Contract number: NP/653/2019/AG Service contract conditions of December 2018

SERVICE CONTRACT

NUMBER - Frontex/NP/653/2019/AG
Research Study - “Artificial Intelligence-based capabilities

for the European Border and Coast Guard”

European Border and Coast Guard Agency, Plac Europejski 6, 00-844 Warsaw, Poland,
NIP:1132575531, (hereinafter referred to as "Frontex" or "Contracting authority"), which is
represented for the purposes of the signature of this contract by

on the one part, and

1. RAND Europe CIC
Westbrook Centre/Milton Road
Cambridge CB4 1YG, UK

appointed as the leader of the group by the members of the group (No 1 and No 2) that
submitted the joint tender

2. RAND EUROPE (EU) AISBL
Rue de la Loi 82 Bte 3,
1040 Brussels, BE

member of the group

collectively referred hereinafter ‘the contractor’, represented for the purposes of the
signature of this contract by

of RAND Europe CIC, Cambridge

on the other part,

Contract number: NP/653/2019/AG Service contract conditions of December 2018

HAVE AGREED

to the special conditions, the general conditions for service contracts and the following
annexes:

Annex | - ToR
Annex Il Contractor’s tender of 21 July 2019 including additional documents of 23
August 2019

which form an integral part of this contract (‘the contract’).

This contract sets out the obligations of the parties during and after the duration of this
contract.

All documents issued by the contractor (end-user agreements, general terms and conditions,
etc.) except its tender are held inapplicable, unless explicitly mentioned in the special
conditions of this contract. In all circumstances, in the event of contradiction between this
contract and documents issued by the contractor, this contract prevails, regardless of any
provision to the contrary in the contractor’s documents.

Contract number: NP/653/2019/AG Service contract conditions of December 2018

l. SPECIAL CONDITIONS

1.1. ORDER OF PRIORITY OF PROVISIONS

If there is any conflict between different provisions in this contract, the following rules must
be applied:

(a) The provisions set out in the special conditions take precedence over those in the
other parts of the contract.

(b) The provisions set out in the general conditions take precedence over those in the
other annexes.

(c) The provisions set out in the ToR (Annex |) take precedence over those in the
tender (Annex Il).

1.2. SUBJECT MATTER

The subject matter of the contract is Research Study on Artificial Intelligence-based
capabilities for the European Border and Coast Guard.

1.3. ENTRY INTO FORCE AND DURATION
1.3.1 The contract enters into force on the date on which the last party signs it.
1.3.2 The performance of the contract cannot start before its entry into force,

1.3.3 The duration of the performance of the contract must not exceed 10 months.
Performance of the contract starts from the date of entry into force of the contract.

The period of performance of the contract may be extended only with the express
written agreement of the parties before the expiration of such period.

1.4. PRICE
1.4.1. Price of the contract and maximum amount

The price payable under this contract is EUR 114,075.00 [one hundred and fourteen thousand
and seventy-five Euro], VAT not included.

1.4.2. Price revision index
[Price revision is not applicable to this contract.]
1.4.3. Reimbursement of expenses

[Reimbursement of expenses is not applicable to this contract.]

Contract number: [complete] Service contract conditions of December 2018

11.18.4. Effects of termination ....eeessnseeeeneesnenennennnnnenen mens nnnen nennen 31
11.19. Invoices, value added tax and e-invoicing......usssessssneenoenneneenenn nennen 31
11.19.1. Invoices and value added tax ..........22n0ssnesessnnnsenenne nennen nn 31
11.19.2. E-invoicing..eeeeseeseneesennennnesennnnenanensuunnenennnnnnennnen nennen nenn 32
11.20. Price revision ......ceneneseneunnnennennnnnnnnnnnunnenenunnnennnnnnnennnnn nennen nenn 32
H.21. Paymients and Aliarantees...ı:cuanan nun nn a anna anna 32
IL.21.1. Date of payment. .: 221mm 0 mn nn mm er mn 1 32
11.21.2. Currency oneeeeeseeennessennnnnenennnunnnnnnnnennnsensnnnnnnnansnnnnnennnenn 32
11.21.3. Conversion. ..ueeeseessneessnensennennnnnnnennennnnnennenennnnnssnnnenner nun 32
11.21.4. Costs of transfer ...eneceenenenenennnenennnnnnnnnnnonnnnnnn anne nsnenene nenn 33
11.21.5. Pre-financing, performance and money retention guarantees ..... 33
11.21.6. Interim payments and payment of the balance...........zeersnuesc00. 33
11.21.7. Suspension of the time allowed for payment. .....ccessssnessnneenenne 34
11.21.8. Interest on late payment .......enensseneenenessennnennenennnennnenne nenne 34
11.22. Reimbursements.....eueossensenssenenennnnennnnunnenenennnnnnnennnnnnn none nnenun nenn 35
IL. REEL 35
11.23.2, Recuwery procedure une nun nn en a en 36
11.23.3. Interest on late payment ........nsseenseseeenneonnnnnnnennnnennen nennen 36
11.23.4. Recovery rules in the case of joint tender.......unseresssneneenner one 36
11.24. Checks and audits....eencssenesneesuunnnnnonnnnnnnnenennnnnnnen nennen nnnsnn nun 36

Contract number: [complete] Service contract conditions of December 2018
1.5. PAYMENT ARRANGEMENTS
1.5.1. [Pre-financing]

Not applicable for this contract.

