Soutient à la traduisibilité dans l'élaboration des questionnaires pour TALIS 2030.

web.1734.5
OCDE
16.10.2026 18h (Heure de Paris)
23.09.2026
Soutient à la traduisibilité dans l'élaboration des questionnaires pour TALIS 2030
3585
https://www.oecd.org/fr/about/calls-for-tenders.html
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G' OECD
MARKET CONSULTATION 3585.
SUPPORTING
TRANSLATABILITY
IN QUESTIONNAIRE DEVELOPMENT
TEACHING AND LEARNING
INTERNATIONAL SURVEY
- TALIS) 2030
THE DEADLINE FOR THE RECEIPT OF OFFERS IS: (OCTOBER 16, 2026, 6PM (PARIS TIME))
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Summary
1. Instructions to bidders . 4 1.1. Purpose and object of the Market Consultation . 4 1.2. Terms and conditions of the Market Consultation . 4 1.2.1. Composition of the Market Consultation. 4 1.2.2. Bids. 4 1.2.3. Duration of bid validity. 4 1.2.4. Additional information . 4 1.2.5. Communication. 5 1.2.6. Acceptance and rejection of Bids. 5 1.2.7. Modification or cancellation of Market Consultation . 5 1.2.8. Partnerships . 5 1.2.9. Subcontracting . 5 1.2.10. Extension of the deadline for receipt of Bids . 5 1.2.11. Costs and Expenses. 6 1.2.12. Confidentiality. 6 1.2.13. Liability . 6 1.3. Presentation, submission and contents of bids . 6 1.3.1. Bid presentation and conditions for submission . 6 1.3.2. Contents of the Bid . 6 1.3.3. Financial Conditions . 7 1.4. Interviews . 7 1.5. Selection criteria . 8 1.6. Information to bidders. 8 2. Terms of Reference .9 2.1. INTRODUCTION. 9 2.1.1. History and structure . 9 2.1.2. TALIS 2030 timeline. 10 2.1.3. Translation and adaptation in TALIS 2024. 10 2.2. DESCRIPTION OF THE WORK . 11 2.3. KEY TASKS, ACTIVITIES AND METHODS OF WORKING. 11 2.4. MINIMUM REQUIREMENTS . 12 2.5. References . 12 Letter of Application . 13 Declaration. 14 Market Consultation - 1.
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ANNEX 1: Financial Grid template. 16 ANNEX 2: OECD contract template for intellectual services . 17.
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Preamble
The OECD brings together the governments of countries committed to
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Established: 1961.
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other countries and economies .
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1. Instructions to bidders
1.1. Purpose and object of the Market Consultation
The Organisation for Economic Co-operation and Development (OECD) is launching this Market Consultation with the objective of sourcing one or more suppliers to support its work on questionnaire development for the Teaching and Learning International Survey (TALIS) 2030.
Following the selection process, candidates that are selected may be offered a framework contract in order to provide services to the OECD.
Any work requested by the OECD will be conditioned to mutual agreement between both Parties before issuance of related purchase orders (PO) by the OECD.
1.2. Terms and conditions of the Market Consultation
1.2.1. Composition of the Market Consultation
The documentation relating to the Market Consultation includes the following parts:
a) Instructions to bidders;
b) Terms of Reference and their annexes;
c) The letter of application;
d) Market Consultation Declaration ;
e) Annex 1: Financial offer template;
f) Annex 2: OECD contract template for intellectual services.
1.2.2. Bids
All Bids will be treated as contractually binding for the bidder and the bidder shall consequently issue in response to this Market Consultation a Letter of Application and a Declaration dated and signed, in accordance with Article 1.3.2 below.
1.2.3. Duration of bid validity
Bids shall remain valid for one hundred and eighty (180) calendar days, as from the deadline for receipt of Bids. 1.2.4. Additional information
Should any problems of interpretation arise in the course of drawing up the bid documents, bidders may submit their questions to [email protected] and [email protected] no later than three (3) calendar days before the deadline for the receipt of bids. All bidders will be informed of the answers given to such questions.
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1.2.5. Communication
All communication relating to this Market Consultation shall be done directly to the email address outlined in Article 1.2.4. To ensure fairness and transparency, the Organisation reserves the right to reject any bid documents where the Bidder has had direct contact with other OECD personnel .
1.2.6. Acceptance and rejection of Bids
There is no obligation on the part of the Organisation to accept any bid or part thereof that is received in response to the Market Consultation, as further specified in Article 1.3.1.
The OECD reserves the right:
a) To accept Bids with non-substantial defects
b) To reject
- Any Bid received, especially those that are illegible, conditional, vague, or incomplete, that do not contain the required information, or that do not conform to the instructions provided or that contain false information
- Any Bid received after the deadline for receipt of Bids, without indemnity or justification.
1.2.7. Modification or cancellation of Market Consultation
The Organisation reserves the right to modify or cancel all or part of the Market Consultation, should the need arise, without having to justify its actions and without such action conferring any right to compensation in favour of the Bidders.
1.2.8. Partnerships
Partnerships must jointly meet the administrative requirements set out in the Market Consultation. Each partner must also meet full requirements individually. In case of joint-venture or consortium, a contract shall be concluded with the leading entity only. The composition of the partnership must not be altered without the prior written consent of the OECD. The bid may be signed by the representative of the joint venture or consortium only if it has been expressly so authorised in writing by the members of the joint venture or consortium, and the authorising contract, notarial act or deed must be submitted to OECD.
1.2.9. Subcontracting
Any subcontracting is subject to the prior written approval of the OECD.
All subcontractors must be eligible for the contract and cannot be in any of the situations listed in these instructions to Bidders. In the event of doubt, OECD may request documentary evidence that the subcontractor is not in a situation of exclusion as mentioned in the letter and declaration.
1.2.10. Extension of the deadline for receipt of Bids
The OECD reserves the right to extend the deadline for receipt of the Bids. In that case, all the Bidder's and Organisation's rights and duties and in particular Article 1.2.3 above will be subject to this new deadline.
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1.2.11. Costs and Expenses
Bids are not paid. No reimbursement of expenses related to the preparation of any Bid will be made by the OECD.
Kindly note that OECD does not charge any fee at any stage of its procurement process (vendor registration, bid submission). Bidders shall be advised that OECD does not use procurement agents. Any approach by a third party claiming to be an official agent from OECD should be reported to OCED Corporate Procurement Group immediately at [email protected]
1.2.12. Confidentiality
The Market Consultation and any further information communicated to the Bidders or which come to their knowledge in the course of the Market Consultation and the performance of the work are confidential and are strictly dedicated to the purpose of the Market Consultation. The OECD reserves the right to request to have all documents and information and copies, regardless of the format, to be returned at the end of the Market Consultation process or to receive a written attestation that they have been destroyed.
1.2.13. Liability
The OECD assumes no liability towards potential Bidders. In particular, it assumes no obligation toward the finalist until the contract is signed by both Parties.
1.3. Presentation, submission and contents of bids
1.3.1. Bid presentation and conditions for submission
Bids shall be drafted entirely in English, and shall be received by the Organisation before the deadline to [email protected] and [email protected] .
The date and time before which to return the Bids are given in these Instructions. Bids which do not fully comply with the Technical Specifications/Terms of Reference may, at the sole discretion of the Organisation, be rejected and returned to the Bidder. Bids which are received by the Organisation after the deadline specified above as well as Bids which do not fully comply with the Technical Specifications/Terms of Reference may, at the sole discretion of the Organisation, be rejected.
