Příloha č. 1: Závazný vzor návrhu smlouvy o poskytování služeb
Příloha č. 1: Závazný vzor návrhu smlouvy o poskytování služeb
Annex no. 1: Draft of contract
RÁMCOVÁ
SMLOUVA
uzavřená podle § 269 odst. 2 zákona č. 513/1991 Sb., obchodního zákoníku, ve znění pozdějších předpisů
Dolní oblast VÍTKOVICE, zájmové sdružení právnických osob, se sídlem Ostrava-Vítkovice, Ruská 2887/101,PSČ 706 02, IČ: 75125285, DIČ: CZ75125285, zaregistrováno Krajským úřadem Moravskoslezského kraje, odborem vnitřních věcí dne 21.12.2007 pod spis zn. VV/57681/2007, jednající: Ing. Xxxxx Xxxxxxxxx, Ph.D., předsedou předsednictva,
dále jen „DOV“, na straně jedné,
a
[JMÉNO A PŘÍJMENÍ], bydliště/sídlo: [VYPLNÍ UCHAZEČ], IČ: [VYPLNÍ UCHAZEČ], DIČ: [VYPLNÍ UCHAZEČ], zapsán/a v: [ÚDAJ O ZÁPISU V OBCHODNÍM REJSTŘÍKU ČI JINÉ OBDOBNÉ DATABÁZI],
dále jen „poskytovatel“, na straně druhé,
oba společně dále jen jako „smluvní strany“
uzavřely níže uvedeného dne měsíce a roku tuto smlouvu (dále jen „smlouva“): |
GENERAL
CONTRACT
concluded pursuant to Section 269(2) of Act No. 513/1991 Coll., the Commercial Code, as amended
Dolní oblast VÍTKOVICE, professional association of legal entities, with its registered office in Ostrava-Vítkovice, Ruská 2887/101, Postal Code 706 02, Czech Republic, Identification No.: 75125285, Tax Identification No.: CZ75125285, registered by the Regional office of the Moravian - Silesian Region, Department of Internal Affairs on 21 December 2007, File No.: VV/57681/2007, acting through Xxx. Xxxx Xxxxxxxx, Ph.D., Chairman of the Board,
hereinafter referred to as “DOV” on the one side,
and
[NAME AND SURNAME], resident at/ registered office in: [TO BE COMPLETED BY THE BIDDER], Identification No.: [TO BE COMPLETED BY THE BIDDER], Tax Identification No.: [TO BE COMPLETED BY THE BIDDER], entered in [INFORMATION ON REGISTRATION IN THE COMMERCIAL REGISTER OR OTHER SIMILAR REGISTER],
hereinafter referred to as the “Provider“ on the other side,
hereinafter jointly referred to as the ”Contractual Parties“
have concluded on the below stated day, month and year this agreement (hereinafter referred to as the “Agreement”): |
Pro účely plnění těch částí předmětu této smlouvy, jež nevyžadují, v souladu s ujednáními dle této smlouvy, přímou účast poskytovatele, nominoval poskytovatel tyto své zástupce:
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I. INTRODUCTORY PROVISIONS 1. This Agreement is concluded with the Provider as the winner of the public tender entitled “Occupation of the Professional Expert Position” (hereinafter referred to as the “Public Tender”) within the project entitled World of Technology - Science and Technology Centre, project registration no.: CZ.1.05/3.2.00/09.0185 (hereinafter referred to as the “Project”) co-financed from the European Union structural funds, operational programme Research and Development for Innovations (OP VaVpI). The Provider takes the above into consideration. 2. When performing his duties hereunder, the Provider undertakes to use all his qualification and care which can reasonably be expected from a professionally skilled and competent provider of consulting and similar services which are the subject-matter hereof. 3. The Contractual Parties declare that information mentioned in the heading hereof is actual as at the day of conclusion hereof. The Contractual Parties undertake to promptly inform the other Contractual Party about changes of the respective information. The Contractual Parties declare that the persons undersigning this Agreement are authorized thereto. 4. The Provider is obliged to cooperate in the course of performance of the financial control pursuant to Section 2 lit. e) of Act No. 320/2001 Coll., on Financial Control in Public Administration, as amended, and is further obliged to bound similarly also his potential sub-suppliers (within the fulfillment of the subject-matter hereof). 5. In the course of control performed in connection with the financing of the Provider’s remuneration hereunder from the European Union structural funds, the Provider is obliged to allow performance of the control by authorized persons, provide them with required information and to store documents for the period of 10 years following termination of the “World of Technology - Science and Technology Centre“ project. For the same period of time, the Provider undertakes to archive documents and documentation related to the subject-matter hereof. XXX undertakes to communicate at request the term of termination of the project to the Provider. 6. The Contractual Parties declare that the performance of the subject-matter hereof is not impossible and that they have concluded this Agreement after a due consideration of all possible consequences.