1.5.2. Interim payment

1[(a)]. The contractor (or leader in the case of a joint tender) may claim an interim payment
equal to 30 % of the price referred to in Article 1.4.1 in accordance with Article 11.21.6.

The contractor (or leader in the case of a joint tender) must send an invoice scanned to
invoices@frontex.europa.eu for the interim payment as provided for in the tender
documents, accompanied by the following:

(a) a list of all pre-existing rights to the results or parts of the results or a declaration
stating that there are no such pre-existing rights, as provided for in Article 11.13.4;

(b) Report pertaining to the Work Package 1 and relevant progress report or deliverable
result if specifically required by ToR.

2. The contracting authority must approve any submitted documents or deliverables and pay
within 30 days from receipt of the invoice.

3. The contracting authority may suspend the time limit for payment specified in point(2) in
accordance with Article I1.21.7. Once the suspension is lifted, the contracting authority hall
give its approval and pay within the remainder of the time-limit indicated in point (2) unless
it rejects partially or fully the submitted documents or deliverables.

1.5.3, Payment of the balance

1. The contractor (or leader in the case of a joint tender) may claim the payment of the
balance (70% of the price referred to in Article 1.4.1) in accordance with Article 11.21.6.

The contractor (or leader in the case of a joint tender) must send an invoice scanned to

invoices@frontex.europa.eu for payment of the balance due under the contract, as provided

for in the ToR and accompanied by the following:

(a) a list of all pre-existing rights to the results or parts of the results or a declaration
stating that there are no such pre-existing rights, as provided for in Article 11.13.4;

(b) final study (and report if requested so by the ToR)

(c) [statements of reimbursable expenses in accordance with Article 11.22 if applicable].

2. The contracting authority must approve the submitted documents or deliverables and pay
within 30 days from receipt of the invoice.

3. The contracting authority may suspend the time limit for payment specified in point (2.)
in accordance with Article 11.21.7.

Once the suspension is lifted, the contracting authority shall give its approval and pay within
the remainder of the time-limit indicated in point (2.) unless it rejects partially or fully the
submitted documents or deliverables.

Kar

Contract number: [complete] Service contract conditions of December 2018

1.6. GUARANTEES
[Guarantees are not applicable to this contract.]
1.6.1. Performance guarantee

[Performance guarantee is not applicable to this contract.]

1.6.2. Retention money guarantee

[Retention money guarantee is not applicable to this contract.)

1.7. BANK ACCOUNT

Payments must be made to the contractor’s (or leader’s in the case of a joint tender) bank
account denominated in EURO, identified as follows:

 

1.8. COMMUNICATION DETAILS

For the purpose of this contract, communications must be sent to the following addresses:

Contracting authority:
European Border and Cost Guard Agency
Plac Europejski 6, 00-844 Warsaw, Poland

Contractor (or leader in the case of a joint tender):
Rand Europe CiC

Westbrook Centre. Milton Road CB2 3AA, Cambridge, UK
E-mail:

1.9. PROCESSING OF PERSONAL DATA
1.9.1 Processing of personal data by the contracting authority

For the purpose of Article 11.9.1,

(a) the data controller is Head of the Research and Innovation Unit
(b) the data protection notice is available at https://ec.europa.eu/info/data-
protection-public-procurement-procedures_en.

Contract number: [complete] Service contract conditions of December 2018

1.9.2 Processing of personal data by the contractor

For the purpose of Article 11.9.2,

(a) the subject matter and purpose of the processing of personal data by the contractor
are only for the implementation of the contract (e.g. personal data of the contact
persons and other staff members involved in the project implementation on the party
of Frontex);

(b) The localisation of and access to the personal data processed by the contractor shall
comply with the following:

i. the personal data shall only be processed within the territory of the European
Union and the European Economic Area and will not leave that territory;

ii. the data shall only be held in data centres located with the territory of the
European Union and the European Economic Area;

iii. no .access shall be given to such data outside of the European Union and the
European Economic Area

iv. the contractor may not change the location of data processing without the
prior written authorisation of the contracting authority;

v. any transfer of personal data under the contract to third countries or
international organisations shall fully comply with the requirements laid down
in Chapter V of Regulation (EU) 2018/1725".