1.3.2. Contents of the Bid
Bidders must provide:
- A recent CV including relevant experiences and achievements, contact details and 2-3 references (including names and contact information) ;
- If the applicant is not an individual but an entity, a recent CV of the employee(s) who will undertake the key tasks are to be included as part of the application;
- A cover letter (maximum two pages) with details of competences and/or experiences relevant to the minimum requirements, which may include prior work examples and/or professional experience ;
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- The financial grid, filled (Annex 1), with the daily rate;
- If the applicant is not an individual but an entity, applicants are invited to complete the financial grid for each intended profile, based on a working day of 8 hours (40 hours per week;
- Discounts that may be applicable based upon the volume of business (e.g., price reductions over a certain number of days threshold);
- Tenderers shall clearly indicate that the proposed prices are valid for the entire duration of the project/contract (up to 5 years), or, alternatively, propose a mechanism for annual price review;
- A Letter of Application, signed by the bidder. A template is annexed to this Market Consultation, which contains all of the necessary information;
- A Declaration signed by the Bidder. A template is annexed to this Market Consultation, which contains all of the necessary information;
- Candidates are requested to review the OECD Contract Template for Intellectual Services and submit any proposed amendments together with their proposal. Contractual discussions, if required, will take place only with the successful candidate(s) following completion of the procurement procedure. As the OECD Contract Template forms part of this Market Consultation, candidates are strongly encouraged to limit any proposed amendments to those strictly necessary. The OECD will prioritise contract discussions with successful candidates who accept the draft contract without changes or propose only limited and justified amendments.
- Moreover, the Bidder shall provide, to the extent possible and where applicable, certificate(s) identifying the Bidder, including its name, legal form, address, registration number or equivalent, date founded, areas of activity and number of employees.
Please note that the Bidder, should it be shortlisted , may be asked to provide the following:
- Any relevant existing agreements with intermediaries or third parties;
- Financial information for the last three (3) years;
- Proof of completed legal obligations with regards to tax declarations and payments in its home country and all the requisite certificates to that effect.
1.3.3. Financial Conditions
Prices quoted in the Bid must include all costs necessary for the complete execution of an eventual contract (i.e. insurance, transport, guarantees, etc.). Charges for items essential to execution of the contract and not identified in the Bid will be borne by the Bidder. All prices must be in Euros.
Bidders are requested to use the financial template (Annex 1) attached to this Market Consultation. If Bidders are selected and awarded a contract, Bidders are advised that the daily rate in the financial offer shall remain valid for the entire duration of the contract, unless a mechanism for annual price review is agreed upfront by the parties.
1.4. Interviews
The Organisation reserves the right to organise interviews and request the Bidders to specify the content of their Bids.
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1.5. Selection criteria
The following selection criteria will be applied to Bidders. In the case of bids submitted by a consortium, the selection criteria will be applied to the consortium as a whole unless specified otherwise. The offers received will be assessed according to the following criteria:
Technical criteria Points
1 Relevant experience and knowledge in linguistics, translatability assessments and adaptation processes for multi-lingual international surveys, as identified in the Terms of Reference. 45.
2 Fluency in more than one language, from different language groups (non-Romance language groups would be an asset). 20
3 Experience in contributing to expert groups or similar advisory bodies and collaborating with other experts. 10
Financial criteria Points
1 Financial proposal. 25.
The overall technical score of this Market Consultation is 75 points.
The technical threshold is set to 40 points out of 75 points. The technical threshold corresponds to the minimum level of technical quality that a proposal shall demonstrate in order to be shortlisted.
Following the first-round evaluation of the written proposals, interviews may be conducted to clarify or confirm the information provided. Based on these clarifications, technical scores may be confirmed or adjusted, without exceeding the maximum technical score and within the predefined evaluation framework. 1.6. Information to bidders
All Bidders will be informed, whenever possible, of the decision taken on their bids or in the event that the Market Consultation has been cancelled.
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2. Terms of Reference
2.1. INTRODUCTION
The OECD Teaching and Learning International Survey (TALIS) is the world's largest international survey of teachers and principals. TALIS is administered on a cyclical basis (2008, 2013, 2018 and 2024) and has been implemented in over 60 countries around the world. The next administration of TALIS will occur in 2030. 2.1.1. History and structure
In 2008, TALIS surveyed teachers and principals from lower secondary (ISCED 2) schools. In 2013, TALIS offered participating countries the possibility to also survey teachers and principals from primary (ISCED 1) and upper secondary (ISCED 3) schools. Not all participants administer TALIS at ISCED 1 or ISCED 3, so ISCED 2 became known as the “core” survey. Each separate survey strand (ISCED 2, ISCED 1, and ISCED 3) is referred to as a "module".
In 2018, TALIS added a module to collect data on early childhood education and care settings and staff, known as Starting Strong. In 2024, TALIS added the Teacher Knowledge Survey module (TKS), to assess ISCED 2 teachers' general pedagogical knowledge (see Table 1).
Of note, the OECD's International Early Learning and Child Well-Being Study (IELS) collected data for the first time in 2018 and then again in 2025. This study focuses on the direct assessment of five-year-old children but also includes questionnaires for ECEC staff (or primary school teachers) as well as for parents.
Table 1. TALIS modules
Module Years administered ISCED level Description
ISCED 2 2008, 2013, 2018, 2024 ISCED 2 (lower secondary education) A survey of teachers' and principals' characteristics, practices and working conditions
ISCED 1 2013, 2018, 2024 ISCED 1 (primary education) A survey of teachers' and principals' characteristics, practices and working conditions
ISCED 3 2013, 2018, 2024 ISCED 3 (upper secondary education) A survey of teachers' and principals' characteristics, practices and working conditions
Teacher Knowledge Survey 2024 ISCED 2 (lower secondary education) An assessment of teachers' general pedagogical knowledge, with a short context survey of teachers' characteristics, education, beliefs and practices
Starting Strong 2018, 2024 Early childhood education and care A survey of early childhood staff and leader characteristics, practices and working conditions
IELS 2018, 2025 ISCED 02 (pre-A separate study that includes a survey of staff (or primary) or ISCED 1 teachers) and parents of five-year-old children (primary education)
The administration of each TALIS optional module depends on the decision of a sufficient number of countries to participate.
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2.1.2. TALIS 2030 timeline
A six-year TALIS cycle occurs in four phases - development, testing, the main survey and reporting. Table 2 describes these phases and when they will occur during the TALIS 2030 cycle.
Table 2. TALIS phases
Phase Year Description Responsibility
Development 2027 Developing the conceptual frameworks Developing the questionnaires OECD and countries/territories
2028 Conducting a pilot study Revising the questionnaires Initial translation and adaptation of the questionnaires Testing the questionnaires and survey processes through a field trial OECD and countries/territories
Testing 2029 Field trial (continued) Revising the questionnaires Final translation and adaptation of the questionnaires Contractors and countries/territories
Main survey 2030 Collecting data Contractors and countries/territories
Reporting 2030-32 Analysing data and developing reports OECD
Preparations have started for the TALIS 2030 development phase, in which the OECD will lead the development of the questionnaires for each TALIS module. For each module, there will be a need to review, revise and update questionnaire content.
Questionnaire development generally occurs during three phases.
1. Before the pilot study, the OECD will gather feedback from participating countries. The OECD will lead an initial review and revision of questionnaires, which will be used in the pilot study;
2. After the pilot study, the OECD will lead the review of results from the pilot study and any required adjustments to the questionnaires;
3. After the field trial, the OECD will lead the review of results from the field trial and any required adjustments to the questionnaires.
In each period of development, the OECD will be supported by relevant experts in education and survey methodology.
2.1.3. Translation and adaptation in TALIS 2024.
Cross-national comparability of questionnaires used in TALIS and other OECD large-scale surveys is an essential element of ensuring the validity of measurement. Lessons learned from previous TALIS cycles suggest that more attention should be paid to identifying instrument translation procedures that can improve equivalence across contexts. Research commissioned by the TALIS Governing Board and the OECD in 2021-22 on translation and adaptation in TALIS emphasised the need to prevent translation problems at the earliest possible stage to develop better questions, with a more cost-effective process. However, problems in previous TALIS cycles have often been identified late in the process (Halleux, 2023).
