= FRONTEX Ei

EUROPEAN BORDER AND COAST GUARD AGENCY

FRAMEWORK CONTRACT FOR SERVICES

NUMBER — Frontex/OP/76/2019/MS

1. European Border and Coast Guard Agency, Plac Europejski 6, 00-844 Warsaw, Poland, NIP:1132575531,
(further referred to as “Frontex’ or "Contracting Authority"), which is represented for the purposes of the

of the one part and

2. GTC AMG sp. z 0.0., with registered office at ul. Rolna 1554, 02-729 Warsaw, Poland, entered in the register

of entrepreneurs under the KRS no. 0000141779, Taxpayer Identification No. (NIP):1180114897, REGON:
011675790, represented for the purposes of the signature of this framework contract by

power of attorney dated 26/07/2019 attached,

on the other part,

= FRONTEX Ei

EUROPEAN BORDER AND COAST GUARD AGENCY

HAVE AGREED

to the special conditions, the general conditions for framework contracts for services and the following
annexes!

Annex I - Terms of reference Frontex/OP/76/2019/MS
Annex II - Contractor’s tender of 26/07/2019 together with the clarification received on 22/08/2019
Annex Ill - Specific order template

which form an integral part of this framework contract (‘the FWC').
This FWC sets out:
1. the procedure by which the contracting authority may order services from the contractor;

2. the provisions that apply to any specific contract which the contracting authority and the contractor
may conclude under this FWC; and

3. the obligations of the parties during and after the duration of this FWC.

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

Contract number: Frontex/OP/76/2019/MS

Il. SPECIAL CONDITIONS

1.1. ORDER OF PRIORITY OF PROVISIONS

If there is any conflict between different provisions in this FWC, 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
FWC.

(b) The provisions set out in the general conditions take precedence over those in the order form and
specific contract (Annex Ill)

(c) The provisions set out in the order form and specific contract (Annex Ill) take precedence over those in
the other annexes.

(d) The provisions set out in the terms of reference (Annex |) take precedence over those in the tender
(Annex Il).

(e) The provisions set out in the FWC take precedence over those in the specific contracts.
(f) [The provisions set out in the specific contracts take precedence over those in the requests for services.
(g) The provisions set out in the requests for services take precedence over those in the specific tenders. ]

Any reference to specific contracts applies also to order forms.
1.2. SUBJECT MATTER
The subject matter of the FWC is provision of interpretation services as defined in Annex | Terms of reference.
1.3. ENTRY INTO FORCE AND DURATION OF THE FWC

13,1 The FWC enters into force on the date on which it is signed by the last contracting party.

1.3.2 The implementation of the FWC cannot start before its entry into force,

1.3.3 The FWE is concluded for a period of 12 months with effect from the date of its entry into force.
1.3.4 The parties must sign any order form before the FWC expires.

The FWC continues to apply to such orders after its expiry. The services relating to such specific orders
must be performed no later than six months after the expiry of the FWC.

1.3.5 Renewal of the FWC

The FWC is renewed automatically three times for 12 months each, unless one of the parties receives formal
notification to the contrary at least three months before the end of the ongoing duration. Renewal does not
change or postpone any existing obligations.

1.4. APPOINTMENT OF THE CONTRACTOR AND IMPLEMENTATION OF THE FWC

1.4.1 Appointment of the contractor
The contracting authority appoints the contractor for a single FWC,
1.4.2 Period of provision of the services

The period for the provision of the services starts to run from the date on which the specific contract is signed
by the last party unless otherwise indicated in the specific order.

1.4.3 Implementation of single FWC

The contracting authority orders services by sending the contractor a specific order by e-mail.

Within five working days, the contractor must either:

- send the specific order back to the contracting authority signed and dated; or

- send an explanation of why it cannot accept the order.

if the contractor repeatediy refuses io sign ihe specific orders or repeatedty fails to send them back on time,

L
the contractor may be considered in breach of its obligations under this FWC as set out in Article 11.18.1 (c).

