Adviosory service

GENERAL TERMS AND CONDITIONS OF THE SIMPLIFIED
PROCEDURE OF AWARDING CONTRACTS BY TENDER
FOR CONTRACTING AN ADVISORY SERVICE FOR DESIGN,
IMPLEMENTATION AND MONITORING OF A FUND OF
FUNDS FOR VENTURE CAPITAL FOR AXIS
PARTICIPACIONES EMPRESARIALES, SGECR, S.A.U.
1. PURPOSE OF THE CONTRACT.
1.1.
Axis Participaciones Empresariales SGECR S.A. intends to
undertake a project for the creation of a Fund of Funds to invest
primarily in other venture capital firms which in turn invest in
Spanish companies. In relation to this project, the purpose of the
contract to which these terms and conditions refer is to provide
an advisory service in the design and implementation of said
Fund of Funds, as well as in the selection and assessment of
funds to invest in and the monitoring of investment activity.
1.2.
The service provided will be to advise, assist and collaborate with
AXIS in carrying out the following work:
1. Defining the general investment characteristics of the different
target funds based on:
a.
b.
c.
d.
e.
Stages of the companies in which it invests
Degree of specialisation of the funds
Status of the target companies, restructuring
Minimum and maximum investment per fund
Ratio of private to public resources
2. Defining the investment objectives of the Fund of Funds in
terms of:
a. The investment characteristics of the target fund
b. The timing to be established according to the level of investor
appetite and the managers.
3.- Preparation of the documents that contain the terms or
conditions that should govern the selection of each of the funds.
4.- Definition of the technical and economic requirements for the
selection of each of the managers of the new funds managed.
5.- Preparation and establishment of the selection criteria for the
various funds/managers and their weighting and the
documentation necessary to carry it out
6.- Carrying out the manager/fund selection process.
7.- Collection, analysis and appraisal of the information necessary
for the correct selection of the managers/funds (Due diligence).
8.Organisation of fund presentations to different
managers and investors in different countries (Roadshow).
9.-
Formalisation of the operations
a. Support in the process of negotiating the terms to be included
in the contracts of the funds.
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b. Review the financial, legal and regulatory terms of the
agreements and contracts.
10.- Definition of the basic parameters for monitoring the funds
and their investments.
11.- Monitoring and follow-up of the investees (funds and
companies in which they have invested).
The contractor shall also submit a written report monthly to AXIS
on the activity to be carried out in different areas of the
execution of the service.
The contractor shall prepare the necessary documentation to
comply with current legislation.
For monitoring and follow-up of investments to be made or
carried out in the various funds, the Contractor shall provide
AXIS with the software tool that the contractor used for the
provision of services under this contracting procedure at no
addition charge, whereby AXIS will have free access to this
software tool.
2. APPLICABLE REGULATIONS
2.1.
The award procedure shall be governed in accordance with the
provisions of the AXIS Internal Contracting Instructions,
published in the Contractor Profile on the AXIS web page
(www.axispart.com)
2.2.
AXIS is part of the public sector for the purposes specified in the
Royal Legislative Decree 3/2011, of 14 November, approving the
consolidated text of the Law on Public Sector Procurement
(TRLCSP) and has no contracting authority.
2.3.
This contract procedure is governed by Private Law.
2.4.
Any reference in these bidding conditions to days will be
understood as calendar days, unless expressly indicated that they
are working days.
3. PROCEDURE AND METHOD OF AWARDING CONTRACTS.
3.1.
In accordance with AXIS internal regulations, the simplified
procedure will be applied for this contract and the awarding of
the contract will be made to the bidder that makes the most
advantageous financial bid in terms of the appraisal criteria set
forth in clause 9 of these terms and conditions.
4. ADVERTISING THE CONTRACTING PROCEDURE.
4.1.
Advertising for the contracting procedure will be carried out in
the
contractor
profile,
on
the
AXIS
web
page
(www.axispart.com).
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5. COLLECTION OF THE TERMS AND CONDITIONS.BID SUBMISSION.
5.1.