During the development stage of the TALIS cycle, an international source version of the questionnaires for teachers, principals, early childhood education and care (ECEC) staff and leaders is drafted in English. This is
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then later adapted for each participating education system and translated where necessary. In the 2024 cycle, a translatability assessment was conducted after the pilot, to reduce problems for translators before the field trial. More details about the translation and adaptation process in TALIS 2024 can be found in the TALIS 2024 Technical Report .
A translatability assessment involving multiple linguists with fluency in languages from different language groups is also likely to be conducted in TALIS 2030. This is projected to take place after the first full draft of the field trial questionnaires has been created.
2.2. DESCRIPTION OF THE WORK
The selected supplier(s) will support the OECD by providing expertise and advice on the translatability of survey materials in TALIS 2030 across the different modules, including:
- Core ISCED 2 teacher and principal questionnaires;
- ISCED 1 teacher and principal questionnaires (these will largely mirror the ISCED 2 versions);
- ISCED 3 teacher and principal questionnaires;
- Teacher Knowledge Survey teacher questionnaire;
- Starting Strong staff and leader questionnaires.
The supplier will collaborate with the OECD and relevant experts through each phase of questionnaire development, from the initial draft of questionnaire materials before the pilot to the revision of questionnaires after the field trial.
Work on questionnaire development will be organised around meetings of expert groups and written consultations, throughout 2027-2031. Around five meetings are anticipated for the Core Survey Questionnaire Expert Group (Core survey QEG), the ISCED 3 Questionnaire Expert Group (ISCED 3 QEG), the Early Childhood Questionnaire Expert Group (EC-QEG), and the Teacher Knowledge Expert group (TKEG). The exact timing and duration of meetings are to be confirmed. Two or three in-person meetings are anticipated for each expert group in Paris, the duration of which will likely range from two to three days. Other meetings are expected to be shorter and held virtually over the course of the contract. The OECD may convene additional ad-hoc meetings if necessary, which would most likely take place virtually.
During meetings, the supplier will be expected to provide feedback and advice on the translatability of questionnaire materials for TALIS 2030. Outside of meetings, the supplier will also need to collaborate with the OECD Secretariat and QEGs to review and comment on draft questionnaire materials and any supporting documentation (e.g. glossaries and style guides).
The translatability assessment involving multiple linguists assessing the first draft of the field trial questionnaire (noted in Section 2.1.3) is outside the scope of this Market Consultation.
2.3. KEY TASKS, ACTIVITIES AND METHODS OF WORKING
The key tasks may include, but are not limited to, the following:
- Review draft questionnaires and indicate where the English source version may not be easily translated into different languages;
- Suggest possible changes to questionnaires to improve their translatability;
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- Participate in virtual and/or in-person meetings of other TALIS expert groups, if requested, such as the core survey Questionnaire Expert Group (QEG), the early childhood education and care (ECEC) QEG, the teacher knowledge expert group, or the expert group on upper secondary education;
- Review and comment on draft summary records of TALIS expert group meetings;
- Review and comment on documentation to support questionnaire translation (e.g. glossaries and style guides).
The selected supplier(s) may be required to perform additional tasks based on project needs and as agreed with the OECD.
2.4. MINIMUM REQUIREMENTS
The ideal candidates will:
- Have proven expertise in translation, multilingual communication, linguistics and/or survey questionnaire development, including one or more of the following areas:
- Translatability assessment of questionnaires, surveys and assessment instruments;
- Identification and resolution of linguistic, cultural and conceptual issues affecting translation and cross-language comparability;
- Cross-cultural adaptation and localisation of survey instruments or similar research instruments (e.g. user research, educational, or psychometric assessments);
- Have excellent analytical and drafting skills, including the ability to provide clear, practical recommendations to improve the translatability of source materials;
- Be willing and able to comply with any applicable rules or regulation on personal data protection, including the OECD Data Protection Rules 1 ;
Be fluent in written and spoken English. Fluency in additional languages relevant to participating TALIS countries, especially in non-Romance languages, would be an asset.
2.5. References
Halleux, B. (2023). Translation and adaptation processes in TALIS 2018. OECD Publishing, Paris. Retrieved 08 06, 2026, from https://doi.org/10.1787/6e72eea4-en
1 https://www.oecd.org/en/about/data-protection.html
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Letter of Application
Market Consultation
‘Supporting translatability in questionnaire development'
As part of the offer in response to this Market Consultation, the Bidder (company or individual) shall declare on oath the following:
I. All elements of the offer are contractually binding;
II. The person signing the offer does have the authority to commit the Bidder to a legally binding offer; III. The Bidder accepts the OECD contract template for intellectual services without any modification. If there is an exception, please state the exception and the rationale for that exception.
IV. The Bidder acknowledges and understands the terms of the Instructions to Bidders and accepts to conform himself to those terms if selected to conduct the contract.
V. The Bidder, or each of the partners in the case of a partnership, has fulfilled all its legal obligations with regards to tax declarations and payments in its home country and must supply all the requisite certificates to that effect.
On . / . / . Signature
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Declaration
Market Consultation for
‘Supporting translatability in questionnaire development'
As part of the offer in response to this Market Consultation ‘Supporting translatability in questionnaire development ' , the Bidder (company or individual) shall declare on oath the following:
i. That it is not bankrupt or being wound up, is not having its affairs administered by the courts, has not entered into an arrangement with creditors, has not suspended business activities, is not the subject of proceedings concerning those matters, and is not in any analogous situation arising from a similar procedure provided for in national legislation or regulations;
ii. That neither the Bidder nor any persons having powers of representation, decision making or control over the Bidder have been convicted of an offence concerning its professional conduct by a judgment which has the force of res judicata ;
iii. That neither the Bidder nor any persons having powers of representation, decision making or control over it have been the subject of a final judgment or a final administrative decision for fraud, corruption, involvement in a criminal organisation, money laundering, terrorist-related offences, child labour or trafficking in human beings or any other illegal activity detrimental to the interests or reputation of the OECD, its members or its donors;
iv. That neither the Bidder nor any persons having powers of representation, decision making or control over it have been the subject of a final judgement or of a final administrative decision for an irregularity affecting the financial interest of the OECD, its members or its donors;
v. That it has not been the subject of a final judgement or of a final administrative decision establishing that it has created an entity under a different jurisdiction with the intention to circumvent fiscal, social or any other legal obligations of mandatory application in the jurisdiction of its registered office, central administration or principal place of business;
vi. That it has not been created with the intention described in point v) above as established by a final judgment or a final administrative decision;
vii. That it is not guilty of misrepresentation in supplying the information required as a condition of participation in this Market Consultation or fail to supply this information;
viii. That it adheres to the highest ethical and business responsibility standards and complies with all applicable national and international rules relating to ethical and responsible standards of behaviour, including, without limitation, those dealing with human rights, environmental protection, sustainable development, tax compliance, anti-bribery and anti-corruption;
ix. That it has not been employed by the OECD as official staff within the six (6) months prior to the submission of the offer of the Market Consultation;
x. That it is not subject to a conflict of interest;
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xi. That its employees, if applicable, and any person involved in the execution of the work to be performed under the present Market Consultation are regularly employed according to national laws to which it is subject and that it fully complies with laws and regulations in force in terms of social security and labor law;
xii. That it has not granted and will not grant, has not sought and will not seek, has not attempted and will not attempt to obtain, and has not accepted and will not accept any advantage, financial or in kind, to or from any party whatsoever, constituting an illegal practice or involving corruption, either directly or indirectly, as an incentive or reward relating to the award or the execution of the contract.
I, the undersigned, . on behalf of the Bidder (company or individual) ., understand and acknowledge that the OECD may decide not to award the contract to a Bidder who is one of the situations indicated above. I further recognise that the Organisation may terminate for default any contract awarded to a Bidder who during the award procedure had been guilty of misrepresentation in supplying, or fail to supply, the information requested above.
Date . / . / . Signature
Name Job title
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ANNEX 1: Financial Grid template
Market Consultation:
Supporting translatability in questionnaire development for TALIS 2030
Ref. Description EUR (excluding taxes) EUR (including taxes)
1.
