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AGREEMENT FOR
between
and
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TABLE OF CONTENTS
1. DEFINITIONS......................................................................................................................................................
5. PLACE OF OPERATION..................................................................................................................................
6. CONDITIONS OF MAINTENANCE...............................................................................................................
7. MAINTENANCE PERIOD................................................................................................................................
8. RESTRICTIONS.................................................................................................................................................
Between
And
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PREAMBLE
1. DEFINITIONS
1.3 WORKING DAY: Any day that is not a Saturday or Sunday or legal
holiday in Albania.
- 2.1 This Agreement shall enter into force the 1st of August
2023.
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2.2 This Agreement shall remain in effect for nine years from the
Effective Date.
50,000 Euros
4.2 The prices are exclusive of any existing and future taxes, duties or
other charges due in Albania.
The CUSTOMER shall bear the cost of all import duties, if any, and all
similar costs due on original and replacement components of the
EQUIPMENT.
The CUSTOMER shall pay all taxes of any nature, including but not
limited to withholding taxes, value added tax that may become due in
Albania, with respect to the EQUIPMENT. Any relevant taxes, duties,
customs charges, or other charges which may be claimed, collected
or retained in Albania, by any central or local authority or any official
or non-official entity, are in addition to the price and are at
CUSTOMER’s charge.
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IDEMIA will increase the price on which will apply such withholding
tax, in order to receive, at the end of the process, complete payment
of the said products and services.
4.3 The maintenance charge set forth in article 4.1 shall be due and
payable to IDEMIA quarterly in advance within 30 days of
presentation of IDEMIA's invoice, by bank transfer on the account:
BIC/SWIFT : CCFRFRPP
Any invoices not paid within thirty (30) days following its issuance
shall incur a service charge at the rate of one (1%) per-cent per month
on any outstanding overdue balance.
Where:
Pr = Revised price;
Io = Index for the month in which the AGREEMENT enters into force;
https://ec.europa.eu/eurostat/web/hicp/data/database
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under “HICP (2015 = 100) - monthly data (index) (prc_hicp_midx) for
France”.
4.5 Any invoice not paid within two months (2) months after its issuance
shall allow IDEMIA to suspend the provision of the services until full
payment of such invoice without incurring any liability for said suspension.
5. PLACE OF OPERATION
6. CONDITIONS OF MAINTENANCE
Should IDEMIA fail, for reasons other than causes beyond its control, to
meet the agreed Service Level Agreements (SLAs), within the agreed
timeframe, the CUSTOMER may, under certain conditions, claim the
payment of liquidated damages as set forth below. In any case, the
liquidated damages shall be the sole and exclusive remedy for the
Customer. The solution offered by IDEMIA is designed and sized to
perform in accordance with the Service Level Agreements (SLAs)
described in IDEMIA document Technical
proposal_AL(TIA)_eGates_15Mar2022. For program success, TIA
undertakes to provide access to customer premises for IDEMIA
employees or its subcontractor, as and when required. If SLAs are not
met, and it is established that the cause is inherent in the solution offered
by IDEMIA, this will give rise to the payment of liquidated damages as
shown in Table Response Time and Resolution Time. For the sake of
clarity, liquidated damages shall not apply to IDEMIA if the failure to meet
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the SLA results from TIA or any third party’s actions, negligence or
omission, and/or any event of force majeure.
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7. MAINTENANCE PERIOD
8. RESTRICTIONS
8.1 The present AGREEMENT doesn't apply and IDEMIA is not bound
to supply maintenance services in the event of system breakdowns
or damage to it when the cause is not attributable to IDEMIA or to
the Equipment's manufacturer, especially:
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When IDEMIA 's intervention proves to be due to one of the above
mentioned causes, the CUSTOMER will be invoiced in accordance
with IDEMIA's price list in force at that time.
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9. MISCELLANEOUS OBLIGATIONS OF THE CUSTOMER
9.4 Log book: The CUSTOMER will keep an up-dated log book,
recording in particular all incidents arising when using the
EQUIPMENT. This log book shall be available for inspection by
IDEMIA. The format and content of such log book shall be as
agreed between IDEMIA and the CUSTOMER.
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necessary for the performance of this AGREEMENT will be
promptly supplied by the CUSTOMER to IDEMIA upon IDEMIA's
request.
9.9 No used.
9.11 Administration:
IDEMIA shall not be liable to the CUSTOMER for (i) any special, indirect,
incidental or consequential damages, even if it has been advised of the
possibility thereof, (ii) any damages resulting from loss of use of data, loss
of profits, goodwill, orders or business opportunities, anticipated savings,
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wrong arrest, wrong or missed identification, damage to reputation,
interruption of service, etc. and losses of whatever nature claimed to
IDEMIA by CUSTOMER, (iii) any claim originating in events or
circumstances which occurred more than 18 months prior to the receipt of
the claim by IDEMIA, it being understood that nothing in this article limits
or restricts in any way the obligation of the CUSTOMER to notify IDEMIA
any claim as soon as the CUSTOMER becomes aware of such claim. In
addition, IDEMIA shall not be held liable in the event of damage caused to
the CUSTOMER’s data or programs, being acknowledged that the
CUSTOMER has to safeguard such data at its own costs. Moreover, no
data shall under any circumstances be reinstalled by IDEMIA in the
product in case of damage.
