Contract
Koncesní smlouva č.j…………………. (dále jen „Smlouva“)
uzavřená níže uvedeného dne ve smyslu ust. § 16 zákona č. 139/2006 Sb., o koncesních smlouvách a koncesním řízení, ve znění pozdějších předpisů (dále jen „Koncesní zákon“), a dále dle ust. § 1746 odst. 2 zákona č. 89/2012 Sb., občanského zákoníku, ve znění pozdějších předpisů mezi těmito smluvními stranami:
(1) Česká republika – Ministerstvo zahraničních věcí se sídlem Xxxxxxxxxx xxxxxxx 000/0, 000 00 Xxxxx 0, Xxxxx republika, IČ 45769851, DIČ MZV není plátcem DPH jehož jménem jedná ve věcech smluvních _________________________,
zastoupený ve věcech technických _________________________, (funkce, kontakt)
dále označován též jen jako „Zadavatel“
a
(2) Dodavatel – název společnosti Registrační / daňové číslo Adresa registrovaného sídla Údaj o zápisu do rejstříku právnických osob Osoba oprávněná jednat
Uchazeč v případě sdružení / společné nabídky uvede identifikaci všech členů a označí člena oprávněného zastupovat ostatní ve vztahu k zadavateli.
dále označován jen jako „Koncesionář“,
společně dále označovány i jako („Smluvní strany nebo Strany“). Preambule
Vzhledem k tomu, že
BYLO MEZI SMLUVNÍMI STRANAMI DOHODNUTO NÁSLEDUJÍCÍ:
Pokud z kontextu jednoznačně nevyplývá jinak, mají pojmy uvedené v této smlouvě s velkým počátečním písmenem význam uvedený v tomto článku Smlouvy.
Smluvní strany prohlašují, že je jim význam všech výrazů použitých v této Smlouvě znám. V případě jakýchkoli pochybností si Strany nejasný či nepřesný význam výrazu použitého v této Smlouvě nechaly náležitým způsobem vysvětlit a/nebo si ho náležitým způsobem ujasnily ještě před podpisem této Smlouvy.
Pro výklad této smlouvy platí následující interpretační pravidla, ledaže z kontextu výslovně vyplývá jinak:
Zástupci zadavatele
Zástupce koncesionáře
nebo
nebo
nebo
nebo 1. Minsk nebo 1. Londýn
Konzulát je oprávněn sdělit Koncesionáři písemný požadavek na shromažďování i jiných, než výše uvedených informací či údajů; v takovém případě je Koncesionář povinen takové informace zpracovat stejným způsobem.
v nařízení (ES) č. 1683/95 nebo v čl. 48 Nařízení o VIS, v souladu s normami stanovenými v článku 13 Vízového kodexu;
4.10.1. Koncesionář se zavazuje zahájit činnost Vízových center v souladu s podmínkami ujednanými touto Smlouvou nejpozději do _____ (doplní uchazeč v souladu s nabídkou) kalendářních dnů ode dne podpisu této smlouvy.
4.10.2 Časový závazek zahájení provozu Vízových center dle předchozího odstavce je pevný a nezměnitelný, jeho nedodržení ze strany Koncesionáře může být důvodem pro odstoupení od Smlouvy ze strany Zadavatele.
4.10.3 Jednotlivá Vízová centra musejí být vždy umístěna v územním obvodu měst uvedených v čl. 4.1.1.
Seznam příloh:
1. Kontaktní údaje Konzulátů a jejich konzulárních obvodů 2. Projekt kvality 3. Sazebník pokut 4. Technická specifikace nástroje k odběru biometrických identifikátorů 5. Technická specifikace nástroje k elektronizaci žádostí
Za Zadavatele
____________________________ Jméno, funkce
V Praze, dne ___. ___. 2015
Za Koncesionáře
____________________________ Jméno, funkce
V __________, dne ___. ___. 2015
|
concession contract Ref………… (hereinafter referred to as the “Contract”)
made on the date set out below, in accordance with the provisions of Section 16 of Act No. 139/2006 concerning concession contracts and the concession award procedure, as amended (hereinafter referred to as the “Concessions Act”) and the provisions of Section 1746, paragraph 2 of Act No. 89/2012, the Civil Code, as amended, between the following Contracting Parties:
(1) Czech Republic – Ministry of Foreign Affairs Registered office: Xxxxxxxxxx xxxxxxx 000/0, 000 00 Xxxxx 0, Xxxxx Xxxxxxxx, Business ID: 45769851, Tax ID: VAT-exempted, Representative for matters related to the Contract: _______________________, Representative’s deputy for technical matters: __________________________,
Hereinafter referred to as the “Contracting Authority”,
And
(2) Concessionaire – company name Registration /Tax ID Registered office address Entered in the register of legal entities (details) Authorized representative A consortium / group of operators submitting a joint tender must provide the identification details of each member and specify the member authorized to represent them in relations with the Contracting Authority,
Hereinafter referred to as the “Concessionaire”,
Hereinafter collectively referred to as the “Contracting Parties” or “Parties”. Preamble
Whereas
B.1.People´s Republic of China (Beijing, Shanghai)
B.2. Turkey and the Republic of South Africa (Ankara, Istanbul, Pretoria, Cape Town)
B.3. India and Thailand (New Delhi, Mumbai, Bangkok)
B.4. Middle East (United Arab Emirates, Xxxxxx, Saudi Arabia, Bahrain, Kuwait, Oman) (Abu Dhabi, Dubai, Amman, Riyadh, Jeddah, Manama, Kuwait, Muscat)
B.5. Belarus (Minsk)
B.6. United Kingdom (London);
THE CONTRACTING PARTIES HAVE AGREED AS FOLLOWS:
Unless a different meaning is evident from the context, the terms capitalized in this Contract have the meaning defined in this article of the Contract.