1.1 Daily rate of the translatability expert
2 Additional costs
2.1 Travel costs ( estimated for a single two-day meeting held in Paris, France )
2.2 Any additional cost (please specify)
NOTES
Bidders shall provide as a minimum a price for the items listed above. Bidders should clearly confirm that their proposed prices will remain valid for the entire duration of the project/contract (up to 5 years) or alternatively propose a mechanism for annual price review.
Additional details (e.g. different rates depending on the profile, applicable discounts, etc.) can be provided at the discretion of the bidder.
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ANNEX 2: OECD contract template for intellectual services
ORGANISATION FOR ECONOMIC CO-OPERATION AND DEVELOPMENT
Corporate Procurement Group
Contract: (SRM number 3000XXXX)
FRAMEWORK CONTRACT FOR INTELLECTUAL SERVICES
RELATING TO (BRIEF DESCRIPTION)
Between
The Organisation for Economic Co-operation and Development ;
Whose Headquarters are situated at 2, rue André Pascal, 75775 Paris Cedex 16, France;
Represented by (name and surname) , (position) ;
Hereinafter referred to as the “ Organisation ” or the “ OECD ”;
on the one hand; And If an individual
Mr/Ms./Professor./Dr .
Whose address is (home address) /office is situated at (work address)
If an entity/ university / research institute/ company/foundation
(Full name of the contracting entity) ;
A (type of business registration) , with a share capital of (XXX EUR OR OTHER CURRENCY) (amount) ;
Registered in (country) Trade Register at (town) under N o (trade register number) ;
For EU based Contractor : EU VAT number: (EU VAT number);
Whose registered office is situated at (address) ;
Represented by (name and surname) , (function) ;
WITH APPROPRIATE AMENDMENTS FOR COMPANIES OUTSIDE FRANCE/EUROPE
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Hereinafter referred to as the “ Contractor ”, or “ (usual name) ” ;
on the other hand;
Hereinafter jointly referred to as the “ Parties ” or separately as a “ Party ”. It has been agreed as follows:
1. SCOPE OF THE CONTRACT
1.1. The purpose of this contract (hereinafter, the “Contract") is to set out the general conditions under which the Contractor may be requested by the Organisation to provide the services described in Annex 1.
1.2. The Contractor undertakes to carry out all tasks and provide all services necessary for the performance of the services agreed between the Parties in accordance with Clause 3 of the Contract (hereinafter, the “Work”).
1.3. The Contract shall be formed of the following documents, in order of precedence to the extent of any inconsistency:
1. Main body of the Contract;
2. Annex 1: Description of the Work;
3. Annex 2: Price;
4. OPTION: Annex 3: Profiles of the team in charge of the Work
1.4. The Contract takes precedence over any past agreements, including (if applicable) minimum general conditions for OECD contracts in the call for tenders. No terms or conditions contained in the Contractor's acknowledgement, acceptance of a purchase order, delivery note, website or electronic interface to transmit and receive documents or invoices, or other documentation will form part of this Contract.
2. DURATION
The Contract enters into force on the later signature date by either Party, and shall remain in effect for a duration of (X) years.
3. FRAMEWORK CONTRACT -ORDERING PROCEDURE
3.1. The Contract is a framework contract. It is expressly agreed that the Organisation has no obligation to order any Work from the Contractor pursuant to the Contract.
3.2. Under the Contract, the Organisation may order Work on a time spent basis (ordering procedure defined in Clause 3.3. below) or on a lump-sum basis for a specific project (ordering procedure defined in Clause 3.4. below).
3.3. The procedure for ordering the Work on a time spent basis is as follows:
a. The Organisation will contact the Contractor to discuss the Work to be provided under a purchase order;
b. The Contractor will issue a quotation consistent with the needs of the Organisation and the
provisions of the Contract, including Annex 2 (Price);
c. The Organisation may issue a purchase order (which may be transmitted electronically);
d. Each purchase order shall contain:
- a reference to the Contract;
- a complete description of the Work to be performed by the Contractor;
- the schedule for completion of the Work;
- the price for the Work, according to Annex 2 (Price).
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3.4. The procedure for ordering the Work on a lump-sum basis for a specific project is as follows:
a. The Organisation will contact the Contractor to discuss the Work to be provided;
b. The Contractor will issue a quotation consistent with the needs of the Organisation. The rates used by the Contractor to calculate the lump-sum amount shall never exceed the Rates (as defined in Clause 4.1);
c. The Organisation may issue a purchase order (which may be transmitted electronically). The purchase order will follow the requirements of Clause 3.3.d above and will also include:
- a list of all deliverables to be provided by the Contractor;
- the schedule for completion of each of the foregoing; and
- the applicable fixed price for the Work and a payment schedule.
3.5. OPTION 1: If the Contractor receives a purchase order from the OECD and is available to perform the relevant Work in accordance with the specified timeframes, the Contractor will sign and date the purchase order and email a scanned copy of the signed purchase order to the OECD within five (5) working days of its receipt of such purchase order from the OECD. If the OECD does not receive the signed purchase order from the Contractor within such time period, the OECD will be deemed to have withdrawn its order for Work under such purchase order.
OPTION 2: If the Contractor receives a purchase order from the OECD, it shall notify the OECD via email to ( Email address of the person in charge within the Directorate; add a generic email address within the Directorate in cc if needed ) of any objections to the purchase order, including but not limited to objections regarding the description of the Work, price, payment schedule, delivery dates, or any other terms or conditions contained therein, within five (5) working days of receipt of the purchase order (the " Objection Period "). If the Contractor does not provide such written notice of objection within the Objection Period, the Contractor shall be deemed to have accepted the purchase order in its entirety and agrees to perform the Work as described in the purchase order in accordance with the terms and conditions stated therein and in the Contract.
3.6. A binding commitment to order the Work can only result from the issuance by the Organisation of a purchase order according to the abovementioned procedure.
3.7. Each purchase order concluded pursuant to Clause 3.5 above shall be subject to the terms and conditions of the Contract and shall be binding on the Parties. In the event of any conflict between a purchase order and the clauses of the main body of the Contract and/or its Annexes, the terms of the purchase order shall prevail.
4. PRICE AND PAYMENT TERMS
4.1. PRICE
4.1.1. The rates applicable for the Work ordered on a time spent basis are set out in Annex 2 (hereinafter, the “ Rates ”).
The Rates shall cover all costs and expenses in respect of the Work by the Contractor.
The Rates shall not change during the total duration of the Contract.
4.1.2. The price for the Work ordered on a lump-sum basis will be agreed in each purchase order and covers all necessary costs and expenses in respect of the performance of the Work.
4.1.3. The Contractor must obtain the Organisation's written consent before performing any tasks which would result in an overrun of the price contained in the purchase order.
4.1.4. The price shall be paid in Euros.
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4.2. PAYMENT
4.2.1. With respect to the Work ordered on a time spent basis , the following payment terms shall apply: a. The Contractor shall, at the end of each month, produce an activity report, detailing the
number of days of Work carried out for that month by the Contractor, which will be submitted to the Organisation for written approval. The Organisation's approval may not be
unreasonably withheld or delayed, and the Organisation may only refuse to approve all or part of the activity report on legitimate grounds. If the Organisation does not approve the activity report, it will transfer its comments to the Contractor. If the Parties fail to agree on the activity report, the Contractor shall issue an invoice only for the undisputed amount of Work in the activity report, and will issue an invoice for the remainder once the
dispute/disagreement has been resolved.
b. Following the Organisation's approval of the activity report, the Contractor will issue a
corresponding invoice in accordance with the requirements of Clause 4.2.3 below.
4.2.2. With respect to the Work ordered on a lump-sum basis , the price shall be due to the Contractor according to the payment schedule set forth in the purchase order, upon presentation of the
corresponding invoice issued in accordance with Clause 4.2.3 below and upon receipt of the
deliverables to the satisfaction of the Organisation and in accordance with the applicable purchase order.
