Contract draft 1 (8) Finnish Funding Agency for Innovation Julkinen Code DM number. Contract add the title

Transcription

1 Contract draft 1 (8) Contract add the title

2 Contract draft 2 (8) Table of contents 1. Parties Contact Persons Object of the Contract Applicable General Contract Terms Subcontractors Content and Quality of Service Personnel to Be Used in Service Provision Duty to Assist and Report Intellectual Property Rights Prices Terms of Invoicing and Payment Compensation for Damages Term of Contract Confidentiality Termination and Cancellation of the Contract Contract Amendments Contract Appendices and the Order of Precedence of Documents Signatures and Contract Copies... 8

3 Contract draft 3 (8) CONTRACT ON THE SUPPLY OF THE X SERVICE 1. Parties The Customer: Finnish funding agency for technology and innovation (hereinafter Customer or Tekes ) VAT code Kyllikinportti 2 P.O. Box Helsinki Finland The Supplier/Service Provider: Add supplier s name, (hereinafter Supplier or Service Provider ) VAT or, add business registration number ress, contact information In addition, both are referred to as the Party or the Parties. 2. Contact Persons The contact person of the customer is add name with add name as the reserve contact person. The contact person of the service provider is add name with add name as the reserve contact person. The duty of the contact persons is to monitor and control implementation of the contract and to convey information on the implementation. Contact persons are not authorized to amend the contract. If a contact person is replaced, the contact person of the other party must be notified of this immediately in writing. 3. Object of the Contract The object of the contract is the provision of the x service (hereinafter the Service ) in accordance with the invitation to tender dated dd month yyyy and the Service Provider s tender dated dd month yyyy. 4. Applicable General Contract Terms To the extent that it is not otherwise specifically agreed in this Contract or the appendices, the Jyse 2009 Services contract terms (hereinafter JYSE ) shall apply to this Contract.

4 Contract draft 4 (8) 5. Subcontractors Customer-approved subcontractors are In place of the first sentence of JYSE Section 4.1, the Parties note that the Service Provider may contract some of its tasks under this Contract to subcontractors which have been approved by the Customer during the tender process. In other regards, the Service Provider is not authorised to contract tasks under this Contract to subcontractors without the Customer s express written consent. The service provider shall be responsible for the work of the subcontractor as if it were its own. The service provider shall also be responsible for ensuring that the subcontractor fulfils the service provider s contractual obligations. The service provider shall also be responsible for ensuring that the subcontractor fulfils the Supplier s contractual obligations. The service provider must notify for the customer s approval the main subcontractors used by the service provider in providing the service. For good cause the customer may refuse to approve a subcontractor. 6. Content and Quality of Service The contents and quality of the Service are described in detail in this contract. The Contract does not include a minimum purchase obligation nor does it give rise to the Service Provider s exclusive right to sell the Service to the Customer. The Service shall be provided in English and / or Finnish. The service documentation shall be provided in English / Finnish. If defects in the Service are significant or recurrent, the Customer shall have the right to terminate the Contract in accordance with JYSE Section 17. In addition to JYSE Sections 7.3 and 7.4, the Parties note that the Service must not cause any harm to the Customer or to third parties and, if any harm is caused, this constitutes a defect in the Service and gives rise to the Customer s right to compensation or to terminate the Contract in accordance with the terms of this Contract and specifically JYSE Sections Personnel to Be Used in Service Provision The Service Provider shall use the individuals named in the tender to render the Service. The Service Provider is responsible for the supervision and control of its own personnel. In the case of personnel changes referred to in JYSE Section 8.1, the Service Provider must inform the Customer of its intention to replace a member and wait for the Customer s consent. The Service Provider shall make changes in its personnel if requested by the Customer on reasonable grounds.

