SERVICE AGREEMENT
INDICATIVE MODEL
1. Contracting parties
Under the Emergency Ordinance no. 34/2006 regarding the award of public procurement
contracts, of public works concession contracts and services concession contract, with subsequent
amendments and supplements, this agreement was concluded to provide services,
By and between
THE NATIONAL AUTHORITY FOR TOURISM , with its head office in Bucharest, 38 Dinicu
Golescu Blvd., 1st district, telephone/fax number 0372.114.095, 0372.144.093, tax code 31129693,
account no. RO13TREZ70123870156XXXXX, opened at the Treasury of the 1st District, legally
represented by the President Razvan FILIPESCU, as purchaser, on the one hand,
and
…….............................................……………......................name of the economic operator address
.........................................telephone/fax number
.....................registration number ..........................................tax code ...................................account
(treasury,
bank)..........................................................................represented
by
.............................................................(name of the manager), position...............................................
as supplier, on the other hand.
2. Definitions
2.1 - In this contract the following terms shall mean:
a) Agreement - this agreement and all its annexes;
b)purchaser and supplier - the contracting parties, as nominated in this agreement;
c) price of the agreement - the price payable to the supplier by the purchaser, under the agreement,
for the full and corresponding performance of all the obligations undertaken by agreement;
d)services - activities whose provision is the object of the agreement;
e)goods - equipment, machines, tools, spare parts and any other goods contained in the annex /
annexes to this agreement and which the provider has the duty to provide corresponding to the
services provided under the agreement;
f)Force Majeure - represents a circumstance of foreign origin, extraordinary, absolutely
unpredictable and inevitable, which is outside the control of any party, which is not due to their error
or fault, and makes impossible the execution and fulfillment of the agreement; such events are: wars,
revolutions, fires, floods or other natural disasters, restrictions arising from quarantine, embargo, the
list is not exhaustive, but declarative. It is not considered a Force majeure an event similar to those
listed above which, without creating an impossibility of executing, make extremely expensive the
execution of the obligations of a party;
g) day - calendar year; year - 365 days.
3. Interpretation
3.1 - In this agreement, unless stated otherwise, the words on singular shall include the plural and
vice versa where the context so permits.
3.2 - The term "day" or "days" or any reference to days means calendar days unless specified
differently.
Compulsory provisions
4. Object
4.1. - The supplier undertakes to provide the services..................................(name of the services),
during the period/periods established and according to the obligations undertaken by this agreement.
4.2. - The purchaser undertakes to pay the supplier the price established for the execution of the
services agreement ................................ . (name)
5. Price of the agreement and payment methods
5.1. The price of the agreement is of ………… Including VAT, respectively ………… lei without
VAT, representing the equivalent of ……………. Euro without VAT, respectively ………….. Euro,
including VAT, according to the Supplier's offer no.………/…………..
5.2. Price is firm and cannot support changes throughout the entire agreement.
5.3. Payment shall be made in ………… according to the payment schedule , by bank transfer, with
payment order, within 30 days of the receipt of services, performed under art. ..........., based on the
invoices issued by the Supplier and supported by documentary evidence and accepted by the
Purchaser and the reception note/notes which shall record the obligations assumed by the Supplier
for each step provided in the specifications.
5.4. Payment shall be made in the account of the Supplier no. ………………, opened at
………………..
6. Duration of the agreement
6.1 – This Agreement shall enter into force upon signature by both parties and after the Supplier has
made proof of the performance guarantee .
6.2 – This Agreement shall cease to have effect from the date of fulfillment, by both contracting
parties, of their obligations under the agreement.
7. Period of execution of the agreement
7.1 – The supplier is required to start rendering the services covered by this agreement from the date
specified in the order issued by the Purchaser / within ....... Upon the issuance by the Purchaser of the
order of commencement of the agreement.
7.2 – The period of execution of the services covered by this agreement by the supplier is ________
from the date of entry into force of the agreement, but not later than ____________.
8. Documents of the agreement
8.1 - The documents of the agreement are(at least):
a) tender book – Annex 1;
b)technical proposal and financial proposal – Annex 2;
c)service delivery schedule – Annex 3;
d)Brand Manual Annex 4;
e)POR visual identity manual – Annex 5.
9. Main obligations of the supplier
9.1- The supplier undertakes to provide services covered by this agreement during the period /
periods agreed, according to the schedule, and in accordance with their obligations.
9.2- The supplier undertakes to provide services to the standards and / or performances presented in
the technical proposal, attached to the agreement.
9.3 –(1) The supplier undertakes to provide services in accordance with the service delivery
schedule.