II. SUBJECT-MATTER OF THE AGREEMENT 1. Within the performance of the subject-matter hereof the Provider undertakes to provide to DOV consulting services, namely on the basis of individual requests by DOV for provision of performance (hereinafter referred to as the “Orders”) and confirmation of such Orders by the Provider; the Order template forms Annex No. 1 hereto. 2. The subject of services provided by the Provider shall be, in particular, the following:
3. The Provider undertakes hereby to adhere to and fulfill all OP VaVpI rules and manuals.
4. XXX undertakes hereby to pay to the Provider the agreed remuneration (price) to the extent and under the conditions agreed hereunder.
III. PLACE AND TIME OF PERFORMANCE 1. Consulting services shall be provided by the Provider on a continuous basis during the entire term hereof, on the basis of DOV’s Orders. 2. XXX assumes the necessity of presence of the Provider in the place of performance to the extent of approx. 40 days per year while, at the same time, XXX assumes the division of this annual amount of time always into 10 four-day cycles (visits) in the place of performance. As a minimum, at 50 % of the performance the professional expert himself must be present. For the remaining 50 %, elected substitutes (members of the Provider’s realisation team) in the given order (a. to c.) may be present, provided that these substitutes were nominated by the Provider in the bid submitted by the Provider into the Public Tender (see Art. VII. of the Agreement).
IV. REMUNERATION 1. The Provider’s remuneration for fulfillment of obligations hereunder is set upon agreement between the Contractual Parties and amounts to € [TO BE COPMPETED BY THE BIDDER] for 1 day of consulting services. 2. The above remuneration is set in EUR exclusive of VAT; in an invoice VAT pursuant to applicable legal regulation shall be added to the remuneration. The Provider shall be responsible that the VAT rate is determined in accordance with applicable regulation. 3. All Provider’s expenses connected with the fulfillment of his obligations hereunder, including travelling and accommodation expenses, etc. shall be included in the remuneration. 4. The Provider’s remuneration may not be modified anyhow, in particular as the result of change of CZK exchange rate or as the result of change in costs of provision of services hereunder, growth of any index, etc. 5. The remuneration exclusive of VAT agreed in Section 1 of this Article hereof is agreed as the maximum price and shall be valid during the entire term hereof.
V. PAYMENT TERMS 1. Advance payments are not agreed. 2. Payment of the remuneration shall be done by a wire transfer on the basis of invoices issued by the Provider which shall have the particulars of a tax receipt pursuant to Section 28 of Act No. 235/2004 Coll., on Value Added Tax, as amended (hereinafter referred to as the “Invoice”). 3. The Invoice shall be issued by the Provider at the latest by the 10th day of a month following the month in which services will have been provided hereunder. 4. Invoices’ maturity period shall be 30 calendar days following delivery of the Invoice to DOV. 5. Besides the particulars of a tax receipt set forth in applicable regulation, especially particulars pursuant to Section 31 and 32 of the Act on Value Added Tax, the Invoice must also include: a. number and date of Invoice issuance; b. this Agreement number and the day of its conclusion; c. name of the project (“World of Technology - Science and Technology Centre”) and project registration number („CZ.1.05/3.2.00/09. 0185“); d. the subject of performance and its exact specification in words (a sole reference to the Agreement number shall not be satisfactory); e. bank specification and details of the account number to which payment should be made; f. Invoice maturity period; g. name, seat, Identification No. and Tax Identification No. of DOV and the Provider; Error: Reference source not found. name and personal signature of the person issuing the Invoice, including a contact telephone. 6. Should the Invoice not comprise any of the mandatory or agreed particulars, should the remuneration or VAT be wrongly invoiced or not supported with the required or complete documents, DOV shall be entitled to return the Invoice to the Provider for rectification prior to expiry of the maturity period, stating the reason for return of the Invoice. The Provider shall rectify by issuing a new Invoice. Upon return of the defective Invoice, the original maturity period shall stop to run. A new maturity period shall commence to run on the day of delivery of the newly issued Invoice to DOV. 7. The Contractual parties have agreed that payment shall be made to the account indicated by the Provider in the Invoice.
