C1. GENERAL
This Framework Agreement between the Bank and the Solution Provider concerns delivery of IT consultative services.
Apart from this Document, the Framework Agreement consists of the following Attachments:
Attachment A: |
Consultative Services Agreement |
Attachment B: |
Statement of Confidentiality |
C2. OBJECT AND SCOPE OF THE AGREEMENT
The object of this Framework Agreement shall be to set out the terms and conditions for the consultative service rendered by the Solution Provider to the Bank. The terms and conditions laid down herein shall apply to any consultative service rendered by the Solution Provider on behalf of the Bank notwithstanding whether an agreement has been entered into in writing. However, as for term and prices the Agreement shall not be valid until after proper signing by both parties.
The detailed character of the consultative assistance, time consumption, and remuneration therefore shall be agreed and described in Attachments A and B, which shall be drafted in duplicate original and signed by both parties.
In the event of discrepancy between the Consultative Services agreement and this Framework Agreement, this Framework Agreement shall prevail unless a deviation from the Framework Agreement has explicitly been described in the Consultative Services agreement.
C3. DEFINITION OF THE PARTIES
This Agreement shall apply to the Bank and its Affiliated Companies.
“Affiliated Companies” of the Bank means any legal entity:
• Directly owning or controlling the Bank
• Under the same direct or indirect ownership or control as the Bank, or
• Directly or indirectly controlled by the Bank
for so long as such ownership or control lasts. Ownership or control shall exist through direct or indirect ownership of more than fifty percent of the nominal value of the issued equity share capital or of more than fifty percent of the shares entitling the holders to vote for the election of directors or persons performing similar functions or right by any other means to elect or appoint directors or persons who collectively can exercise such control.
C4. THE BANK’S OBLIGATIONS
The Bank shall be obliged to make all of its relevant facilities available to the consultant, including office facilities, machine time on the Bank’s computer platform and assistance from agreed to available Bank employees to the extent necessary to ensure that the consultant can perform his or her work based on the consultant’s agreed competence and skill.
C5. STAFF
The Solution Provider shall only make consultants available, who have been approved by the Bank to possess the qualifications required by the Bank.
If the Bank so wishes, the Solution Provider shall provide the Bank with registrations of time spent for the consultative services rendered.
The Solution Provider agrees that the Bank is entitled to request that a consultant be substituted upon submission of reasonable arguments, including illness. In such event, the Solution Provider shall provide another consultant who shall possess the professional qualifications. The change of consultant including the time spent to hand over the contracted service shall take place without any costs or delivery time implications for the Bank.
The Bank shall be obliged not actively to employ or in any other way attach the Solution Provider’s consultants to its business without the prior approval of the Solution Provider within the terms of this Agreement.
The Bank shall be entitled to terminate this Framework Agreement forthwith if the Solution Provider without written approval from the Bank employs or in any other way attaches an employee with the Bank or an employee who was employed with the Bank during the last 12 months.
In the event that it becomes necessary to use a sub-solution provider, the sub-solution provider must co-sign the Attachments and the Framework Agreement. For the purposes of this Framework Agreement, sub-solution provider shall mean all persons and/or companies who/which the Solution Provider directly or indirectly uses to perform its obligations and who/which are not employed with the Solution Provider.
The Bank shall be entitled not to use a sub-supplier, including named persons employed with the Solution Provider or with a sub-supplier.
Neither the Solution Provider’s use of sub-suppliers nor the Bank’s rejection to use sub-suppliers/named persons shall in any way change the Solution Provider’s obligations as set out in this Framework Agreement.
C6. REMUNERATION
The Solution Provider shall invoice the Bank as specified in Attachment A. Terms of payment, invoice date + 30 days.
C7. WORKING HOURS
The working hours shall be all business days within ordinary hours. In case the Solution Provider needs to work outside these hours, access to the premises must be agreed in writing with the security officer.
C8. TRANSPORT (WITHIN COUNTRY)
Costs for daily transportation from the location of the Solution Provider to the location of the Bank shall be paid by the Solution Provider.
C9. TRAVELING AND STAYING (OUTSIDE COUNTRY)
Costs for traveling and staying outside the country upon written instructions from the Bank shall be directly payable by the Bank.
C10. INTELLECTUAL PROPERTY RIGHTS
All programs, details of specifications, screen structures, plans, user guides, and documentation, including source texts developed under this Agreement shall be the property of the Bank so that all intellectual property rights and other rights shall belong to the Bank unless otherwise agreed in Attachment A to this Framework Agreement.
Unless explicitly otherwise agreed or informed, the Solution Provider shall guarantee that the documentation and other results provided by the Solution Provider and delivered to the Bank do not infringe third-party rights.
C11. STANDARDS AND SECURITY RULES
The Solution Provider shall be obliged to use and observe the standards and rules for IT system development applicable to the Bank, the Solution Provider’s own company rules of ethics, and the Bank’s security rules.
C12. CONFIDENTIALITY
The parties and their employees shall be subject to an unconditional duty of silence as for any knowledge of, information on, or documentation of the other party’s internal matters, plans, products, finances, clientele, etc., which the other party or its employees have learned through the cooperation.
The duty of silence is irrevocable.
This is confirmed by each of the consultants through the signing of the Bank’s Statement of Confidentiality (Attachment B).
The Solution Provider shall not use the Bank as reference without the prior written approval of the Bank. The Solution Provider shall not send out public information on this Framework Agreement or publicize parts of or the entire contents of this Framework Agreement without the prior written approval of the Bank.
C13. FORCE MAJEURE
Under this Framework Agreement, neither the Bank nor the Solution Provider shall be deemed to be in breach of their obligations in relation to the other party if such breach is solely due to external events on which the parties have no influence themselves.
Force majeure relating to delay shall not be claimed for a number of hours in excess of the number of hours for which the force majeure situation lasted. Force majeure shall only be claimed if the party in question has informed the other party thereof in writing no later than 4 working days after the occurrence of the force majeure situation.
However, the party not affected by the force majeure situation shall be entitled to cancel the Agreement if the agreed time of delivery is exceeded by more than 10 days due to force majeure. In such event, both parties shall as soon as possible return everything which they have received from the other party and no further claims shall exist between the parties.
C14. TERM AND TERMINATION
This Framework Agreement shall be in force for a period of 1 year as from the commencement date. The Agreement shall be up for re-negotiation no later than 3 months prior to expiry.
This Framework Agreement may be terminated by either party giving three months’ notice in writing until the first day of a month.
However, this Framework Agreement shall be non-terminable and without limitation in time as for the rules on confidentiality, rights, governing law, and arbitration.
C15. GOVERNING LAW AND ARBITRATION
This Framework Agreement shall be governed by Country law.
Disputes arising between the parties and which cannot be settled amicably shall finally and with binding effect be settled through arbitration in accordance with “the Rules of Procedure” for Country Arbitration. The award rendered by the arbitration tribunal shall be based on Country law. As for the question of legal costs, the arbitration tribunal’s award shall be based on applicable rules on legal costs for legal proceedings.
This Framework Agreement has been signed in duplicate original and each party shall receive one original hereof.
Date: Date:
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For and on behalf of the Bank For and on behalf of the Solution Provider