4.2.3. Invoices will be submitted to the OECD in accordance with the applicable purchase order. An invoice shall be prepared and submitted to the OECD as follows:
- Email invoices in PDF format to: Identification:
[email protected] OECD
- A copy shall also be sent to: ( Email Programme, Budget, and Financial Management
address of the person in charge within Service
the Directorate ) Accounting Division - Purchase of Goods and
- Only one invoice per email attachment. Services Unit
- Other formats (e.g., JPG or Word) will 2, rue André Pascal
not be accepted. 75775 Paris Cedex 16 (France)
a. IF THE CONTRACTOR IS AN INDIVIDUAL: The OECD provides an invoice template 2 for individual Contractors to use.
b. The OECD will only consider an invoice acceptable if it includes all items below:
- Name and address of the Contractor;
- Invoice number and date;
- It is addressed to the OECD;
- A reference to the Contract (including its number);
- The Contractor's Tax Identification Number and corporate registration 3 number 4 ;
- OPTION, in the case of electronically supplied services only (see further Clause 4.3): (the Contractor's OSS (One Stop Shop) VAT registration number, including the country of registration;)
- Purchase order number;
- Detailed description of the Work rendered, as outlined in the Contract or applicable purchase order;
2 Available at https://www.oecd.org/content/dam/oecd/en/about/call-for-tenders/Template INVOICE Copy.pdf .
3 Note: SIRET for French contractors.
4 Note: This is not required for a French micro-entrepreneur who is exempt from VAT at the time of issuing the invoice.
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- The quantity, unit of measure, currency, unit price, VAT rate and amount (if applicable) and total price of the Work rendered;
- Payment details including bank name and address, bank account number, SWIFT/BIC code, beneficiary, IBAN and any other pertinent details 5 ;
- Name, title, phone number, email address, and mailing address of person to be notified in the event of a defective invoice;
- Any other information or documentation required by the Contract and/or the applicable purchase order.
Any queries or follow-up regarding invoice payments should be addressed to [email protected] .
c. IF THE CONTRACTOR IS AN INDIVIDUAL: Payment terms for undisputed amounts are net thirty (30) days from invoice date.
IF THE CONTRACTOR IS A LEGAL ENTITY: Payment terms for undisputed amounts are net forty-five (45) days from invoice date.
N.B.: OECD policy on fees paid to intellectual services suppliers based outside of the SEPA area is that these payments are to be made to a bank account held in the country where the supplier is resident and/or where the service was provided. Payments to suppliers based in the SEPA area may be made to a SEPA area account. Requests for payments to a bank account held in another country shall be refused. This policy is required to avoid any appearance that the OECD is facilitating tax evasion. This restriction does not apply to payments to visiting experts for travel and temporary living costs.
4.3. TAXES
OPTION 1: IN FRANCE - CHECK WITH THE OECD FOR OTHER COUNTRES
The prices are indicated exclusive of tax. If the amounts payable to the Contractor for the Work hereunder are subject to value added tax (V.A.T.), the Contractor's invoice shall show the applicable V.A.T. rate and corresponding amount on the invoices, as well as the total amount before and after such tax.
OPTION 2: CHECK WITH THE OECD
The Organisation is exempt from taxation, including from sales tax and value added tax (V.A.T.). Therefore, the Contractor shall not charge any such tax to the Organisation. All other taxes of any nature whatsoever are the responsibility of the Contractor.
4.4. WIRE TRANSFERS
Payments shall be made by bank transfer, in the currency indicated in Clause 4.1 of the Contract. The Organisation shall only pay the bank transfer fees charged by the originating bank. The Organisation shall not reimburse any fees levied by any intermediary bank or the receiving bank or any other cost associated with such transfer or with currency exchange.
4.5. TRAVEL EXPENSES AND PER DIEM OPTION: TO BE REMOVED IF THE TRAVEL EXPENSES ARE I ALREADY INCLUDED IN THE LUMP SUM PAID TO THE CONTRACTOR
By derogation from Clause 4.1 above, if the Organisation requests that the Contractor travels for the purposes of the Contract, the Organisation shall reimburse reasonable travel expenses and per diem to the Contractor upon presentation of the corresponding invoices, within the limit of the rates applied by the Organisation for its officials and subject to the prior written consent of the Organisation, which may be given by email. The Organisation may require the Contractor to produce supporting receipts.
5. CONTRACTOR'S PERSONNEL
5 Available at https://www.oecd.org/en/about/calls-for-tenders.html#vendor .
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5.1. GENERAL OBLIGATIONS
Neither the Contractor nor any of the Contractor's experts, employees, subcontractors, agents or
representatives (hereinafter, the “Personnel”):
i) shall in any capacity be considered as members of the staff, employees or representatives of the Organisation;
ii) shall have any power to commit the Organisation in respect of any obligation or expenditure whatsoever; iii) shall have any claim to any advantage, payment, reimbursement, exemption or service not stipulated in the Contract. In particular, and without limitation, it is understood that neither the Contractor, nor any of its Personnel, may in any manner claim the benefit of the privileges and immunities enjoyed by the
Organisation or by its personnel.
5.2. EMPLOYER OBLIGATIONS OPTION: IF the contractor is a legal entity
The Contractor shall, at all times during the term of the Contract, comply with all applicable labor laws, rules and regulations. Upon request, the Contractor shall provide to the Organisation proof that it has complied with these obligations.
If the Contractor fails to provide such proof, or fails to comply with the abovementioned obligations, the OECD may terminate the Contract in accordance with Clause 16.1.
In addition to the national labor laws, rules and regulations that are applicable to it, the Contractor shall comply with the principles of the conventions of the International Labor Organisation, notably as regards the minimum age and child labor, trade union freedom, the right of organisation and collective bargaining, forced or compulsory labor, the equality of remuneration between men and women, discrimination in employment, working hours and the minimum wage.
5.3. ACCESS TO OECD PREMISES
5.3.1 If the Work requires at any time the presence of the Contractor and/or of the Contractor's Personnel on the premises of the Organisation, they shall observe all applicable rules of the Organisation, in particular security rules, which the Organisation may enforce by taking any measures that it
considers necessary.
5.3.2 Prior to being granted access to the Organisation's premises, the Contractor's Personnel must be authorised by the Organisation according to its own criteria. For this purpose, a list of Personnel shall be provided before the Work commences. The authorisation will take the form of a personal badge, which may only be obtained upon full identification of the individuals and receipt of a
photocopy of both sides of their identity document. The authorisation will also be subject to prior approval of the Security Service of the Organisation ( [email protected] ).
Any change in the composition of Personnel must be notified to the Security Service
- [email protected] ) before their intervention. This notification shall fully identify the individuals and in particular include a photocopy of both sides of their identity document.
5.4. PASSPORTS AND VISAS OPTION: IF THE PERFORMANCE OF THE WORK BY THE PERSONNEL I REQUIRES TRAVELLING
All Personnel performing the Work shall be in possession of valid passports and the necessary visas or other authorisations to enable them to travel as necessary for the Work. The Contractor shall reimburse the Organisation for any costs incurred as a consequence of non-compliance with this obligation.
5.5. COMPOSITION OPTION: IF THE OECD NEEDS THE WORK TO BE PERFORMED BY ONE (OR I SEVERAL) NAMED INDIVIDUAL(S)
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The Work shall be performed by the individual(s) named in Annex (number) or otherwise agreed in writing by the Organisation, this being an essential element of the Contract. The Contractor may not replace said individuals by others, without the prior written consent of the Organisation.
Upon receipt of a justified request from the Contractor, the Organisation may authorise in writing a replacement for part or all of the Work. In such case, the Contractor shall carry out replacements by other persons of equivalent competency within (x) working days as from the authorisation. The Contractor shall train the replacement(s) so that they are immediately operational. The Contractor shall bear all costs resulting from the replacement.