Any part which needs to be changed are replaced by either new parts or
by parts which have been reconditioned under IDEMIA's guarantee.
IDEMIA becomes the owner of the faulty parts; the CUSTOMER becomes
the owner of the parts installed to replace them from the time the
EQUIPMENT is brought back into service.
CUSTOMER shall notify IDEMIA in writing at least sixty (60) days prior to
any relocation of the EQUIPMENT. Any such relocation shall be at
CUSTOMER’s sole risk cost and expense. However in case the
CUSTOMER requires from IDEMIA any services under this article,
CUSTOMER shall pay to IDEMIA a fee computed at the rates which
IDEMIA ordinarily charges for such services at that time, as well as all
other costs associated with such relocation.
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The cost of the operation will be stated in a prior IDEMIA’s estimate
accepted by the CUSTOMER
16.1 Waiver. The failure by either party at any time to enforce any
default or right reserved to it, or to require performance of any of
the terms, covenants, or provisions hereof by the other party at the
time designated shall not be construed as a waiver of any such
default or right to which the other party is entitled, nor shall it in any
way affect the right of the party to enforce such provisions,
covenants, provisions or rights thereafter.
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16.3 Severability. In the event that any of the terms, conditions or
provisions of this AGREEMENT shall be held illegal, unenforceable
or invalid, then, notwithstanding, this AGREEMENT, if capable of
performance, shall remain in full force and effect and the legality,
validity and enforceability of the remaining terms, conditions or
provisions shall not be affected thereby.
However, this consent shall not be required in the event where the
Supplier assigns or transfers any of its rights and/or obligations
under this Agreement (and/or any related Order(s)) to an entity i)
that the Supplier controls, ii) which is controlled by the same entity
that controls the Supplier, or iii) that controls the Supplier, in which
events the Supplier is only required to a prior and prompt
notification to the other Party by registered letter with
acknowledgment of receipt.
16.6 Notice to Parties. All notices and demands of any kind which
either party hereto may be required or desire to serve upon the
other party under the terms of this AGREEMENT shall be served
upon such other party by forwarding a copy thereof by first class
mail, postage prepaid, or by telex or telecopier, addressed as
follows:
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TO THE CUSTOMER:
Attention : ___________
TO IDEMIA :
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16.8 Discrepancies. In the event of any discrepancy between this
AGREEMENT (including its Appendices) and any other
contractually significant document, this AGREEMENT will prevail.
In the event of any discrepancy between this AGREEMENT and
any of its Appendices, this AGREEMENT will prevail.
By____________________ By _______________________
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APPENDIX 1
LIST OF EQUIPMENT
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Spare parts delivered together with the gates.
0/7108/150 MOTHER BOARD SITARA AS1190 2
0/7108/410 END OF LINE RESISTOR AS1606 2
E/7050/370 CONVERTER 24-12VDC SD-150B-12 1
0/7109/859_QZ DIRAS V3 RECEIVER RIGHT (plated on 2 sides) AS1643 5
0/7109/857_QZ DIRAS V3 EMITTER RIGHT (plated on 2 sides) AS1642 5
E/7050/423 LED STRIP RGBW IP54 ADHESIVE +- ADAPTE ROLL 5 M 1
E/7050/755 INJECTEUR POE 24 VDC MIT-69N 1
E/7114/955 ENS.CARTE ENTREES/SORTIES AS1612 EQUIPEE DE CONNECTEURS FEMELLES 1
E/7051/225 CAMERA M3065-V 1
0/6980/904 SWITCH ETHERNET NETGEAR GS105 V3 1
0/7140/238 DISJONCTEUR DIFFERENTIEL SCHNEIDER iDPN 1P+N 6A 30mA C-6kA A9D32606 1
0/7140/450 ALIMENTATION PHOENIX QUINT-PS/1AC/24DC/20 2866776 1
E/7002/559 SUPPORT S.C. 531301 DURETE 75 3
0/7000/195 BALL BEARING 6004-2RSL 5
ELA-E16908 BRAKE ASSEMBLY [RXA 02] 0
0/7000/889 ANTI-FRICTION RING 38x42x25 5
E/7002/849 MOTOR REDUCER BL XFM9 100 G-24VDC/XTG 9 100 H-F 0
AXE-E19254 FIXATION PIVOT 5
JNT-E-0020875 MOBILE OBSTACLE SEAL 5
DIV-E17263 ROLLING BEARING 2205 - 2RS1 5
E/7050/487 KEYLOCK SWITCH 5-RAL 3
0/4055/000 BAUDON CAOUTCH. STOP REF.40.005.001 P/TOLE 1.5 10
E/7050/442 FAN TYPE 8414 NH 5
DIV-E-0021231 VENTILATEUR TYPE 8414N 5
E/7051/349 FILTRE METAL VENTILATEUR 80 X 80 MFF-80 2
E/7050/488 SYNTHETIC FOAM PR SPEAKER EP.12MM 1Mx2M 5
0/6982/006 SPEAKER 3Watt (IP65) 3
E/7050/389 PUSH CALL BUTTON BLUE LIGHT - Réf. AV5122F102074BK (APEM) 1
0/2877/000 FUSE 5X20 SLOW TYPE L FST 0034.3117 T 1A UL 5
0/7250/331 FUSE 5X20 SLOW TYPE L T 10A 5
E/7050/333 CONVERTER DC/DC DDR-15G-5 1
0/7114/177 MOTOR BOARD BLDC (C2000) AS1633 2
AEM-E-0012212 CIN. ASSEMBLY & CIN. SUPPORT ON SILENTBLOC 1
0/7109/010 230AC PHOENIX QUINT-UPS/1AC/1AC/500VA 1
E/7051/300 UPS-BAT VRLA 24DC 4AH 1
293727116 Mface screen MFACE TS IDEMIA 2