To collect the documentation for the contracting procedure,
interested parties can contact the AXIS Information Service (Los
Madrazo, n º 38, Madrid), from Monday to Friday from 09.00 to
14.30 or view and download it from the Contractor Profile on the
AXIS website (www.axispart.com).
5.2
Bids must be submitted by 12 am on 4 june, 2013, as set
forth in paragraph 7.7 of these terms and conditions.
6. CAPACITY FOR ENTERING INTO A CONTRACT
6.1.
The public sector may enter into contracts with natural or legal
persons, from Spain or overseas, with full capacity to act and not
included in any of the circumstances provided for in Article 60 of
the TRLCSP, a condition which may be accredited by any of the
means set forth in Article 73 of the TRLCSP.
6.2.
Companies must be natural or legal persons whose mission or
activity is directly related to the purpose of the contract, as
shown in their respective articles of incorporation or foundational
regulations, and must have an organisation with sufficient human
and material resources to correctly fulfil the contract.
Companies from member states of the European Union outside
Spain must accredit their capacity to act by a certificate of
registration in one of the professional or commercial registries
indicated in Appendix I of the General Regulations of Government
Contract Law.
Other foreign companies must accredit their capacity to act by a
report issued by the Spanish Permanent Diplomatic Mission or
Consulate in the company's home country, stating, on the basis
of accreditation by the company, that they are registered in the
local professional, commercial or equivalent registry, or if this is
not possible, that they are regular business operators in the
activities within the purpose of the contract; as well as the
reciprocity report referred to in Article 55 of the TRLCSP.
6.3.
Specific minimum capacity and solvency requirements.
In terms of specific ability, to participate in this procedure the
bidder is required to be a company that can provide financial
advice on venture capital and which directly or indirectly holds
100% of the share capital in at least one venture capital
management company. Said management company must be
registered with the Spanish Securities Market Commission or
another regulatory body of the OECD when the applicable
legislation so requires.
In terms of the specific professional and technical solvency
needed to take part in this procedure, the bidder must meet the
following requirements:
1) Experience in managing funds of funds through their
investment management companies, with an overall aggregate
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amount equal to or greater than €500 million allocated to venture
capital funds in the last two years.
2) Make a team available for the fulfilment of the contract, in
which all the members have experience in selecting funds and
fund of funds management.
The team should consist of a minimum of four professionals, of
which at least the co-ordinator or team leader must be an
Operations Manager or equivalent And at least two of whom must
have experience in direct investment in companies.
Most of the team members must be fluent in the Spanish
language.
At the start of the advisory contract and during the term of the
same, this team must be located in Spain.
3) Availability to start providing the service upon the signing of
the contract.
4) Knowledge of the domestic and international market for
venture capital managers.
5) Detailed knowledge of current investors, and, where
applicable, potential Venture Capital funds and fund-raising
processes.
6) Understanding of transactions in the Spanish Venture Capital
market.
7) The management company shall not have been sanctioned by
the Spanish Securities Market Commission or any other
regulatory body .
8) Dispose of computer and management systems for the
monitoring and follow-up of the funds invested in and the
companies in which they have holdings.
7. BIDS.
7.1.
Prices are given in euros and will not be subject to change under
any circumstances, and will include all required taxes, except
VAT, for the operations which constitute the purpose of the
contract and all expenses that must be met for provision of the
contracted services.
7.2.
Each bidder may present no more than one economic proposal. A
breach of this rule will lead to the rejection of all proposals by
that bidder.
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7.3.
The variants offered by the bidders may be taken into account if
they increase the price and constitute an improvement on the
requirements of these specifications.
7.4.
Submission of a bid will, for all effects and purposes imply that
the bidder unconditionally accepts and complies with these
conditions without any reservations.
7.5.
The bids will consist of three (3) separate and independent
envelopes, sealed and signed by the bidder or person
representing them, on which will appear: The title of the
contract procedure, content of the envelopes, name of the
bidder, telephone number, email address and fax number
for notification purposes, as per the following form:
“BID TO TAKE PART IN THE SIMPLIFIED CONTRACT PROCEDURE CALLED BY AXIS
PARTICIPACIONES EMPRESARIALES, SGECR, S.A.U. FOR THE PROVISION OF AN
ADVISORY SERVICE FOR DESIGN, IMPLEMENTATION AND MONITORING OF A FUND
OF FUNDS FOR VENTURE CAPITAL FOR AXIS PARTICIPACIONES EMPRESARIALES,
SGECR, S.A.U.”
