SERVICES CONTRACT
MODEL
1. Contracting parties
Considering the provisions of Emergency Ordonance no. 34/2006 on the award of
public procurement contracts, public works concession contracts and service concession,
as amended and supplemented, we concluded this agreement to provide services,
Between
THE NATIONAL AUTHORITY FOR TOURISM, with main office in Bucharest, Bd. Dinicu
Golescu, nr. 38, sector 1, telephone/fax 0372.114.095, 0372.144.093, VAT registration
number/tax number 31129693, account no. RO13TREZ70123870156XXXXX, open at
Treasury District 1, legally represented by vicepresedinte Mirela Florența MATICHESCU,
based on the Prime Minister’s decision no. 135/11.05.2015, as Purchaser,
and
S.C.……............................................SRL, address……………………VAT registration
number/tax number, registered at Trade Register.....................................account
…………………………opened at ................................................................... represented by
.......................................................... (name of the leader), legally represented
by………………., acting as Provider.
.
2. Definitions
2.1 – In the hereby contract, the following terms shall be interpreted as below:
a. Contract – the hereby contract and all its annexes;
b. Purchaser and Provider – the contracting parties, as they are designated in the hereby
contract;
c. price of the contract – price to be paid by the Purchaser to the Provider, on the basis of
the contract, for suitable and full accomplishment of all the obligations undertaken through
the contract;
d. products – equipments and machines, any other goods, included in the annex/annexes
of the hereby contract, that the Provider undertakes to provide the Purchaser, under this
contract, related to the services provided as per this contract;
e. services – activities that are the object of this contract;
f. force majeure – Force majeure is any external event, that is unpredictable, absolutely
invincible and inevitable
g. day – calendar day; year - 365 days.
3. Interpretation
3.1 – In the hereby contract, excepting a provision stating otherwise, the words in singular
form shall include the words in plural forms and vice versa, where it is allowed by the
context.
3.2 – The term “day” or “days” or any other reference to days, represent calendar days, if
not specified otherwise.
.
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Binding clauses
4. Object
4.1. - The Provider undertakes to provide services .................................. (name services)
during the period / periods agreed and in accordance with its obligations under this
contract.
4.2. - The Purchaser shall pay the agreed price for the fulfillment of the contract of services
................................. (title)
5. Value of the contract and payment methods
5.1 The value of the contract is …………………………. including VAT, respectively
………………. Lei without VAT, representing the equivalent of ………….. EUR without VAT,
respectively………… EURO including VAT in conformity with the Provider’s offer
no…../………..
5.2 The price is steady and shall not be changes
5.3 Payment will be made in ………… in conformity with the payments schedule, by bank
transfer, payment order within 30 days from the receipt of services, made in accordance
with Art. …… based on invoices issued by the Provider and accepted by the Purchaser and
the existence of the minutes of reception that will state the fulfillment of the obligations
assumed by the Provider for each stage according to the specifications
%.4 The payment will be made in the Provider’s account no. ……………………, opened
at………………..
6. Duration of contract
6.1 - This Agreement shall enter into force upon signature by both parties after the provider
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 contract.
7. The execution period of the contract
7.1 - The Provider is required to start services subject to this agreement, the
commencement date specified in the order issued by the Purchaser/ in........ the Purchaser
issues the order to commence the contract .
7.2 - The period of execution of the services covered by this contract by teh Provider is
________ from thedate of entry into force of the contract, but no later than ____________.
8. The contract documents
8.1 - Contract documents are (at least):
a) specifications - Annex 1;
b) technical proposal and financial proposal - Annex 2;
c) the schedule for services - Appendix 3;
d) Brand- Manual Appendix 4;
e) visual identity manual POR - Appendix 5.
9. The main obligations of the provider
9.1- Provider undertakes to provide services covered by this contract during the period /
periods agreed, according to the schedule of performance, and in accordance with its
obligations.
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9.2- Provider undertakes to provide services at the standards and / or performances
presented in the technical proposal, annex to the contract.
9.3 - (1) The Provider undertakes to provide services in accordance with the schedule.
(2) If, due to unforeseen external factors not covered by this contract the Purchaser calling
for changes to the schedule, provider undertakes to agree new graphics and together with
the Purchaser, will implement activities covered by this contract.
