Projekti SusTool partnerluslepingud

Partnership agreement for the project # CO12 SusTool of Interreg Baltic Sea Region Having regard to REGULATION (EU) 2021/1059 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 24 June 2021, Article 26(1), The Interreg Programme “Interreg Baltic Sea Region” ( CCI 2021TC16FFTN003 ) , hereinafter referred to as Programme , The Interreg Baltic Sea Region Programme Manual, hereinafter referred to as Programme Manual , The written acceptances according to Article 22(1), subparagraph 4, of REGULATION (EU) 2021/1059 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 24 June 2021 addressed by countries outside the Programme area to the IB.SH, The subsidy contract for the project #CO12 SusTool of Interreg Baltic Sea Region (hereinafter referred to as subsidy contract ), in particular Article 6(3) thereof, The approved project data (hereinafter referred to as project data ) available in the electronic data exchange system of the Programme (hereinafter referred to as BAMOS+ ). These project data derive from the original application and its attachments ( e.g. contact and bank information) selected by the Monitoring Committee and comprise subsequent changes to the original project setup as referred to in Article 5 of the subsidy contract. the following partnership agreement (hereinafter referred to as agreement ) is concluded between Eesti Vabariigi Majandus- ja Kommunikatsiooniministeerium - Estonian Ministry of Economic Affairs and Communications with its official address at Suur-Ameerika 1, 10122 Tallinn, Estonia and represented by Ahti Kuningas hereinafter referred to as lead partner . The lead partner is listed in the project data as project partner no° 1 and Eesti Infotehnoloogia ja Telekommunikatsiooni Liit - Estonian Association of Information Technology and Telecommunications with its official address at Lõõtsa 2b, 11415 Tallinn, Estonia represented by Doris Põld and listed in the project data as project partner no° 2 - each hereinafter referred to as project partner , all project partners named above hereinafter referred to as project partners , for the project #CO12 SusTool selected by the Monitoring Committee of Interreg Baltic Sea Region on 23/09/2022 (hereinafter referred to as project ). The project partners of the project with whom the LP has concluded or will conclude partnership agreements are: PP2 Estonian Association of Information Technology and Telecommunications PP 3 Let´s Do It Foundation (Estonia) PP 4 Ministry of Environmental Protection and Regional Development of the Republic of Latvia PP5 Latvian Information and Communications Technology Association PP6 DIMECC Ltd. (Finland) PP7 Association INFOBALT (Lithuania) PP8 Ministry of Finance of Estonia Table of content TOC \o "1-3" \h \z \u Article 1 Subject of the agreement PAGEREF _Toc133319565 \h 3 Article 2 Duration of the agreement PAGEREF _Toc133319566 \h 3 Article 3 Project objectives, project partnership PAGEREF _Toc133319567 \h 3 Article 4 Obligations of the lead partner PAGEREF _Toc133319568 \h 3 Article 5 Obligations of the project partners PAGEREF _Toc133319569 \h 4 Article 6 Co-operation with third parties PAGEREF _Toc133319570 \h 5 Article 7 Work plan, objectives, results, outputs and deliverables PAGEREF _Toc133319571 \h 5 Article 8 Ownership, use of deliverables and outputs PAGEREF _Toc133319572 \h 6 Article 9 Detailed project budget, lead partners and project partners contributions PAGEREF _Toc133319573 \h 6 Article 10 Detailed spending plan PAGEREF _Toc133319574 \h 7 Article 11 Request for payments, reporting PAGEREF _Toc133319575 \h 7 Article 12 Communication and visibility PAGEREF _Toc133319576 \h 9 Article 13 Liability PAGEREF _Toc133319577 \h 9 Article 14 Non-fulfilment of obligations PAGEREF _Toc133319578 \h 10 Article 15 Audit rights, availability of documents, evaluation PAGEREF _Toc133319579 \h 10 Article 16 Recovery of amounts unduly paid PAGEREF _Toc133319580 \h 10 Article 17 Withdrawal from the partnership PAGEREF _Toc133319581 \h 11 Article 18 Applicable law and dispute settlement PAGEREF _Toc133319582 \h 11 Article 19 Data protection PAGEREF _Toc133319583 \h 12 Article 20 Concluding provisions PAGEREF _Toc133319584 \h 12 Annexes PAGEREF _Toc133319585 \h 13 Article 1 Subject of the agreement Subject of this agreement is organising the partnership and stipulating provisions to ensure proper implementation of the project. The subsidy contract between the IB.SH (acting as Managing Authority and Joint Secretariat of Interreg Baltic Sea Region) and the lead partner date d 03.02.2023 as well as the body of rules and regulations it is based on and refers to, is considered to be an integral part of this agreement. The subsidy contract shall be attached to this agreement as Annex I . Article 2 Duration of the agreement This agreement shall take effect retrospectively from the date the subsidy contract entered into force (cf. Article 17(1) of the subsidy contract), i.e. from 03.02.2023. In case project activities are carried out in an eligible project phase but before the entry into force of the subsidy