(2) If, due to external factors unforeseen by this agreement, the Purchaser requires modification of
the schedule, the Supplier shall endeavor to agree on the new schedule and together with the
Purchaser, shall implement the activities under this agreement.
(3) If, during the performance of the agreement occur circumstances , which are not due to the
Supplier, but make him unable to meet the provision deadlines set out in the schedule, he shall notify
the Purchaser about this, in time. Unless the Purchaser accepts the schedule revision based on the
justifications provided by the Supplier, concluding an addendum to this effect, any delay in
performing the agreement entitles the Purchaser to claim the supplier delay increases , according to
art._11 .1
9.4 - (1) The supplier is required to perform the services under the agreement with due
professionalism and promptness corresponding to the commitment and in accordance with his
technical proposal .
(2) The supplier undertakes to monitor service delivery to ensure human resources, materials,
facilities, equipment and any other such, either temporary or permanent , and required by contract,
insofar as the need for them is provided by the agreement or can be reasonably inferred from the
agreement.
9.5 - The Supplier is fully liable for the services execution in accordance with the schedule. He is
also responsible for both the safety of all operations and performance methods used and the
qualifications of the staff employed throughout the duration of the agreement.
(specify the annex containing the service provision schedule
9.6.- The supplier is responsible for implementing the number of TV broadcast, appearances in the
written press, as well as for creating the number of street advertising billboard type, provided in the
technical bid (Annex 2). If the number of TV broadcast, appearances in the written press, as well as
for creating the number of street advertising billboard type set by the technical bid is not reached ,
the Supplier shall request , if possible, to re-broadcast / reprint them. In case this is not possible the
payment due to the supplier shall be reduced by the equivalent broadcasts / publications /
appearances that have not been achieved. In this sense , the cost of dissemination / publication /
appearances unreached shall be calculated based on the detailed financial bid of the Supplier - Annex
2 to the agreement.
9.7 - The Supplier undertakes to indemnify the purchaser against any:
i) complaints and legal actions resulting from infringement of intellectual property rights
(patents, names, trademarks, etc.). related - or in connection with the services provided , and
ii) damages, costs, charges and expenses of any kind, related, unless such infringement results
from compliance with the tender book issued by the purchaser.
10. Main obligations of the purchaser
10.1 - The purchaser undertakes to pay the price agreed in the agreement for the services provided .
10.2 - The purchaser undertakes to provide reception of the services, according to Article 17.
10.3 - The purchaser undertakes to pay the price to the supplier, under the terms of article 5 of this
agreement. Currency payments shall be made by complying with the legal provisions .
(specify the payment period for the invoice and , where appropriate , the payment schedule )
10.4 - If the purchaser does not pay the invoices within 30 days of the expiry of the period referred to
in article 5.3 , the supplier has the right to suspend services . As soon as the purchaser honors , the
supplier shall resume services within 48 hours.
10.5. - The purchaser undertakes to provide the supplier with any facilities and / or information,
requested in his technical proposal and which he considers necessary to fulfill the agreement
11. Sanctions for the culpable failure to fulfill the obligations
11.1 - If, due to the exclusive fault, the supplier fails to perform his obligations under the agreement,
the purchaser is entitled to deduct from the contract price , as a penalty , a sum equivalent to .... % of
the contract price .
(specify the percentage for each day / week of delay until actual fulfillment of the obligations)
11.2 - If the purchaser does not pay the invoices within ......... days from the expiry of the period
referred to in article 5.3 of the agreement, the supplier has the right to request, as penalty, an amount
equal with _____ % of the outstanding payment
(specify the same percentile quota, provided for paragraph 9.1, for each day / week of delay until
actual fulfillment of the obligations)
11.3 - Failure to comply with the obligations under this agreement by either party, by fault , entitles
the injured party to treat the agreement terminated de jure / request termination of the agreement and
to claim payment of damages.
11.4 - The Purchaser reserves the right to terminate the contract by written notice to the supplier,
without any compensation, if the latter goes bankrupt, provided that such termination will not
prejudice or affect the right of action or remedy for the supplier . In this case, the supplier is entitled
to claim payment only for the part of the agreement performed by the unilateral termination of the
contract .
11.5 - The Purchaser reserves the right to withdraw from this agreement within 30 days after
occurrence of circumstances that could not be foreseen and which lead to modification of the
contractual provisions to the extent that its performance would be contrary to the public interest, with
prior notification to the Supplier, with at least 15 ( fifteen) days before the termination becomes
effective.
