Please note that, in case of inconsistency between the text of the call and the contract, the call text prevails.
CONTRACT NUMBER — EOI/EFSA/SCIENCE/2020/01 – CT0X
This Contract (‘the Contract’) is between the following parties:
on the one part,
The European Food Safety Authority, hereinafter referred to as "the Contracting Authority”, established by Regulation (EC) No 178/20021 of the European Parliament and of the Council laying down the general principles and requirements of food law, establishing the European Food Safety Authority and laying down procedures in matters of food safety, as last amended, with offices on Xxx Xxxxx Xxxxx 0/x 00000 Xxxxx (Xxxxx), represented by Xx Xxxxxxxx Url, Executive Director
and on the other part,
Family name First name
Expert candidature number:
Full official address Email address
The parties referred to above have agreed to enter into this Contract under the terms and conditions below.
By signing this contract, the expert confirms that s/he has read, understood and accepted the contract and all its obligations and conditions, including the Terms of Reference set out in Annex 1, the Code of Conduct set out in Annex 2 and the Declaration of confidentiality set out in Annex 3.
The contract is composed of:
Terms and conditions
Annex 1 Terms of Reference Annex 2 Code of Conduct
Annex 3 Declaration of confidentiality Annex 4 EFSA report template
1 OJ L 31 of 01.02.2002
GENERAL ARTICLE 1 - SUBJECT OF THE CONTRACT
1. The subject of the contract is an assistance to EFSA with the tasks in the areas of XXXXXXXX as specified in the Notice of call for expressions of interest. The exact tasks to be performed under this contract are detailed in Annex 1.
ARTICLE 2 - WORKING ARRANGEMENTS
1. This contract enters into force on the date on which the last party signs it.
2. The expert’s work starts upon entry into force of the contract and cannot exceed the number of working days stipulated in Annex 1 for the assigned type of task.
3. The expert cannot under any circumstances start working before the contract enters into force.
CHAPTER 2 - FEES, ALLOWANCES AND REIMBURSEMENT OF EXPENSES
ARTICLE 3 - FEES
1. The expert is entitled to a fee of EUR 350 for each full day worked in accordance with Article 2.
The maximum amount due to the expert shall not exceed the amount specified in Annex I, an amount corresponding to the daily fee multiplied by the maximum number of days of performance of this contract stipulated in Annex 1.
2. The total amount of the fees is calculated to the nearest half day.
3. The fee amount is VAT excluded. EFSA is, as per the Protocol on privileges and immunities VAT exempted.
ARTICLE 4 - ALLOWANCES AND REIMBURSEMENT OF EXPENSES
1. Where applicable, the travel and subsistence expenses directly connected with execution of the tasks will be reimbursed under the conditions set out in the Annex 1 of the Notice of call for expressions of interest.
2. The amounts indicated in Annex 1 of the Notice of call for expressions of interest refer to return travels.
CHAPTER 3 - RIGHTS AND OBLIGATIONS OF THE PARTIES
ARTICLE 5 - PERFORMANCE OF THE CONTRACT
1. The expert must perform the contract in compliance with its provisions and all legal obligations under applicable EU, international and national law.
The expert must do so fully, within the set deadlines and to the highest professional standards.
The expert must, in particular, ensure compliance with:
- the Code of Conduct (Annex 2); and
- national legislation, including taxation, social security and labour law regarding any payment received from EFSA
The terms and conditions of this Contract do not constitute an employment agreement with EFSA.
2. If the expert cannot fulfil its obligations, s/he must immediately inform EFSA.
ARTICLE 6 - KEEPING RECORDS — SUPPORTING DOCUMENTATION
The expert must keep records and other supporting documentation (original supporting documents) as evidence that the Contract is performed correctly, and the expenses were actually incurred. These must be available for review upon EFSA’s request.
The expert must keep all records and supporting documentation for five years starting from the date of the last payment. If there are on-going checks, audits, investigations, appeals, litigation or pursuit of claims, the expert must keep the records and supporting documents until these procedures end.