contract and this agreement, the provisions of this agreement shall already apply to that phase. This agreement will remain in force as long as the lead partner or the project partners have to fulfil obligations arising from this agreement, the subsidy contract and/or the provisions it is based on (cf. Article 1 of the subsidy contract). Article 3 Project objectives, project partnership The lead partner and the project partners commit themselves to do everything in their power to implement the project jointly according to the project data and to support one another with the aim to reach the project's objectives. The project partners entitle the lead partner to represent the project partners in the project. They commit themselves to undertake all steps necessary to support the lead partner in fulfilling its obligations specified in the subsidy contract and this agreement. Article 4 Obligations of the lead partner The lead partner shall be responsible for the overall coordination, management and implementation of the project. It shall fulfil all obligations arising to the lead partner from Article 26(1) and (2) of REGULATION (EU) 2021/1059 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 24 June 2021 , the subsidy contract including the body of rules and regulations it bases on and refers to, as well as the Programme Manual. That means in particular: following the Programme’s reporting procedures, requesting and receiving payments from IB.SH, in accordance with Article 4 of the subsidy contract, complying with the obligations defined in Articles 5 and 6 of the subsidy contract , warranting that any person acting as a user with read, write and submit rights on project level is employed by the lead partner and at all times duly authorised to represent the lead partner and to act on its behalf in BAMOS+, in accordance with Article 7 of the subsidy contract, maintaining the project’s subpage hosted at the Programme portal , contributing to the communication activities of the Programme and complying with the visibility requirements, in accordance with Article 8 of the subsidy contract, complying with the rules on ownership and use of deliverables and outputs, as specified in Article 9 of the subsidy contract, assisting any audit or evaluation and retaining all files, documents and data related to the project, in accordance with Article 10 of the subsidy contract, ensuring that any recovery is made in accordance with Article 11 of the subsidy contract, complying with the rules on assignment, liability, data protection, dispute settlement and communication as determined in Articles 13 to 17 of the subsidy contract. In addition to the responsibilities of the lead partner stipulated in this article, specific obligations of the project partners (cf. Article 5 of this agreement) also apply to the lead partner. Article 5 Obligations of the project partners Each project partner undertakes to comply with the body of rules and regulations referred to in Article 1 of the subsidy contract as well as relevant national regulations and all other rules applicable to the project partner. That means in particular: complying with the rules on eligibility of expenditure as stipulated in Article 3 of the subsidy contract and laid down in the Programme Manual, completing all activities, deliverables and outputs as set out in the work plan (cf. Article 7 of this agreement), respecting the rules on ownership, title, industrial and intellectual property rights, as well as the use of deliverables and outputs laid down in Article 8 of this agreement, guaranteeing sound financial management of its budget as indicated in the project data, in accordance with Article 11 of this agreement, following the reporting procedures defined in the Programme Manual and submitting partner progress reports in time and via BAMOS+, complying with the Programme’s communication and visibility rules as outlined in Article 12 of this agreement, assuming responsibility in the event of any irregularity in the expenditure it has declared, repaying the lead partner any amounts unduly paid and complying with any request for recovery by the IB.SH and/or the lead partner based on Article 11 of the subsidy contract and Article 16 of this agreement, keeping available all its documents related to the project in line with the requirements of the Programme Manual. This obligation shall persist even if the project partner is excluded from the project or the project partner has withdrawn from the project (cf. Article 14(1), 1 7 (1) of this agreement). By signing this agreement, each project partner declares that it: is familiar with and adheres to the content of the subsidy contract and the provisions it bases on and refers to; this includes the rules defined in Articles 2(5) , 11 and 12 of the subsidy contract, which entitle the IB.SH to reduce the amounts of Programme co-financing awarded to the project , to terminate the subsidy contract, to withhold payments, to recover Programme co-financing unduly paid and/or to suspend payments , is familiar with and adheres to the project data, undertakes