293727103 Mafce black MFACE IDEMIA 2
DESKO Penta Scanner PENTA SCANNER CUBE MODEL
293786561 DESKO 3
without barcode module RFID UV BC SW
Gate computer 2
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APPENDIX 2
DESCRIPTION OF THE MAINTENANCE SERVICES
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access
Perform level 2 Hardware
corrective maintenance such Update gate firmware
as: Update gate application software
Update Face capture software
º Swap unit with spare from
Update Passport reader software
stock (PC, board, circuit
Install corrective/workaround patches
breakers) or exchange
or parameter update as provided by
part in unit
Level 3 when relevant
º Restart unit
Provide corrective/workaround
Send defective part to repair patches or parameter update, and
After hardware swap: Check assist administrators in installation
that the complete system is Restart the unit, and check correct
running properly operation
Report to the Local team Escalate to the next level of support
monthly when necessary
Escalate to the next level of
support when necessary
Analysis and diagnostic of software
problems
Receive equipment
Contact appropriate expert in
Test and diagnostic
support team / COTS supplier as
Level 3 Repair or exchange if not
required
reparable
IDEMIA Provide corrective/workaround
Swap components
patches or parameter update, and
Final test
assist administrators in installation
Return shipment
Restart the unit , and check correct
operation
SPARE PARTS
One kit of IDEMIA components and one spare parts kit for eGate will be delivered at Tirana.
One kit of spare parts will allow to fix a complete gate. These to be stored at location defined
by the CUSTOMER. It should be noted, however, that IDEMIA will not be responsible where
abnormal use of the gate requires more spare parts that the one provisioned for this project.
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HOTLINE LEVEL Operated by Availability hours
Friday
Notes:
(*) Time necessary for the registration of the incident and the issuing of the
incident ticket number.
(**) Time necessary to restore the service (by workaround or fix).
The above values are excluding on-site transportation.
To ensure optimal reactivity and short response times, IDEMIA assumes that a
secure, remote high-speed maintenance line is available by TIA, between
IDEMIA the Support Centre and the supplied system at the airport.
This secured line will enable IDEMIA support team to remotely access the
system and speed up the time taken to return the systems to normal operation.
Maintenance period
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Maintenance period
misuse, natural disaster, or any actions which are not in
accordance with procedures and recommendations stated in the
Administrator’s and User’s guide.
The maintenance may be disclaimed if any additional third party
software or hardware has been installed in the supplied system
without prior validation by IDEMIA.
MAINTENANCE CONDITIONS
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hardware delivered by IDEMIA,
Any software or hardware delivered by a partner or
stakeholder,
Any problems caused by modification by customer staff
(without previous IDEMIA agreement) of the supplied IDEMIA
software or hardware,
Local and wide area network (LAN/WAN),
Communication between sites and locations.
This Maintenance does not cover any damage to IDEMIA
products that results from improper installation, accident, abuse,
misuse, natural disaster, irregular electrical supply, abnormal
mechanical or environmental conditions or any unauthorized
disassembly, repair or modification. The Maintenance also
excludes any actions that are not in accordance with procedures
and recommendations stated in the Administrator’s and User’s
guides.
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APPENDIX 3
POINTS OF CONTACT
@idemia.com
Phone : +33 1 30 20 23 39
This list can be updated at anytime, and the CUSTOMER will be informed.
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APPENDIX 4
HOURLY RATE FOR EXTRA SERVICES
Applicable price subject to same price revision condition as forth of in article 4.4
unit price
Description Unit (Ex VAT) Comment
Hourly rate for service request in
week days for support not related
to the misfunctionning of the gates A minimum of 2 hours is charged for any
from 9 am to 6 pm Hour 150,00 € onsite support request
Hourly rate for service request in
Albanian days off or during the
week end (Saturday and Sunday) A minimum of 2 hours is charged for any
from 9 am to 6 pm Hour 200,00 € onsite support request
Hourly rate for service during night
from Monday to Thursday night A minimum of 2 hours is charged for any
gates from 6 pm to 9 am. Hour 200,00 € onsite support request
Hourly rate for service during night
in the week end from Friday night
to Sunday night from 6 pm to 9 A minimum of 2 hours is charged for any
am. Hour 250,00 € onsite support request
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