Specific provisions
12. Contract performance guarantee
12.1 (1).- The supplier is required to submit a contract performance bond within 7days from the
signing of this agreement by both parties , by -----------------(2). The amount of the contract performance guarantee is __________ , representing a percent of ___
% of the contract value excluding VAT .
(specifying the establishment, amount and period of the performance guarantee)
12.2 - The Purchaser undertakes to release the guarantee for participation and, where appropriate , to
issue the order to commence the contract only after the supplier has made proof of the performance
guarantee .
12.3 - The Purchaser has the right to make claims on the performance guarantee , within the damage
caused, if the supplier does not perform , runs late or improperly performs his obligations under this
agreement. Prior to issuing a claim on the performance guarantee , the purchaser is required to notify
the supplier , while stating the obligations which have not been met .
12.4 - The Purchaser undertakes to return the performance guarantee within ..... upon fulfilling of the
obligations undertaken .
(specifying the restitution method and time)
13. Intellectual property rights
13.1. The Purchaser entitles the supplier to use the word mark " Romania - Explore the Carpathian
garden", as well as the logos of Romania's tourism brand to reproduce the promotional materials
stated in the tender book ........ and only in the amounts specified therein .
13.2 The supplier has the right to use the word mark " Romania - Explore the Carpathian garden"
and logos of the Romania's tourism brand exclusively to produce promotional materials subject to
the agreement .
13.3. The purchaser shall provide the Supplier, electronically CD / DVD , with the logo and slogan
to reproduce their promotional materials.
13.4. The supplier undertakes not to give to third parties, free of charge or consideration for
broadcasting, reproduction or any other title, the trademarks and logos which are the subject of this
agreement, without the prior consent of the Purchaser.
13.5. The supplier undertakes not to make any modification, enhancement, transformation to the
trademarks and logos provided by the Purchaser.
13.6. The supplier is obliged not to harm, by the use of trademarks and logos , the honor or
reputation of the purchaser
13.7. Any breach by the supplier of art. 13 gives the purchaser the right to consider the contract
terminated as of right, without having to meet any further ado and without any judicial and other
proceedings and to claim payment of damages.
13. Other intellectual property rights
13.8. Patrimony rights on the materials made by the Supplier, in accordance with the agreement and
accepted by the Purchaser, to be operated without being restricted to a territory, shall be deemed
irrevocably transferred to the Beneficiary at the date of the execution of the payment obligation for
the services corresponding to these rights.
13.9. The Supplier assigns entirely to the Purchaser advertising materials made by the Supplier,
representing the object of the agreement, including the rights of use or exploitation by any means or
process existing at the effective date of the agreement or invented or disclosed to the public at such
later date, as provided by the legislation in force.
13.10. Any results or rights , including intellectual property rights, obtained in the performance of
the service agreement shall be the exclusive property of the Purchaser, which he shall use, publish,
assign or transfer as he deems appropriate, without being limited to a specific territory.
13.11. The supplier shall not publish articles relating to the services covered by this agreement and
shall not refer to these services during the execution of other services to third parties and shall not
disclose any information supplied by the purchaser, without his prior written consent .
13.12 Any results or rights therein, including copyrights and / or other intellectual property rights
and / or industrial achievements in the implementation or following the execution of this agreement,
unless such rights are pre-existing to the agreement, will be owned by the purchaser, which may use,
publish or transfer them, as deemed necessary, without any geographical or other limitation .
13.13. The supplier shall not directly or indirectly benefit from any fees, gratuities, or commission
related to any article or process, under the protection of copyright and / or any other intellectual
property rights and / or industrial, used within or for the purposes of this agreement.
14. Special provisions
Given Romania's status as member of the European Union, according to the Treaty of Accession of
Romania to the European Union, ratified by Law no. 157/2005, taking into account the fact that the
agreement is part of the "Defining the national tourism brand to create a positive image of Romania
as a tourist destination" project , financed by the Regional Operational Programme 2007 - 2013 ,
Key Area of Intervention 5.3 "The promotion of tourism potential and creating the necessary
infrastructure for the purpose of increasing Romania's attractiveness as a tourist destination "
priority Axis " Sustainable development and tourism promotion . "
14.1 In accordance with the provisions of the Regulation (EC ) no. 1083/2006 of of the Council, of
11 July 2006 laying down general provisions on the European Regional Development Fund ,
European Social Fund and the Cohesion Fund and repealing Regulation (EC ) no. 1260/1999 ;
Regulation ( EC) no. 1828/2006 of the Commission of 8 December 2006 laying down detailed rules
for implementing Council Regulation ( EC) no. 1083/2006 laying down general provisions on the
European Regional Development Fund , European Social Fund and the Cohesion Fund and of
Regulation (EC ) no. 1080/2006 of the European Parliament and of the Council on the European
Regional Development Fund and of Regulation ( EC) no. 846/2009 of the Commission of 1
September 2009 amending Regulation ( EC) no. 1828/2006 laying down detailed rules for
implementing Council Regulation ( EC) no. 1083/2006 laying down general provisions on the
European Regional Development Fund , European Social Fund and the Cohesion Fund and of
Regulation (EC ) no. 1080/2006 of the European Parliament and of the Council on the European
Regional Development Fund , the Supplier shall use and reproduce on the promotional materials the
items listed in the Manual of visual identity for the Regional Operational Program, that shall be
provided by the Beneficiary and shall represent an Annex to this agreement.