7.6.
The documentation must be submitted in Spanish or officially
translated into Spanish. The content of the envelopes must
include:
7.6.1. Envelope A) GENERAL DOCUMENTATION.
This must be presented sealed and signed, and visibly marked
“DOCUMENTACIÓN GENERAL”. The documentation listed below
must be submitted as original documents or as photocopies
certified by a Notary.
These documents must also be submitted on a magnetic medium
in PDF format.
7.6.1.1. Copy of the ID card or passport of the bidder, or if
applicable, the person representing them.
7.6.1.2. If the bidder is a legal person, articles of incorporation
and/or modifications, if any, registered in the
Companies Registry where this requirement is
enforceable under applicable commercial law. If it is
not, a deed or constitution, modification, or founding
articles must be submitted containing the regulations
governing the registered activity, if any, in the relevant
official register.
7.6.1.3. Power of attorney which sets out the powers of
representation of the signatory of the bid when the
bidder is not acting on their own behalf or is a legal
entity, or certification from the Companies Register,
accrediting the powers of representation. General
powers of attorney, subject to registration in the
Companies Register, will be submitted with evidence of
compliance with this requirement.
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7.6.1.4. Judicial testimony or administrative certification or
statement of responsibility from the bidder or their
legal representative, given before an administrative
authority, a public notary, a qualified professional body,
or before the contracting authority, of not falling within
any of the circumstances provided for in Article 60 of
the TRLCSP, expressly including being up to date with
all Social Security and tax liabilities imposed by the
legislation in force (art. 73 and 146.1.c) TRLCSP
. A model statement is attached such as Appendix I.
7.6.1.5. Overseas companies must make a formal declaration to
submit to the jurisdiction of Spanish courts of any order
for all incidents which may arise directly and indirectly
from the contract, waiving any foreign jurisdictional
privilege that may correspond to the bidder.
7.6.1.6. In the case of non-Spanish companies of Member
States of the European Community or signatories to the
Agreement on the European Economic Area, they must
accredit their capacity to act by registration in the
Register or by the presentation of the certificates
provided for in Appendix 1 of Royal Decree 1098/2001
approving the General Regulations of the Law on Public
Administration Contracts.
7.6.1.7. The capacity of foreign companies not belonging to the
European Union, will be accredited by the relevant
report issued by Spanish diplomatic representatives,
stating, on the basis of accreditation by the company,
that they are registered in the local professional,
commercial or equivalent registry or, if this is not
possible, that they are regular business operators in the
activities within the purpose of the contract; as well as
the reciprocity report referred to in Article 55 of the
TRLCSP, if applicable.
7.6.1.8. Documentation accrediting compliance with the specific
requirements of capacity and solvency contained in
Clause 6.3 of these terms and conditions.
1) Certification of registration of the venture capital
management companies in which the bidder has 100% ownership with the
Spanish Securities Market Commission or with another regulatory body in
the OECD. Where the legislation applicable to the bidder means it is not
compulsory to register with regulatory bodies, said circumstance should be
accredited.
2) Documentation demonstrating the overall amount or
aggregate minimum required experience in fund of funds management
under the terms set forth in clause 6.3 1) of the terms and conditions.
3) Sworn declaration from the bidder on the ability of
the latter to advise AXIS in the terms established in the purpose of this
contract.
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4) Sworn declaration that a professional team is
available for the provision of the services constituting the purpose of this
contract as required under clause 6.3.
5)Sworn declaration or other document accrediting the
knowledge the bidder is required to have under these terms and conditions
regarding the domestic and international market of venture capital
managers.
6) Sworn declaration or other document accrediting the
knowledge the bidder is required to have regarding current investors, and,
where applicable, potential investors in Venture Capital funds and fundraising processes.
7)Sworn declaration or other document accrediting the
knowledge the bidder is required to have regarding transactions in the
Spanish Venture Capital market.