ARTICLE 7 - REQUEST FOR PAYMENT
1. To obtain its fees, travel costs and daily subsistence allowances, the expert must submit a request for payment or invoice in writing via email to XXXXXxxxxxxxxxx@xxxx.xxxxxx.xx.
2. The request(s) for payment must be submitted within 30 days of the date(s) for submitting the report(s) or deliverable(s) specified in Article 2.
ARTICLE 8 - BANK ACCOUNT
Payments shall be made to the expert’s bank account denominated in euro, identified as
Name of bank:
Full address of branch
Exact designation of account holder:
The expert shall provide the Legal Entity File (LEF) and Bank Account File (BAF) for the purpose of processing payments.
ARTICLE 9 - PAYMENTS
Interim payment/s: % at X months of contract (optional) Final payment
1. EFSA will make payments within 30 calendar days of receiving the completed payment request(s) unless Article 13 applies.
2. Payments are subject to EFSA’s approval of deliverable(s) or report(s), and of the payment request(s). Approval does not mean recognition of compliance, authenticity, completeness or correctness of content.
3. Payments will be made in euros.
4. Payments will be made to the bank account specified by the expert in the payment request referred in Article 8.
5. EFSA’s payments are deemed to be carried out on the date on which its account is debited.
6. On expiry of the payment period specified in paragraph 1 and without prejudice to Article 13, the contractor is entitled to interest on late payment at the rate applied by the European Central Bank for its main refinancing operations in Euros (the reference rate), plus 3.5 points. The reference rate is the rate in force on the first day of the month in which the payment period ends, as published in the C series of the Official Journal of the European Union.
The suspension of the payment periods in accordance with Article 13 may not be considered as a late payment.
Interest on late payment covers the period running from the day following the due date for payment up to and including the date of actual payment as defined in paragraph 5.
However, when the calculated interest is lower than or equal to EUR 200, it must be paid to the contractor only upon request submitted within two months of receiving late payment.
Conversions between the euro and other currencies will be made at the daily euro exchange rate published in the Official Journal of the European Union or failing that, at the monthly accounting exchange rate established by the European Commission and published on the website xxxx://xx.xxxxxx.xx/xxxxxx/xxxxxxxxx_xxxxxx/xxxx_xxxxxxxxx/xxxxxxxxx/xxxxxxxxx_xx.x fm applicable on the day on which EFSA issues the payment order.
ARTICLE 10 - OWNERSHIP AND USE OF THE RESULTS (INCLUDING INTELLECTUAL PROPERTY RIGHTS)
1. EFSA must fully and irrevocably acquire the ownership of the results under this contract including any rights in any of the results listed in this contract, including copyright and other intellectual or industrial property rights, as well as all
technological solutions and information contained within these technological solutions, produced in performance of the contract. EFSA may exploit them as stipulated in this contract. The EFSA must acquire all the rights from the moment the results are delivered by the expert and accepted by EFSA. Such delivery and acceptance are deemed to constitute an effective assignment of rights from the expert to the Union.
2. EFSA must acquire ownership of each of the results produced as an outcome of this contract which may be used, for the following purposes of:
(a) giving access upon individual requests without the right to reproduce or exploit, as provided for by Regulation 1049/2001 of the European Parliament and of the Council of 30 May 2001 regarding public access to European Parliament, Council and Commission documents;
(b) storage of the original and copies made in accordance with this contract;
(c) archiving in line with the document management rules applicable to EFSA.
3. The EFSA may use, publish, assign or transfer these results as it sees fit, without any limitations (geographical or other), unless intellectual property rights already exist.
ARTICLE 11 - PROCESSING OF PERSONAL DATA
1. Processing of personal data by EFSA
Personal data processing under the contract shall happen in accordance with Regulation (EU) 2018/1725.
Such data will be processed by EFSA (‘data controller’) only to perform, manage and monitor the contract.
The data may also be sent to persons or bodies responsible for monitoring or inspections in application of EU law.
The expert has the right to access its personal data and to correct it. To exercise these rights, the expert shall contact the data controller.