to inform the lead partner immediately about all circumstances that delay, hinder or make impossible the realisation of the project as well as all circumstances that mean a change of the disbursement conditions or which would entitle the IB.SH to suspend payments, to reduce the amounts of Programme co-financing awarded, to recover co-financing unduly paid (cf. Article 11 of the subsidy contract) or to terminate the subsidy contract in full or in part (cf. Article 12 of the subsidy contract). Article 6 Co-operation with third parties If a party to this agreement cooperates with third parties, including external service providers, it shall remain solely responsible concerning compliance with its obligations as set out in this agreement. Any project partner shall inform the lead partner about the subject and party of any contract concluded with such a third party. No party to this agreement is entitled to assign its rights and obligations under this agreement without the prior consent of the other parties to this agreement and the approval of the IB.SH (cf. Article 13 of the subsidy contract). Co-operation with third parties shall follow the public procurement procedures and State aid rules determined in the Programme Manual and national and EU legislation. Article 7 W ork plan , objectives, results, outputs and deliverables Each project activity is assigned to the lead partner or one of the project partners according to the project data . The lead partner and the project partners adhere to this plan. The lead partner and all project partners are aware that the IB.SH will check whether the lead partner and project partners reached the objectives, results and outputs planned in the project data. In case the planned objectives, results and outputs are not reached, the IB.SH is entitled to terminate the subsidy contract in accordance with Article 12(1)(e) of the subsidy contract and/or to recover Programme co-financing in accordance with Article 11 of the subsidy contract. The lead partner and the project partners shall agree on any amendment of the work plan. The project partners shall inform the lead partner immediately if any need for an amendment occurs. The partnership will observe the rules on project changes as determined in the Programme Manual and Article 5 of the subsidy contract. Each project partner shall inform the lead partner immediately about any factors that could lead to any deviation in the work plan, especially those that could cause temporary or final discontinuation of the project. Article 8 Ownership, use of deliverables and outputs Ownership, title and industrial and intellectual property rights in the deliverables and outputs of the project, as well as the reports and other documents relating to it shall, depending on the applicable national law, belong to the lead partner and/or project partners. In the spirit of cooperation and exchange, the lead partner and project partners shall ensure that all deliverables and outputs produced by the project are in the public interest and publicly available. They should be fully accessible and available to the general public in a usable format. The IB.SH and any other relevant programme, EU and national body can use them for information and communication purposes in the framework of the Programme. Each project partner shall ensure that it has all rights to use any pre-existing intellectual property rights, if necessary for the implementation of the project. If any sensitive or confidential information or any pre-existing intellectual property right related to the project must be respected, the respective project partner shall inform the lead partner in advance. The lead partner shall then agree with the IB.SH how to handle the situation. Article 9 Detailed p roject budget, lead partners and project partners contributions The project partners accept the detailed project budget determined in the project data, as well as the amount and composition of the earmarked Programme co-financing (non-repayable grant) awarded to the lead partner in the subsidy contract (cf. Article 2(1) to (3) thereof). Each project partner commits itself to provide its own contribution to the total project budget. The detailed project budget in the project data provides detailed financial data for the lead partner and each project partner per cost category. The IB.SH will calculate the co-financing from the Programme funds based on reported eligible expenditure only (cf. Article 2(4) in conjunction with Article 3 of the subsidy contract). The lead partner will pay the Programme co-financing to the project partners on the same basis. The lead partner shall disburse the Programme co-financing subject to the condition that the IB.SH makes the funds available. If the IB.SH does not make the funds available, any claim by a project partner against the lead partner for whatever reason is excluded. The project partners shall inform the lead partner immediately when they need a change of the project budget. The project partners shall authorise any change of the project budget as laid down in the project