of Europe to the Service Provider shall be retained by the Service Provider and presented to its 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 Directive 2006/112/EC”.
10.3/4 In the event of the Service Provider being required to travel for the purposes of the contract, and provided the amounts indicated in Article 10.1 do not already cover these costs, the Council also undertakes, should the Service Provider have obtained its prior agreement, to reimburse travel and subsistence expenses for attending the meetings and visits in connection with the activities set out in Appendix 1. These expenses will be reimbursed on the basis of the applicable rules of the Council of Europe.[2]
10.4/5 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 of 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 11 - Breach and termination of contract
11.1 In the event that the Service 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 12 below, or the services provided as referred to under Article 1.2 do not reach a satisfactory level, the Council shall consider there to have been a breach of contract and may consequently refuse to pay to the Service Provider, in all or in part, the amounts referred to in Article 10 above.
11.2 In the cases described in paragraph 11.1 above, the Council reserves further, at any moment and further to prior notification to the Service Provider, the right to terminate the contract. In case of termination, the Council shall pay only the amount corresponding to the services actually and satisfactorily provided at the time of termination of the contract and shall request reimbursement of the sums already paid for services not provided.
11.3 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 Service Provider regarding the outstanding sums to be paid.
Article 12 - Modifications
12.1 The provisions of this contract cannot be modified without the written agreement of both parties.
12.2 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.
12.3 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.
12.4 The Service Provider may not subcontract all or part of the services without the prior authorisation of the Council.
Article 13 - Case of force majeure
13.1 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 Service Provider to cancel the contract.
13.2 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 14 - Communication between the parties
14.1 Communications shall be done through the contact details indicated below:
For the Council of Europe:
Person/function/Department:
Address
Telephone:
Email:
Fax (if relevant):
For the Service Provider:
Person/function/Department:
Address:
Telephone:
Email:
Fax (if relevant):
14.2 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.
14.3 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 paragraph 1 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 paragraph 1 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.
14.4 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.
14.5 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 15 –Acceptance
15.1 The provision of deliverables/services referred to in this contract 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, as the case may be, set at least one further date for the provision of the deliverables.
15.2 If acceptance is refused, the Council may terminate the Contract in all or in part in accordance with the provisions of Article 11.
Article 16 – Changes in the Service Provider’s situation or standing
16.1 The Service Provider shall inform the Council without delay of any changes in their address or legal domicile or in the address or legal domicile of the person who may represent them.
16.2 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 their 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 17 – General obligation to provide advice
The Service 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 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 18 - 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 (See Appendix 2).
Article 19 - Bank details of the parties
19.1 Council of Europe
Bank:
Address:
Bank details:
Code IBAN:
SWIFT Code:
19.2 Service Provider
Bank:
Address:
Swift code:
Code IBAN:
Account holder:
Article 20 – Date, place and signatures of the parties
Signed in two original counterparts,
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APPENDIX 1 – NATURE OF SERVICES/DELIVERABLES
I. Background
[Insert text]
II. Description of the expected services/deliverables
Prices are indicated in [Euros OR [specify other currency] [net fixed amount/VAT inclusive/VAT exclusive].
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Services/Deliverables expected ▼ |
Date due ▼ |
Quantity ▼ |
Unit prices ▼ |
TOTAL ▼ |
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[XX] |
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TO BE KEPT AND COMPLETED If certain quantities may vary:
The quantity of [indicate the deliverables for which the quantity may vary] may be decreased by the Council up to [XX] working days before the due date, with no extra costs to be charged by the Service Provider. Any variation made once this time limit has passed will give rise to a payment corresponding to the last quantity agreed on between the parties, unless the parties agree otherwise in writing.
TO BE KEPT ONLY IF THE SERVICE PROVIDER IS EXPECTED TO REIMBURSE CERTAIN EXPENSES (E.G. TRAVEL EXPENSES TO PARTICIPANTS):
III. Reimbursement of expenses to third parties
The Service Provider shall reimburse the following expenses:
- [XX];
- [XX].
The Service Provider shall submit to the Council a signed expense form, countersigned by the participants who were reimbursed expenses, specifying for each person the expenses incurred and reimbursed (e.g. travel costs to and from the place where the event/activity took place).
The expense form shall be accompanied by the corresponding invoices and, where applicable, further proof of actual expenditure of the expenses reimbursed (e.g. travel tickets issued to or submitted by the participants). The aforementioned invoices and supporting documents shall be submitted in their original version. If for legal reasons the original supporting documents must be retained by the Service Provider, certified copies must be submitted.
APPENDIX 2 – Rule No. 481
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