ZÁKLADNÉ INFORMÁCIE O ZMLUVE UZAVRETEJ PODĽA INÉHO AKO SLOVENSKÉHO PRÁVNEHO PORIADKU1
Slovenská technická univerzita v Bratislave, Xxxxxxxx 0, 000 00 Xxxxxxxxxx, XXX: 00397687
ZÁKLADNÉ INFORMÁCIE O ZMLUVE
UZAVRETEJ PODĽA INÉHO AKO SLOVENSKÉHO PRÁVNEHO PORIADKU1
1. Rozhodné právo: Francúzskej republiky
2. Zmluvné strany:
2.1 Efund Group
Located 00 xxx xx Xxxxxx 00000 Xxxxxxxx Francúzska republika
registered at Bordeaux RCS under the number 851 197 731 VAT: FR14851197731
2.2 Slovenská technická univerzita v Bratislave Strojnícka fakulta
Námestie slobody 17
812 31 Bratislava
IČO: 00397687
IČ DPH: SK2020845255
3. Typ zmluvy: Zmluva na servis CL4-2023-RESILIENCE
4. Predmet zmluvy: Predbežná analýza úloh a hodnôt technológií vyvinutých v rámci projektu Horizon Europe Programme of the European Union
5. Cena: 4 950,00 EUR bez DPH ( 5 940,00 EUR s DPH)
6. Doba zmluvy: od 20. 04. 2023 do: 1. do uhradenia poslednej splátky alebo do zamietnutia projektu
7. Záručná doba:
8. Zmluva vyhotovená v anglickom jazyku
je neoddeliteľnou súčasťou tejto informácie a nasleduje za jej textom. V Bratislave dňa 25. 04. 2023
1§ 853 ods. 3 Občianskeho zákonníka, § 771c Obchodného zákonníka
Contract of services
CL4-2023-RESILIENCE-01-05
Recycling technologies for critical raw materials from EoL products (IA)
Today, 20/04/2023, this contract for delivery of services was concluded between:
Slovak University of Technology in Bratislava (STU), 0 Xxxxxxxx, 00000 Xxxxxxxxxx, Xxxxxxxx
registered by the reg number 00397687 VAT number: SK2020845255
represented by Xxxx. Xxxxxx Xxxxxxxx, Hereinafter referred to as the Client,
and
Efund Group,
Located 00 xxx xx Xxxxxx, 00000 Xxxxxxxx, Xxxxxx registered at Bordeaux RCS under the number 851 197 731 VAT number: FR14851197731
represented by Xxxxxx XXXXXX, President
Hereinafter referred to as the Consulting company, and commonly hereinafter referred to as the Parties,
ARTICLE 1. PREAMBLE
The Consulting Company, specialised in European projects’ setting-up and management, will help the Client to set-up a proposal, under the CL4-2023-RESILIENCE-01-05 call. The proposal will be submitted to the European Commission (EC) before 20/04/2023 at 17:00 CET (call deadline).
ARTICLE 2. SCOPE OF THE CONTRACT
Within the Horizon Europe Programme of the European Union, the Client will participate in the preparation of a proposal addressing the call CL4-2023-RESILIENCE-01-05 : Recycling technologies for critical raw materials from EoL products (IA) for to be submitted by 20/04/2023.
This document defines the services offered by the Consulting Company, external advisor in charge of supporting the preparation of this proposal.
ARTICLE 3. CONTENT OF SERVICES
The proposal setting-up phase is divided into two parts:
1. Project structuring
2. Proposal writing
3.1. Project structuring
Preliminary studies
The Consultancy Company with the help of the partners will perform:
● an accurate and detailed definition of the project content;
● a state of the art of the technology or process of the proposal field;
● a preliminary analysis of the role and value of technologies to be developed within the project;
● a justification of the innovative aspects of the project.
Those preliminary studies might be discussed with the relevant Horizon Europe national contact points when possible and/or needed.