1.1. “Confidential Information” means any information concerning or related to or resulting from the performance of this Contract and any information and data concerning cooperation between the Parties under this Contract, in particular information concerning their performance, plans, budgets, remunerations, contacts, contracts, liabilities or rights, irrespective of the form and content in which the information is recorded, but namely information contained in background materials, plans, overviews, programmes, analyses, correspondence or other documents in written, electronic or audiovisual formats. “Confidential information” also means any information of a similar nature that is not recorded in material form. “Confidential information” also means any other information classified as confidential by the Contracting Authority;
1.2. “Biometric Identifiers” means the Applicant’s photograph and ten fingerprints in terms of Article 13 of the Visa Code;
1.3. “Handbook” means Commission Decision of 19.3.2010 establishing the Handbook for the processing of visa applications and the modification of issued visas;
1.4. “Handbook 2” means Commission Decision of 11.6.2010 establishing the Handbook for the organisation of visa sections and local Schengen cooperation;
1.5. “Concession” means the concession awarded in the Concession Award Procedure under the Concessions Act, the performance of which constitutes the object of this Contract; the performance of the Concession is hereinafter also referred to as the “provision of service”;
1.6. “Concession Award Procedure” means the mandatory procedure conducted by the Contracting Authority in accordance with the Concessions Act prior to entering into this Contract, as identified in Point A of the recitals to this Contract;
1.7. “Concessions Act” means Act No. 139/2006 concerning concession contracts and the concession award procedure, as amended;
1.8. “Consulate” means the consular section of the Mission responsible for the consular district in which the Visa Centre is located; the territorial competence of individual Consulates over locations where the Concessionaire is to set up a Visa Centre on a mandatory basis is specified in Annex No 1 to this Contract; the rights or obligations of the Consulate set out in this Contract shall be deemed to be the rights and obligations of the Contracting Authority;
1.9. “VIS Regulation” means Regulation (EC) No 767/2008 of the European Parliament and of the Council of 9 July 2008 concerning the Visa Information System (VIS) and the exchange of data between Member States on short-stay visas;
1.10. “Council Regulation (EC) No 1683/95” means Council Regulation (EC) No 1693/95 of 29 May 1995 laying down a uniform format for visas;
1.11. “Civil Code” means Act No 89/2012, the Civil Code, as amended;
1.12. “Quality Project” means a project setting out the minimum standards for the service, drawn up by the Concessionaire as part of the tender submitted in the Concession Award Procedure and forming an integral Annex No 2 to this Contract;
1.13. “Penalty Schedule” means a schedule of fines and penalty points incurred for violations of contractual obligations, contained in Annex No 3 to this Contract;
1.14. “Concessionaire’s Failure” means any violation of the obligations imposed on the Concessionaire by this Contract or by the laws and regulations referred to herein (laws and regulations published in the Official Journal of the Czech Republic [“Sbírka zákonů České republiky”], international treaties binding on the Czech Republic, regulations and directives of the European Union, etc.);
1.15. “Service Fee” means the fee referred to in Article 17 of the Visa Code;
1.16. “Directive 95/46/EC” means Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;
1.17. “Schengen Borders Code” means Regulation (EC) No 562/2006 of the European Parliament and of the Council of 15 March 2006 establishing a Community Code on the rules governing the movement of persons across borders;
1.18. “Council Decision 2008/633/JHA” means Council Decision 2008/633/JHA of 23 June 2008 concerning access for consultation of the Visa Information System (VIS) by designated authorities of Member States and by Europol for the purposes of prevention, detection and investigation of terrorist offences and of other serious criminal offences;
1.19. “Visa Centre” means a visa centre set up by the Concessionaire on the basis of and in accordance with the terms and conditions of this Contract; the obligations of the Visa Centre set out in this Contract shall be deemed to be the obligations of the Concessionaire;
1.20. “Visa Information System” means the information system defined in Regulation (EC) No 767/2008 of the European Parliament and of the Council of 9 July 2008 concerning the Visa Information System (VIS) and the exchange of data between Member States on short-stay visas;
1.21. “Visa Code” means Regulation (EC) No 810/2009 of the European Parliament and of the Council of 13 July 2009 establishing a Community Code on Visas;
1.22. “Visa Fee” means the fee referred to in Article 16 of the Visa Code;
1.23. “Personal Data Protection Act” means Act No 101/2000 concerning the protection of personal data and amending some other acts;
1.24. “Public Procurement Act” means Act No 137/2006 concerning public procurement, as amended;
1.25. “Mission” means an embassy or consulate general responsible for the location in which the Visa Centre performs the service; the rights or obligations of the Mission set out in this Contract shall be deemed to be the rights and obligations of the Contracting Authority;
1.26. “Applicant” means any natural person coming to the Visa Centre to submit a visa application.
The Contracting Parties declare that they understand the meaning of all terms used in this Contract. In case of any doubt, the Contracting Parties had the unclear or vague meaning of any term used in this Contract duly explained and/or clarified before signing this Contract.
Unless the context clearly requires otherwise, the interpretation of this Contract shall be governed by the following rules:
2.1. All expressions in the singular shall include the plural and vice versa;
2.2. References to this Contract shall include any amendments hereto, insofar as such amendments are made in a manner consistent with the Contract;
2.3. References to any document shall be references to that document as amended at the given time, including any changes or additions, except for cases where changes or additions to the document are subject to the consent of either Party to this Contract and such consent has not been given;
2.4. The headings in this Contract are for reference only and shall not affect the interpretation of the provisions of this Contract; and
2.5. The Annexes to this Contract shall form an integral part of this Contract.
Representatives of the Contracting Authority
3.1. The Contracting Authority’s Representative is a person authorized to represent the Contracting Authority in matters related to the implementation of this Contract.