(3) If circumstances arise throughout the contract, which are not due to the Provider, but
they make him unable to meet the deadlines for the provision set out in the schedule, it
shall notify the Purchaser of this in good time. Unless the Purchaser accepts the schedule
revision, based on the justifications provided by the Provider, ending an addendum to this
effect, any delay in fulfilling the contract entitles the purchaser to claim late payment
penalties to the Provider, according to art._11 .1
9.4 - (1) The Provider is required to perform the services under the contract with due
professionalism and commitment promptness and in accordance with its technical proposal.
(2) The Provider undertakes to monitor services, ensure human resources, materials,
facilities, equipment and any other similar, either temporary or permanent, and required by
contract insofar as the need for them is foreseen in contract or can be reasonably inferred
from the contract.
9.5 - The Provider is fully responsible for implementation services in accordance with the
schedule. It is also responsible both for the safety of all operations and performance
methods used and the qualifications of staff employed throughout the duration of the
contract.
(Specify annex containing the schedule)
9.6.- The Provider is responsible for implementing and achieving the number of street
billboard-type advertising material provided in the technical offer (Annex 2). If the number of
street billboard-type advertising established under the technical bid is not reached, the
provider has the right to request to republish them. In case this is not possible due to the
Provider, the Payment will be diminished by the appearances that have not been achieved.
In this regard, the cost of unfulfilled appearances will be calculated based on detailed
financial offer Performer - Annex 2 to the contract.
9.7 - The Provider undertakes to indemnify the Purchaser against any:
i) complaints and lawsuits in court, resulting from the infringement of intellectual property
rights (patents, names, registered trademarks, etc.), related to - or in connection with
services rendered, and
ii) damages, costs, fees and expenses of any nature, related, except where such
infringement results from compliance with the specifications drafted by the Purchaser.
10. Main obligations of the Purchaser
10.1 - The Purchaser undertakes to pay the agreed price in the contract for services.
10.2- The Purchaser undertakes to provide the reception of services, according to article
17.
10.3 - The Purchaser undertakes to pay the price to the Provider in terms of article 5 of this
contract. Currency payments will be made through legal provisions.
(Specify the time limit for payment of the invoice and, where applicable, the payment
schedule)
10.4 - If the Purchaser does not pay the invoices within 30 days of the period provided for in
article 5.3, the Provider has the right to suspend services. As soon as the Purchaser
honors, the supplier shall resume the service within 48 hours.
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10.5. - The Purchaser undertakes to provide any facilities and / or information it has
requested in the technical proposal and are deemed necessary to fulfill the contract by the
Provider.
11. Penalties for non-fulfillment of obligations guilty. Criminal clause
11.1. In case of total failure to complete contract obligations, the Provider shall pay a sum
amounting to 20% of total contract value. Total failure is considered the situation in which
the Provider fails to fulfill any of its obligations under the contract.
11.2. In case of failure in the event of partial or improper performance of obligations under
the contract, Contractor shall pay a sum amounting to 10% of total contract value. Partial
execution is considered the situation in which the Provider does not fulfill one or more of the
obligations from the contract. It is considered improper performance situation where the
Provider does not fulfill its obligations under quality conditions under the contract or
imposed by law.
11.3.In situations laid down in para. 1 and 2 The Purchaser shall not prove the existence or
extent of the damage and not have to fulfill any other formality. If the Purchaser proves
greater damage than that calculated under par. 1 and 2, the Provider is obliged to indemnify
fully and precisely.
11.4. If the Purchaser fails to pay invoices within the period stipulated in the contract, then it
is obliged to pay, as penalties, an amount equivalent to 0.1% of the outstanding payment
for each day of delay until the effective fulfillment of obligations. The total amount of
penalties can not exceed the amount of which is calculated.
11.5. Failure to comply with any obligation under this contract by one party in fault and
repeatedly, entitles the injured party to consider the contract terminated by operation of law
without court intervention and without having to fulfill any other formalities and entitles the
injured party claim payment of damages.
11.6.The Purchaser reserves the right to terminate this contract within 5 days from the
occurrence of circumstances that could not be predicted and leading to the modification of
contractual clauses to the extent that its execution would be contrary to the public interest,
with prior notification the Provider, at least five (5) days before the termination becomes
effective.