1.5. PRICES

1.5.1 Maximum amount of the FWC and maximum prices

The maximum amount covering all purchases under this FWC including all renewals is 700 000 EUR (seven hundred
thousand euro). However, this does not bind the contracting authority to purchase for the maximum amount.

Frontex reserves the right to conduct exceptional negotiated procedure based on Point 11 e) of Annex 1 to the
Financial Regulation to increase the ceiling, if such a need occurs.

The prices of the services are as listed in Annex Il.
1.5.2 Price revision index
Price revision is determined by the formula set out in Article I1.20 and using the trend in the harmonised indices

of consumer prices (HICP) European index of consumer prices (EICP) published for the first time in Eurostat’s
monthly ‘Data in Focus’ publication available on the website: http://www.ec.europa.eu/eurostat/

 

1.5.3 Reimbursement of expenses

The contracting authority must reimburse the following in accordance with Article 11.22: travel and
accommodation expenses according to Appendix 3 to the Terms of reference;

The total value of expenses may not exceed 50 000 EUR (fifty thousand euro) throughout the duration of the FWC
including renewals. This amount may be amended by written agreement between parties.

1.6. PAYMENT ARRANGEMENTS

1.6.1 Pre-financing

Following signature of the Specific order by the last party and its receipt by the contracting authority, in case
the value of the order form exceeds 30 000 EUR, the Contractor may claim a pre-financing payment of 30% of
the total amount payable under the Specific order.

The Contractor must send to Frontex an invoice in electronic format (pdf) to the address:
EEE for the pre-financing payment.

The contracting authority must pay the pre-financing within 30 days of receiving the invoice. The contracting
authority may refuse to make payments where the performance of the Order prove to have been subject to
substantial errors, irregularities or fraud attributable to the Contractor.

1.6.2 Interim payment

Interim payment is not applicable to this FWC.

1.6.3 Payment of the balance

1. The contractor (or leader in the case of a joint tender) may claim the payment of the balance for the services
performed as defined in article 11.21.6.

The contractor (or leader in the case of a joint tender) must send an invoice in electronic format (pdf) to the
address: invoices@frontex.europa.eu for payment due under a specific order under the condition that the

/

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Contract number: Frontex/OP/76/2019/MS

services were approved by Frontex and all supporting documents are in line with the Terms of reference, The
invoice must indicate the Contract and specific order number including FRO number.

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

3. If the contracting authority has observations to make, it must send them to the contractor (or leader in the
case of a joint tender) and suspend the time limit for payment in accordance with Article 11.21.7.

The contractor (or leader in the case of a joint tender) has ten days to submit additional information or
corrections or a new version of the documents if the contracting authority requires it.

4. The contracting authority must 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.

1.6.4 Performance guarantee
Performance guarantee is not applicable to this FWC.
1.6.5 Retention money guarantee

Retention money guarantee is not applicable to this FWC.
1.7 BANK ACCOUNT

Payments must be made to the contractor’s bank account denominated in EUR identified as follows:

 

Change of the above bank account requires notification to be conducted in line with article 1.8 Communication
Details.

1.8 COMMUNICATION DETAILS

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

Contracting authority:

 

Contractor (or leader in the case of a joint tender):;

1.8.2 By derogation from this Article, different contact details for the contracting authority or the contractor
may be provided in specific orders.

1.8.3 Change of the Contact details require an e-mail notification only.

1.9 DATA CONTROLLER

19,1 Processing of personal data by the contracting authority
For the purpose of Article 11.9.1,

(a) the data controller is Head of Budget, Finance and Corporate Services Unit;
(b) the data protection notice is available at https://ec.europa.eu/info/data-protection-public-
procurement-procedures_en.