The expert has the right of recourse to the European Data Protection Supervisor.
2. Processing of personal data by the expert
If the contract requires the expert to process personal data, the expert may only act under the supervision of EFSA as the data controller. This particular pertains to the purpose for the personal data processing, what categories of data may be processed, who will have the right to access the data, and how the expert may exercise its rights as a data subject.
The expert must put in place appropriate technical and organisational security measures to address the risks inherent to data processing and:
(a) prevent unauthorised people from accessing computer systems that process personal data, and especially the:
(i) unauthorised reading, copying, alteration or removal of storage media;
(ii) unauthorised data input, disclosure, alteration or deletion of stored personal data;
(iii) unauthorised use of data-processing systems by means of data transmission facilities;
(b) ensure that a data-processing system’s authorised users can access only the
personal data to which its access right refer;
(c) record which personal data have been communicated by the expert, when and to whom;
(d) ensure that personal data being processed on behalf of third parties can be processed only in the manner prescribed by EFSA;
(e) ensure that, during communication of personal data and transport of storage media, the data cannot be read, copied or deleted without authorisation;
(f) design its organisational structure in a way that meets data protection requirements.
ARTICLE 12 - CHECKS, AUDITS AND INVESTIGATIONS
1. EFSA may carry out checks and audits to ascertain compliance with the proper implementation of the tasks (including assessment of deliverables and reports) under this contract and whether the expert is meeting its obligations.
It may do so throughout the contract’s validity and up to five years after the last payment is made. The expert must provide — within the deadline requested — any information and data in addition to deliverables and reports already submitted. The expert must allow access to sites and premises on which the tasks specified in this contract are performed.
2. Under Regulation No 2185/962 and Regulation No 883/20133 (and in accordance with its provisions and procedures), the European Anti-Fraud Office (OLAF) may — at any moment during implementation of the contract or afterwards — carry out investigations, including on-the-spot checks and inspections, to establish whether there has been fraud, corruption or any other illegal activity under the contract affecting the financial interests of the EU.
2 Council Regulation (Euratom, EC) No 2185/96 of 11 November 1996 concerning on-the-spot checks and inspection carried out by the Commission in order to protect the European Communities’ financial interests against fraud and other irregularities (OJ L 292, 15.11.1996).
3 Regulation (EU, Euratom) No 883/2013 of the European Parliament and of the Council of 11 September 2013 concerning investigations conducted by the European Anti-Fraud Office (OLAF) and repealing Regulation (EC) No 1073/1999 of the European Parliament and of the Council and Council Regulation (Euratom) No 1074/1999 (OJ L 248).
3. Under Article 287 of the Treaty on the Functioning of the EU (TFEU) and Article 161 of the Financial Regulation No 966/20124, the European Court of Auditors (ECA) may — at any moment during implementation of the Contract or afterwards —carry out audits.
The ECA has the right of access for the purpose of checks and audits.
4. Findings in checks, audits or investigations may lead to the reduction or rejection of fees, rejection of claims for allowances and expenses in accordance with Articles 14 and 15, or recovery of undue amounts in accordance with Article 16.
Moreover, findings arising from an OLAF investigation may lead to criminal prosecution under national law.
4 Regulation (EU, Euratom) No 966/2012 of the European Parliament and of the Council of 25 October 2012 on the financial rules applicable to the general budget of the Union and repealing Council Regulation (EC, Euratom) No 1605/2002 (OJ L218, 26.10.2012).
CHAPTER 4 - EFFECTS OF BREACHING CONTRACTUAL OBLIGATIONS
ARTICLE 13 - SUSPENSION OF THE PAYMENT TIME LIMIT
1. EFSA may at any point suspend the payment time limit if a request for payment cannot be processed because it does not comply with the contract’s provisions.
2. EFSA must notify the expert of the suspension and the reasons for it.
3. The suspension takes effect on the day notification is sent by EFSA.
4. If the condition for suspending the payment time limit as referred to in paragraph 1 is no longer met, the suspension will be lifted — and the remaining period will resume.