5 Contract draft 5 (8) In place of the first sentence of JYSE Section 8.2, the Parties note that the Service Provider shall have no right to replace any individuals who participate in the Service if the replacement could have an effect on the quality of the Service, unless the Customer has given written consent in advance. If an individual named in the tender is unable to participate in the Service due to reasons beyond the control of the Parties, the Service Provider shall assign an equally qualified individual as his/her replacement. 8. Duty to Assist and Report The Service Provider has the duty to assist the Customer to ensure that the Customer can supply sufficient information, for example by asking questions and providing a list of the necessary information to the Customer. The supplier must inform the customer in writing of progress on the task in question, or of the hours worked, at intervals detailed in the contract. Unless otherwise agreed, the supplier must inform the customer at least once a month and at the time of delivery of the final report. 9. Intellectual Property Rights The Service Provider shall have the copyright to all material produced by the Service Provider in conjunction with the Service. The Customer has free and unrestricted access to all materials produced by the Service Provider for the purposes referred to in this Contract for an unlimited time, including the right to use, transfer, copy, distribute and further adapt the documents and other results indefinitely and globally. The Customer has the right to publicise the results of the Service as it sees fit, for example on the Customer s websites. The right includes the right for distribution by any electronic means. In addition to Jyse Sections 19.2 and 19.3, the Parties note that if it is determined by the Parties or by a legal decision that the use of the Service provided in accordance with the Contract is in breach of the intellectual property rights of a third party, the Service Provider shall at its expense acquire for the Customer the right to continue to use the Service in accordance with the Contract. Alternatively, the Service Provider may provide a replacement Service free of charge or modify the Service in such a way that it can be used without infringing on the rights of a third party. The Supplier shall not use the contract or the customer s name in marketing without the customer s consent. If not otherwise agreed, the Supplier can, however, use the contract as reference information when making tenders to procurement units referred to in the Act on Public Procurement.

6 Contract draft 6 (8) 10. Prices The prices are specified in the Prices appendix. The price is fixed for 12 months. The Customer will not compensate the Service Provider for any costs in addition to agreed prices, including travel or accommodation costs. If the Customer compensates the Service Provider for travel costs in exceptional cases, the principles of the State s Travelling Regulations apply. Compensation of travel costs must be agreed on in writing with the Customer before travel in all cases. Contract prices are exclusive of VAT. 11. Terms of Invoicing and Payment As a clarification to JYSE Sections 11.1, 11.3 and 11.4, the Parties note that the payment term is calculated from the date of the acceptance of the delivered Service in accordance with the Contract. Services which are subject to recurring charges must also be produced in accordance with the Contract before the payment term starts. Payment term is 30 days net from the date of the invoice. Payments will not be made in advance without security. Tekes will not accept invoices from subcontractors. All payments are settled in euros.. If a total price is agreed for the Service, the price shall not be exceeded without the Customer s written consent. If reverse VAT is applied, VAT will not be charged. The VAT number of Tekes is FI Invoices must include the VAT number of the supplier and of Tekes. The following must also be included: VAT 0 % DIR 2006/112/EC Ar 44, 196 reverse charge. Invoices must be identified by the code x/25/201x. Tekes cannot accept invoices without this code. A detailed invoice of the expenses and work performed must be provided by the supplier. E-invoicing is recommended using the following information Address: ID-code of the operator: VAT Code: FI Operator: Itella Information Logistics Oy, tel. +358(0) Paper invoicing information: Tekes Finnish Funding Agency for Technology and Innovation Talouspalvelut PL Helsinki Finland

7 Contract draft 7 (8) 12. Compensation for Damages The following addendum is made to JYSE Section 16: Direct and indirect damages are determined based on the definitions of Section 67 of the Sale of Goods Act (kauppalaki). 13. Term of Contract This Contract shall take effect from its signing. Either Party may terminate the Contract by giving notice of x months (by Customer) or x months (by Service Provider). This Contract shall be valid for a period of xx months and it shall terminate without notice After the basic contract period, the Customer has the right to extend the contract period by 3 years (Option). The Customer shall inform the Service Provider no later than three (3) months before the start of the option year whether it intends to use the option. 14. Confidentiality In addition to what is agreed in JYSE Chapter 20, the Parties note that the rules on confidentiality shall continue after the termination of the contract. 15. Termination and Cancellation of the Contract In addition to the circumstances specified in JYSE Section 18, the Customer shall have the right to terminate the Contract if 1) The Customer ceases its operation, 2) the Service is no longer necessary. 16. Contract Amendments Written contract amendments may only be made by the Contract signatories. The contact persons specified in the Contract have no right to amend the Contract. 17. Contract Appendices and the Order of Precedence of Documents The contract documents are complementary. In the event of any conflict between the contract documents, the following order of precedence applies: Contract Invitation to tender General Terms of Public Procurement in supply and service contracts JYSE 2009 Services Tender

8 Contract draft 8 (8) 18. Signatures and Contract Copies Two identical copies of this Contract have been drawn up, one for each Party. CUSTOMER City, dd month yyyy SERVICE PROVIDER City, dd month yyyy Name Name Position/Title Position/Title