8) Sworn statement or other document accrediting that
the investee management companies have not been sanctioned by the
Spanish Securities Market Commission or any other regulatory body.
9) Sworn statement or other document accrediting
ownership by the bidder of the computer systems required as a technical
capacity requirement. It should detail the characteristics and configurations
of the computer system.
The contracting authority may require the successful bidder to submit
documentation which it deems appropriate in order to verify the authenticity
of the documents submitted.
7.6.2.- Envelope B) FINANCIAL BID.
This must be presented sealed and signed, and visibly marked
“OFERTA ECONÓMICA”. This envelope will only contain the
financial bid drawn up in keeping with the following template:
“Mr/Ms……………………………………………,
holder
of
ID
number ………….., on their own behalf or on behalf of….,
with Tax ID number…., as documentarily accredited, is
aware of the Procedure for contracting the Services of
ADVICE
FOR
DESIGN,
IMPLEMENTATION
AND
MONITORING OF A FUND OF FUNDS FOR VENTURE
CAPITAL
FOR
AXIS
PARTICIPACIONES
EMPRESARIALES, SGECR, S.A.U, under the conditions
governing the same and in accordance with its contents
agrees to take responsibility for providing that service,
under the terms and conditions contained in the
General terms and Conditions for said Tender,
according to the following financial conditions. (without
VAT):
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1) A set annual remuneration amounting to
XXXXXXX euros
2) A variable annual remuneration consisting of
XXXXX% of the total amount invested and/or
committed in the funds.
3) In any event, the maximum
remuneration may not exceed XXXXX
annual
Applicable VAT rate: … %.
Date and signature of the bidder”.
7.6.3.- Envelope C) TECHNICAL BID
This must be presented sealed and signed, and visibly marked
“PROPUESTA TÉCNICA”.
•
Description of the work plan
•
Description of the team assigned, indicating for each of the
members of the team the years' experience in Venture Capital
as an investor investing directly in companies and in other
venture capital firms and the CVs of the team members,
including the number of years' experience of each team
member.
•
Description of the Funds currently under management by the
management companies 100% owned by the bidder.
Volume
Characteristics of the investors
Investment policies
o
o
o
•
o
o
o
o
o
Description and characteristics of the current portfolio of
investee funds managed by the management companies 100%
owned by the bidder.
Name of the Fund
Geographic location.
Manager
Type of Fund (venture capital, expansion, buy-out, debt,
restructuring, other.)
Capital invested and total volume of the Fund
o
Indicate if it is a newly established fund or the acquisition of
an existing holding.
•
Description of the funds analysed in the last two years (last 5
years in the case of funds registered in Spain or those whose
investment target is in Spain) by the management companies
100% owned by the bidder, as well as the affiliated managers
of the same.
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The contracting authority may require the successful bidder to
submit documentation which it deems appropriate in order to
verify the authenticity of the documents submitted.
7.7.
The aforementioned envelopes will be delivered by hand to AXIS
PARTICIPACIONES EMPRESARIALES SGECR, S.AU. at the
Registro General de Axis (C/ Los Madrazo 38, 28014, Madrid),
from 09:00 to 14:30, Monday to Friday, bye 12 am on june 4,
2013, or, alternatively, by post by the same deadline.
In the case of sending by post, before the admission deadline
stated in the announcement, the bidder must send a fax
containing the remittance receipt for the bid issued by the post
office to the contracting authority on fax number 91 532 19 33.
No bid will be admitted if said receipt is received by the
contracting authority after the admission deadline (date and
time) indicated in the announcement has expired.
Likewise, bids will not be accepted if, although the
communication is received by fax by the deadline, the proposal is
not received by AXIS within seven (7) days after the admission
deadline indicated in the announcement.
For the purposes of the above paragraphs, “admission deadline
indicated” refers to the date and time set out in the
announcement.
8. CONTRACTING AUTHORITY AND COMMITTEE. AWARD.
8.1.
The contracting authority is the CEO of AXIS, as set out in the
Internal Contracting Instructions.
8.2.
Said authority will be assisted by a Contracting Committee,
expressly appointed for said purpose, which will be formed by:
Chairman: Director of Operations
If not available, the Investment Manager will act as Chair .