data before the lead partner submits the change request to the IB.SH. The partnership will observe the rules on project changes as determined in the Programme Manual and Article 5 of the subsidy contract. Article 10 Detailed spending plan All project partners declare that they will request payments according to the timeframe established in Article 11 of this agreement and at least to the extent defined in the spending plan in the project data. Payments not requested in time and in full as indicated in the spending plan may be lost. Moreover, the maximum amount of ERDF co-financing approved (cf. Article 2(1) of the subsidy contract) might be reduced if the actual payment requests are less than the expected payment requests. The Programme Manual provides further details on financial planning and de-commitment. Article 11 Request for payments , reporting The project partners are aware that expenditures incurred by implementing project activities are reimbursed retrospectively. Therefore, each project partner shall apply relevant measures to maintain a sufficient level of financial liquidity to cover the project-related expenditures. The project partners are entitled to request payments by following the reporting procedures defined in the Programme Manual. The lead partner and project partners shall report via BAMOS+. Each project partner shall respect the terms and conditions for the use of BAMOS+. In particular, each project partner shall warrant that any person acting on its behalf as a user with read, write and submit rights is employed by the project partner and at all times duly authorised to represent the project partner in relation to all project partner responsibilities in BAMOS+ and to submit data and documents via BAMOS+ on behalf of the project partner organisation. The following submission dates apply for each project partner to enable the lead partner to meet the deadlines for submission of progress reports according to Article 4(2) of the subsidy contract: Partner report Reporting period Deadline for submission Start date End date Report Reporting period Deadline for partners Deadline for submission Start date End date 1 22/09/2022 30/0 6 /2023 1 5 /0 7 /2023 01/08/2023 2 01/0 7 /2023 31/12/2023 1 5 /01/2024 01/02/2024 3 01/01/2024 30/0 6 /2024 1 5 /0 7 /2024 01/08/2024 4 01/0 7 /2024 31/12/2024 15/01/2025 01/02/20 2 5 5 01/01/2025 30/0 6 /2025 1 5 /0 7 /2025 01/08/2025 6 and closure phase 3 months 01/0 7 /2025 31/03/2026 01/03 /2026 01/04/2026 If a project partner ascertains it will be behind schedule with its contribution to the progress report as defined in Article 4(2) of the subsidy contract, it shall immediately inform the lead partner. The project partner must not submit s uch information later than the actual deadline for submission of the given partner report. The project partner concerned and the lead partner, supported by the other parties to this agreement, shall collectively sort out the problem causative for the default. If necessary, the lead partner shall submit a request for postponement of the submission deadline of the progress report to the IB.SH. If a project partner does not comply with the requirement to inform the lead partner, does not sort out any problem causative for the default, is responsible for not meeting a deadline, or the IB.SH does not approve a postponement of the submission deadline, the lead partner shall be entitled to exclude the partner report from the progress report the lead partner is obliged to submit to the IB.SH according to the subsidy contract. Each project partner must provide additional information if the lead partner or the IB.SH deem that necessary. If the IB.SH asked for further information the lead partner shall collect and send it within the time frame demanded by the IB.SH. Similar to the right of the IB.SH as laid down in Article 4(3) of the subsidy contract, the lead partner reserves the right not to accept – in part or in full – reported expenditure if – due to the results of the lead partner’s checks and/or controls or audits performed by another authority– the validation or the facts stated therein prove to be incorrect or if the underlying activities or expenditure are not in line with the body of rules and regulations as set out in Article 1 of the subsidy contract. The lead partner shall redistribute the co-financing paid to its account between the relevant project partners. The lead partner shall not make any deduction or retention or levy further specific charges that would reduce the amount claimed by a project partner in accordance with these rules. Project partners whose currency is other than Euro shall bear any exchange rate risk. Article 12 Communication and visibility Each project partner shall ensure compliance with the communication and visibility obligations specified in the Programme Manual. Upon request of the lead partner, each project partner shall support the lead partner in maintaining the project subpage hosted at the Programme portal in accordance with the rules laid down in the Programme Manual. Upon request of the lead partner, each