11.7.The Purchaser reserves the right to terminate this contract by written notification to the
Provider, without any compensation, if the latter enters the state of cessation of payments,
insolvency or bankruptcy, provided that this annulment not to prejudice or impair the right to
lawsuit or indemnity for Provider. In this case, the Provider has the right to claim payment
only for the part of the contract fulfilled until the unilateral termination of the contract
Specific clauses
12. Performance Security Contract
12.1 (1) .- The Provider has the obligation to submit the contract performance guarantee
within 7days from signing the agreement by both parties, by ------------------ .
(2)The contract performance guarantee is __________, representing a rate of ___% of the
contract value without VAT.
(Specifying the establishment, amount and period of the performance guarantee)
12.2 - In case the Provider does not constitute performance guarantee terms and conditions
stipulated in art. 12.1 The contract is canceled by operation of law.
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12.3 The Purchaser undertakes to discharge the participation guarantee and, where
appropriate, to issue the order of contract commencement only after the Provider has made
proof of the performance guarantee.
12.4 - The Purchaser is entitled to make claims on the performance bond, the created
prejudice, if the Provider does not execute, executes with delay or executes inadequately
the obligations undertaken under this contract. Prior to issuing a claim on the guarantee of
good execution, the Purchaser is obliged to notify the Provider, while stating that the
obligations have not been respected.
12.5 - The Purchaser undertakes to return the performance bond within ... .. from meeting
their obligations.
(Specifying the refund and term)
13. Intellectual property rights
13.1. The Purchaser shall entitle the Provider to use the word mark "Romania - Explore the
Carphatian garden" and logos Romania's tourism brand, to reproduce the promotional
material stated in the specifications ...... ..and only for the quantities contained therein .
13.2 Provider has the right to use the word mark "Romania - Explore the Carphatian
garden" and logos Romania's tourism brand exclusive marketing materials subject to the
contract.
13.3. Purchaser will provide the Provider electronically CD / DVD, logo and slogan to
reproduce their promotional materials.
13.4. The Provider undertakes not to give others free of charge or for consideration for
distribution, reproduction, or any other title, trademarks and logos are the subject of this
contract without the prior consent of the Purchaser.
13.5. Provider undertakes not to make any modification, enhancement, transformation
trademarks and logos made available by the Purchaser.
13.6. The Provider shall not prejudice through the use of marks and logos, honor or
reputation of the Purchaser.
13.7. Any failure by Provider of art. 13 gives the Purchaser the right to consider the contract
terminated by operation of law, without having to fulfill any other formalities and without any
other judicial or extrajudicial and claim payment of damages.
13. Intellectual property clauses
13.8. The patrimony rights of Provider materials made in accordance with the contract and
accepted by the Purchaser to be exploited, but not limited to territory shall be deemed
irrevocably transferred to the Purchaser at the date of the payment obligation of service
corresponding to these rights.
13.9. The Provider assings to the Purchaser the materials in their entirety subject to the
contract, including rights of use or exploitation by any means or process existing at the
effective date of the contract or invented or disclosed to the public at such later date as with
the legislation in force.
13.10. Any other results or rights, including intellectual property rights acquired under the
contract for services will be the exclusive property of the purchaser, which may use,
publish, assign or transfer as it deems appropriate, without being limited to a teritory.
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13.11. The Provider will 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 will not divulge any information supplied by the Purchaser, without its prior
written consent.
13.12 Any results or rights therein, including copyright and / or any other intellectual
property rights and / or industrial achievements in the implementation or following the
execution of this contract, unless such rights are pre-existing contract, will be property of
the Purchaser, which may use, publish or transfer them as it deems necessary, without any
geographical or other limitations.
13.13. The Provider will not directly or indirectly benefit of a royalty, gratuity or commission
in respect of any article or process, under the protection of copyright and / or any other
intellectual property right and / or industrial use in or purposes of this contract.
14. Special Provisions
Given Romania's status as EU member state, according to the Treaty of Accession of
Romania to the European Union, ratified by Law no. 157/2005 and taking into account that
the contract is part of the "Making the national tourism brand to create a positive image of
Romania as a tourist destination", financed by the Regional Operational Programme 2007 2013, Area of Intervention 5.3 "Promoting tourism potential and creating the necessary
infrastructure in order to increase Romania's attractiveness as a tourist destination "priority
axis" Sustainable development and tourism promotion. "
14.1 In accordance with Regulation (EC) no. 1083/2006 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 8 December 2006 laying down detailed rules for implementing Regulation
(EC) no. No 1083/2006 laying down general provisions on the European Regional
Development Fund, European Social Fund and the Cohesion Fund and Regulation (EC) no.