3.2. The Contracting Authority’s Representative is ________________or another person designated by him/her in accordance with this article.
3.3. The Contracting Authority’s Representative shall be entitled to authorize an additional person to represent the Contracting Authority in specified matters. References in this Contract to the Contracting Authority’s Representative shall include any person authorized on this basis.
3.4. The Contracting Authority shall be entitled to change the Contracting Authority’s Representative at any time and this change shall take effect in respect of the Concessionaire upon the delivery of a notice informing the Concessionaire about the change.
3.5. The Contracting Authority shall be entitled to authorize more than one Representative for the purposes of communication and supervision of the performance of the Concession in accordance with this Contract at individual Missions.
3.6. The acts of or instructions from the Contracting Authority’s Representative, insofar as foreseen in this Contract, shall be deemed to be the acts of or instructions from the Contracting Authority, and the Concessionaire or the Concessionaire’s Representative shall act in accordance with them.
The Concessionaire’s Representative
3.7. The Concessionaire’s Representative is a person authorized to represent the Concessionaire in matters related to the implementation of this Contract
3.8. The Concessionaire’s Representative is [to be filled in by the operator] or another person designated by the Concessionaire in accordance with this article.
3.9. The Concessionaire may change its Representative by a notice in writing to the Contracting Authority, subject to the Contracting Authority’s consent. The Contracting Authority shall not unreasonably withhold or delay such consent.
3.10. The Concessionaire may authorize more than one person for the purposes of communication with the Contracting Authority’s Representative referred to in Article 3.5 at individual Visa Centres or Missions.
3.11. All acts of or instructions from the Concessionaire’s Representative shall be deemed to be the acts of or instructions from the Concessionaire, unless the Concessionaire notifies the Contracting Authority in advance that a specific act or instruction is not an act of or instruction from the Concessionaire.
4.1. The object of the Concession under this Contract is to set up and operate Visa Centres at the following locations:
4.1.1. <The operator should delete the lots not covered by the tender >
1. Beijing
2. Shanghai
or
1. Ankara
2. Istanbul
3. Pretoria
4. Cape Town
or
1. New Delhi 2. Mumbai 3. Bangkok
or
1. Abu Dhabi 2. Dubai 3. Amman 4. Riyadh 5. Jeddah 6. Manama 7. Kuwait 8. Muscat
or
or
1. London
4.2. The Concession requires the Concessionaire, in particular, to fulfil the following obligations at each Visa Centre.
4.3. Providing general information on visa requirements and application forms.
4.3.1. The Concessionaire shall, at each Visa Centre, provide information about the visa procedure; i.e. the requirement that Applicants must submit the application in person, the basic elements of the visa application (supporting documents to be submitted with the application, their validity and required authentications, including the parameters of the submitted photograph), the total amount of the Visa Fee collected from individual Applicants and its payment modalities, and the time needed to decide on an application. Once the Visa Information System becomes operational in the countries covered by the Visa Centres, the Visa Centre shall also inform Applicants that they are required to provide their Biometric Identifiers. Information regarding countries in which the Visa Information System is operational shall be provided to the Concessionaire by the Consulate.
4.3.2. The Visa Centre shall inform Applicants that in case their visa is refused they are entitled to request a review of the grounds for refusal. All the required information shall be provided to the Concessionaire by the competent Consulate.
4.3.3. The Visa Centre shall inform nationals of different countries about visa requirements (i.e. whether the foreign national needs a visa to enter the Czech Republic or the Schengen Area) and about the territorial competences of the Visa Centre and of the Consulate (i.e. whether the application should be submitted at the Mission of the Czech Republic at the mission of another Member State of the Schengen Area).
4.3.4. Before the Visa Centres begin to operate, the Consulate shall define the group of Applicants who can submit their applications at Visa Centres. Applicants who cannot submit their applications at Visa Centres shall be directed by the Visa Centre to the place where their applications can be submitted (i.e. to the Consulate).
4.3.5. Visa Centres shall provide all information through dedicated Visa Centre websites, by telephone and e-mail, as well as personally to Applicants coming to the Visa Centre to submit their applications. The visa application form shall be available on the Visa Centre website in printable format.
4.4. Informing the Applicant of the required supporting documents on the basis of a checklist.
4.4.1. Before the Visa Centres begin to operate, the Consulate shall provide to the Concessionaire a list of the supporting documents to be submitted with visa applications and, where necessary, shall define the group of persons who may be exempted from submitting certain documents. On the basis of the checklist, the Visa Centre shall inform Applicants what documents to submit with their applications. If in doubt about the submitted documents or about an Applicant’s eligibility for the exemption, the Visa Centre shall in each case consult on the application with the Consulate.
4.5. Collecting data and applications (including collection of Biometric Identifiers, where required), processing applications electronically and transmitting them to the Consulate.
4.5.1. In countries covered by the Visa Centres where the Visa Information System is operational, Visa Centres shall collect the Biometric Identifiers of Applicants, with the exception of the fingerprints of Applicants who are exempted from this requirement under Article 13, paragraph 7 of the Visa Code.
4.5.2. To collect Biometric Identifiers, the Visa Centres shall use solely equipment complying with the technical specifications set out in Annex No 4 to this Contract.