Partners identification and consortium animation
● Identification of relevant profiles and partner search Definition of the profile needed to cover the full scope of the project
Active search through direct contact, use of relevant networks (Consulting Company database, partners’ network,
clusters, online search).
● Selection of relevant partners
● Consortium meetings
Regular teleconferences will be organised by the Consulting Company to gather the partners. The Consulting company will prepare the agenda, define the schedule and book an online conference room, lead the meetings and send minutes afterwards.
Project content
This stage will consist of defining the content of the project’s Work Programme. A first draft of Work Packages (WP) structure will be proposed to the consortium by the Consulting Company. For each Work Package, the Consulting Company will lead:
● Identification of tasks, duration and deadlines, repartition of work between partners,
● Assistance in the identification of need for equipment
● Identification for exploitation and dissemination strategies
Project budget
The Consulting Company will propose an evaluation and a review of each partners’ budget. Templates will be
made available and explained to the Client. The Consulting Company will assist the Client in the evaluation of:
● The costs of personnel and consumables for each task and per partner.
● The costs of equipment to be acquired for each task and per partner.
● The costs of sub-contracting for each task and per partner.
● The costs of additional expenses (including but not limited to travel, coordination, management, audit) for each task and per partner.
● The global cost of the project
Project outcomes
The project outcomes significantly impact the project structuring. The choices realised during the structuring phase should lead to maximising the socio-economic impact of the project.
A business plan will be drafted to describe the market target, the production hypothesis, commercial
development, selling perspective, ROI… through focusing on the following aspects:
● Strategy and key-steps
● Marketing strategy
● Operational strategy
● Financial projections
● Additional funding needs
3.2. Proposal writing
The Consulting Company will manage the drafting of the proposal and will remain in regular contact with the partners, will circulate information about the project and centralize information as needed to write the proposal. The proposal will be written in English and will consider the following evaluation criteria:
1. Impact:
1. Enhancing innovation capacity and integration of new knowledge;
2. Strengthening the competitiveness and growth of companies by developing innovations meeting the needs of European and global markets;
3. Effectiveness of the proposed measures to exploit and disseminate the project results (including IPR management) and to communicate the project.
1. Excellence:
1. Clarity and pertinence of the objectives;
2. Credibility of the proposed approach;
3. Soundness of the concept
4. Coverage of the value chain (raw materials, equipment and technology suppliers and end-users)
5. Extent that proposed work is ambitious, has innovation potential, and is beyond the state of the art.
1. Quality and efficiency of the implementation:
1. Coherence and effectiveness of the work plan
2. Coherence in the allocation of tasks and resources
3. Complementarity of the participants within the consortium
4. Appropriateness of the management structures and procedures
5. Coherence and effectiveness of the financial structure
6. Soundness of the business case and business plan
7. Readiness of the technology for the implementation of the pilot phase or demonstration
The Consulting Company will collect the administrative information and write the proposal using the templates provided by the EC. Finally, after receiving approval from all partners, the Consulting Company will conduct the final review of the proposal and the Consulting Company or the Project Coordinator will submit the files on the online platform on or before the official submission deadline.
ARTICLE 4. PRICE AND PAYMENT
The Client commits itself to pay to the Consulting Company a fixed amount of 4 950 EUR for the preparation of the CL4-2023-RESILIENCE-01-05 and 3.50% success fee calculated on the basis of the EC contribution on the total Client budget if the project is funded by the European Commission.
All the fees mentioned above are VAT excluded.
In counterpart, the Consulting Company commits itself to supervise the setting-up of the proposal, as described in the Horizon Europe guidelines and to submit it before the official call deadline.
Payments will be completed by the Client, as follows:
- A fixed part of 4 950 EUR after the submission of the proposal but not later than 30 days after the issuing of the invoice;
- 3.50% success fee of the EC contribution on the total Client’s budget, in one payment to be made after the first (advance) payment made from the coordinator to the Client and within 30 days after receipt of the Consulting Company’s invoice;
All the sums mentioned above are VAT excluded.
In case of a proposal not financed by the EC, no success fee will be paid to the Consulting Company.