VI. RIGHTS AND OBLIGATIONS 1. The Provider is obliged to provide the services hereunder at his own risk and expense, duly and timely exercising maximum possible professional care and in accordance with legal regulation applicable to the provided services. 2. The Provider is obliged to provide services hereunder on the basis of instructions given by XXX, otherwise in the extent necessary to ensure due provision of services. 3. The Provider is obliged to duly store all documents related to realization of the above mentioned project, including correspondence with DOV, in accordance with applicable legal regulations of the Czech Republic and the European Communities, however, at least for 10 years following termination of the project financing. The above obligation applies to all eventual sub-suppliers of the Provider. Furthermore, the Provider is at DOV’s request, obliged to make available to DOV or persons authorized by DOV all so stored documents and hand over such documents for inspection, control and copying. 4. During the entire period of the project realization the Provider is obliged to adhere to the policies of the European Communities, rules of competition, applicable regulation governing public aid and principles of environment protection and equal opportunities. 5. The Provider is obliged to allow the performance of inspection of all documents relating to the activities realized by the Provider hereunder, to allow continuous verification of provision of activities the performance of which the Provider undertakes hereby and to provide cooperation to all persons authorized to control performance or, as the case may be, to their representatives. Such authorized persons shall be DOV, the Ministry of Education, Youth and Sports, the Ministry of Labour and Social Affairs and persons authorized by it, regional tax authorities, the Ministry of Finance, the Supreme Audit Office, the European Commission and the European Court of Auditors and, as the case may be, other authorities entitled to the performance of control. 6. The Provider consents to the public disclosure of all particulars hereof. 7. DOV is obliged to timely submit to the Provider complete, true and comprehensible information which is necessary for the actual performance of the subject-matter hereof, unless it follows from the nature of such information that it should be ensured by the Provider within his activities. 8. XXX is obliged to create due conditions for the Provider’s activities and provide him with other necessary cooperation in the course of performance hereof.
VII. PROVIDER’S REALIZATION TEAM For the purpose of performance of such parts of the subject-matter hereof which, in accordance with the provisions hereof, do not require a direct presence of the Provider, the Provider has nominated his substitutes, as follows:
a. [TO BE COMPLETED BY THE BIDDER] b. [TO BE COMPLETED BY THE BIDDER] c. [TO BE COMPLETED BY THE BIDDER]
VIII. FINAL PROVISIONS 1. This Agreement is concluded for a definite period of time, namely from the day of its conclusion until 30 September 2014. 2. DOV is entitled to withdraw from this Agreement should the expenditures for the performance of the subject-matter hereof be recognized as unsuitable by the OP VaVpI control body or another control agency. 3. This Agreement is executed in the Czech and English language while the English language version shall prevail. 4. This Agreement is executed in three (3) counterparts having the validity of an original whereof DOV shall receive two and the Provider shall receive one counterpart. 5. The Order template (Annex No. 1) forms an integral part hereof. 6. The Contractual Parties jointly declare that they have read this Agreement prior to its execution, that it has been concluded after a mutual negotiation in accordance with their true and free will, that they have understood its contents and have expressed their will seriously, definitely, comprehensibly and not in pressure under flagrantly disadvantageous conditions and that they have agreed on its whole contents, in witness whereof they attach their signatures. |
…………………………………………………… Místo a datum podpisu
…………………………………………………… Xxx. Xxxx Xxxxxxxx, Ph.D. Dolní oblast VÍTKOVICE předseda předsednictva |
…………………………………………………… Place and date of signature
…………………………………………………… [TO BE COMPLETED BY THE BIDDER] |
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