4.5.3. In collecting Biometric Identifiers, the Visa Centre shall fulfil the obligations arising from the Visa Code, the Handbook and Handbook 2. The Visa Centre shall act solely through qualified and duly security-cleared staff under the Consulate’s supervision. Biometric Identifiers shall be captured from a photograph scanned or taken on receiving the application; the ten fingerprints shall be taken flat and collected digitally.
4.5.4. The Visa Centre shall electronically process applications, i.e. digitize the data the Consulate needs to examine and decide on the application; this shall include the collection of Biometric Identifiers. Any equipment required for digitization of data (including fingerprint scanners) and other processing of visa applications shall be provided by the Concessionaire at the Concessionaire’s own expense. The equipment used to electronically process the application shall comply with the technical specifications set out in Annex No 5 to this Contract.
4.5.5. To electronically process the application, the Visa Centre shall enter in the Visa Centre information system and transmit to the Consulate namely the following data:
The Consulate shall be entitled to instruct the Concessionaire in writing to collect other information or data in addition to those listed above; in such case, the Concessionaire shall process such information in the same manner.
4.5.6. The Visa Centre shall, at all times, strictly comply with the procedures set out in the VIS Regulation.
4.5.7. The applications received by the Visa Centre shall be delivered to the Consulate for examination and decision within the following time limits.
4.5.8. “Delivery” means the delivery to the competent Consulate of the original of the application in paper format, with the Applicant’s travel document and with a data storage device containing the application in electronic format.
4.5.9. Every application shall be clearly marked so that it can be traced and its status checked at any stage of the process.
4.5.10. Applications delivered to the Consulate shall be taken over and checked in the presence of authorized staff of the Visa Centre and authorized representatives of the Consulate.
4.5.11. Applications submitted at a Visa Centre that is established at the same location as the Consulate shall be delivered to the Consulate not later than on the working day following the date of application, by 11:00 hours local time.
4.5.12. Applications submitted at a Visa Centre that is not established at the same location as the Consulate shall be delivered to the competent Consulate not later than on the second working day following the date of application, by the end of office hours. The competent Consulate shall inform the Concessionaire in writing about its office hours before the provision of the service commences.
4.5.13. The Concessionaire shall not receive any application submitted earlier than three months before the beginning of the planned visit. Applicants holding multiple entry visas can submit their applications before the expiry date of the visa, provided that the visa is valid for at least six months.
4.5.14 The Concessionaire shall receive applications and documents from Applicants and check whether they contain
4.5.15. In addition to the above duties, the Concessionaire shall provide, through unrestricted remote access, relevant general information to Applicants, in particular:
4.5.16. In addition, the Visa Centre shall provide information on the supporting documents which the Consulate may request in order to verify the fulfilment of the set conditions. The Consulate shall provide a written list of the required supporting documents.
4.6. Collecting the Visa Fee and Service Fee
4.6.1. The Visa Centre shall collect the Visa Fee for every received application.
4.6.2. The Visa Centre shall collect the basic or reduced Visa Fee as determined in the Visa Code or in the applicable visa facilitation agreement. In case of doubt, the Consulate shall provide to the Concessionaire written information about the existence of a visa facilitation agreement with the given country before the Visa Centres begin to operate.
4.6.3. The basic Visa Fee shall be EUR 60.
4.6.4. The reduced Visa Fee shall be EUR 35.
4.6.5. The Visa Fee shall be collected when the application is submitted and it shall not be refundable. If in doubt about the amount of the Visa Fee, the Visa Centre shall consult with the Consulate. The Consulate shall inform the Visa Centre about any individual Visa Fee waivers not falling within the categories of Applicants for whom the Visa Fee is waived on a standard basis.
4.6.6. Together with the Visa Fee, the Visa Centre shall be entitled to collect from Applicants a Service Fee for every received application.
4.6.7. The uniform Service Fee shall be EUR ___ <to be filled in by the operator in accordance with the tender>
4.6.8. Throughout the term of the Concession under this Contract, the Service Fee collected by the Concessionaire shall not exceed the amount stated in paragraph 4.6.7. The Concessionaire shall not be entitled to exceed the maximum amount of the Service Fee as stated in Euros in paragraph 4.6.7. In case the Service Fee is collected in local currency, the Concessionaire shall convert the Service Fee at the current exchange rate and round it down to the nearest amount chargeable in cash. This shall not apply if the Visa Centre enables cashless payment of the Service Fee; however, in such case the Visa Centre shall accept also cash payments without further conditions.
4.6.9. The currency and the exchange rate for collecting the Visa Fee shall be determined by the Consulate. The Concessionaire shall collect the Visa Fee in the currency and at the exchange rate determined by the Consulate. For the purposes of commencement of the performance of the Concession, the Consulate shall inform the Concessionaire in writing about the currency and exchange rate for collecting of the Visa Fee before the provision of the service commences.
4.6.10. The Concessionaire shall remit the collected Visa Fees to the Consulate’s account every day, in accordance with Annex No 1 to this Contract. Before the Visa Centres begin to operate, the Consulate shall inform the Concessionaire in writing about the number and any other identifiers of the dedicated bank account for the remittance of collected Visa Fees.
4.6.11. The collected Service Fees shall be the profit generated from the service and shall constitute the Concessionaire’s income in terms of Section 16 of the Concessions Act. The Concessionaire shall be entitled to retain the collected Service Fees without the need for further action. This is without prejudice to the Concessionaire’s liability for any taxes and other dues payable in connection with the provision of the service in the country concerned.
4.6.12. In accordance with the provisions of Section 16, paragraph 2 of the Concessions Act, the Concessionaire shall bear a substantial part of the risks associated with the generation of profit from the services.
4.7. Managing the appointments for appearance in person (interviews) at the Consulate or at the external service provider.