If the suspension exceeds two months, the expert may ask EFSA if the suspension will continue.
5. If the payment time limit has been suspended due to the non-compliance of the reports or deliverables in accordance with Article 2 and the revised report or deliverables or payment request is not submitted or was submitted but is also rejected, EFSA may also terminate the contract as referred to in Article 17.
ARTICLE 14 - REDUCTION OF FEES OR REJECTION OF FEES, CLAIMS FOR ALLOWANCES AND EXPENSES
1. EFSA may reject:
(a) (parts of) the fees if the expert does not fulfil the tasks set out in Article 2;
(b) claims for allowances or expenses if they do not fulfil the conditions set out in Article 4.
2. EFSA may reduce the fee if the expert is in breach of any of its other obligations under the Contract (including the obligations set out in the Code of Conduct).
3. EFSA must formally notify the expert of its intention, include the reasons why, and invite him/her to submit any observations within 30 calendar days of receiving notification.
If EFSA does not accept these observations, it will formally notify confirmation of the rejection or reduction.
ARTICLE 15 - RECOVERY OF UNDUE AMOUNTS
1. EFSA may recover any amount that was paid but was not due under the Contract.
2. EFSA must formally notify the expert of its intention, include the reasons why and invite him/her to submit any observations within 30 calendar days of receiving notification.
If EFSA does not accept these observations, it will confirm recovery by formally
notifying a ‘debit note’ that specifies the payment terms and date.
3. The expert must repay the amount specified in the debit note to EFSA.
4. If the expert does not repay the requested amount by the date specified in the debit note, late-payment interest will be added to the amount to be recovered.
The interest rate used will be the same as the rate applied by the European Central Bank (ECB) for its main refinancing operations in euros (‘reference rate’), plus three and a half points. The reference rate is the rate in force on the first day of the month in which the payment deadline specified in the debit note expires, as published in the C series of the Official Journal of the European Union.
5. If the expert does not repay the requested amount by the date specified in the debit note, EFSA may recover the amounts due by offsetting them against any amounts owed to the expert by the EU institutions or an executive agency (from the EU or Euratom) budget without the expert's consent.
ARTICLE 16 - TERMINATION OF THE CONTRACT
1. EFSA may at any moment terminate the contract if the expert:
(a) is not performing its tasks or is performing them poorly; or
(b) has committed substantial errors, irregularities or fraud, or is in serious breach of its obligations under the selection procedure or under the contract, including false declarations and obligations relating to the Code of Conduct.
2. EFSA must formally notify the expert of its intention, include the reasons why and invite him/her to submit any observations within 30 calendar days of receiving notification.
If EFSA does not accept these observations, it will formally notify confirmation of the termination.
3. The termination will take effect on the date the notification is sent by EFSA.
4. The expert may at any moment terminate the contract if s/he is not able to fulfil its obligations in carrying out the work required as referred to in Article 5.
5. The expert must formally notify EFSA and include the reasons why by giving 15 days’
6. The termination will take effect on the date EFSA will formally notify confirmation of the termination.
7. Only fees for accomplishing the tasks and expenses for travel actually carried out before termination may be paid subject to Article 14. The expert must submit the payment request for the tasks already executed on the date of termination within 30 calendar days from the date of termination.
8. On termination of the contract, EFSA may hire another expert to carry out or finish the work. It may claim from the expert all extra costs incurred while doing this, without prejudice to any other rights or guarantees it may have under the contract.
ARTICLE 17 - LIABILITY FOR DAMAGES
EFSA cannot be held liable for any damage caused or sustained by the expert or a third party during or as a consequence of performing the contract, except in the event of EFSA’s wilful misconduct or gross negligence.
ARTICLE 18 - FORCE MAJEURE
1. ‘Force majeure’ means any situation or event that:
- prevents either party from fulfilling its obligations under the contract;
- was unforeseeable, exceptional and beyond the parties’ control;
- was not due to error or negligence on its part and
- proves to be inevitable in spite of exercising due diligence.