14.2. Any breach by the Supplier of the provisions of art. 14.1 entitles the Employer to claim
payment of damages, which shall be deducted from the contract price in proportion to the services
rendered .
15. Documents storage and record keeping
15.1 The Supplier is required to establish and keep , for a period of 5 years from the completion of
the agreement, complete, accurate, adequate and systematic documentation records about the
services provided in a form and at a level of detail sufficient to establish with accuracy if the actual
expenses of the supplier, the amount provided in the detailed budget of the agreement for incidental
expenses and for the verification of expenditure, were incurred for the performance of services
covered by this agreement and in accordance the provisions thereof.
15.2 All documents supporting the activities of the Supplier in performing the agreement , must be
kept by the Supplier as required by the law in force.
15.3 The Supplier is required to allow persons authorized by the Purchaser, as well as the European
Commission, the European Court of Auditors and / or persons / entities designated by them, to verify
and audit these documents, including to acquire copies thereof, at any time both during the
execution of the agreement and thereafter, as required by the law in force.
15.4 If the supplier does not comply with the requirement of achieving and keeping these documents
, the Purchaser has the right to request cancellation of the agreement and full reimbursement of the
amounts paid to the supplier.
16. Reporting
16.1 The supplier, is obliged to draft and sent the Purchaser, upon the terms set: intermediate reports
certified by an authorized third party (established depending on the service provision schedule) and a
final report at the end of the agreement, certified by an authorized third party.
16.2 Based on the service provision and their acceptance by the purchaser (essential condition
according to art. 5), the approval of the final report by the Purchaser, the payments shall be made to
the supplier.
17. Reception and verifications
17.1 The Purchaser shall verify the provision of the services to determine their compliance with the
provisions of the tender book and the offer of the supplier.
17.2 Inspections shall be conducted in accordance with the provisions of this agreement.
17.3 Reception services are carried out once the reports referred to in Article 16, regarding the
services under the contract, are delivered, based on the minutes of the reception, which shall record
the performance of all obligations of the supplier under the agreement, as well as the tender book,
signed by the authorized representatives of the parties.
17.4. Reception operations involve:
a. identification of the services provide;
b. finding possible discrepancies of performances compared with the technical proposal,
tender book and the agreement hereby ;
c. verification of the compliance of the performance conditions according to the
specifications of the tender book;
d. finding any deficiencies compared with the contract.
17.5. The operations specified in art.17.4 are subject of a reception report prepared on-site by the
Beneficiary, and signed both by him and by the Supplier. If the supplier refuses to sign the report ,
this fact shall be mentioned. In this case, the Beneficiary shall send the supplier, within 5 days from
the drafting date, a copy of the report
17.6. The supplier is required to address the matter, when these inconsistencies are referred to the
representatives of the Beneficiary, otherwise the Beneficiary shall be entitled to claim damages, to be
deducted from the contract price in proportion to the services rendered .
17.7. If the Purchaser does not accept, in whole or in part, justified, the results of the supplier's
activity in performing this agreement, the Purchaser reserves the right to refuse the payment
corresponding to the activities related.
18. Commencement, completion, delays, cessation
18.1 - If the supplier suffers delay and / or incurs additional costs due exclusively to the purchaser ,
the parties will agree to:
a) extend the period of service provision ; and
b) add the total expenditure, if any, to the contract price.
18.2 - (1) The services under the agreement or , if applicable, any phase thereof expected to be
completed within a period specified in the schedule must be completed within the time agreed by the
parties, which shall be calculated from the date of commencement of the provision of services .
(2) Where:
a) any reason of delay is not due to the supplier, or
b) other unusual circumstances likely to occur, other than a breach of contract by the
supplier,
entitle the supplier to request extension of services or any stage thereof , then the parties shall jointly
review the period of performance and sign an addendum .