ARTICLE 5. RIGHTS AND OBLIGATIONS OF THE PARTIES
The Consulting Company shall be obliged to:
- Deliver the service subject of this contract and described in Article 3, pursuant to the quality standards and within the time limit agreed with the Client;
- Refrain from disclosing any confidential information relating to the Client to which the Consulting Company may have had access to.
The Client shall be obliged:
- To communicate to the Consulting Company all the required information needed for the proposal’s setting- up;
- To inform the Consulting Company about the date of signature of the Grant Agreement (if the project is successful) and the date of the first advanced payment by the EC to the Client, in both cases not later than one week after the event (signature or payment);
- To pay the remuneration due to the Consulting Company according to the schedule and price established as per this contract.
- Not to charge the support fees subject of this contract (fixed part and success fee) to the project post Grant Agreement.
ARTICLE 6. LIABILITIES
The Client agrees that whatever the basis of its claim and the procedure for its implementation, the potential liability of the Consulting Company in respect to the obligations under this contract shall be limited to an amount not exceeding the total sum actually paid by the Client for services or tasks provided by the Consulting Company.
ARTICLE 7. CONFIDENTIALITY
The Parties agree to:
- Keep the Confidential Information secret and confidential and take all reasonable security precautions in the safekeeping of the Confidential Information;
- Be responsible for the fulfilment of the confidentiality obligations foreseen in this Contract on the part of the employees of its organization involved in the Proposal to whom it may disclose such Confidential Information when strictly needed for the Purpose (as defined in article 1 & 2) and shall ensure that they
are informed of the confidential nature of the Confidential Information and of the terms of this Contract and remain so obliged, as far as legally possible, for the entire duration of this clause , even in case of termination, of the contractual relationship of said employees within the organizations, or of this contract.
Both parties shall not disclose any Confidential Information to any other subject unless they have received the written consent of the other party and that such subject has entered into a non disclosure contract with its organization equivalent to this Contract in respect of Confidential Information and if needed for the Purpose only.
Until the official submission date stated in Article 1, the proposal and all its linked content will be considered as Confidential and the Client cannot share, rely upon, copy or use the proposal or part of it and all its linked content outside of the consortium members or the European Commission, nor use it for any other purpose outside the scope of this contract.
Consulting Company employees working on the completion of the tasks assigned pursuant to this contract will have access to confidential Client’s data. This confidential information shall not be communicated by any means to any third party.
The confidentiality clause shall remain valid 2 years after the termination of the present contract.
ARTICLE 8. BREACH OF THE CONTRACT
In case the Consulting Company misses the submission deadline due to reasons for which the Consulting Company is responsible, it shall give back the amount received and not receive any other amount in the frame of this contract.
In case the Client wishes to withdraw from the Consortium, he should inform the Consulting Company at least 3 weeks before the project submission deadline. In this case, the amount already paid to the Consulting company would remain acquired, and the Consulting Company will be free to use the information and documents already provided by the Client for the submission purpose. The contract will be terminated on common agreement and no further payments will be owed.
Any material breach of this Agreement by either Party in not fulfilling their obligations pursuant to this Agreement can lead to the termination of the Agreement decided by the non- defaulting Party.
ARTICLE 9. INTEREST FOR LATE PAYMENT
In accordance with article L 441.10 of the French Commercial Code, late payments shall automatically give rise to a late payment penalty based on the rate applied by the European Central Bank to its most recent refinancing operation in euros plus 10 percentage points, without being less than three times the French statutory interest rate in force at the due date. In addition, any delay in payment will result in the invoicing to the defaulting Client of collection costs of 40 euros. Any costs incurred to recover the amounts owed by the Client in excess of the fixed fee of €40 shall be borne by the Client, upon presentation of receipts.
ARTICLE 10. VALIDITY
If some provisions in this Agreement become invalid, illegal or unenforceable, the legality and enforceability of the remaining provisions will not be, in any way affected or impaired. Such parts shall be deemed severed from the remainder of this agreement and in such event the Parties will substitute another provision which as nearly as possible validly gives effect to their intentions as expressed herein for the said invalid, illegal or unenforceable provisions.