6. LIABILITY AND INSURANCE
6.1. LIABILITY
The Contractor is liable for and shall indemnify the Organisation against any and all losses, costs, liabilities and damages that it and/or its Personnel may cause to the Organisation, including but not limited to any personal injury, material or non-material damage(s), and against any and all claims made by any third parties against the Organisation, as a result of or in connection with the performance or breach of the Contract. 6.2. INSURANCE
6.2.1 The Contractor declares that it has su bscribed to the necessary insurance policies OPTION: IF THE CONTRACTOR IS AN INDIVIDUAL: (, especially an adequate medical and accident insurance
coverage,) with one or more insurance.com panies known to be creditworthy OPTION: FOR
CONTRACTORS LOCATED IN FRANCE: (and represented in France) in order to cover:
i) its civil liability for all risks arising out of or in connection with its professional activity and the
performance of the Work, including any activity in the premises of the Organisation;
ii) any physical, material or immaterial damage, whether consecutive or not, caused by the Contractor and/or its Personnel to the Organisation.
6.2.2 The Contractor shall provide evidence of such insurance policy at the Organisation's first request, by providing a certificate of insurance issued by its insurer(s).
6.2.3 The said insurance certificate cannot be issued more than twelve (12) months earlier and must
include a statement that the Contractor is up to date with payment of its insurance premiums. The Contractor must notify the Organisation in writing at least thirty (30) days prior to any change of its insurance policies.
6.2.4 Neither the scope nor the amounts of the coverage shall constitute a limitation of the civil liability of the Contractor, which shall compensate from its own funds, in the event that the limit of coverage of its insurance is insufficient or inadequate, in order to settle a claim for which it is responsible.
6.2.5 The Contractor guarantees that itself and any third party companies it may use under the Contract have subscribed to an insurance company known to be creditworthy and that they will remain the holders, throughout the term of the Contract, of insurance policies covering all risks inherent in or relating to their activities.
7. POWERS
The Contractor hereby declares having all rights and full authority to enter into the Contract and to be in possession of all licences, permits (including work permits for the Contractor's Personnel) and property rights (in particular intellectual property rights) necessary for the performance of the Work.
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8. CONFIDENTIALITY
8.1. The Contractor shall not disclose to third parties or use, for any purpose whatsoever, other than that specified in the Contract:
a) all or part of the results and products (both intermediate and final) of the Work; and
b) any information or documents communicated to the Contractor, or which come to its
knowledge or to which it has access in the course of the performance of the Work.
8.2. Neither Party may disclose the clauses of the Contract to any third parties, except to their respective auditors, legal counsels or other external advisors, on a need-to-know basis, provided that such third parties are bound by an equivalent obligation of confidentiality towards the disclosing Party.
8.3. The foregoing does not limit in any way the right of the OECD to disclose, including to publish on its
website, the title, the nature and subject of the Contract, the commencement and end dates of the
Contract, the name and locality of the Contractor and the amount of the Contract. The term "locality" shall mean the address for legal persons and the country/region for natural persons.
8.4. The confidentiality obligations under Clauses 8.1 and 8.2 shall not apply where a disclosure is required by any law, regulation or order binding upon the disclosing Party, provided that the Party to which the request is made provides the other Party with prior written notice (where permitted by law) and allows the other Party to defend, limit or protect against such disclosure. Any such request made to the
Contractor by any public authority (including judicial authorities) is subject to the provisions of Clause 11.3 below.
8.5. The Contractor shall ensure that the Contractor's Personnel is expressly bound by and respects the provisions of this clause.
9. INTELLECTUAL PROPERTY RIGHTS
9.1. The results and products, both intermediate and final, of the Work, including all intellectual property
rights arising therefrom, shall belong exclusively to the Organisation. These rights shall vest in the
Organisation as and when the Work is created, or if this is not legally possible, be assigned to the
Organisation by the Contractor throughout the world, on a perpetual basis.
As exclusive owner of the results and products of the Work, the OECD enjoys full rights over them, including (but not limited to) the right to license, publish, display, represent, reproduce, adapt, translate, modify, create derivative works, sell, exploit, administer, use and dispose of the results and products of the Work and to retain any and all benefit, revenue and income accruing therefrom, without the prior written consent of the Contractor being required. In particular, the OECD may freely decide to publish, or not publish, the results and products of the Work (and/or any adaptation thereof).
9.2. All rights in the Contractor's pre-existing proprietary intellectual property included in the results and
products of the Work shall remain with the Contractor. If the Work includes any pre-existing materials owned by the Contractor or licensed to the Contractor by any third parties, the Contractor grants to the OECD a perpetual, irrevocable, non-exclusive, sub-licensable, worldwide and royalty-free licence to use such materials as part of the Work.
9.3. The Contractor warrants that the results and products of the Work do not infringe the intellectual property or other rights of any third parties.
9.4. The Contractor shall not use the OECD name and/or logo without the prior written consent of the OECD. (OPTION: In particular, without limitin g the generality of the foregoing, the Contractor (OPTION: IF THE CONTRACTOR IS A LEGAL ENTITY and/or its Personnel) shall not reference the OECD in any job
titles, descriptions, or professional profiles on social media platforms, including but not limited to
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LinkedIn, Facebook, X, and other similar platforms, without such prior written consent.)
10. INTELLECTUAL PROPERTY RIGHTS -INDEMNITY OPTION
10.1. The Contractor undertakes, at its own expense, to defend the Organisation or settle any action,
claim or allegation of infringement of any intellectual property rights or of unfair competition brought by any third party relating to the results and products of the Work (including any pre-existing materials
incorporated therein) (a " Claim "). The Contractor shall indemnify the Organisation against, and agrees to pay promptly on demand, any losses, liabilities and damages awarded against the Organisation as a result of an enforceable judgment, court order or settlement or a final arbitration award in connection with any such Claim, as well as any costs (including reasonable legal fees) and expenses incurred by the Organisation in relation to the Claim.
10.2. If any third party makes a Claim, or is likely to make a Claim, against the Organisation, the
Contractor shall, at its sole expense (and without prejudice to any other rights or remedies available to the Organisation), promptly:
a) procure for the Organisation the right to continue using the results and products of the Work, in
accordance with the terms of the Contract; or if it is unable to do so;
b) replace or modify the affected results and products of the Work to make them non-infringing without affecting performance or functionality.
10.3. The obligations set forth in this clause shall survive the expiry or termination of the Contract for any reason.
11. SECURITY OF OECD DATA
11.1. TECHNICAL AND ORGANISATIONAL MEASURES TO PROTECT OECD DATA
Throughout the Contract, “ OECD Data ” means any and all information or data of the OECD and/or its users, including but not limited to:
i) any information collected or created by the Contractor for the OECD when performing the Work that is not already in the public domain;
ii) any information that the Contractor is required to treat as confidential pursuant to Clause 8.
above;
iii) any other confidential or restricted information of the OECD; and
iv) any Personal Data processed by the OECD or on its behalf.
For the purpose of the Contract, all references herein to information or data of the OECD or OECD Data include any information or data of all Directorates, Programmes, Services, OECD hosted bodies or other special entities within the administrative framework of the OECD that are communicated to the Contractor, come to its knowledge or to which it has access in the course of the performance of the Work.
The Contractor shall implement and maintain appropriate technical and organisational measures to protect OECD Data against unauthorised or unlawful processing, accidental loss, destruction, damage, theft, alteration, disclosure or unavailability. These measures shall be appropriate to the harm which might result from any unauthorised or unlawful processing, accidental loss, destruction, damage, theft, alteration, disclosure or unavailability of the OECD Data. The Contractor shall ensure that no element of OECD Data is used, reproduced, processed or retained in any manner for any purpose that is not authorized under the Contract.