1080/2006 of the European Parliament and of the Council concerning the European
Regional Development Fund and Regulation (EC) no. 846/2009 of the Commission of 1
September 2009 amending Regulation (EC) no. 1828/2006 laying down detailed rules for
implementing Regulation (EC) no. No 1083/2006 laying down general provisions on the
European Regional Development Fund, European Social Fund and the Cohesion Fund and
Regulation (EC) no. 1080/2006 of the European Parliament and of the Council concerning
the European Regional Development Fund, the Provider will use and reproduced on
promotional material elements set out in the Manual of ROP visual identity, which will be
provided by the Beneficiary and shall constitute Annex to this contract.
14.2. In case of any failure by Provider of art. 14.1 the Purchaser entitles claim payment of
damages, which will be deducted from the contract price in proportion to the services
rendered.
15. Retention and record keeping
15.1 The Provider is obliged to establish and retain, for a period of 5 years from the
completion of the contract, records complete documentation, accurate, adequate and
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systematic about the services provided in a form and at a level of detail sufficient to
establish precision that the actual expenditures of the Provider, the amount provided in the
budget for incidental expenses broken the contract and for the verification of expenses
were incurred in the performance of services covered by this agreement and in accordance
with its provisions.
15.2 All documentary evidence of the activities of the Provider under the contract, to be
kept by the Provider as required by law.
15.3 The Provider is required to allow persons authorized by the Purchaser and the
European Commission, the European Court of Auditors and / or persons / entities
designated by them, to check and to audit documents, including copies thereof to acquire,
at any time both during the execution of the contract and thereafter as required by law.
15.4 If the Provider does not comply with the obligation to achieve and maintain these
documents, the Purchaser is entitled to request termination of the contract and full recovery
of amounts paid provider.
16. Reports
16.1 The Provider is required to develop and submit to the Purchaser, the terms indicated:
progress reports certified by an authorized third party (set according to the schedule) and a
final report at the end of the contract certified by a third authorized party.
16.2 On the basis of service delivery and their acceptance by the Purchaser (essential
condition under Article 5), approval of the final report by the Purchaser, payment shall be
made by the Provider.
17. Reception and checking
17.1 The Purchaser will check the performance of their services to establish compliance
with the requirements of the tender specifications and Provider's offer.
17.2 The checks will be carried out in accordance with the provisions of this contract.
17.3 Reception of services is carried out once the handover reports mentioned in Article 16
on services covered by the contract, based on the minutes of the reception, which will
record the fulfillment of all obligations under the contract provider, and specifications tasks,
signed by authorized representatives of the parties.
17.4. Reception operations involve:
a. identification services;
b. finding discrepancies between the technical proposal and this contract specifications;
c. verification of compliance with the conditions of performance as specified in the
specification;
d. finding any deficiencies against the contract.
17.5. The operations specified in art.17.4. subject to receiving a report prepared on site by
the Purchaser, and signed both by him and by Provider. If the Provider refuses to sign the
minutes, mention that fact. In this case, the Purchaser shall send the Provider within 5 days
from the date of making a copy of the minutes.
17.6. The Provider is required to address the matter, in referring those inconsistencies by
the Purchaser representatives, otherwise the Purchaser shall be entitled to claim damages,
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which will be deducted from the contract price in proportion to the services rendered.
17.7. If the Purchaser fails to accept in whole or in part, rightly, the results of the Provider in
the execution of this contract, the Purchaser reserves the right to refuse payment for those
said activities.
18. Start, completion, delays, cessation
18.1 - If the Provider is delayed and / or incur additional costs due exclusively to the
Purchaser, the Parties will agree:
a) extend the period of service; and
b) total expenditure, where appropriate, which will be added to the contract price.
18.2 - (1) The services provided under the contract or, if applicable, any phase planned to
be completed within a period specified in the schedule, to be completed within the deadline
agreed between the parties that term is calculated from the starting date of the service
delivery.
(2) Where:
a) any reasons for delay, not to the provider, or
b) other unusual circumstances likely to occur, other than a breach of contract by the
Provider, entitle the Provider to request extension of the period of performance or any stage
thereof, the parties will review the agreement, the period of performance and will sign an
addendum.
18.3 - throughout the contract if the Provider does not comply with the schedule, it shall
notify of this the Purchaser this in a timely manner. Changing the date / periods of supply
undertaken in the schedule is made by consent, by amendment.