4.7.1. Applicants shall be entitled to submit their visa applications at the Consulate. To manage appointments for appearance in person at the Consulate, the Visa Centre shall, subject to the consent of and upon instructions from the Consulate, draw up a schedule of appointments and provide it to the Consulate one day in advance, not later than by the end of the Consulate’s office hours. The schedule may be delivered in person or electronically (by e-mail) to the competent Consulate’s address given in Annex No 1 to this Contract. Applicants can book their appointments by contacting the Visa Centre by telephone or e-mail. The schedule shall respect the timeframe and organizational requirements communicated to the Visa Centre by the Consulate. Before the provision of the service commences, the Consulate shall inform the Concessionaire in writing about the current office hours and the admissible appointments load. The Consulate shall, in the same manner, provide information about any changes to its organizational structure or office hours, including any exceptional situations. The Concessionaire shall take all these changes into account when drawing up the appointments schedule.
4.8. Collecting travel documents (including letters notifying and motivating visa refusal) at the Consulate and returning them to Applicants.
4.8.1. After deciding on an application, the Consulate shall hand over the Applicant’s travel document to the Visa Centre. The travel document shall contain an affixed visa sticker or it shall be accompanied by a letter notifying and motivating visa refusal.
4.8.2. Travel documents containing visa stickers or accompanied by the letter referred to in the preceding paragraph shall be taken over and checked in the presence of authorized staff of the Visa Centre and authorized representatives of the Consulate at the Consulate or at another place designated by the Consulate.
4.8.3. The Visa Centre shall ensure that the travel document is returned to the Applicant or to a person authorized by the Applicant; in case the Applicant will not collect the travel document in person, the Visa Centre shall inform the Applicant, at the time of submitting the application, that the person who will collect the travel document must be duly authorized. The Visa Centre shall ensure that the travel document or letter notifying and motivating visa refusal is handed over to the Applicant or authorized person against signature with the date on which the travel document or letter was collected.
4.9. Office hours
4.9.1. The Concessionaire shall set uniform office hours for service to the public at all Visa Centres.
4.9.2. The Concessionaire agrees to set uniform office hours for service to the public and for submission of applications totalling _____ (to be filled in by the operator in accordance with the tender) hours in a standard working week. “Standard working week” means a Monday to Friday working week excluding public holidays.
4.9.3. The office hours of Visa Centres for each day of the week shall be specified in the Concessionaire’s Quality Project. Any change to the office hours specified in the Quality Project shall be subject to the prior written consent of the Contracting Authority; such change shall not result in any reduction of the office hours beyond the weekly limit set out in Article 4.9.2.
4.9.4. During the set office hours, every Visa Centre shall be open to the public and able to receive applications, return travel documents, hand over letters notifying and motivating visa refusal, arrange appointments and provide information.
4.10 Commencement of the Concessionaire’s operations
4.10.1. The Concessionaire agrees to put the Visa Centres into operation, in accordance with the terms and conditions agreed in this Contract, not later than _____ (to be filled in by the operator in accordance with the tender) calendar days after the date of signature of this Contract.
4.10.2. The time limit for putting the Visa Centres into operation, as agreed in the preceding paragraph, shall be fixed and unalterable; the Concessionaire’s failure to meet this time limit may result in the Contracting Authority’s withdrawal from the Contract.
4.10.3. All Visa Centres shall be located within the administrative areas of the cities listed in Article 4.1.1.
5.1. Throughout the term of the Concession, the Concessionaire shall act in accordance with the Quality Project submitted by the Concessionaire as part of its tender in the Concession Award Procedure. The Quality Project is contained in Annex No 2 which forms an integral part of this Contract.
5.2. In addition to the Quality Project, the Concessionaire shall comply with all other parameters for the provision of the service as specified in this Contract.
5.3. The Concessionaire shall perform the service solely in premises that are functional, fit for compliance with the required security measures, and the appearance of which does not reflect negatively on the reputation of the Czech Republic.
5.4. The Concessionaire shall ensure that Applicants are received courteously. The Concessionaire’s staff shall, in the performance of their duties, fully respect the human dignity of Applicants.
5.5. While performing their tasks under the Concession, the Concessionaire’s staff shall not discriminate against persons on grounds of sex, racial or ethnic origin, religion or belief, disability, age or sexual orientation.
5.6. Taking into account the anticipated workload of each Visa Centre, the Concessionaire shall provide a sufficient number of staff to perform tasks related to the receipt of applications, in order to ensure adequate and uniform quality of services to the public.
5.7. The Concessionaire’s staff shall respect the rules of confidentiality which shall also apply once members of staff have left their job or after suspension or termination of this Contract; the Concessionaire shall include the rules of confidentiality in its contract with every authorized staff member. At the Contracting Authority’s request, the Concessionaire shall, at any time, provide to the Contracting Authority the appropriate documents proving its compliance with this requirement.
5.8. The Concessionaire shall, at any time, provide to the Contracting Authority the identification of its authorized staff members.
5.9. The Concessionaire shall, at any time, provide to the Contracting Authority documents proving that its staff do not have criminal records and that they have the appropriate expertise in terms of Article 43, paragraph 10 of the Visa Code.
5.10. The Concessionaire shall ensure that the Contracting Authority has the cooperation of the Concessionaire’s managers whose responsibility is to ensure that any other members of the Concessionaire’s staff responsible for the performance of the Concession attain and maintain the required expertise. The Contracting Authority shall provide training to the Concessionaire’s managers, corresponding to the knowledge needed to offer an appropriate service and sufficient information to Applicants as required in Article 43, paragraph 10 of the Visa Code. The Concessionaire shall ensure that all the other members of its staff attain and maintain the same level of expertise.