2. A force majeure must be immediately and formally notified to the other party.
Notification must include details of the situation’s nature, likely duration and expected
3. The party faced with a force majeure will not be held in breach of its contractual obligations if the force majeure has prevented it from fulfilling them.
CHAPTER 5 - FINAL PROVISIONS
ARTICLE 19 - COMMUNICATION BETWEEN THE PARTIES
1. Communication under the contract must:
- be made in writing and
- bear the contract’s number;
Formal notifications must be made by e-mail with return receipt or equivalent, or by equivalent electronic means.
2. Communications to EFSA on administrative issues must be sent to the following address: XXXXXxxxxxxxxxx@xxxx.xxxxxx.xx
Communications to EFSA on the operational implementation of the contract must be sent to the address provided by EFSA in the contract.
Electronic communication is considered to have been received by the parties on the day of dispatch of that communication provided it is sent to the e-mail addresses as stated on the beginning of the contract for the expert and in paragraph 2 of this Article for EFSA.
Dispatch must be deemed unsuccessful if the sending party receives a message of non-delivery. In this case, the sending party must immediately send again such communication to the e-mail address provided in this contract. In case of unsuccessful
dispatch, the sending party is not held in breach of its obligation to send such communication within a specified deadline.
The sender must send the original signed paper version without unjustified delay if requested by any of the parties.
3. Formal notifications are considered to have been received by the receiving party on the date of receipt indicated on the return receipt or equivalent.
ARTICLE 20 - AMENDMENTS TO THE CONTRACT
1. In justified cases — and provided that the amendment does not entail changes to the contract which would call into question the selection procedure — any party may request an amendment.
Amendments must be made before new contractual obligations are enforced.
2. The party requesting an amendment must formally notify the other party the requested amendment together with the reasons why.
The party receiving the request must formally notify its agreement or disagreement, within 30 calendar days of receiving notification.
ARTICLE 21 - APPLICABLE LAW AND DISPUTE SETTLEMENT
1. This Contract is governed by Union law and is supplemented, where necessary, by the law of Italy.
2. Disputes concerning the contract’s interpretation, application or validity that cannot be
settled amicably must be brought before courts of Parma.
ARTICLE 22 - ENTRY INTO FORCE
This contract enters into force on the day on which the last party signs it.
Head of XXX Unit
ANNEX 1 - TERMS OF REFERENCE (SPECIFICATIONS)
ANNEX 2 - CODE OF CONDUCT FOR EXPERTS
ARTICLE 1 - PERFORMANCE OF THE CONTRACT
1. The expert works independently, in a personal capacity and not on behalf of any organisation.
2. The expert must:
(a) carry out its work in a confidential and fair way
(b) assist EFSA or relevant service to the best of its abilities, professional skills, knowledge and applying the highest ethical and moral standards
(c) Follow any instructions and time-schedules given by EFSA or relevant service and deliver consistently high-quality work.
3. The expert must not delegate another person to carry out the work.
ARTICLE 2 - OBLIGATIONS OF IMPARTIALITY
1. The expert must perform its work impartially. To this end, the expert is required to:
(a) inform EFSA or relevant service of any conflicts of interest arising in the course of its work
(b) confirm there is no conflict of interest for the work s/he is carrying out by signing a declaration (Annex 3).
2. Definition of the conflict of interest: a conflict of interest exists if an expert:
(a) has any vested interests in relation to the questions upon which s/he is asked to give advice
(b) or its organisation stands to benefit directly or indirectly, or be disadvantaged, as a direct result of the work carried out
(c) is in any other situation that compromises its ability to carry out its work impartially.
EFSA or relevant service will decide whether a conflict of interest exists, taking account of the objective circumstances, available information and related risks when an expert is in any other situation that could cast doubt on its ability to carry out its work, or that could reasonably appear to do so in the eyes of an external third party.
3. Consequences of a situation of conflict of interest:
(a) If a conflict of interest is reported by the expert or established by EFSA or relevant service, the expert must not carry out the work;
(b) If a conflict becomes apparent in the course of its work, the expert must inform immediately EFSA or relevant service. If a conflict is confirmed, the expert must stop carrying out its work. If necessary, the expert will be replaced.