ARTICLE 11. REFERENCES
The client accepts that the Consulting Company includes among its references the work done within the framework of this contract.
ARTICLE 12. OWNERSHIP OF THE RESULTS
Partners can not reuse the templates, schemes, and other documents provided by the Consulting Company in the frame of the setting-up.
The final proposal being the result of the work of all partners of the consortium, will not be subject to ownership after the submission date. Partners and the Consulting Company can use the information contained in the proposal freely as long as it is in line with the Article 7 of this contract or with any other Confidentiality Agreement signed between partners or between the Consulting Company and the Client.
ARTICLE 13. APPLICABLE LAW
The Parties commit to try to solve any conflict using amicable agreement. If necessary, a mediator will be appointed by joint agreement by the Parties. The fees related to the mediation will be shared by the Parties.
This Agreement shall be construed and interpreted by the laws of France. The court of Bordeaux shall have jurisdiction.
All disputes, claims, controversies or differences which may arise between or among the Parties, out of or in relation to or in connection with this Agreement, or of breach thereof, that fail to be amicably settled between the Parties, will be finally settled by arbitration in Paris under the Rules of Arbitration of the International Chamber of Commerce. The language of the arbitration proceedings will be English. The award made by the arbitrators will be binding on the Parties.
ARTICLE 14. DATA POLICY
The Consulting Company may collect some or all of the following personal data:
Full name, Date of birth, Professional address, Personal and professional email addresses, Telephone numbers, Business name, Job title, Profession, Bank details, Business fields of interest, LinkedIn profiles, Company VAT number, Company registration number, etc.
Under the Regulation (EU) No 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation, (OJ EU L 119/1), the Consulting Company might collect the above mentioned data on a lawful and legitimate basis linked to the performance of the Purpose of this service contract and/or the aim to share information about calls for collaborative projects and proposals the Client might be interested in. The legal basis for this processing of personal data shall be article 6, 1
(f) of the GDPR (legitimate interests).
By signing the following contract you express your consent to the use of your personal data for the following purposes:
- Registering you on the A form of the project on the European Commission portal
- Communicating with you in the frame of this contract
- Sending you information by email about future funding opportunities, news or events, offer of services You may unsubscribe or opt-out of the third purpose at any time by contacting us at xxx@xxxxx.xx.
If for the Purpose of this contract, the Client is processing data obtained from a European Union (“EU”) data subject, the Client must be in compliance with the General Data Protection Regulation (“GDPR”). The Client represents and warrants that he is fully compliant with all GDPR provisions, including but not limited to the provisions for
mandatory standard contractual requirements, data processing records, breach notification process, right to erasure, data privacy policy, fair processing notices, and data protection requirements for employee contracts. The Client represents and warrants that any data made available to him (mainly through the A form of the proposal) by the Consulting Company in the scope that is from an EU data subject will be processed and handled using the applicable GDPR provisions. If the Client becomes non-compliant with the GDPR, the Client will immediately notify the Consulting Company.
ARTICLE 15.GENERAL PROVISIONS
This Agreement commences on the date of the signature by both Parties and will expire after the last payment is received if the project is successfully funded, or after the receipt of the EC mail of project rejection.
Any amendments or supplements to this contract shall be made in written form.
This contract consists of seven (7) pages. The Parties agree that each may execute this Agreement and any amendment thereof by: (i) a hand-written signature on a hard-copy document; (ii) by an electronic signature (eIDAS compliant). Delivery by hardcopy, facsimile copy or electronically transmitted copy (e.g., Adobe PDF file format or DocuSign format) of this Agreement or any amendment thereof shall be deemed valid and acceptable to the Parties
For Slovak University of Technology in Bratislava
Xxxxxx Xxxxxxxx, Dr. h. c. prof. h. c. prof. Dr. Xxx.
Xxxxxx
For Efund Group
Xxxxxx Xxxxxx
President