5.11. The Concessionaire shall provide the cooperation needed to train the Concessionaire’s managers after signing the Contract, but not later than fourteen (14) days before the expiry of the time limit set in paragraph 4.10.1. The Concessionaire shall respect the time limits set by the Contracting Authority for the training of the Concessionaire’s managers.
5.12. In case during the performance of the Contract the Contracting Authority changes the technical specifications or requires the Concessionaire to install in Visa Centres any equipment not mentioned in this Contract, the Concessionaire shall upgrade or replace the equipment of Visa Centres in accordance with the Contracting Authority’s requirements; the Contracting Authority shall allow reasonable time for such upgrade or replacement.
5.13. The Concessionaire shall also regularly update the information system at Visa Centres according to the Contracting Authority’s requirements. The Concessionaire shall not charge to the Contracting Authority the costs related to any changes of equipment at Visa Centres made pursuant to updated technical specifications; such costs shall be fully covered by the Concessionaire’s income as stated in paragraph 4.6.11. of the Contract.
5.14. Supervision of the Concessionaire by the Contracting Authority
5.14.1. The Concessionaire shall register every received application in the Visa Centre information system; the information system shall register the data on the Applicant as listed in paragraph 4.5.5., as well as the time of receipt (hour, minute, second), processing and final decision for each application. The Contracting Authority shall have unrestricted remote access to the information system.
5.14.2. The Concessionaire shall, at any time, enable the Contracting Authority or the Contracting Authority’s Representative (see Article III, paragraphs 3.2 and 3.3) to access the information systems operated in connection with the performance of the Concession and to monitor the Concessionaire’s operations, including through remote access.
5.14.3. The Concessionaire shall also enable access to any documents relating to the provision of the service for the purposes of inspection and comparison with the actual situation.
5.14.4. The Concessionaire shall at any time, without prior notice, enable the Contracting Authority access to the premises of Visa Centres for the purposes of inspection.
5.14.5. The Contracting Authority shall be entitled to monitor compliance with this Contract using, inter alia, mystery shoppers.
5.14.6. The Concessionaire shall enable the Contracting Authority access to documents proving that the provision of the service complies with rules concerning the protection of personal data and confidential information under this Contract. The Concessionaire shall enable the Contracting Authority to check compliance with the rules concerning reporting obligations, external audits and regular spot checks set out in the Concessionaire’s Quality Project.
5.14.7. The Concessionaire shall report to the Contracting Authority without delay any security breaches or complaints from Applicants on data misuse or unauthorized access, and shall fully cooperate with the Contracting Authority in order to find a solution.
5.14.8. The Concessionaire shall comply with all legal and tax obligations related to its activities and established by laws and regulations applicable to the Concessionaire, both in the country of registration and in the country where the service is provided.
5.14.9. The Concessionaire shall report to the Contracting Authority without delay any facts that might affect the nature of or conditions for the performance of the Concession under this Contract. However, the fact that such report has been made shall not relieve the Concessionaire of the duty to comply with the terms and conditions of the Contract.
5.14.10. Throughout the performance of its obligations, the Concessionaire shall maintain the appropriate licences for the service that is the subject of this Contract.
5.14.11. The Concessionaire agrees to maintain, throughout the performance of the Contract, third party liability insurance covering any harm or damage caused to third parties in connection with the provision of the service.
5.15. Penalties and sanctions
5.15.1. The Contracting Parties have agreed on the following penalties for violation of the Concessionaire’s obligations under this Contract.
5.15.2. To establish penalties for the Concessionaire’s Failures, the Contracting Parties have agreed on a Penalty Schedule setting out the fines and penalty points incurred for violations of contractual obligations, included in Annex No 3 to this Contract.
5.15.3. In the event of any violation of the Concessionaire’s obligations under this Contract, the Contracting Authority shall be entitled to charge the Concessionaire a penalty as specified in the Penalty Schedule and to award the Concessionaire the number of penalty points specified in the Penalty Schedule. The score of penalty points awarded to the Concessionaire shall be kept solely by the Contracting Authority. Upon the Concessionaire’s written request, the Contracting Authority shall inform the Concessionaire in writing about the Concessionaire’s current penalty points score.
5.15.4. The Concessionaire shall pay the penalty charged by the Contracting Authority under paragraph 5.15.3 within 15 days from the service of a written notice of penalty. The notice of penalty shall specify the contractual obligation violated, the circumstances of the violation (date, time and place, manner in which the obligation was violated), and the number of penalty points awarded.
5.15.5. The Concessionaire’s score of penalty points awarded under paragraph 5.15.3. shall serve to assess the extent of the Concessionaire’s non-compliance with its contractual obligations. In cases referred to in paragraph 8.3.1.4. of the Contract, the fact that the Concessionaire’s penalty points score has exceeded the prescribed limit may result in termination of the Contract.
5.15.6. The charging of a penalty under this Contract is without prejudice to other contractual penalties, i.e. in case the Concessionaire by a single act or omission violates more than one obligation the violation of which carries a penalty under this Contract, the Contracting Authority shall be entitled to charge all such contractual penalties and the Concessionaire shall pay all contractual penalties charged on this basis.
5.15.7. The Concessionaire may be relieved of the duty to pay a contractual penalty if the Concessionaire proves that the Concessionaire’s Failure was caused by a Force Majeure event.
6.1. The Concessionaire shall protect personal data. In case during the performance of the Concession the Concessionaire gets into contact with personal data in terms of the Personal Data Protection Act, the Concessionaire shall protect and handle such data fully in compliance with the applicable laws and regulations, namely with the Personal Data Protection Act and Directive 95/46/EC. This obligation of the Concessionaire shall survive the end of the performance of this Contract.