11.2. SECURITY INCIDENT
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In the event of a suspected or confirmed breach of security that could lead to or leads to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, theft of or access to or control of the OECD Data, or which otherwise undermines the integrity, confidentiality or availability of the OECD Data and/or associated systems (" Security Incident "), the Contractor shall: (a) without undue delay and in any event, no later than 48 hours after discovery of the Security Incident, notify the OECD, giving all available details of the Security Incident; (b) keep the OECD updated and provide further details, including a root cause analysis, thereafter in phases as such details become available to the Contractor; (c) take immediate action to contain the Security Incident and implement all necessary remediation measures (including measures reasonably requested by the OECD); (d) take all necessary measures to prevent a similar Security Incident from occurring in the future (including measures reasonably requested by the OECD).
Any notification of a Security Incident shall be made by phone and email to [email protected] (with [email protected] in copy) and, at the OECD's request, confirmed by a registered letter with proof of receipt.
11.3. REQUESTS FOR DISCLOSURE OF OECD DATA
The Contractor will notify the OECD without undue delay if it:
i) receives a legally binding request from a public authority (including judicial authorities) for the disclosure of OECD Data; such notification will include all information about the request, including at least the type of OECD Data requested, the requesting authority, the legal basis for the request and the response
provided; or
ii) becomes aware of any direct access by public authorities to OECD Data; such notification will include all information available to the Contractor.
Any notification under Clause 11.3 herein shall be made by phone and email to [email protected] (with [email protected] in copy) and, at the OECD's request, confirmed by a registered letter with proof of receipt.
If the Contractor is prohibited from notifying the OECD, the Contractor will use its best efforts to obtain a waiver of the prohibition.
To the extent permissible, the Contractor will provide the OECD with as much relevant information as possible on the request received (in particular, the type of OECD Data requested, the requesting authority/ies, the legal basis for the request, whether the request has been challenged and the outcome of such challenges, etc.). The Contractor will review the legality of the request for disclosure, in particular in light of the applicability of the OECD's privileges and immunities, especially the inviolability of its documents and archives. The Contractor will challenge the request if there are reasonable grounds to consider that the request is unlawful. The Contractor will, under the same conditions, pursue possibilities of appeal. When challenging a request, the Contractor will seek interim measures with a view to suspending or limiting the effects of the request. It will not disclose the OECD Data requested until required to do so under the laws that bind the Contractor. All the requirements under this clause will be conducted in cooperation with the OECD, unless the Contractor is prohibited from notifying the OECD.
The Contractor will document its legal assessment and any challenge to the request for disclosure and, to the extent permissible, make the documentation available to the OECD.
In any event, the Contractor will provide the minimum amount of information permissible when responding to a request for disclosure.
11.4. ACCESS TO OECD SYSTEMS
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To the extent that the Contractor's Personnel has remote or on-site access to OECD Systems, the Contractor shall ensure that such Contractor Personnel shall use such Systems in compliance with relevant OECD policies and procedures, shall keep their credentials confidential and not share these with others, shall not introduce malware into OECD Systems, and shall not by any other act or omission compromise the security of OECD Systems. “ OECD Systems ” means the systems, networks and infrastructure used by the OECD that are not owned or provided by the Contractor.
11.5. SUBCONTRACTORS
The Contractor shall have in place and maintain appropriate due diligence processes for evaluating
subcontractors (it being recalled that any subcontractors require the prior written consent of the OECD in accordance with Clause 14.2) to ensure that they implement appropriate technical and organisational
measures to ensure the ongoing confidentiality, integrity, and availability of the OECD Data. The Contractor must ensure that all subcontractors comply with the applicable provisions of the Contract relating to security and the Contractor shall remain fully liable to the OECD in respect of any subcontractor's failure to meet such security obligations.
11.6. RETURN OR DESTRUCTION OF OECD DATA
Unless otherwise required by the law applicable to the Contractor, the Contractor must cease to process and promptly return, or if the OECD so elects, securely destroy (in which case, the Contractor shall certify that such destruction has taken place) any OECD Data upon any of the following: (a) at the OECD's written request; (b) upon expiry or termination of the Contract; (c) when the relevant OECD Data is no longer required by the Contractor for the provision of the relevant Work. In the event that the Contractor is required to retain any OECD Data under any applicable law to which it is subject, the Contractor will inform the OECD, will continue to ensure compliance with the applicable provisions of the Contract relating to security in respect of such OECD Data and will only retain such OECD Data to the extent and for as long as required under that law. 12. PERSONAL DATA PROTECTION
12.1. In the Contract, the following terms shall have the meanings set out below:
i) “ Applicable Data Protection Regulation ” means: (a) in respect of the OECD, the OECD Data Protection Rules; and (b) in respect of the Contractor, any privacy and/or data protection laws and regulations in any relevant jurisdiction that apply to the Processing of Personal Data by or on behalf of the Contractor;
ii) “ OECD Data Protection Rules ” means the OECD internal rules on data protection, which are the only rules governing Personal Data protection that are applicable to the OECD. They are currently set out in the Decision of the Secretary-General on the protection of individuals with regard to the processing of their personal data , Annex XII of the Staff Regulations, Rules and Instructions applicable to Officials of the Organisation (available at
https://www.oecd.org/content/dam/oecd/en/about/data-protection/Decision-of-the-SG-onPersonal-Data-Protection.pdf );
iii) “ Personal Data ” means any information relating to an identified or identifiable individual
- hereinafter, a “ Data Subject ”) Processed by the Contractor under or otherwise in connection with the Contract;
iv) “ Personal Data Breach ” means a Security Incident involving or affecting Personal Data;
v) “ Processing ” means any operation which is performed on Personal Data whether or not by automated means; t he terms derived from this, such as “ Process/Processed ” shall be
construed accordingly.
12.2. In the event that Personal Data is transferred from the OECD to the Contractor and/or Processed by the Contractor as a data processor during and for the performance of the Work, the Contractor shall:
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i) comply with the Applicable Data Protection Regulation;
ii) use Personal Data only for the purpose of performing the Work;
iii) follow the instructions of the Organisation;
iv) ensure appropriate protection of Personal Data and take all appropriate technical and
organisational measures to address security risks;
v) delete or return the Personal Data at the end of the Contract, or earlier, upon request from the OECD, in accordance with the procedure for return or destruction of OECD Data set out in Clause 11.6 of this Contract;
vi) promptly notify and transfer to the OECD any request received directly from a Data Subject without responding to that request and assist the OECD to meet its obligations to respond to Data Subject requests;
vii) notify the OECD of any Personal Data Breach in accordance with the procedure of
notification of Security Incidents set out in Clause 11.2 of this Contract. A copy of any such notification will be sent to [email protected] .
12.3. The Contractor agrees to enter into an amendment to this Contract to determine appropriate
measures to ensure compliance with the Applicable Data Protection Regulation when needed.
13. AUDIT OPTION
13.1. In relation with each purchase order and no more than twice per contractual year, the Contractor shall allow the Organisation (and any auditors of, other advisers to, or any other person authorised by, the Organisation provided t hey are subject to standard non-disclosure obligations or agreements) (the "Auditor(s)") to access any OPTION: IF the contractor is a legal entity : (of the Contractor's premises, Contractor's Personnel, and) relevant records as may be reasonably required in order to undertake
verifications of the performance of the Contractor's obligations under the Contract, and in particular to undertake verifications of the accuracy of the invoices issued by the Contractor to the Organisation, or identify suspected related fraud.
13.2. The Organisation shall provide at least eight (8) days' notice of its intention to conduct an audit, with details of the audit scope which shall be in accordance with the Contract and of the proposed time
periods/agenda to complete such audit.
13.3. The Contractor shall provide the Organisation (and its Auditors) with all reasonable co-operation, access and assistance in relation to each audit.
13.4. The Parties shall bear their own costs and expenses, unless the audit identifies a breach by the Contractor, in which case the Contractor shall reimburse the Organisation for all its reasonable costs incurred in the course of the audit.
13.5. If an audit identifies that:
a. the Contractor has failed to perform its obligations under the Contract, without prejudice to the other rights and remedies of the Organisation, the Contractor shall take the necessary steps to comply with its obligations at no additional cost to the Organisation within a reasonable time period to be agreed between the Parties, which shall not be longer than thirty (30) days; or
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b. the Organisation has overpaid any amount of money, the Contractor shall pay to the Organisation the amount overpaid within thirty (30) days from the date of receipt of an invoice or notice to do so.