 

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 e-mail addresses
of subscribers of online publications and tools;

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

l 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
[access to data may be given on a need to know basis only to authorised persons established in a
country which has been recognised by the European Commission as providing adequate protection to
personal data];

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 FWC 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 FWC

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 FWC,
including the tender specifications, these results may be used for any of the following modes of exploitation:

(a) use for its own purposes:
® making available to the staff of the contracting authority;

® making available to the persons and entities working for the contracting authority or cooperating with
it, including contractors, subcontractors whether legat or natural persons, Union institutions, agencies
and bodies, Member States’ institutions;

®  installing, uploading, processing;

®@ arranging, compiling, combining, retrieving;

' 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-content/EN/TXT/PDF/?uri=CELEX:32018R1725&from=EN

Contract number: Frontex/OP/76/2019/MS

®  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;]

[(e) 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;
® summarising;
® modifying the content, the dimensions;

© 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;

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

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

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

® extracting a part or dividing into parts;

®  translating, inserting subtitles, dubbing in different language versions:
- English, French, German;
- all official languages of EU;
- languages used within EU;
- languages of candidate countries;
- [list or name other languages]. ]

(f) rights to authorise, license, or sub-license in case of licensed pre-existing rights, the modes of
exploitation set out in any of the points (a) to (e) to third parties. 8

(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 modes of exploitation may be defined in more details in the specific contract.

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 FWC and/or the FWC and specific contracts by sending formal notification to the
other party with three months written notice.

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

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(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 FWC is governed by Union law, complemented, where necessary, by the law of Poland.

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

1.13 SERVICE PROVIDED ON THE PREMISES OF THE CONTRACTING AUTHORITY

If necessary for performance of a specific contract, the contracting authority may give the personnel of the
contractor access to its premises by means of an access card. The access card remains the property of Frontex
and must be returned upon request, upon expiry or in cases where the application conditions are no longer met.

If the access card is not returned on the day it expires, the contracting authority may claim liquidated damages
of 100 EUR for each day of delay up to a maximum of EUR 1000. This represents a reasonable estimate of fair
compensation for the damage incurred.

SIGNATURES

For the contractor,

Signature: _

 

Done at Warsaw, date: Done at Warsaw, date? n SEP 2019

In duplicate in English.

Contract number: Frontex/OP/76/2019/MS

Il. GENERAL CONDITIONS FOR THE FRAMEWORK CONTRACT FOR SERVICES

11.1 DEFINITIONS

For the purpose of this FWC, the following definitions (indicated in italics in the text) apply:
‘Back office’: the internal system(s) used by the parties to process electronic invoices;

‘Confidential information or document’: any information or document received by either party from the other
or accessed by either party in the context of the implementation of the FWC, that any of the parties has
identified in writing as confidential. It may not include information that is publicly available;

‘Conflict of interest’: a situation where the impartial and objective implementation of the FWC by the
contractor is compromised for reasons involving family, emotional life, political or national affinity, economic
interest, or any other shared interest with the contracting authority or any third party related to the subject
matter of the FWC;

‘Creator’: means any natural person who contributes to the production of the result;

“EDI message’ (electronic data interchange): a message created and exchanged through the electronic transfer,
from computer to computer, of commercial and administrative data using an agreed standard;

‘e-PRIOR’: the service-oriented communication platform that provides a series of web services and allows the
exchange of standardised electronic messages and documents between the parties. This is done either through
web services, with a machine-to-machine connection between the parties’ back office systems (EDI messages),
or through a web application (the supplier portal). The Platform may be used to exchange electronic documents
(e-documents) such as electronic requests for services, electronic specific contracts, electronic acceptance of
services and electronic invoices between the parties. Technical specifications (i.e. the interface control
document), details on access and user manuals are available at the following website:
http://ec.europa.eu/dgs/informatics/supplier_portal/documentation/documentation_: en.htm

‘Force majeure’: any unforeseeable, exceptional situation or event beyond the control of the parties that
prevents either of them from fulfilling any of their obligations under the FWC. The situation or event must not
be attributable to error or negligence on the part of the parties or on the part of the subcontractors and must
prove to be inevitable despite their exercising due diligence. Defaults of service, defects in equipment or
material or delays in making them available, labour disputes, strikes and financial difficulties may not be invoked
as force majeure, unless they stem directly from a relevant case of force majeure;

‘Formal notification’ (or ‘formally notify’): form of communication between the parties made in writing by mail
or email, which provides the sender with compelling evidence that the message was delivered to the specified

recipient;