6.2. The Concessionaire shall fulfil namely the following obligations:
6.2.1. Throughout the term of the Contract, prevent any unauthorized reading, copying, modification or deletion of personal data, in particular during their transmission to the Consulate, and ensure all the technical and organizational security measures required to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access.
6.2.2. Delete the personal data immediately after their transmission or delivery to the Consulate and ensure that the only personal data the might be retained by the Concessionaire shall be the name and contact details of the Applicant for the purposes of the appointment arrangements, as well as the travel document number, until the return of the travel document to the Applicant, where applicable.
6.2.3. Process the data only for the purposes of processing the personal data of Applicants on behalf of the Contracting Authority.
6.3. The Concessionaire shall inform all Applicants and persons issuing an invitation and/or liable to pay the Applicant’s subsistence costs during the stay of the following
6.4. The information referred to in paragraph 6.3 shall be provided by the Concessionaire to Applicants in writing when the data necessary for the application are collected.
6.5. The Concessionaire shall provide the information referred to in paragraph 6.3. to the persons issuing an invitation and/or liable to pay the Applicant’s subsistence costs during the stay on the forms to be signed by those persons providing proof of invitation, sponsorship and accommodation. In the absence of such a form, this information shall be provided in accordance with Article 11 of Directive 95/46/EC.
6.6. In case during the performance of the Concession the Concessionaire gets into contact with personal data of the Contracting Authority, the Concessionaire shall not misuse, alter or compromise such data in any manner.
6.7. During the term of this Contract as well as after its expiry or termination, the Concessionaire shall respect the rules for the protection of personal data laid down in this Contract and shall ensure that the same rules are respected by its staff or other persons involved in the performance of the Concession; this obligation shall continue to apply after such staff leave employment or office.
6.8. None of the Contracting Parties shall disclose to third parties any Confidential Information obtained from the other Contracting Party during the performance of the Contract, except for cases when information necessary for the performance of the Contract is to be disclosed to the Concessionaire’s staff or subcontractors involved in the performance of the Contract; in such cases, the disclosure shall be subject to the same terms and conditions as those that apply to the Contracting Parties and shall be permitted insofar as strictly necessary for the proper performance or achievement of the object of the Contract.
6.9. The protection of confidential information shall not apply to cases where
6.10. “Confidential information” also includes any information, oral or documentary, that the Contracting Parties may provide to each other, and any know-how, meaning any knowledge of a commercial, manufacturing, security, technical and economic nature, related to the activities of the Contracting Parties, having a real or at least potential value and not generally available to the business community concerned, that the Contracting Party concerned wishes to keep secret.
6.11. The Contracting Parties agree not to reproduce, in whole or in part, any confidential information provided by the other Party in documentary form; this obligation shall not apply in cases where reproduction is necessary to correct, generate or modify confidential information for the purpose of its legitimate use in terms of the Contract. The Contracting Parties shall apply to each copy, including the appropriate data storage device, all markings applied to the document containing such confidential information that has been provided by the other Party.
6.12. The Contracting Parties shall treat confidential information provided by the other Party or obtained in connection with the performance of the Contract as trade secret; namely, the Contracting Parties shall keep such information secret and shall take all measures, in terms of contract documents and technical solutions, to prevent its misuse or unauthorized disclosure.
6.13. At the Contracting Authority’s request, the Concessionaire shall, without delay, return to the Contracting Authority or securely destroy the Contracting Authority’s demonstrably confidential information that is no longer necessary for the purposes of the Contract; this obligation shall survive the expiry of this Contract or its earlier termination following a notice of termination given by either Party.
6.14. The Concessionaire shall provide to its staff and all other persons involved in the performance of the Concession training on the duty to protect confidential information; such training shall be duly documented.
6.15. Without the prior written consent of the Contracting Authority, the Concessionaire shall not make any public announcements or provide any references concerning its cooperation with the Contracting Authority, except for references used by the Concessionaire in contract award procedures conducted by other contracting authorities in EU Member States.
6.16. During the term of this Contract as well as after its expiry or termination, the Concessionaire shall respect the rules for the protection of confidential information laid down in this Contract, and shall ensure that the same rules are respected by its staff or other persons involved in the performance of the Concession; this obligation shall continue to apply after such staff leave employment or office.
6.17. The Contracting Parties declare that they do not regard the information contained in this Contract and any amendments hereto as confidential information or business secret and they hereby give their consent to its disclosure, namely in terms of Act No 106/1999 concerning free access to information as amended.
7.1. Unless otherwise provided in this Contract, the titles to any movable property used by the Concessionaire for proper performance of this Contract and/or to any movable property provided by the Contracting Authority shall not pass to the Concessionaire.
7.2. Any equipment used by the Concessionaire for proper performance of the Contract shall be solely the Concessionaire’s property.
7.3. The Concessionaire shall be liable to the Contracting Authority for any damage caused to the Contracting Authority as a result of a violation of the Concessionaire’s obligations under this Contract or under the laws and regulations of the Czech Republic, including directly applicable legislation adopted by the bodies of the European Union; this liability shall apply to the full extent of the damage caused. Any contractual penalties imposed by the Contracting Authority under this Contract shall be without prejudice to the Contracting Authority’s right to seek compensation for the damage without any limitations.
7.4. Without the prior written consent of the Contracting Authority, the Concessionaire shall not assign or transfer to a third party any rights or obligations arising from this Contract.