14. ASSIGNMENT AND SUBCONTRACTING
14.1. The Contractor shall not transfer to any third party, in whole or in part, any rights or obligations under the Contract, except with the prior written consent of the Organisation.
14.2. The Contractor shall not subcontract the Work in whole or in part, except with the prior written
consent of the Organisation. In this respect, the Contractor shall provide the Organisation with all
relevant information regarding both the subcontractor and the part of the Work that the Contractor plans to subcontract.
14.3. The Contractor shall, in any event,
i) remain the sole representative and spokesperson for the Contract vis-à-vis the Organisation;
ii) ensure that the subcontractor respects all of the Contract's provisions;
iii) be exclusively responsible for payments to its subcontractor.
14.4. The Contractor shall remain responsible for performance of the Work before the Organisation. The Contractor shall indemnify the Organisation against all consequences of the subcontracting and the Organisation shall not assume any liability in this respect.
14.5. All references made in the Contract to the Contractor's Personnel include any possible
subcontractors authorised by the Organisation and their experts, employees, agents or representatives. 15. ETHICAL PRACTICES
15.1. The Contractor shall adhere to the highest ethical and business responsibility standards. In
particular, the Contractor shall comply (and ensure that its Personnel comply) with the standards of
conduct and the prohibitions set out in the Secretary-General's Decision on Conflict and Harassment Prevention and Resolution, contained in Annex XX to the OECD Staff Regulations, and the SecretaryGeneral's Decision on Prevention and Response to Sexual Exploitation and Abuse (SEA), contained in Annex XXbis to the OECD Staff Regulations, available at www.oecd.org/careers/Staff_Rules_EN.pdf . 15.2. The Contractor shall also comply with all applicable national and international rules relating to ethical and responsible standards of behaviour, including, without limitation, those dealing with human rights, environmental protection, sustainable development, tax compliance, bribery, corruption, fraud, money laundering and the financing of terrorism.
15.3. In the event of failure by the Contractor to comply with this Clause or lack of appropriate response by the Contractor in case of breach of Clause 15.1 above by the Contractor and/or its Personnel, the
Organisation may terminate the Contract pursuant to Clause 16.1.
16. TERMINATION - EXPIRY
16.1. TERMINATION FOR DEFAULT BY THE CONTRACTOR
In the event of a failure by the Contractor to comply with any obligation under the Contract or to
perform the Work as specified in a purchase order, the Organisation may terminate the Contract
and/or any purchase order(s):
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i) when the breach can be remedied, if the Contractor fails to remedy such breach within fifteen (15) days of receipt of written notice requiring it to do so; or
ii) when the breach cannot be remedied (e.g. failure to meet delivery deadlines specified in a
purchase order, Work infringing third party rights etc.) with immediate effect on written notice to the Contractor .
Termination shall be notified by registered letter with acknowledgment of receipt and shall have automatic ( ipso jure ) effect. The Organisation may demand repayment of any sums already paid to the Contractor, without prejudice to any other rights or remedies available to the Organisation. 16.2. TERMINATION FOR OTHER CAUSES
The Organisation may terminate the Contract at any time, without any indemnity being due to the Contractor, after providing at least thirty (30) days' prior written notice to the Contractor in the event of: i) the Contractor being dissolved or having a receiver appointed or going into liquidation whether voluntary or compulsorily or making any arrangements with its creditors; or
ii) the Contractor undergoing a change in ownership or controlling interest.
Termination shall be notified by registered letter with acknowledgment of receipt and shall have
automatic ( ipso jure ) effect.
16.3. TERMINATION WITHOUT DEFAULT BY THE CONTRACTOR, AT THE INITIATIVE OF THE
ORGANISATION
The OECD may terminate any purchase order(s) and/or the Contract at any time, after providing at least fifteen (15) days' prior written notice to the Contractor.
Termination shall be notified by email to ( insert email address(es) of the Contractor's authorized representative and any other relevant contact persons ) and, at the Contractor's request, by registered letter with acknowledgment of receipt and shall have automatic ( ipso jure ) effect. Said notification shall state that the purchase order and/or the Contract is terminated without any default on the Contractor's part, indicate which part of the Work has been completed and set out the effective termination date. The notification of termination shall be deemed received on the date of transmission of the Organisation's email, provided that it is a working day, or on the first working day thereafter.
16.4. CONSEQUENCES OF TERMINATION OR EXPIRY
- No further Work shall be provided under the terminated purchase order(s) and/or the Contract. The Contractor is not entitled to payment for any Work provided after the date of termination.
In case of termination of the Contract and/or any purchase order(s) under Clause 16.2 or Clause 16.3, the parts of the Work that have been completed as of the termination date shall be paid for by the OECD according to the terms and price of the Contract.
Termination of the Contract shall be without prejudice to any rights, remedies or obligations of either Party accrued under the Contract prior to termination.
Termination of the Contract and/or any purchase order(s) by the OECD, for any reason, or expiry thereof, shall be without any indemnity for the Contractor.
Upon termination or expiry of the Contract, or the applicable purchase order, the Contractor shall return to the OECD any property and equipment belonging to the OECD that is in the Contractor's possession or control. OECD Data will be returned or destroyed in accordance with Clause 11.6 above.
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OPTION: At the expiry or termination of a purchase order, the Contractor shall transfer to the OECD or provide reasonable assistance to the OECD in the transfer of the Work (including delivering all documents and information collected in the process of performing the Work, copies of any draft, intermediate or final copies of the deliverables in the Contractor's possession or under its control) to the OECD or, where requested by the OECD, to any new consultant or contractor designated by the OECD. 17. SURVIVAL
The provisions of the Contract which, by their nature, should remain in effect beyond the termination or expiry of the Contract, including, but not limited to obligations under Clause 5(Contractor's Personnel), Clause 6 (Liability and Insurance), Clause 8 (Confidentiality), Clause 9 (Intellectual Property Rights), Clause 11(Security of OECD Data), Clause 12 (Personal Data Protection), Clause 18 (Applicable Law and Dispute Resolution), and clause 19 (Privileges and Immunities) shall survive without any time limit.
18. APPLICABLE LAW AND DISPUTE RESOLUTION
18.1. Given the status of the Organisation as an international organisation, the Parties specifically agree that their rights and obligations shall be governed exclusively by the terms and conditions of the
Contract.
18.2. Any dispute, controversy or claim arising out of or relating to the Contract, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the PCA Arbitration Rules 2012. The number of arbitrators shall be one. The language to be used in the arbitral proceedings shall be English. The place of arbitration shall be Paris (France). The Parties expressly renounce their right to seek the annulment or setting-aside of any award rendered by the arbitral tribunal, or if this renunciation is not legally possible, the Parties expressly agree that if an award rendered by the arbitral tribunal is annulled, the jurisdiction ruling on the annulment proceedings cannot rule on the merits of the case. The dispute will therefore be settled by new arbitral proceedings in accordance with this clause.
19. PRIVILEGES AND IMMUNITIES
Nothing in the Contract shall be construed as a waiver of the OECD's privileges and immunities as an international organisation.
20. MODIFICATIONS
The Contract may be modified or supplemented only by written amendments signed by an authorised representative of each Party.
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OPTION 1: if the Contract is signed manually:
Done in two (2) original copies.
( Name of the Contractor ) The Organisation for Economic Co-operation and Development
Mr/Ms ( first name and name ) ( function )
Date Date
Signature Signature
OPTION 2: if the Contract is signed electronically: This Contract is signed by certified electronic signature.
( Name of the Contractor ) The Organisation for Economic Co-operation and Development
Mr/Ms ( first name and name ) ( function )
Signature Signature
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ANNEX 1.
Description of the Work
The description of the work will follow the call for tender terms of reference.
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ANNEX 2 Price
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ANNEX 3.
Profiles of the team in charge of the Work
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