Members: Investment Manager and Investment Analyst.
The youngest member will act as Secretary of the Committee.
AWARD
8.3.
The Committee will meet prior to the review of the general
documents submitted by the bidders and contained in "Envelope
A" proceeding to the classification of the documents submitted in
a timely manner as per the terms and conditions, in order to
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establish whether or not they meet the legal requirements to
enter into contracts with AXIS.
The introduction of the financial bid in an envelope other
than
that
expressed,
will
necessarily
imply
the
disqualification of the bidding company.
If AXIS discovers errors or inaccuracies committed in completing
the information provided by the bidding company, it will lead to
the disqualification of the same from the contracting procedure.
However, in the event that the Committee notices material
defects in the documentation which should be contained in
"Envelope A", a period of three (3) working days will be granted
for remedial action to be taken by the bidder.
After the opening of envelope A) corresponding to the General
Documentation, the members of the Committee shall proceed to
open "envelope C" regarding the Technical Bid or Proposal in
order to study its contents.
In the event that the members of the Committee shall require
any explanation on the technical bid presented, they may request
the individual bidders concerned for timely clarification of the
items in question, granting them a period of three (3) business
days to make the clarifications.
The Committee shall score the technical bid according to
the appraisal criteria contained in paragraph 9.1
The Committee shall retain all the required supporting
documentation regarding the contacts that they have maintained
with the bidders concerned, keeping minutes of the meetings that
may have taken place with representatives of the same, a
document which shall be signed by the parties.
The general documentation submitted may be returned after the
contract is awarded to the interested parties who so request,
except that corresponding to the successful bidder which, if there
is a material impediment to this, may be replaced by
authenticated copies to be kept on file.
8.4.
The envelopes for the Financial Bid submitted by the accepted
bidders will be opened within 15 days from the closing date for
submission of the envelopes.
8.5.
Subsequently, the members of the Committee shall proceed to
study the bids submitted, awarding the contract to the bidder
which obtained the highest score, after applying the appraisal
criteria stated in the specifications and in accordance with the
provisions of the same.
The Contracting Committee will submit the successful bid to the
Contracting Authority.
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9.-
8.6.
AXIS will alternatively have the power to award the contract to
the most financially advantageous bid (as defined in paragraph
3.1. of these terms and conditions) or declare the invitation to
tender void as in the cases provided for in section II. 2.2.j) of the
AXIS Internal Instructions for Contracting, in any event justifying
its resolution.
8.7.
The awarding of the contract or the statement that the
contracting procedure has been declared void, once agreed by
the contracting authority, will be published in the Contractor
profile on the AXIS website. The successful bidder shall be
notified personally that they have been awarded the contract by
the Secretary of the Committee.
8.8.
The Contracting Authority will rule on the awarding of the
contract within a maximum of ten (10) working days from the
date of opening the financial bid envelope.
APPRAISAL CRITERIA.
9.1.- The offers will be appraised in accordance with the following
criteria:
CRITERIA
MAXIMUM SCORE
Financial appraisal:
50 points
Set amount
annum)
(maximum
€400,000
per
20 points
Variable amount (maximum of 0.2% per
annum of the amount committed* and/or
the cumulative investment).
10 points
Maximum annual amount: May not exceed €
1.5 million per annum
20 points
Technical appraisal:
50 points
Work plan
5 points
Technical quality of the team assigned
(minimum + additional): Years of experience of
the entire team in the complete scope of
venture capital as an investor (direct
investment in companies and funds). C.V.
including the number of years of experience of
each team member
10 points to the team with the most and
proportional to the others according to the
formula:
10 x (Number of years bid to appraise/ Number
of years of that with most)
10 points
Total volume of resources managed at present
by its management companies** .