18.3 - If, during the performance of the agreement, the supplier does not comply with the
performance schedule, he shall notify the purchaser about this in due time. Change of the date /
periods of performance undertaken in the performance schedule is made by consent of the parties ,
by addendum .
18.4 - Unless the purchaser agrees to an extension of time for execution, any delay in performing the
agreement entitles the purchaser to claim penalties from the suppliers.
19. Suspension of the execution of the agreement
19.1 The Purchaser has the right to suspend performance of the agreement, in whole or in part, at
any time and any manner deemed necessary, by notifying the supplier in this respect, at least 7 days
in advance. If the period of suspension of execution of the contract exceeds 10 days, and the
suspension is not imposed by the failure or improper performance by the supplier of its obligations,
the supplier has the right to require the purchaser to resume execution, no later than 20 days. If the
purchaser does not accept this, the supplier has the right to treat the agreement as terminated.
20. Subcontractors
20.1 - The supplier shall , if he subcontracts parts of the agreement, enter into agreements with the
appointed subcontractors, on the same terms in which he concluded the agreement with the purchaser
.
20.2 - (1) The supplier is required to submit, upon the conclusion of the agreement, all agreements
concluded with the appointed subcontractors .
(2) The list of subcontractors, their identification data, as well as the agreements concluded with
them constitute annexes to the agreement.
18.3 - (1) The Supplier is fully liable to the purchaser of the way in which he fulfills the agreement.
(2) The Subcontractor is fully responsible to the supplier regarding the way in which he fulfills his
part of the agreement.
(3) The supplier is entitled to claim damages from subcontractors if they do not fulfill their part of
the agreement.
20.4 - The supplier may change any subcontractor only if he has not fulfilled his part of the
agreement. Change of the subcontractor does not alter the contract price and shall be notified to the
supplier.
21. Transfer
21.1 – The supplier is allowed to transfer only the debts arising from this agreement, the obligations
arising being the duty of the contracting parties, as originally stipulated and undertaken.
21.2 – The transfer shall not exempt the supplier from any responsibility regarding other obligations
undertaken by agreement.
22. Termination
22.1.This agreement shall terminate:
a) the date of expiration of the term for which the agreement was concluded;
b) by written agreement of the parties, occurred before the contractual termination;
c) by termination due to culpable failure to fulfill the contractual obligations, under the provisions of
art. 11.3, 13.7, 15.4;
d) by unilateral withdrawal according to art. 11.4. and 11.5.
22.2. This Article shall not affect other provisions of the agreement relating to penalties,damage interests and termination.
22.3. Termination before the deadline for which the agreement was concluded shall not relieve the
parties of the obligations resulting from this agreement, due to that date.
22.4. In any event entitling the Purchaser to consider the agreement terminated, the Provider shall
legally be deemed in default.
23. Force Majeure
23.1 - Force majeure is established by a competent authority .
23.2 - Force majeure exempts the contracting parties from fulfilling their obligations under this
agreement, as long as it is instated.
23.3 - The.fulfillment of the agreement shall be suspended during Force majeure , but without
prejudice to the rights to which the parties were entitled to before its appearance.
23.4 - The contracting party invoking Force majeure shall notify the other party immediately and
completely , the production thereof and shall take all measures at its disposal to limit the
consequences.
23.5 - The contracting party invoking Force majeure shall notify the other party of the cessation of
the cause thereof within 15 days after termination .
23.6- Should the Force majeure last or is expected to act for a period exceeding six months, either
party shall be entitled to notify the other party of the termination of this agreement , without any of
the parties to be able to claim damages.
24. Dispute settlement
24.1 - The purchaser and the supplier shall make every effort to resolve amicably, by direct
negotiations, any disagreement or dispute which may arise between them under or in connection with
this agreement.
24.2 - Provided that, within 15 days of the commencement of these negotiations, the purchaser and
the supplier fail to resolve amicably a contract dispute, each party may request that the dispute be
settled - by the courts of Romania in whose jurisdiction is the registered office of the purchaser.
25. Language governing the agreement
25.1 - The agreement is governed by the Romanian language.
26. Communications
26.1 - (1) Any communication between the parties relating to the performance of this agreement
shall be submitted in writing.
(2) Any written document must be registered when sent and when received.
26.2 - Communications between the parties can also be made by telephone, telegram, telex, fax or email provided written confirmation of receipt of the communication.
27. Applicable law
27.1 - The agreement shall be interpreted under the laws of Romania.
The parties agreed to conclude today .......................... this agreement in 2 (two) copies, one
copy for each party.
(to be mentioned the signing date by each party).
Purchaser,
......................... (authorized signature)
Supplier,
...............................(authorized signature)