‘Fraud’: any intentional act or omission affecting the Union’s financial interests relating to the use or
presentation of false, incorrect or incomplete statements or documents or to non-disclosure of information in
violation of a specific obligation;

‘Implementation of the FWC’: the purchase of services envisaged in the FWC through the signature and
performance of specific contracts;

“Interface control document’: the guideline document which lays down the technical specifications, message
standards, security standards, checks of syntax and semantics, etc. to facilitate machine-to-machine connection.
This document is updated on a regular basis;

“Irregularity’: any infringement of a provision of Union law resulting from an act or omission by an economic
operator, which has, or would have, the effect of prejudicing the Union’s budget.

‘Notification’ (or ‘notify’): form of communication between the parties made in writing including by electronic
means;

‘Order form’: a simplified form of specific contract by which the contracting authority orders services under this
FWC;

‘Performance of a specific contract’: the execution of tasks and delivery of the purchased services by the
contractor to the contracting authority;

‘Personnel’; persons employed directly or indirectly or contracted by the contractor to implement the FWC;

‘Pre-existing material’: any material, document, technology or know-how which exists prior to the contractor
using it for the production of a result in the implementation of the FWC;

‘Pre-existing right’: any industrial and intellectual property right on pre-existing material; it may consist in a
right of ownership, a licence right and/or right of use belonging to the contractor, the creator, the contracting
authority as well as to any other third parties;

"Professional conflicting interest’: a situation in which the contractor’s previous or ongoing professional
activities affect its capacity to implement the FWC or to perform a specific contract to an appropriate quality
standard.

‘Related person’: any person who has the power Lo represent Ihe conliaclor ur Lu Lake Jecisions on its behalf,

‘Request for services’: a document from the contracting authority requesting that the contractors in a multiple
FWC provide a specific tender for services whose terms are not entirely defined under the FWC;

‘Result’: any intended outcome of the implementation of the FWC, whatever its form or nature, which is
delivered and finally or partially approved by the contracting authority. A result may be further defined in this
FWC as a deliverable. A result may, in addition to materials produced by the contractor or at its request, also
include pre-existing materials;

‘Specific contract’: a contract implementing the FWC and specifying details of a service to be provided;

‘Substantial error’: any infringement of a contract provision resulting from an act or omission, which causes or
might cause a loss to the Union’s budget.

‘Supplier portal’: the e-PRIOR portal, which allows the contractor to exchange electronic business documents,
such as invoices, through a graphical user interface; its main features can be found in the supplier portal overview
document available on:

http://ec.europa.eu/dgs/informatics/supplier_portal/doc/um_ supplier_portal overview.pdf

11.2 ROLES AND RESPONSIBILITIES IN THE EVENT OF A JOINT TENDER

In the event of a joint tender submitted by a group of economic operators and where the group does not have
legal personality or legal capacity, one member of the group is appointed as leader of the group.

11.3 SEVERABILITY

Each provision of this FWC is severable and distinct from the others. If a provision is or becomes illegal, invalid
or unenforceable to any extent, it must be severed from the remainder of the FWC. This does not affect the
legality, validity or enforceability of any other provisions of the FWC, which continue in full force and effect.
The illegal, invalid or unenforceable provision must be replaced by a legal, valid and enforceable substitute
provision which corresponds as closely as possible with the actual intent of the parties under the illegal, invalid
or unenforceable provision. The replacement of such a provision must be made in accordance with Article I1.11.
The FWC must be interpreted as if it had contained the substitute provision as from its entry into force.

11.4 PROVISION OF SERVICES

11.4.1 Signature of the FWC does not guarantee any actual purchase. The contracting authority is bound only
by specific contracts implementing the FWC.

11.4.2 The contractor must provide services of high quality standards, in accordance with the state of the art
in the industry and the provisions of this FWC, in particular the tender specifications and the terms of
its tender.

11.4.3 The contractor must comply with the minimum requirements provided for in the tender specifications.
This includes compliance with applicable obligations under environmental, social and labour law