8.1. This Contract is concluded for an indefinite period starting from __ __ 2015. 8.2. The Contract shall cease to apply upon written agreement between the Contracting Parties or following a withdrawal by either Party or following a notice of termination from the Contracting Authority.
8.3. Withdrawal from the Contract by the Contracting Authority
8.3.1. The Contracting Authority shall be entitled to withdraw from the Contract in the event of a substantial violation of the Contract by the Concessionaire. “Substantial violation of the Contract” means:
8.3.1.1. Interruption of the service at any Visa Centre for a period longer than seven (7) days without a valid reason;
8.3.1.2. Failure to commence the performance of the Concession under this Contract;
8.3.1.3. Performance of the Concession in a manner inconsistent with the object agreed in this Contract;
8.3.1.4. Repeated non-compliance with the conditions set out in the Quality Project, resulting in more than fifteen (15) penalty points scored by the Concessionaire during one calendar year;
8.3.1.5. Violation of any of the Concessionaire’s obligations specified in Article VI. of the Contract.
8.3.2. The Contracting Authority shall also be entitled to withdraw from the Contract if a public authority, acting in accordance with generally applicable laws and regulations, notifies the Contracting Authority that the Contracting Authority is required to initiate a new Concession Award Procedure.
8.3.3. The Contracting Authority shall also be entitled to withdraw from the Contract if a bankruptcy order is issued against the Concessionaire in insolvency proceedings, or if the Concessionaire’s assets are subject to enforcement or restraint proceedings.
8.3.4. The Contracting Authority shall also be entitled to withdraw from the Contract if the Concessionaire’s professional qualifications or technical capacity necessary for the performance of the Concessionaire’s obligations under this Contract change substantially to an extent that might endanger or prevent the provision of the service under this Contract.
8.3.5. Unless otherwise agreed in this Contract, the Contracting Authority shall be entitled to withdraw from this Contract on the grounds of its substantial violation only if the Concessionaire, despite being notified of the violation in writing, fails to remedy the violation or continues to act in violation of the Contract. The written notification of violation shall set a time limit for remedying the violation; the time limit shall not be shorter than 10 calendar days.
8.4. Termination of the Contract by the Contracting Authority
8.4.1. The Contracting Authority may terminate this Contract without stating the reasons not earlier than upon the expiry of twelve (12) months of the term of the Contract. The period of notice shall be three (3) months and shall run from the first day of the month following the month in which the notice was delivered to the Concessionaire.
8.4.2. The Concessionaire may also terminate this Contract for any of the reasons specified in paragraph 8.3.1. of the Contract. In such case, the period of notice shall be 2 months and shall run from the first day of the month following the month in which the notice was delivered to the Concessionaire.
8.5. The provisions of Article 9.1. of the Contract concerning the settlement of disputes shall survive the termination of the Contract under Article VIII. of the Contract.
8.6. Acts performed by the Contracting Parties in connection with the termination of the Contract under this article of the Contract shall be recorded in writing, in the Czech or English language, and shall be delivered to the other Contracting Party by registered mail, courier service or via data mail with a certified electronic signature.
9.1. The Contracting Parties agree to settle preferably in an amicable manner any and all disputes or differences arising from or in connection with this Contract (including namely disputes concerning the conclusion of this Contract, the applicability of the Contract, and the rights associated with the Contract). In case the Parties fail to achieve an amicable settlement of any dispute within a reasonable period that shall not be longer than thirty (30) days from the date on which either Party informed the other Party in writing that a dispute has arisen and requested an amicable settlement of such dispute, the dispute shall be resolved by a final decision of an ordinary court in the Czech Republic.
9.2. Arbitration is ruled out.
9.3. This Contract is governed by Czech law, namely by the Civil Code, the Concessions Act and the Public Procurement Act.
9.4. In case any obligation arising from this Contract or any provision of this Contract (including any paragraph, article, sentence or word hereof) is or becomes invalid, unenforceable and/or null and void, such invalidity, unenforceability and/or nullity shall be without prejudice to the remaining provisions of this Contract. The Parties shall replace such invalid, unenforceable and/or null and void obligation with a new obligation that is valid, enforceable and not null and void, the object of which shall correspond, as far as possible, to the object of the original severed obligation. In case any provision of this Contract (including any paragraph, article, sentence or word hereof) proves null and void, the provisions of Section 576 of the Civil Code shall be applied, mutatis mutandis, to determine the effects of such defect on the remaining provisions of the Contract.
9.5. This Contract shall take effect upon its signature by both Contracting Parties.
9.6. This Contract is done in the Czech and English languages. In the event of any divergence between the Czech and English versions, the Czech version shall prevail.
9.7. This Contract may be amended and modified only by written amendments signed by all Contracting Parties. Any possibility to amend this Contract in other than written form is hereby ruled out. For this purpose, exchange of e-mail or other electronic messages shall not be deemed to be “written form”. In case any amendment to this Contract is not made in the form agreed between the Parties, an objection of invalidity of such amendment can be raised even if the provisions of the amendment have already been complied with.
9.8. This Contract is done in five (5) bilingual originals, of which the Contracting Authority shall receive three originals and the Concessionaire shall receive two (2) originals.
9.9. The Contracting Parties jointly and expressly declare that they have agreed on, and are aware of, the entire content of the Contract and that the Contract expresses their earnest, genuine and free will and that they do not conclude this Contract in distress or on ostensibly disadvantageous terms. In witness thereof, the authorized representatives of the Contracting Parties append their own signatures hereunder.
List of annexes:
1. Contact details and consular districts of Consulates
For the Contracting Authority
___________________________________ Name, position
Prague, ______ ________ 2015
For the Concessionaire
___________________________________ Name, position
__________, ______ ______ 2015
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