project partner shall contribute to the communication activities of the Programme as outlined in the Programme Manual. If requested by the lead partner, the project partners shall assist the lead partner in preparing and publishing a set of pre-defined communication products on the project subpage as listed and defined in the Programme Manual. By signing this agreement, each project partner confirms that the IB.SH is authorised to publish information about the project as defined in Article 8(4) of the subsidy contract. Each project partner authorises the lead partner to use communication and visibility material produced by the project or project partners to showcase how the Programme co-financing is used. Furthermore, each project partner authorises the lead partner to forward this material to the IB.SH, other programme authorities, programme promoters at the national level, as well as Union institutions, bodies, offices or agencies. For this purpose, each project partner ensures that a royalty-free, non-exclusive and irrevocable licence to use such material and any pre-existing rights attached to it is granted to the aforementioned Programme and Union bodies in accordance with the Programme Manual. In accordance with Article 8(6) of the subsidy contract, each project partner takes full responsibility for the content of any audio, visual or audiovisual notice, publication, deliverable, output or communication and visibility material provided to the lead partner which has been developed by the project partner or third parties on behalf of the project partner. The project partner is liable in case a third party claims compensation for damages (e.g. due to an infringement of intellectual property rights or personal data protection rights). The project partner will indemnify the lead partner in case the lead partner suffers any damage because of the content of the said material. Article 13 Liability Within the partnership, each party to this agreement shall hold harmless the other parties and indemnify them from liabilities, damages and costs resulting from the non-compliance of its duties and obligations as outlined in this agreement and its annexes. The lead partner and each project partner are solely liable for the statements/commitments made in its partner declaration attached to the latest project data. No party to this agreement shall be held liable for not complying with obligations ensuing from this agreement and its annexes in case of force majeure. In such a case, the party concerned must announce this immediately in writing to the other parties to this agreement. Article 14 Non-fulfilment of obligations If a project partner repeatedly does not fulfil its obligations stipulated in the subsidy contract or this agreement (incl. its annexes), the lead partner may exclude the project partner from the project. The lead partner shall follow the rules of the Programme Manual. The lead partner shall inform the IB.SH of such decision without delay. The exclusion has to be approved by the Programme body stipulated in the Programme Manual. In case the exclusion is approved, the project partner is obliged to refund to the lead partner any Programme co-financing received by the day of exclusion for which it cannot prove that it was used for the implementation of the project according to the rules of eligibility of expenditure. In case of non-fulfilment of obligations of a project partner having financial consequences for the entire project co-financing, the lead partner may demand compensation to cover the sum involved. Article 15 Audit rights, availability of documents, evaluation The responsible auditing bodies of the EU and, within their responsibility, the auditing bodies of the participating countries or other national public auditing bodies or an external auditor designated by the IB.SH, as well as the Audit Authority of the Programme, the Group of Auditors of the Programme and the IB.SH are entitled to audit the project and the proper use of the awarded Programme co-financing by the lead partner and the project partners or to arrange for such an audit to be carried out by authorised persons. Each project partner shall provide all documents and information required for the audit and give access to its business premises, as well as project-related locations. Each project partner is obliged to keep for audit purposes all supporting documents related to the project in accordance with the requirements of the Programme Manual. Each project partner shall assist authorised evaluators and provide them with documents or information necessary for Programme or project evaluations. Article 16 Recovery of amounts unduly paid In case the IB.SH recovers Programme co-financing unduly paid from the lead partner in accordance with Article 11 of the subsidy contract, the lead partner shall recover the unduly paid Programme co-financing from the respective project partner in line with the procedure for irregularities of the Programme Manual. The project partner involved shall repay the lead partner any amounts unduly paid in accordance with