18.4 - Unless the Purchaser agrees to an extension of the period of execution, any delay in
fulfilling the contract entitles the Purchaser to claim penalties to the Provider.
19. Suspension of the contract
19.1 The Purchaser is entitled to suspend execution of the contract, in whole or in part, at
any time and for any manner deemed necessary, notifying the Provider in this respect at
least 7 days before. If the period of suspension of execution of the contract exceeds 10
days and the suspension is imposed by the failure or improper performance by the
Provider, the Provider has the right to require the Purchaser recomencement of the
execution within maximum 20 days. If the Purchaser does not accept this, Provider has the
right to consider the contract as terminated.
20. Subcontractors
20.1 - The Provider is obliged, if it subcontracts part of the contract, to conclude contracts
with subcontractors appointed under the same conditions in which it signed the contract
with the Purchaser.
20.2 - (1) The Provider has the obligation to present the conclusion of the contract all
contracts with subcontractors appointed.
(2) The list of subcontractors, with their identification data and contracts with them are
annexes to the contract.
18.3 - (1) The Provider is fully liable to the purchaser of how fulfills the contract.
(2) The subcontractor is fully liable to the Provider for the manner in which it fulfills its part
of the contract.
(3) The Provider has the right to claim damages subcontractors if they do not fulfill their part
of the contract.
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20.4 - The Provider may change any subcontractor only if it fails to fulfill its part of the
contract. Changing the subcontractor does not alter the contract price and will be notified to
the Purchaser.
21. Assignment
21.1 - The Provider is allowed only assignment of claims arising from this contract, the
obligations arising remaining task of the Contracting Parties, as were stipulated
and initially assumed.
21.2 - The assignment shall not exonerate the Provider from any responsibility regarding
any obligations under the contract.22.
Termination
22.1. This Agreement shall cease:
a) at the date of expiration for which the contract was concluded;
b) by the parties' agreement, put in writing before the end of the contractual term;
c) termination of culpable failure to perform contractual obligations, as provided in Art. 11.5,
12.2 13.7, 15.4;
d) withdrawal under Art. 11.6. and 11.7.
22.2. This Article shall not affect other provisions of the contract relating to penalties,
damages - interest and termination.
22.3. Termination before the deadline for which was concluded do not release the parties
from fulfilling their obligations resulting from this contract to date.
22.4. In any event entitling the Purchaser to consider the contract terminated, the Provider
will consider itself by law to be late.
23. Force majeure
23.1 - Force Majeure is declared by a competent authority.
23.2 - Force majeure exempts the contracting parties from fulfilling the obligations under
this contract, as long as it works.
23.3 - fulfillment of the contract will be suspended during the force majeure, without
prejudice to the rights due to the parties until its appearance.
23.4 - The contracting party invoking force majeure shall notify the other party, immediately
and completely when happening and to take all measures at its disposal to limit the
consequences.
23.5 - The contracting party invoking force majeure shall notify the other party when the
cause ceases within 15 days of termination.
23.6- If the force majeure or is expected to act for more than 6 months, each party shall be
entitled to notify the other party of the termination of this contract, without any of the parties
can claim damages from the other.
24. Settlement of disputes
24.1. The Purchaser and the Provider shall endeavor to resolve amicably by direct
negotiations any disagreement or dispute that may arise between them under or in
connection with the fulfillment of the contract.
26.2. If, after 15 days after commencement of these negotiations, the recipient and the
provider are unable to resolve amicably a contractual dispute, each party may request that
the dispute to be settled through mediation appealing to a mediator authorized under the
laws of Romania. If dispute can not be solved through mediation or it will be solved by the
competent courts in Romania.
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25. The language of contract
25.1 The language of contract is Romanian.
26. Communications
26.1 - (1) Any communication between parties, referring to the fulfillment of this contract
shall be submitted in writing.
(2) Any written document must be registered both when sending and when receiving.
26.2 - The communications between parties may be made by telephone, telegram, telex,
fax or e-mail provided written confirmation of receipt of the communication.
27. The law applicable to the contract
27.1 - The contract will be interpreted under the laws of Romania.
The parties have agreed to conclude today .......................... the present contract in
two (2) copies, one for each party.
(specify the date when the parties).
Purchaser,
......................... (authorized signature)
signature)
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Provider,
...............................(authorized