ARTICLE 3 - OBLIGATIONS OF CONFIDENTIALITY
1. EFSA and the expert must treat confidentially any information and documents, in any form (i.e. paper or electronic), shared in writing or orally in relation to the performance of the contract.
2. The expert undertakes to observe strict confidentiality in relation to its work being knowledgeable of the possible consequences in case of violation.
To this end, the expert must not use or disclose, directly or indirectly confidential information or documents for any purpose other than fulfilling its obligations under the contract without prior written approval of EFSA.
In particular, the expert:
i. must not discuss its work with others, including other experts or EFSA or relevant service staff not directly involved in its work
ii. must not disclose:
- any detail of its work and its outcomes for any purpose other than fulfilling its obligations under the contract without prior written approval of EFSA
- its advice to EFSA or relevant service on its work to any other person (including colleagues, students, etc.)
3. If in relation to the performance of this Contract the expert works anywhere else
than in EFSA’s premises, he/she shall follow written instructions provided by EFSA
- on how to remotely use EFSA’s technological infrastructure ensuring the confidentiality of information and documents received from EFSA and
- for returning, erasing or destroying all information and documents upon completing its work.
The written instructions pertain to the downloading, monitoring access, sharing, editing, uploading and storing of the information and documents relating to the performance of the expert work. The working instructions are annexed to the present Contract and are integral part of the Contract. EFSA reserves the right at any time to review the written instructions and ask the expert to re-sign them.
Should the expert deviate from the written instructions provided by EFSA and/or use another infrastructure than EFSA’s he/she is held personally liable and accountable for ensuring security standards at least equivalent to those put in place by EFSA and in any event technically apt of assuring the confidentiality of the material/information/documents received.
4. For the purpose of this Contract and without prejudice to the confidentiality obligations foreseen in the previous paragraphs, confidential information and documents shall include all information and documents identified as such by EFSA.
By way of example these may include information concerning manufacturing methods, commercial strategies or personal data.
5. If its work takes place in premises controlled by EFSA, the expert:
(a) must not remove from the premises any copies or notes, either on paper or in electronic form
(b) will be held personally responsible for maintaining the confidentiality of any documents or electronic files sent, and for returning, erasing or destroying all confidential documents or files on completing its work as instructed.
6. If the expert seeks further information (for example through the internet, specialised databases, etc.) to complete its work, he/she:
(a) must respect the overall rules for confidentiality for obtaining such information
(b) must not contact third parties without prior written approval of EFSA.
7. These confidentiality obligations are binding on:
(a) EFSA (see Regulation No 31 (EEC), 11 (EAEC), laying down the Staff Regulations of Officials and the Conditions of Employment of Other Servants of the European Economic Community and the European Atomic Energy Community5)
(b) the expert during the performance of the contract and for five years starting from the date of the last payment made to the expert unless:
i. EFSA agrees to release the expert from the confidentiality obligations earlier
ii. the confidential information becomes public through other channels
iii. disclosure of the confidential information is required by law.
5 OJ 45, 14.6.1962, p. 1385.
ANNEX 3 – DECLARATION OF CONFIDENTIALITY
I confirm that I have read, understood and accepted the code of conduct for experts established in Annex 2 to the contract sent by EFSA.
I also confirm that I will keep all matters entrusted to me confidential being aware and reminded that there are legal consequences in case of violation of the confidentiality provisions hereby set out.
I confirm I will process the personal data I receive only for the purposes of the performance of the present contract. If unnecessary or excessive personal data are contained in the documents submitted during the implementation of the contract, I will not process them further or take them into account for the implementation of the contract.
I confirm I will not communicate outside any confidential information that is revealed to me or that I have discovered. I will not make any misuse of information given to me.
I understand that I am responsible for maintaining the confidentiality of any documents or electronic files sent to me and for returning, erasing or destroying all confidential documents or files upon completing the assignment unless otherwise instructed by EFSA.
ANNEX 4 – EFSA REPORT TEMPLATE