10 points
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10 points to the team that manages the most
resources and proportional to the others
according to the formula:
10 x (Volume of resources bid to appraise/
Volume of resources of that with most)
Number of funds invested in (specifying the
name, total volume and investment of the fund
of funds) at present by its management
companies.**
10 points to the team with the most funds
invested and proportional to the others
according to the formula:
10 x (Number of funds invested bid to
appraise/ Number of funds invested in by that
with most)
10 points
Number of funds and/or managers analysed
(including name) in the past two years by its
management companies.**
5 points to the team that has analysed the
most funds and/or managers and proportional
to the others according to the formula:
5 x (Number of funds and/or managers
analysed bid to appraise/ Number of funds
analysed in Spain by that with most)
5 points
Number of funds registered in Spain or whose
investment target is in Spain (including name)
analysed in the last five years by their
management companies.**
5 points to the team that has analysed the
most in Spain and proportional to the others
according to the formula:
5 x (Number of funds analysed in Spain bid to
appraise/ Number of funds analysed in Spain
by that with most)
5 points
Types of funds that have been invested in by
its management companies** (1 point for each
category regardless of the number of funds).
Maximum 5 points according to the following
segments considered:
- Venture Capital
- Expansion
- Buy Out
- Restructuring
- Debt
- Others
5 points
* For the purposes of this specification, the amount or quantity committed is
considered the amount approved by the decision-making bodies of AXIS,
until the closing date of the fund (which will become the amount invested
from that moment).
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** This refers to the management companies 100% owned by the bidder.
The appraisal of the financial bid shall be made in accordance with the
following criteria:
Set amount
Amount of the most advantageous bid €
Score: 20 x
Amount of the bid to appraise €
Variable amount
Amount of the most advantageous bid %
Score: 10 x
Amount of the bid to appraise %
Maximum annual amount
Amount of the most advantageous bid €
Score: 20 x
Amount of the bid to appraise €
The final appraisal will correspond to the bid with the highest score,
calculated on a weighted basis between both scores, corresponding to fifty
percent (50%) for the Financial Appraisal and fifty percent (50%) for the
Technical Appraisal.
9.2.- In the event of equal scores being attained, preference will be
given to the lowest-priced bid.
10.-
SIGNING THE CONTRACT.
10.1.- The contract will be signed with the successful bidder within
15 working days from the date the award is notified.
10.2.- The contract shall conform to the provisions of these Terms
and Conditions, and failing this, to the provisions of Private
Law.
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10.3.- A copy of these Terms and Conditions shall be attached to
the formalised contract, which will be signed by the
successful bidder as
proof of acceptance.
Before the contract is signed, the successful bidder must
provide individual certificates accrediting that it is up to date
with all its tax and Social Security liabilities, as set forth in
Royal Decree 1098/2001. Similarly, if the successful bidder
should be liable for Business Tax (IAE) it should accredit up
to date with this liability by presenting another certificate
issued by the relevant body, or if not available, the last
receipt for the payment of this tax.
Foreigners, whether natural or legal persons, belonging or
not Member States of the European Union that do not have
tax residence in Spain must submit a certificate issued by a
proper authority in the country of origin, accrediting they are
up to date with their corresponding tax obligations.
Likewise, certification will be required, also issued by the
proper authorities, accrediting all social obligations that are
required by the country of nationality are currently being
complied with and payments are up to date. All
documentation listed in this section shall refer to the last
twelve months.
Similarly, prior to signing the contract, the bidder shall
submit to AXIS a current professional indemnity insurance
policy covering the bidder against compensation equal to or
greater than four hundred thousand euros (400,000 euros).
11.-
BUDGET AND PRICE. INVOICING OF SERVICES.
11.1.- Maximum budget.
The maximum amount of the budget for the service
provided under the contract shall be €1,500,000 per
year plus VAT and cannot exceed the maximum
amounts for each item specified in clause 9.1 of these
terms and conditions.
11.2.- Price.
The price will be that submitted by the successful bidder,
always within the maximum budget amount.
This price shall include all the expenses that could be
incurred by the successful bidder to provide the service
under contract.
11.3.- Invoicing and payment.
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The invoicing of the fees for the performance of the service
under this contract will be as follows:
1.- The set annual remuneration will be quarterly, paid on a
pro rate basis.
2.- The variable remuneration shall be paid in an annual
payment.
Upon presentation to AXIS by the contractor of the invoice
specifying the work carried out, AXIS will proceed with
payment within thirty calendar days.