1.10. EXPLOITATION OF THE RESULTS OF THE CONTRACT
1.10.1. Detailed list of modes of exploitation of the results

In accordance with Article 11.13.1 whereby the Union acquires ownership of the results as
defined in this contract, including the tender specifications, these results may be used for
any of the following modes of exploitation:

[(a) use for its own purposes:
e making available to the staff of the contracting authority;
e making available to the persons and entities working for the contracting

authority or cooperating with it, including contractors, subcontractors whether
legal or natural persons;

e making it available to the other Union institutions, agencies and bodies, Member
States’ institutions;

 

' Regulation (EU) 2018/1725 of 23 October 2018 on the protection of natural persons with
regard to the processing of personal data by the Union institutions, bodies, offices and
agencies and on the free movement of such data, and repealing Regulation (EC) No 45/2001
and Decision No 1247/2002/EC, OJ L 295/39, 21.11.2018, https://eur-lex.europa.eu/legal-
conten/EN/TXT/PDF/?uri=CELEX:32018R1725&from=EN

Contract number: [complete] Service contract conditions of December 2018
e installing, uploading, processing;
e _arranging, compiling, combining, retrieving;

e _copying, reproducing in whole or in part and in unlimited number of copies.]

[(b) distribution to the public in hard copies, in electronic or digital format, on the
internet including social networks as a downloadable or non-downloadable file;]

[(c) communication through press information services;]

[(d)  inclusion in widely accessible databases or indexes, such as via ‘open access’ or ‘open
data’ portals, or similar repositories, whether freely accessible or accessible only upon
subscription; ]

[(e) modifications by the contracting authority or by a third party in the name of the
contracting authority, including:

® _shortening;

e _summarising;

e _modifying the content, the dimensions;

e making technical changes to the content (necessary correction of technical
errors), adding new parts or functionalities, changing functionalities, providing
third parties with additional information concerning the result (e.g. source code)

with a view to making modifications;

e addition of new elements, paragraphs, titles, leads, bolds, legend, table of
content, summary, graphics, subtitles, sound;

e addition of metadata, for text and data-mining purposes; addition of right-
management information; addition of technological protection measures;

e preparation in audio form, preparation as a presentation, animation, pictograms
story, slide-show, public presentation;

e  extracting a part or dividing into parts;

e  incorporating, including by cropping and cutting, the results or parts thereof in
other works, such as on websites and webpages;

e translating, inserting subtitles, dubbing in different language versions:

- English, French, German;

- all official languages of EU;

- languages used within EU;

- languages of candidate countries;
- 0]

[(f) rights to authorise or license the modes of exploitation set out in any of the points
(a) to (e) to third parties, provided however that this does not apply to pre-existing rights

Contract number: [complete] Service contract conditions of December 2018

and pre-existing materials, if they are only licensed to the Union, except as foreseen by
Article 11.13.2.;]]

[(g) other adaptations which the parties may later agree; in such case, the following rules
apply: the contracting authority must consult the contractor. If necessary, the contractor
must in turn seek the agreement of any creator or other right holder and must reply to the
contracting authority within one month by providing its agreement, including any suggestions
of modifications, free of charge. The contractor may refuse the intended modification only
if a creator can demonstrate that the intended modification may harm his/her honour or
reputation, thereby violating his/her moral rights. ]

The list above is in addition to whatever rights already accrue to the Union on the basis of
existing exceptions in the applicable legislation, such as the copyright exception to ensure
the proper performance or reporting of administrative proceedings, in cases where such
exceptions apply.

1.10.2. Licence or transfer of pre-existing rights

All pre-existing rights incorporated in the results, if any, are licensed to the Union as set
out in Article I1.13.2.

1.10.3. Provision of list of pre-existing rights and documentary evidence

The contractor must provide the contracting authority with a list of pre-existing rights as
set out in Article 11.13.4 together with the invoice for payment of the balance at the latest.

1.11. TERMINATION BY EITHER PARTY

Either party may terminate the contract by sending formal notification to the other party
with one month written notice.

If the contract is terminated:
(a) neither party is entitled to compensation;

(b) the contractor is entitled to payment only for the services provided before
termination takes effect.

The second, third and fourth paragraphs of Article 11.18.4 apply.

1.12. APPLICABLE LAW AND SETTLEMENT OF DISPUTES

1.12.1.The contract is governed by Union law, complemented, where necessary, by the law
of Poland.

1.12.2.The courts of Warsaw have exclusive jurisdiction over any dispute regarding the
interpretation, application or validity of the contract.

1.13. [OTHER SPECIAL CONDITIONS]

Not applicable

SIGNATURES

Contract number: [complete] Service contract conditions of December 2018

For the contractor, For the contracting authority,

RAND EUR FRONTEX

Signature Signature

  

Done at caAMmBRıNncE, LIKE JAOCT AO\Y Done at WARSAW, 2019 -10- 16

In duplicate in English.