the procedure for irregularities of the Programme Manual. If the IB.SH suspends payments, the lead partner will do so accordingly, and the project partners shall have no claims to payment of the remaining amount. If the IB.SH deducts a recovery amount from an open payment request, the lead partner is also entitled to deduct the recovery amount from payment claims of the project partners. In addition, if the IB.SH deducts unduly paid co-financing that the lead partner or a project partner had to return in another project funded by Interreg Baltic Sea Region, the lead partner has the right to deduct the corresponding Programme co-financing to the project partner in question from any open payment request in the present project. Article 17 Withdrawal from the partnership The lead partner and each project partner agree not to withdraw from the project unless there are unavoidable reasons for it. If this were nonetheless to happen, the lead partner and the remaining project partners shall endeavour to cover the contribution of the withdrawing project partner either by directly assuming its tasks or by asking one or more new third organisations to join the partnership. The parties to this agreement are aware that the IB.SH is entitled to terminate the subsidy contract if the number of project partners falls below the minimum number of partners that is set in the Programme Manual (cf. Article12(1)(b) of the subsidy contract). In case of change in the partnership, the parties to this agreement will adhere to the provisions on project changes as determined in the Programme Manual. Article 18 Applicable law and dispute settlement Without prejudice to both the applicable European law and Article 16(1) of the subsidy contract, this agreement shall be governed by and construed in accordance with Estonian law, being the law of the country of the lead partner. The lead partner and the project partners sign this agreement with the intention to cooperate amicably. Should a dispute arise between the lead partner and the project partners or between the project partners in connection with this agreement, the parties concerned will endeavour to work towards a mutually acceptable settlement. If the amicable settlement method was ineffective and the disagreement persists in spite of all efforts being made in this respect, the dispute shall be finally decided by the courts. The place of jurisdiction is Tallinn, Estonia at the seat of the lead partner. The provisions of this Article shall not affect the recovery of amounts unduly paid laid as down in Article 16 of this agreement. Thus, neither a procedure for amicable settlement according to paragraph 2 nor a court procedure according to paragraph 3 shall have a suspensive effect on any recovery of amounts unduly paid. Article 19 Data protection In accordance with Article 4 of REGULATION (EU) 2021/1060 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 24 June 2021 , the lead partner, the IB.SH, other programme bodies (e.g. the Audit Authority, the Monitoring Committee), controllers, responsible national authorities (e.g. auditors, Approbation Authorities), evaluators and the European Commission are allowed to process personal data only where necessary for the purpose of carrying out their respective obligations under the body of rules and regulations referred to in Article 1 of the subsidy contract , in particular for monitoring, reporting, communication, publication, evaluation, financial management, verifications and audits. The personal data shall be processed in accordance with REGULATION (EU) 2016/679 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 27 April 2016 (General Data Protection Regulation). Article 20 Concluding provisions This agreement is concluded in English. In case of translation of this document and its annexes into another language, the English version shall be binding. The working language of the project shall be English. Accordingly, any written communication between the lead partner and the project partners related to this agreement and the implementation of the project shall be in English and state the number and short name of the project. Should any provision in this agreement become wholly or partly ineffective, the remaining provisions remain binding for the parties. The parties to this agreement undertake to replace the ineffective provision with an effective provision that comes as close as possible to the purpose of the ineffective provision. Amendments and supplements to this agreement and/or to its annexes must be set out in an addendum. For the lead partner: Ahti Kuningas Name Name Secretary General Title Title Digitally signed Signature and stamp Signature and stamp Place, date Place, date For the project partner no ° 2 : Doris Põld Name Name CEO Title Title Digitally signed Signature and stamp (if available) Signature and stamp (if available) Place, date Place, date Annexes Subsidy contract for the project # CO12 SusTool of Interreg Baltic Sea Region including its addenda Project original approved application form in its latest version including its addenda