12.ENTRY INTO FORCE AND THE DURATION PERIOD OF THE
CONTRACT.
The provision of services by the successful bidder shall be counted
from the date of the signing of the contract, and will have an initial
duration of THREE YEARS and may be subject to an express
extension formalised in writing of up to three years.
13.-
OBLIGATIONS.
13.1.- OBLIGATIONS OF THE SUCCESSFUL BIDDER
The SUCCESSFUL BIDDER will be obliged to:
13.1.1.-
Provide their services with due diligence as per these
General Terms and Conditions.
13.1.2.-
Exercise maximum discretion while performing the
tasks required under this contract. In any event, where
applicable, the regulations of the Personal Data
Protection Act will be followed, as set forth in Appendix
II.
13.1.3.-
Have the technical means available and personnel with
the precise technical capacity needed to cover the
obligations resulting from this contract.
The personnel will be the exclusive responsibility of the
successful bidder, and therefore it will assume all the
rights and duties inherent to an employer, complying
with all current provisions regarding labour law, taxes,
Social Security and occupational risk prevention. Any
breach of these obligations by the successful bidder, or
any breach of the security regulations by a member of
its personnel, will under no circumstances imply any
liability on the part of AXIS.
13.1.4.-
The successful bidder shall pay all the taxes and
expenses that may result from fulfilling this contract.
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13.1.5.-
Accept liability for any damages that may be produced
by the successful bidder in the execution of their work,
both to AXIS and to third parties.
13.1.6.-
Maintain in force during the term of the contract, the
insurance referred to in paragraph 10.3 of these terms
and conditions, final paragraph.
13.1.7.-
Neither the bidder nor its management companies
may present themselves as manager or invest
their resources in any of the funds in which the
Fund of Venture Capital Firms referred to in these
Terms and Conditions invests.
This prohibition also extends to the managers
and/or funds that are advised by the successful
bidder.
13.1.8.-
In the case that incubator funds are tendered, the
successful bidder agrees to make sufficient professional
resources available to AXIS with sufficient experience in
the field of incubation for implementing the provisions
under contract, at no additional cost to AXIS.
13.1.9.-
To deliver in the Spanish language, and additionally in
English when AXIS deems it necessary, all the
documents that the contractor is required to submit to
AXIS with as a part of the provision of services under
this contract.
13.1.10.-
The bidder shall not subcontract to third parties the
provision of the services or transfer to third parties the
rights and obligations arising from this contract without
express written consent from AXIS.
13.2.- OBLIGATIONS OF AXIS.
13.2.1.-
AXIS will be obliged to pay, within the period
established in paragraph 11.3 above, the price of the
services invoiced.
14.- TERMINATION OF THE CONTRACT.
Irrespective of the general causes for contract termination, AXIS may
terminate the contract for any of the following causes:
14.1.- Deficiencies in service rendering.
14.2.- Falsehood verified by AXIS in the information provided by the
successful bidder which had influenced the awarding of the
contract.
14.3.- If the successful bidder incurs any of the prohibitions for
government contracts set forth in article 60 of the TRLCSP.
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14.4.-
Failure of any of the obligations, specifications
requirements contained in these Terms and Conditions.
or
15.- JURISDICTION
This contract procedure is governed by Spanish Private Law.
The parties expressly waive any other jurisdiction to which they might be
entitled and submit to the Courts of Madrid.
16.- CONFIDENTIALITY.
The successful bidder is obliged to keep the strictest confidentiality
regarding the information and documentation to be supplied to AXIS.
The successful bidder undertakes not to disclose confidential information and
not to publish it by any means, either directly or through third parties, or to
make it available to third parties without prior written consent from AXIS.
Likewise, the successful bidder shall inform their personnel involved in the
purpose of this contract of the obligations set forth herein, in particular
those relating to confidentiality.
AXIS agrees not to disclose the information provided by the bidders that
they have designated as confidential. This affects, in particular, technical or
trade secrets and the confidential aspects of the bids.
The documentation provided by the successful bidder within the scope of the
contract shall be freely available and owned by AXIS.
Madrid, may 17, 2013
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